JPF SEPARATE ACCOUNT C OF JEFFERSON PILOT FINANCIAL INS CO, 497, 1998-12-18

JPF SEPARATE ACCOUNT C OF JEFFERSON PILOT FINANCIAL INS CO
497, 1998-12-18

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<PAGE>

As filed with the Securities and Exchange Commission on December 1, 1998
FILE NO. 33-01781

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

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2

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

A. Exact name of trust:
JPF SEPARATE ACCOUNT C
B. Name of depositor:
JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
C. Complete address of depositor's principal executive offices:
One Granite Place
Concord, NH 03301
D. Name and complete address of agent for service:
Ronald R. Angarella, President
Jefferson Pilot Securities Corporation
One Granite Place
Concord, NH 03301

Copies to:

Charlene Grant, Esq. Joan E. Boros, Esq.
Jefferson Pilot Financial Insurance Company Jorden, Burt, Boros, Cicchetti,
Berenson & Johnson LLP
One Granite Place 1025 Thomas Jefferson Street, NW
Concord, NH 03301 Suite 400 East
Washington, DC 20007-0805

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

It is proposed that this filing will become effective (check appropriate box)
[_] immediately upon filing pursuant to paragraph (b)
[_] on May 1, 1998 pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)
[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

E. Title and amount of securities being registered:
Units of Interest in the Separate Account under Survivorship
Flexible Premium Variable Life Insurance Policies.

<PAGE>

F. Approximate date of proposed public offering:
as soon as practicable after the effective date.

Registrant hereby amends this Registration Statement under the Securities Act of
1933 on such date or dates as may be necessary to delay its effective date until
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.

Registrant is registering an indefinite number of securities, by reason of
Section 24(f) of the Investment Company Act of 1940.

<PAGE>

RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2 AND THE PROSPECTUS

Item No. of
Form N-8B-2 Caption of Prospectus
- ----------- -----------------------------------------------------
1......... Cover Page

2......... Cover Page

3......... Not Applicable

4......... Distribution of the Policy

5......... Jefferson Pilot Financial Insurance Company; The Funds

6......... JPF Separate Account C

7......... Not Required

8......... Not Required

9......... Legal Proceedings

10......... Summary, The Funds; The Policies; Policy Benefits and
Rights; Calculation of Accumulation Value; Cash Value
Benefits; Other Matters; Federal Tax Matters

11......... JPF Separate Account C, The Funds

12......... The Funds; Distribution of the Policy
The Funds; General; Charges and Deductions; Optional

13......... Insurance Benefits; Distribution of the Policy

14......... The Policies

15......... The Policies

16......... JPF Separate Account C, The Funds

17......... Transfers; Telephone Transfers and Reallocations;
Policy Lapse; Reinstatement; Policy "Free Look",
Optional Insurance Benefits; Cash Value Benefits

18......... Separate Account C

19......... Annual Report; Confirmation

20......... Not Applicable

21......... Policy Loans

22......... JPF Separate Account C, Telephone Transfers and
Reallocations

<PAGE>

23......... Management of JP Financial

24......... Not Applicable

25......... Jefferson Pilot Financial Insurance Company

26......... Not Applicable

27......... Jefferson Pilot Financial Insurance Company of America

28......... Jefferson Pilot Financial Insurance Company;
Management of JP Financial

29......... Jefferson Pilot Financial Insurance Company

30......... Not Applicable

31......... Not Applicable

32......... Not Applicable

33......... Not Applicable

34......... Not Applicable

35......... Jefferson Pilot Financial Insurance Company

36......... Not Applicable

37......... Not Applicable

38-41...... Distribution of the Policy

42......... Not Applicable

43......... Not Applicable

44......... The Funds; The Policies; Charges and Deductions;
Calculation of Accumulation Value; Cash Value
Benefits; Distribution of the Policy

45......... Not Applicable

46......... The Funds; The Policies; Charges and Deductions;
Calculation of Accumulation Value; Cash Value Benefits

47......... Not Applicable

48......... Not Applicable

49......... Not Applicable

50......... JPF Separate Account C

<PAGE>

51......... Cover Page; The Policies; Charges and Deductions;
Policy Benefits and Rights; Calculation of Accumulation
Value; Cash Value Benefits; Other Matters

52......... The Funds; Other Matters

53......... Federal Tax Matters

54......... Not Applicable

55......... Not Applicable

56......... Not Applicable

57......... Not Applicable

58......... Not Applicable

59......... Financial Statements

<PAGE>

ENSEMBLE SL

JPF SEPARATE ACCOUNT C

FLEXIBLE PREMIUM VARIABLE SURVIVORSHIP LIFE INSURANCE POLICY
ON THE LIVES OF TWO INSUREDS

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
ONE GRANITE PLACE
CONCORD, NEW HAMPSHIRE 03301
800-258-3648

This Prospectus describes the Ensemble Survivorship Life Insurance Policy
("Ensemble SL" or "the Policy"), a flexible premium variable life insurance
policy on the lives of two Insureds, issued and underwritten by Jefferson
Pilot Financial Insurance Company ("We" or "JP Financial" or "the Company").
The Policy provides life insurance and pays a benefit, as described in this
Prospectus, upon surrender or Second Death. The Policy allows flexible premium
payments, Policy Loans, Withdrawals, and a choice of two Death Benefit
Options. Your account values may be invested on either a fixed or variable or
combination of fixed and variable basis. You may allocate Your Net Premiums to
JPF Separate Account C ("Separate Account C"), and/or the General Account, or
both Accounts. The Divisions of Separate Account C support the benefits
provided by the variable portion of the Policy. The Accumulation Value
allocated to each Division is not guaranteed and will vary with the investment
performance of the associated Fund. Net Premiums allocated to the General
Account will accumulate at rates of interest We determine; such rates will not
be less than 4% per year. Your Policy may lapse if the Cash Value is
insufficient to pay a Monthly Deduction. For the first five Policy Years,
however, if you pay the Minimum Annual Premium, Your Policy will not lapse,
regardless of changes in the Accumulation Value. We will send premium reminder
notices for Planned Premiums and for premiums required to continue the Policy
in force. If the Policy lapses, You may reinstate it.

The Policy has a free look period during which You may return the Policy. We
will refund Your Premium (See "Right of Policy Examination").

This Prospectus also describes the Divisions used to fund the Policy through
Separate Account C. Each Division invests exclusively in one of the following
Portfolios:

<TABLE>
<S> <C>
JPVF International Equity Portfolio Fidelity VIP Growth Portfolio
JPVF World Growth Stock Portfolio Fidelity VIP Equity Income Portfolio
JPVF Emerging Growth Portfolio Fidelity VIP II Contrafund Portfolio
JPVF Growth Portfolio Fidelity VIP II Index 500 Portfolio
JPVF Capital Growth Portfolio MFS Research Series
JPVF Small Company Portfolio MFS Utilities Series
JPVF Growth and Income Portfolio Oppenheimer Strategic Bond Fund
JPVF Global Hard Assets Portfolio Oppenheimer Bond Fund
JPVF Balanced Portfolio Templeton International Fund
JPVF High Yield Bond Portfolio
JPVF Money Market Portfolio
</TABLE>

Not all Divisions may be available under all Policies or in all jurisdictions.
You may obtain the current Prospectus and Statement of Additional Information
("SAI") for any of the Portfolios by calling (800) 760-3947.

Replacing existing insurance or supplementing an existing flexible premium
variable life insurance policy with the Policy may not be to your advantage.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES
FOR THE FUNDS. BOTH THIS PROSPECTUS AND THE UNDERLYING FUND PROSPECTUSES
SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Ensemble SL insurance policies and shares of the funds are not deposits or
obligations of or guaranteed by any bank. They are not federally insured by
the FDIC or any other government agency. Investing in the contracts involves
certain investment risks, including possible loss of principal invested.

THIS PROSPECTUS AND OTHER INFORMATION ABOUT JPF SEPARATE ACCOUNT C REQUIRED
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAN BE FOUND IN THE
SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.

THE DATE OF THIS PROSPECTUS IS DECEMBER 9, 1998
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Definitions.............................. 3
Policy Summary........................... 5
The Separate Account..................... 5
Charges & Fees........................... 6
Charges & Fees Assessed Against Premi-
um.................................... 6
Charges & Fees Assessed Against the
Accumulation Value.................... 6
Charges & Fees Assessed Against the
Separate Account...................... 7
Charges Assessed Against the Underlying
Funds................................. 8
Charges Deducted Upon Surrender........ 10
Allocation of Premiums................... 11
The Portfolios......................... 11
Investment Advisers for the Funds...... 12
Mixed and Shared Funding; Conflicts of
Interest.............................. 13
Fund Additions, Deletions or Substitu-
tions................................. 13
General Account........................ 13
Policy Choices........................... 14
General................................ 14
Premium Payments....................... 14
Death Benefit Options.................. 15
Transfers and Allocations to Funding
Options............................... 16
Telephone Transfers, Loans and
Reallocations......................... 16
Automated Transfers (Dollar Cost
Averaging and Portfolio Rebalancing).. 17
Policy Values............................ 17
Accumulation Value..................... 17
Unit Value............................. 18
Net Investment Factor.................. 18
Surrender Value........................ 18
Policy Rights............................ 19
Surrenders............................. 19
Withdrawals............................ 19
Grace Period........................... 19
Reinstatement of a Lapsed Policy....... 19
Coverage Beyond Younger Insured's
Attained Age 100...................... 20
Right to Defer Payment................. 20
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Policy Loans............................ 20
Policy Changes.......................... 21
Right of Policy Examination............. 22
Supplemental Benefits................... 22
Death Benefit........................... 22
Policy Settlement....................... 22
Settlement Options.................... 22
The Company............................. 23
Directors & Officers.................... 24
Additional Information.................. 25
Reports to Policyowners............... 25
Right to Instruct Voting of Fund
Shares............................... 25
Disregard of Voting Instructions...... 25
State Regulation...................... 26
Legal Matters......................... 26
The Registration Statement............ 26
Financial Statements.................. 26
Employee Benefit Plans................ 26
Distribution of the Policy............ 26
Independent Auditors.................. 26
Year 2000............................. 27
Group or Sponsored Arrangements....... 27
Tax Matters............................. 28
General............................... 28
Federal Tax Status of the Company..... 28
Life Insurance Qualification.......... 28
Charges for JP Financial Income Taxes. 30
Miscellaneous Policy Provisions......... 31
The Policy............................ 31
Payment of Benefits................... 31
Suicide and Incontestability.......... 31
Protection of Proceeds................ 31
Nonparticipation...................... 31
Changes in Owner and Beneficiary;
Assignment........................... 31
Misstatements......................... 31
Illustrations of Death Benefit, Total
Account Values and Surrender Values.... A-1
Financial Statements of the Company..... F-1
Financial Statements of the Separate Ac-
count.................................. F-18
</TABLE>
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER, SALESMAN OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON. THE PURPOSE OF THIS VARIABLE LIFE INSURANCE POLICY IS TO PROVIDE
INSURANCE PROTECTION. LIFE INSURANCE IS A LONG-TERM INVESTMENT. POLICYOWNERS
SHOULD CONSIDER THEIR NEED FOR INSURANCE COVERAGE AND THE POLICY'S LONG-TERM
INVESTMENT POTENTIAL. NO CLAIM IS MADE THAT THE POLICY IS ANY WAY SIMILAR OR
COMPARABLE TO AN INVESTMENT IN A MUTUAL FUND.

2
<PAGE>

DEFINITIONS

Accumulation Value: The total amount that a Policy provides for investment
plus the amount held as collateral for Policy Debt.

Age: The Insureds' ages at their nearest birthdays.

Allocation Date: The date when the initial Net Premium is placed in the
Divisions and the General Account as instructed by the Policyowner in the
application. The Allocation Date is 25 days from the date the Company mails
the Policy to the agent for delivery to the Policyowner. However, if either
insured is in a substandard risk class, the Allocation Date will be the date
the Company receives from You all administrative items needed to activate the
Policy.

Attained Age: The respective ages of the Insureds at the last Policy
Anniversary.

Beneficiary: The person you designate in the application to receive the Death
Benefit proceeds. If changed, the Beneficiary is as shown in the latest change
filed with the Company. If no Beneficiary survives either Insured, You or Your
estate will be the Beneficiary. The Beneficiary's interest may be subject to
that of any assignee.

Cash Value: The Accumulation Value less any Surrender Charge. This amount
less any Policy Debt is payable to the Policyowner on surrender of the Policy.

Code: The Internal Revenue Code of 1986, as amended.

Company: Jefferson Pilot Financial Insurance Company.

Cost of Insurance: A charge related to the Company's expected mortality cost
for Your basic insurance coverage under the Policy, not including any
supplemental benefit provision that You may elect through a Policy rider.

Cumulative Minimum Premium: An amount equal to the Minimum Annual Premium
divided by 12 and multiplied by the number of completed policy months.

Date of Receipt: Any Company business day, prior to 4:00 p.m. Eastern time,
on which a notice or premium payment is received at the Company's home office.

Death Benefit: The amount which is payable on the Second Death, adjusted as
provided in the Policy.

Death Benefit Options: Either of the two methods for determining the Death
Benefit.

Division: A separate division of Separate Account C which invests only in the
shares of a specified Portfolio of a Fund.

Fund: An open-end management investment company (mutual fund) whose shares
are purchased by the Separate Account to fund the benefits provided by the
Policy.

General Account: A non-variable funding option available in the Policy that
guarantees a minimum interest rate of 4% per year.

Grace Period: The 61-day period beginning on the Monthly Anniversary Day on
which the Policy's Cash Value less any Policy Debt is insufficient to cover
the current Monthly Deduction, unless the cumulative minimum premium
requirement has been met. The Policy will lapse without value at the end of
the 61-day period unless a sufficient payment is received by the Company.

Home Office: The Company's principal executive offices at One Granite Place,
Concord, New Hampshire 03301.

Insureds: The two persons on whose lives the Policy is issued.

Issue Age(s): The Age of each Insured on the Policy's Issue Date.

Issue Date: The effective date on which coverage begins under the Policy.

Load Basis Amount: A rate per $1,000 of Specified Amount to which the
Acquisition Charge applies and which varies by sex, Issue Ages, rating class
of the Insureds and Specified Amount.

Loan Value: Generally, 90% of the Policy's Cash Value on the date of a loan.

Minimum Annual Premium: The amount of premium to assure that the Policy
remains in force for at least 5 Policy Years from the Issue Date even if the
Surrender Value is insufficient to satisfy the current Monthly Deduction.

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

Net Premium: The gross premium less a 2.5% State Premium Tax Charge and a
1.25% Federal DAC Tax Charge.

Policy: The life insurance contract described in this Prospectus.

Policy Date: The date set forth in the Policy and from which policy years,
policy months and policy anniversaries will be determined. If the Policy Date
should fall on the 29th, 30th or 31st of a month, the Policy Date will be the
1st of the following month. You may request the Policy Date. If You do not
request a date, it is the date the Policy is issued.

Policy Debt: The sum of all unpaid policy loans and accrued interest thereon.

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

Proof of Death: One or more of: a) a copy of a certified death certificate;
b) a copy of a certified decree of a court of competent jurisdiction as to the
finding of death; c) a written statement by a medical doctor who attended the
Insured; or d) any other proof satisfactory to the Company.

Second Death: Death of the Surviving Insured.

SEC: Securities and Exchange Commission.

Separate Account C: JPF Separate Account C, a separate investment account
established by the Company for the purpose of funding the Policy.

Specified Amount: The amount chosen by the Policyowner at application, which
may subsequently be decreased, and used in determining the Death Benefit.

3
<PAGE>

DEFINITIONS, CONTINUED

State: Any State of the United States, the District of Columbia, Puerto Rico,
Guam, the Virgin Islands or any other possession of the United States.

Surrender Charge: An amount retained by the Company upon the Surrender of the
Policy, a Withdrawal or a decrease in Specified Amount.

Surrender Value: Cash Value less any Policy Debt.

Surviving Insured: The Insured living after one of the Insureds dies.

Target Premium: The premium from which first year commissions will be
determined and which varies by sex, Issue Ages, rating class of the Insureds
and Specified Amount.

Valuation Date: The date and time at which the Accumulation Value of a
variable investment option is calculated. Currently, this calculation occurs
after the close of business of the New York Stock Exchange on any normal
business day, Monday through Friday, that the New York Stock Exchange and the
Company are open. In addition to being closed on all federal holidays, the
Company will also be closed on Good Friday, the Friday following Thanksgiving
and the day before or following Christmas.

Valuation Period: The period of time from between two successive Valuation
Dates, beginning at the close of regular trading on the New York Stock
Exchange on each Valuation Date, and ending at the close of regular trading on
the New York Stock Exchange on the next succeeding Valuation Date.

We, Our, Us, Company: Jefferson Pilot Financial Insurance Company, its
successors or assigns.

You, Your: Policyowner.

Younger Insured's Attained Age 100: the Policy anniversary on which the
younger insured would be Attained Age 100, regardless of whether he or she is
still alive.

4
<PAGE>

POLICY SUMMARY

This Prospectus describes a flexible premium variable life insurance policy
issued on the lives of two Insureds. The Policy provides life insurance and
pays a benefit (subject to adjustment under the Policy's Age and/or Sex,
Suicide and Incontestability, and Grace Period provisions) upon surrender or
Second Death. The Policy allows flexible premium payments, Policy Loans,
Withdrawals and a choice of two Death Benefit Options. Account values may be
either fixed or variable or a combination of fixed and variable.

Charges and fees will be assessed against premium payments, Accumulation
Value, the Separate Account, the underlying Funds and upon surrender or
decrease in Specified Amount.

You must purchase Your variable life insurance policy from a registered
representative. The Policy, the initial application on the Insureds, any
subsequent applications and any riders constitute the entire contract.

At the time of application, You must choose a Death Benefit Option, decide on
the amount of premium and determine how to allocate Net Premiums. You may
elect to supplement the benefits afforded by the Policy through the addition
of riders We make available.

The proceeds payable upon the Second Death depend on the Death Benefit Option
chosen. Under Option 1 the Death Benefit equals the current Specified Amount.
Under Option 2, the Death Benefit equals the current Specified Amount plus the
Accumulation Value on the date of death. The Death Benefit proceeds will be
reduced by repayment of any outstanding Policy Debt.

Although the Policy is designed to allow flexible premiums, You must pay
sufficient premiums to continue the Policy in force. An initial premium, based
on Issue Age, underwriting class and Specified Amount must be paid at issue.
No premium payment may be less than $250 ($50 for electronic fund transfers).
Premium reminder notices will be sent for Planned Premiums and for premiums
required to continue the Policy in force. Should Your Policy lapse, You may
reinstate it.

You may allocate Your Net Premiums to the Separate Account, the General
Account or both Accounts. Net Premiums allocated to the Separate Account must
be allocated to one or more of the Divisions of the Separate Account and
allocations must be in whole percentages. The variable portion of the Policy
is supported by the Divisions You choose and will vary with the investment
performance of the associated Portfolios. Net Premiums allocated to the
General Account will accumulate at rates of interest We determine. The
effective rate of interest will not be less than 4% per year.

THE SEPARATE ACCOUNT

The Separate Account underlying the Policy is JPF Separate Account C. Amounts
allocated to the Separate Account are invested in the Portfolios. Each
Portfolio is a series of an open-end management investment company (mutual
fund) whose shares are purchased by the Separate Account to fund the benefits
provided by the Policy. The Portfolios, including their investment objectives
and their investment advisers, are described in this Prospectus. Complete
descriptions of the Portfolios' investment objectives and restrictions and
other material information relating to the Portfolios are contained in the
Portfolios' prospectuses, which are delivered with this Prospectus.

Separate Account C was established under New Hampshire law on August 4, 1993.
Under New Hampshire Insurance Law, the income, gains or losses of the Separate
Account are credited without regard to the other income, gains or losses of
the Company. These assets are held for the Company's variable life insurance
policies. Any and all distributions made by the Portfolios with respect to
shares held by the Separate Account will be reinvested in additional shares at
net asset value. The assets maintained in the Separate Account will not be
charged with any liabilities arising out of any other business conducted by
the Company. The Company is, however, responsible for meeting the obligations
of the Policy to the Policyowner.

No stock certificates are issued to the Separate Account for shares of the
Portfolios held in the Separate Account. Ownership of Portfolio shares is
documented on the books and records of the Portfolios and of the Company for
the Separate Account.

The Separate Account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940 and meets the definition of separate
account under the federal securities laws. Such registration does not involve
any approval or disapproval by the Commission of the Separate Account or the
Company's management or investment practices or policies. The Company does not
guarantee the Separate Account's investment performance.

Divisions. The Policies presently offer twenty Divisions but may add or
delete Divisions. You may invest in a total of 17 Divisions over the life of
the Policy. Each Division will invest exclusively in shares of a single
Portfolio.

5
<PAGE>

CHARGES & FEES

CHARGES & FEES ASSESSED AGAINST PREMIUM

PREMIUM CHARGES

Before a premium is allocated to any of the Divisions of Separate Account C
and the General Account, We will deduct a state premium tax charge of 2.5%
(which represents an average of actual premium taxes imposed) unless otherwise
required by state law (2.35% in California). We may impose the premium tax
charge in states which do not themselves impose a premium tax. The state
premium tax charge reimburses the Company for taxes it pays to states and
municipalities in which the Policy is sold. The amount of tax assessed by a
state or municipality may be more or less than the charge. We will also deduct
a federal income tax charge of 1.25% ("Federal DAC Tax Charge") which
reimburses the Company for its increased federal tax liability under the
federal tax laws. The Company has determined that these state and federal tax
charges are reasonable in relation to its tax liability, but subject to state
law, reserves the right to increase these tax charges due to changes in the
state or federal tax laws that increase the Company's tax liability.

CHARGES & FEES ASSESSED AGAINST ACCUMULATION VALUE

Charges and fees assessed against the Policy's Accumulation Value can be
deducted from any one of the Divisions, the General Account, or pro rata from
each of the Divisions and the General Account. If You do not designate one
Division, the charges will be deducted pro rata from each of the Divisions and
the General Account.

MONTHLY DEDUCTION

On each Monthly Anniversary Date and on the Policy Date, We will deduct from
the Policy's Accumulation Value an amount to cover certain expenses associated
with start-up and maintenance of the Policy, administrative expenses, the cost
of insurance for the Policy and any optional benefits added by rider.

The Monthly Deduction equals:

i) the Cost of Insurance for the Policy (as described below), plus

ii) a Monthly Administrative Fee of $10, plus

iii) a monthly Unit Expense Charge of .05 per $1,000 of Specified Amount
in Policy Years 1 through 10 (not less than $15 per month), and .02 per
$1,000 of Specified Amount in Policy Years 11 and thereafter (not to exceed
$50 per month or go below $15 per month), plus

iv) a monthly Acquisition Charge during the first two Policy Years equal
to 2% of Load Basis Amount per month in Policy Year 1 and 1% of Load Basis
Amount per month in Policy Year 2, plus

v) the cost of optional benefits provided by rider.

Cost of Insurance. The Cost of Insurance charge is related to the Company's
expected mortality cost for Your basic insurance coverage under the Policy,
not including any supplemental benefit provisions that You may elect through a
Policy rider.

The Cost of Insurance charge equals (i) multiplied by the result of (ii)
minus (iii) where:

i) is the current Cost of Insurance Rate as described in the Policy;

ii) is the death benefit at the beginning of the policy month divided by
1.0032737 (to arrive at the proper values for the beginning of the month
assuming the guaranteed interest rate of 4%; and

iii) is the Accumulation Value at the beginning of the policy month.

The current Cost of Insurance Rate is variable and is based on both
Insureds' issue ages, sex (where permitted by law), Policy Year, rating class
of the Insureds and Specified Amount. Because the Accumulation Value and the
Death Benefit of the Policy may vary from month to month, the Cost of
Insurance charge may also vary on each day a Monthly Deduction is taken. In
addition, You should note that the Cost of Insurance charge is related to the
difference between the Death Benefit payable under the Policy and the
Accumulation Value of the Policy. An increase in the Accumulation Value or a
decrease in the Death Benefit may result in a smaller Cost of Insurance charge
while a decrease in the Accumulation Value or an increase in the Death Benefit
may result in a larger cost of insurance charge.

The Cost of Insurance rate for standard risks will not exceed those based on
the 1980 Commissioners Standard Ordinary Mortality Tables Male or Female (1980
Tables). Substandard risks will have monthly deductions based on Cost of
Insurance

6
<PAGE>

rates which may be higher than those set forth in the 1980 Tables. A table of
guaranteed maximum Cost of Insurance rates per $1,000 of the Amount at Risk
will be included in each Policy. We may adjust the Monthly Cost of Insurance
rates from time to time. Adjustments will be on a class basis and will be
based on Our estimates for future factors such as mortality, investment
income, expenses, reinsurance costs and the length of time Policies stay in
force. Any adjustments will be made on a nondiscriminatory basis. The current
Cost of Insurance rate will not exceed the applicable maximum Cost of
Insurance rate shown in Your Policy.

Monthly Administrative Expense Charge. The Monthly Deduction amount also
includes a monthly administration fee of $10.00. This fee may not be
increased.

Unit Expense Charge. The Monthly Deduction amount also includes a current
administrative expense charge of $0.05 per month per $1,000 of Specified
Amount for Policy Years 1 through 10 (not less than $15 per month) and $0.02 a
month per $1,000 of Specified Amount for Policy Years 11 and thereafter (not
less than $15 per month nor more than $50 per month). These charges are for
items such as underwriting and issuance, premium billing and collection,
policy value calculation, confirmations and periodic reports.

Acquisition Charge. We will deduct from the Accumulation Value a monthly
acquisition charge of 2% of the Load Basis Amount in the first Policy Year and
1% of the Load Basis Amount in the second Policy Year. This charge does not
vary with the amount of premium paid. We reserve the right to increase or
decrease this charge for policies not yet issued in order to correspond with
changes in distribution costs of the Policy. The charge compensates Us for the
cost of selling the Policy, including, among other things, agents'
commissions, advertising and printing of prospectuses and sales literature.
Normally this charge plus the Surrender Charge, discussed below, compensate Us
for total sales expenses for the year. To the extent sales expenses in any
policy year are not recovered by this Acquisition Charge and the Surrender
Charge, the sales expenses may be recovered from other sources which may
include profits from the Mortality Risk and Expense Risk Charges.

Charges for Optional Benefits. If You elect any optional benefits by adding
riders to the Policy, an optional benefits charge will be included in the
Monthly Deduction amount. The amount of the charge will vary depending upon
the actual optional benefits selected and is described on each applicable
Policy rider.

CHARGES & FEES ASSESSED AGAINST THE SEPARATE ACCOUNT

MORTALITY AND EXPENSE RISK CHARGE

We will assess a charge on a daily basis against each Division at a current
annual rate of 1.00% in Policy Years 1 through 10 (1.25% guaranteed) and .60%
in Policy Years 11 and thereafter (.85% guaranteed) of the value of the
Divisions to compensate Us for mortality and expense risks We assume in
connection with the Policy. The mortality risk assumed by the Company is that
Insureds, as a group, may live for a shorter period of time than estimated and
that the Company will, therefore, pay a Death Benefit before collecting a
sufficient Cost of Insurance charge. The expense risk assumed is that expenses
incurred in issuing and administering the Policies and operating the Separate
Account will be greater than the administrative charges assessed for such
expenses.

The Separate Account is not subject to any taxes. However, if taxes are
assessed against the Separate Account, We reserve the right to assess taxes
against the Separate Account Value.

ADMINISTRATIVE CHARGE FOR TRANSFERS OR WITHDRAWAL

We will impose an Administrative Fee of $50 for each transfer among the
Divisions of the Separate Account or the General Account, after the first 12
transfers in a Policy Year (up to a maximum of 20). An Administrative Fee of
$50 will also be charged for withdrawals.

7
<PAGE>

CHARGES ASSESSED AGAINST THE UNDERLYING FUNDS

Following are the investment advisory and sub-investment management fees,
paid by each of the Funds as a percentage of average net assets.

Jefferson Pilot Variable Fund

<TABLE>
<CAPTION>
WORLD GROWTH STOCK,
GLOBAL HARD ASSETS,
SMALL COMPANY, HIGH YIELD
GROWTH AND INCOME, CAPITAL EMERGING BOND AND INTERNATIONAL
AVERAGE DAILY NET ASSETS MONEY MARKET AND BALANCED GROWTH GROWTH GROWTH EQUITY
- ------------------------ ------------ ------------------- ------- -------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
First $200 Million...... .50% .75% 1.00% .80% .75% 1.00%
Next $1.1 Billion....... .45% .70% .95% .75% .75% 1.00%
Over $1.3 Billion....... .40% .65% .90% .70% .75% 1.00%
</TABLE>

The compensation of the Sub-Investment Managers is paid directly from the
investment management fees of JP Investment Advisory and is set forth in the
table below as an annual percentage of the average daily net assets of the
Portfolio managed:

<TABLE>
<CAPTION>
SUB-INVESTMENT MANAGER FEES
--------------------------------------------------------------------
JANUS TEMPLETON VAN ECK PIONEER
AVERAGE DAILY NET ASSETS CAPITAL GROWTH WORLD GROWTH STOCK GLOBAL HARD ASSETS SMALL COMPANY
- ------------------------ -------------- -------------------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
First $200 Million...... .75% .50% .50% .50%
Next $1.1 Billion....... .70% .45% .45% .45%
Over $1.3 Billion....... .65% .40% .40% .40%
<CAPTION>
WARBURG GROWTH MFS MFS MFS MORGAN
NET ASSETS & INCOME EMERGING GROWTH MONEY MARKET HIGH YIELD BALANCED
---------- -------------- -------------------- ------------------ ------------- --------
<S> <C> <C> <C> <C> <C>
First $100 Million...... .50% .40% .30% .40% .45%
Next $100 Million....... .50% .40% .30% .40% .40%
Next $200 Million....... .50% .40% .25% .40% .35%
Over $400 Million....... .50% .40% .25% .40% .30%
<CAPTION>
LOMBARD ODIER
NET ASSETS STRONG GROWTH INTERNATIONAL EQUITY
---------- -------------- --------------------
<S> <C> <C> <C> <C> <C>
First $25 Million....... .60% .50%
Next $75 Million........ .50% .50%
Next $50 Million........ .40% .50%
Over $150 Million....... .30% .50%
</TABLE>

Templeton International Fund: Class 2.

<TABLE>
<CAPTION>
AVERAGE DAILY NET ASSETS
- ------------------------
<S> <C>
First $200 million....................................................... .75%
Next $1.1 billion........................................................ .675%
Over $1.3 billion........................................................ .60%
</TABLE>

8
<PAGE>

FIDELITY VIP AND VIP II

The monthly management fee for all Portfolios (except Index 500) is
calculated by adding a group fee rate to an individual fund fee rate,
multiplying the result by the fund's monthly net assets, and dividing by
twelve.

<TABLE>
<S> <C> <C>
Individual Fund Fee Rates: Equity-Income Portfolio.............................. 0.20%
Growth Portfolio..................................... 0.30%
Contrafund Portfolio................................. 0.30%
</TABLE>

Group Fee Rates--Equity-Income, Growth and Contrafund Portfolios: The group
fee rate is based on the monthly average net assets of all of the registered
investment companies with which Fidelity Management & Research Company has
management contracts and is calculated on a cumulative basis pursuant to a
graduated fee rate schedule, a portion of which is shown below. The maximum
group fee rate is 0.52% of monthly net assets. As of November 1997, the
effective annual group fee rate was 0.2947%, which is the weighted average of
the respective fee rates of each level of group net assets up to $543 billion,
which was the approximate level of group net assets as of that date.
Additional information concerning the group fee rates is contained in the
Statement of Additional Information for those Portfolios.

<TABLE>
<S> <C> <C> <C>
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL RATE
----------------------- ---------------------
<CAPTION>
AVERAGE GROUP ANNUALIZED GROUP NET EFFECTIVE ANNUAL
ASSETS RATE ASSETS RATE
------------- ---------- --------- ----------------
<S> <C> <C> <C>
**** ****
$498-$534 billion .2550% $525 billion .2962%
Over $534 billion .2500% $550 billion .2942%
</TABLE>

The Index 500 Portfolio pays a monthly management fee to FMR at an annual
rate of 0.28% of its monthly average net assets.

MFS Research Series and MFS Utilities Series: 0.75% of average daily net
assets.

Oppenheimer Strategic Bond Fund: 0.10% of average daily net assets.

Oppenheimer Bond Fund: 0.15% of average daily net assets.

9
<PAGE>

Certain of the unaffiliated Portfolio advisers reimburse the Company for
administrative costs incurred in connection with administering the Funds as
variable funding options under the Policy (Templeton--0.25%, MFS--0.15%,
Oppenheimer--0.10% for the Bond Fund and 0.15% for the Strategic Bond Fund;
all reimbursements are expressed as a percentage of average daily net assets
under management). These reimbursements are paid by the advisers and are not
charged to the Portfolios.

For further details on each Portfolio's expenses please refer to that
Portfolio's prospectus. Additional copies of each Portfolio's prospectus and
the Statement of Additional Information for each Portfolio may be obtained
free of charge by calling (800)-452-4822.

CHARGES DEDUCTED UPON SURRENDER

If You surrender the Policy, reduce the Specified Amount, or the Policy
lapses during the first nine Policy Years, We will assess a contingent
deferred sales charge, which will be deducted from the Policy's Accumulation
Value. This charge is imposed in part to recover distribution expenses and in
part to recover certain first year administrative costs. The initial Surrender
Charges will be specified in Your Policy and will be in compliance with each
state's nonforfeiture law.

When We issue Your Policy, We determine the initial Surrender Charge. To
determine the initial Surrender Charge, We multiply the initial Specified
Amount of Your Policy by a rate per thousand dollars of Specified Amount. The
applicable rate depends on the sex, Issue Ages, and rating class of the
Insureds. For the following examples of Insureds, the applicable rates per
1000 are:

Male Standard Non-Smoker Age 35, Female Standard Non-Smoker Age 30$2.72
Male Standard Non-Smoker Age 45, Female Standard Non-Smoker Age 40$4.87
Male Standard Non-Smoker Age 55, Female Standard Non-Smoker Age 50$9.36
Male Standard Smoker Age 55, Female Standard Non-Smoker Age 50$10.60
Male Non-Smoker Age 55 Rated Table H, Female Standard Non-Smoker Age 50$11.29
Male Standard Non-Smoker Age 65, Female Standard Non-Smoker Age 60$17.80
Male Standard Non-Smoker Age 75, Female Standard Non-Smoker Age 70$33.19

Accordingly, if the Insureds were a male standard non-smoker age 55, and a
female standard non-smoker age 50, and the Policy's Specified Amount was
$500,000, the initial Surrender Charge would be $4,680 (9.36 x 500).

The maximum rate per 1000 of Specified Amount, considering all possible
combinations of sex, Issue Ages, and rating class of the Insureds, is $43.32.

The Surrender Charge in any given Policy Year will equal a percentage of the
initial Surrender Charge as follows:

<TABLE>
<CAPTION>
SURRENDER CHARGE AS
POLICY YEAR PERCENTAGE OF INITIAL SURRENDER CHARGE*
----------- ---------------------------------------
<S> <C>
0 - 5........................... 100%
6............................... 80%
7............................... 60%
8............................... 40%
9............................... 20%
10+............................. 0%
</TABLE>
- -------
* May be lower at some ages

We will not assess a Surrender Charge after the ninth Policy Year. A pro rata
portion of any Surrender Charge will be assessed upon withdrawal or reduction
in the Specified Amount. The Policy's Accumulation Value will be reduced by
the amount of any withdrawal or reduction in Specified Amount plus any
applicable pro rata Surrender Charge.

SURRENDER CHARGES ON SURRENDERS AND WITHDRAWALS

All applicable Surrender Charges are imposed on Surrenders.

We will impose a pro rata Surrender Charge on Withdrawals. The pro rata
Surrender Charge is the amount of the Withdrawal divided by the Cash Value. We
will reduce any applicable remaining Surrender Charges by the same proportion.
A transaction charge of $50 will be deducted from the amount of each
Withdrawal. (See "Withdrawals") The Surrender Charge dose not apply to Policy
loans.

10
<PAGE>

We will also impose a pro rata Surrender Charge on Decreases in Specified
Amount. The pro rata portion will equal the amount of the Specified Amount
reduction divided by the Specified Amount before the reduction.

OTHER CHARGES

We reserve the right to charge the assets of each Division to provide for any
income taxes or other taxes payable by Us on the assets attributable to that
Division. Although We currently make no charge, we reserve the right to charge
You an administrative fee, not to exceed $50, to cover the cost of preparing
any additional illustrations of current Cash Values and current mortality
assumptions which you may request after the Policy Date.

ALLOCATION OF PREMIUMS

You may allocate all or a part of Your Net Premiums to the Divisions
currently available under Your Policy or You may allocate all or a part of
Your Net Premiums to the General Account.

THE PORTFOLIOS

The Separate Account currently invests in shares of the Portfolios listed
below. Net Premiums applied to the Separate Account will be invested in the
Portfolios in accordance with Your selection. Portfolios may be added or
withdrawn as permitted by applicable law. We reserve the right to limit the
total number of Portfolios You may elect to 17 over the lifetime of the Policy
or to increase the total number of Portfolios You may elect. Shares of the
Portfolios are not sold directly to the general public. Each of the Portfolios
is available only through the purchase of variable annuities or variable life
insurance policies. (See Mixed and Shared Funding)

The investment results of the Portfolios, whose investment objectives are
described below, are likely to differ significantly. There is no assurance
that any of the Portfolios will achieve their respective investment
objectives. Investment in some of the Portfolios involves special risks, which
are described in their respective prospectuses. You should read the
prospectuses for the Portfolios and consider carefully, and on a continuing
basis, which Portfolio or combination of Portfolios is best suited to Your
long-term investment objectives. Except where otherwise noted, all of the
Portfolios are diversified, as defined in the Investment Company Act of 1940.

. JPVF International Equity Portfolio seeks long-term capital appreciation
through investments in securities whose primary trading markets are
outside the United States.

. JPVF World Growth Stock Portfolio seeks to achieve long-term capital
growth through a policy of investing primarily in stocks of companies
organized in the United States or in any foreign nation. A portion of
the Portfolio may also be invested in debt obligations of companies and
governments of any nation. Any income realized will be incidental.

. JPVF Emerging Growth Portfolio seeks to provide long-term growth of
capital. Dividend and interest income from portfolio securities, if any,
is incidental to the Portfolio's investment objective of long-term
growth.

. JPVF Growth Portfolio seeks capital growth by investing primarily in
equity securities that the Sub-Investment Manager believes have above-
average growth prospects.

. JPVF Capital Growth Portfolio seeks capital growth. Realization of
income is not a significant investment consideration and any income
realized will be incidental.

. JPVF Small Company Portfolio seeks to achieve growth of capital. The
Portfolio pursues its objective by investing primarily in a diversified
portfolio of equity securities issued by small companies, which are
defined as companies with market capitalizations equal to or less than
the largest company in the Russell 2000(R) Index.

. JPVF Growth and Income Portfolio seeks long-term growth of capital by
investing primarily in a wide range of equity issues that may offer
capital appreciation and, secondarily, seeks a reasonable level of
current income.

. JPVF Global Hard Assets Portfolio seeks long-term capital appreciation
by investing globally, primarily in "Hard Asset Securities". Hard Asset
Securities include equity and debt securities of "Hard Asset Companies",
that are directly or indirectly engaged in the exploration, development,
production or distribution of one or more of the following: precious
metals; ferrous and non-ferrous metals; oil and gas, petroleum,
petrochemicals or other hydrocarbons; forest productions; real estate;
and other basic non-agricultural commodities. Income is a secondary
consideration.

. JPVF Balanced Portfolio seeks reasonable current income and long-term
capital growth, consistent with conservation of capital, by investing
primarily in common stocks and fixed income securities.

. JPVF High Yield Bond Portfolio seeks a high level of current income by
investing primarily in corporate obligations with emphasis on higher
yielding, higher risk, lower-rated or unrated securities. These
securities may be considered speculative and involve greater risks,
including risk of default, than higher rated securities.

11
<PAGE>

. JPVF Money Market Portfolio seeks to achieve as high a level of current
income as is consistent with preservation of capital and liquidity. An
investment in the Money Market Portfolio is neither insured nor
guaranteed by the U.S. Government.

. Fidelity Variable Insurance Products Fund--Growth Portfolio seeks
capital appreciation by investing primarily in common stocks.

. Fidelity Variable Insurance Products Fund--Equity-Income Portfolio seeks
reasonable income by investing primarily in income-producing equity
securities. In choosing these securities, the Fund will also consider
the potential for capital appreciation.

. Fidelity Investments' Variable Insurance Products Fund II--Contrafund
Portfolio seeks maximum total return over the long term by investing its
assets mainly in equity securities of companies that are undervalued or
out-of-favor.

. Fidelity Variable Insurance Products Fund II--Index 500 Portfolio seeks
investment results that correspond to the total return of common stocks
publicly traded in the United States, as represented by the S&P 500.

. MFS Variable Insurance Trust--Research Series seeks to provide long-term
growth of capital and future income by investing a substantial
proportion of its assets in equity securities of companies believed to
possess better-than-average prospects for long-term growth.

. MFS Variable Insurance Trust--Utilities Series seeks capital growth and
current income (incomes above that available from a portfolio invested
entirely in equity securities) by investing, under normal circumstances,
at least 65% (but up to 100% at the discretion of the Adviser) of its
assets in equity and debt securities of both domestic and foreign
companies in the utilities industry.

. Oppenheimer Variable Account Funds--Strategic Bond Fund seeks a high
level of current income principally derived from interest on debt
securities and seeks to enhance such income by writing covered call
options on debt securities. The Portfolio intends to invest principally
in: (i) foreign government and corporate debt securities, (ii) U.S.
Government securities, and (iii) lower-rated high yield domestic debt
securities, commonly known as "junk bonds", which are subject to a
greater risk of loss of principal and nonpayment of interest than
higher-rated securities. These securities may be considered to be
speculative.

. Oppenheimer Variable Account Funds--Bond Fund primarily seeks a high
level of current income from investment in high yield, fixed-income
securities rated "Baa" or better by Moody's or "BBB" or better by
Standard & Poor's. Secondarily, this Portfolio seeks capital growth when
consistent with its primary objective.

. Templeton Variable Product Series Fund--Templeton International Fund
seeks long-term capital growth through a flexible policy of investing in
stocks and debt obligations of companies and governments outside the
United States. Any income realized will be incidental. Although the
Templeton International Fund generally invests in common stock, it may
also invest in preferred stocks and certain debt securities such as
convertible bonds which are rated in any category by Standard & Poor's
Corporation or Moody's Investors Service, Inc. or which are unrated by
any rating agency.

Some of the above Portfolios may use instruments known as derivatives as part
of their investment strategies, as described in their respective prospectuses.
The use of certain derivatives such as inverse floaters and principal on debt
instruments may involve higher risk of volatility to a Portfolio. The use of
leverage in connection with derivatives can also increase risk of losses. See
the prospectus for the Portfolio for a discussion of the risks associated with
an investment in those Portfolios. You should refer to the accompanying
prospectuses of the Portfolios for more complete information about their
investment policies and restrictions.

INVESTMENT ADVISERS FOR EACH OF THE FUNDS:

Jefferson Pilot Variable Fund, Inc. ("JPVF") The investment manager to JPVF
is Jefferson Pilot Investment Advisory Corporation ("JP Investment Advisory"),
an affiliate of the Company. JP Investment Advisory and JPVF have contracted
with nine unaffiliated companies to act as sub-investment managers to the
Funds. They are: Lombard Odier International Portfolio Management Limited
("Lombard Odier") for the International Equity Portfolio; Templeton Global
Advisors, Limited ("Templeton") for the World Growth Stock Portfolio;
Massachusetts Financial Services Company ("MFS") for the Emerging Growth
Portfolio, the High Yield Bond Portfolio and the Money Market Portfolio; Janus
Capital Corporation ("Janus") for the Capital Growth Portfolio; Strong Capital
Management, Inc. ("Strong") for the Growth Portfolio; Pioneering Management
Corporation ("Pioneer") for the Small Company Portfolio; Warburg Pincus Asset
Management, Inc. ("Warburg") for the Growth and Income Portfolio; Van Eck
Associates Corporation ("Van Eck") for the Global Hard Assets Portfolio; and
J.P. Morgan Investment Management, Inc. ("Morgan") for the Balanced Portfolio.

12
<PAGE>

Fidelity Variable Insurance Products Fund--Fidelity Management & Research
Company ("FMR")

Fidelity Variable Insurance Products Fund II--FMR

MFS Variable Insurance Trust--Massachusetts Financial Services Company
("MFS")

Oppenheimer Variable Account Funds--OppenheimerFunds, Inc. ("Oppenheimer")

Templeton Variable Products Series Fund--Templeton Investment Counsel, Inc.
("TICI")

MIXED AND SHARED FUNDING; CONFLICTS OF INTEREST

Shares of the Funds are available to insurance company separate accounts
which fund variable annuity contracts and variable life insurance policies,
including the Policy described in this Prospectus. Because Fund shares are
offered to separate accounts of both affiliated and unaffiliated insurance
companies, it is conceivable that, in the future, it may not be advantageous
for variable life insurance separate accounts and variable annuity separate
accounts to invest in these Funds simultaneously, since the interests of such
Policyowners or contractholders may differ. Although neither the Company nor
the Funds currently foresees any such disadvantages either to variable life
insurance or to variable annuity Policyowners, each Fund's Board of
Trustees/Directors has agreed to monitor events in order to identify any
material irreconcilable conflicts which may possibly arise and to determine
what action, if any, should be taken in response thereto. If such a conflict
were to occur, one of the separate accounts might withdraw its investment in a
Fund. This might force that Fund to sell portfolio securities at
disadvantageous prices.

FUND ADDITIONS, DELETIONS OR SUBSTITUTIONS

The Company reserves the right, subject to compliance with appropriate state
and federal laws, to add, delete or substitute shares of another Portfolio or
Fund for Portfolio shares already purchased or to be purchased in the future
for the Division in connection with the Policy. The Company may substitute
shares of one Portfolio for shares of another Portfolio if, among other
things, (a) it is determined that a Portfolio no longer suits the purpose of
the Policy due to a change in its investment objectives or restrictions; (b)
the shares of a Portfolio are no longer available for investment; or (c) in
the Company's view, it has become inappropriate to continue investing in the
shares of the Portfolio. Substitution may be made with respect to both
existing investments and the investment of any future premium payments.
However, no substitution of securities will be made without prior notice to
Policyowners, and without prior approval of the SEC or such other regulatory
authorities as may be necessary, all to the extent required and permitted by
the Investment Company Act of 1940 or other applicable law.

We also reserve the right to make the following changes in the operation of
the Separate Account and the Divisions;

(a) to operate the Separate Account in any form permitted by law;

(b) to take any action necessary to comply with applicable law or obtain
and continue any exemption from applicable laws;

(d) to add, combine, or remove Divisions in the Separate Account;

(e) to assess a charge for taxes attributable to the operation of the
Separate Account or for other taxes, described in "Charges and Fees--Other
Charges" on page 10 above; and

(f) to change the way We assess other charges, as long as the total other
charges do not exceed the amount currently charged the Separate Account and
the Portfolios in connection with the Policies.

Portfolio shares are subject to certain investment restrictions which may not
be changed without the approval of the majority of the Portfolios'
shareholders. See accompanying Prospectus for the Portfolios.

GENERAL ACCOUNT

Interests in the General Account have not been registered with the SEC in
reliance upon exemptions under the Securities Act of 1933, as amended and the
General Account has not been registered as an investment company under the
1940 Act. However, disclosure in this Prospectus regarding the General Account
may be subject to certain generally applicable provisions of the federal
securities laws relating to the accuracy and completeness of the statements.
Disclosure in this Prospectus relating to the Fixed Account has not been
reviewed by the SEC.

13
<PAGE>

The General Account is a fixed funding option available under the Policy. The
Company guarantees a minimum interest rate of 4.0% on amounts in the General
Account and assumes the risk of investment gain or loss. The investment gain
or loss of the Separate Account or any of the Portfolios does not affect the
General Account Value.

The General Account is secured by the general assets of the Company. The
general assets of the Company include all assets of the Company other than
those held in separate accounts sponsored by the Company or its affiliates.
The Company will invest the assets of the General Account in those assets
chosen by the Company, as allowed by applicable law. Investment income of such
General Account assets will be allocated by the Company between itself and
those policies participating in the General Account.

The Company guarantees that, at any time, the General Account Value of Your
Policy will not be less than the amount of the Net Premiums allocated to the
General Account, plus any monthly accumulation value adjustment, plus interest
at an annual rate of not less than 4.0%, less the amount of any Withdrawals,
Policy Loans or Monthly Deductions, plus interest at an annual rate of not
less than 4%.

If You do not accept the Policy issued as applied for or you exercise Your
"free look" option, no interest will be credited and We will retain any
interest earned on the Initial Net Premium.

POLICY CHOICES

GENERAL

The Policy is designed to provide the Insureds with lifetime insurance
protection and to provide the Policyowner with flexibility in amount and
frequency of premium payments and level of life insurance proceeds payable
under the Policy. It provides life insurance coverage on two Insureds with a
Death Benefit payable only on Second Death. You are not required to pay
scheduled premiums to keep the Policy in force and You may, subject to certain
limitations, vary the frequency and amount of premium payments.

To purchase a Policy, You must complete an application and submit it to Us
through the agent selling the Policy. You must furnish satisfactory evidence
of insurability. The Insureds under the Policy must generally be under age 85,
although one Insured may be over age 85. For ages 15 and over, each Insured's
smoking status is reflected in the current cost of insurance rates. Policies
issued in certain States will not directly reflect the Insured's sex in either
the premium rates or the charges or values under the Policy. We may reject an
application for any good reason.

The minimum Specified Amount at issue is $100,000. We reserve the right to
revise Our rules to specify different minimum Specified Amounts at issue. We
may reinsure all or a portion of the Policy.

PREMIUM PAYMENTS

The Policy is a flexible premium life insurance policy. This means that You
may decide when to make premium payments and in what amounts. You must pay
your premiums to Us at our home office or through one of Our authorized agents
for forwarding to Us. There is no fixed schedule of premium payment on the
Policy either as to amount or frequency. You may determine, within certain
limits, Your own premium payment schedule. No payment may be less than $250
($50 for electronic fund transfers). The Policy has a minimum premium period
of 5 years. If You pay the Minimum Annual Premium, We guarantee that the
Policy will stay in force throughout the minimum premium period, even if the
Surrender Value is insufficient to pay a Monthly Deduction. The minimum
initial premium will equal the Minimum Annual Premium, divided by 4. In order
to help You get the insurance benefits You desire, We will state a Planned
Periodic Premium and Premium Frequency in the Policy. This premium will
generally be based on Your insurance needs and financial abilities, the
current financial climate, the Specified Amount of the Policy and the
Insureds' ages, sex and risk classes. You are not required to pay such
premiums and failure to make any premium payment will not necessarily result
in lapse of the Policy, so long as the Policy's Surrender Value is sufficient
to pay the Monthly Deduction. Payment of the Planned Periodic Premiums will
not guarantee that Your Policy will remain in force. (See "Grace Period")

MODIFIED ENDOWMENT

The Policy will be allowed to become a Modified Endowment contract under the
Internal Revenue Code only with Your consent. Otherwise, if at any time the
premiums paid under the Policy exceed the limit for avoiding modified contract
status, We will notify You in writing within 60 days and You may request a
refund of the excess premium. If We do not receive Your request to refund the
excess premium, such amount will be held in a separate deposit fund and will
be credited with the current interest rate.

14
<PAGE>

COMPLIANCE WITH THE INTERNAL REVENUE CODE

The Policy is intended to qualify as life insurance under the Internal
Revenue Code. The Death Benefit provided by the Policy is intended to qualify
for the federal income tax exclusion. If at any time the premium paid under
the Policy exceeds the amount allowable for such qualification, We will notify
You in writing within 60 days and You may request a refund of the excess
premium. If we do not receive your request to refund the excess premium, such
amount will be held in a separate deposit fund and will be credited with the
current interest rate.

Under limited circumstances, We may backdate a Policy, upon request, by
assigning an Issue Date earlier than the date the application is signed but no
earlier than six months prior to state approval of the Policy. Backdating may
be desirable, for example, so that You can purchase a particular Policy
Specified Amount for lower Cost of Insurance Rate based on a younger insurance
age. For a backdated Policy, You must pay the premium for the period between
the Issue Date and the date the application is received at the Home Office.
Backdating of Your Policy will not affect the date on which Your premium
payments are credited to the Separate Account.

We will allocate premium payments, net of the premium tax charge and Federal
DAC tax, plus interest earned prior to the Allocation Date, among the General
Account and the divisions of the Separate Account in accordance with Your
directions to Us. The minimum percentage of any net premium payment allocated
to any division or the General Account is 5% and allocation percentages must
be in whole numbers only. Your initial premium (including any interest) will
be allocated, as You instructed, on the Allocation Date. Your subsequent
premiums will be allocated as of the date they are received in Our Home
Office. Prior to the Allocation Date, the initial net premium, and any other
premiums received, will be allocated to the General Account. (See "Right of
Policy Examination")

You may change Your premium allocation instructions at any time. Your request
may be written or by telephone, so long as the proper telephone authorization
is on file with Us. Allocations must be changed in whole percentages. The
change will be effective as of the date of the next premium payment after You
notify Us. We will send You confirmation of the change. (See "Transfers and
Allocations to Funding Options")

DEATH BENEFIT OPTIONS

At the time of purchase, You must choose between the two available Death
Benefit Options. The amount payable upon the Second Death depends upon which
Death Benefit Option You choose.

Under Option 1 the Death Benefit will be the greater of the current Specified
Amount or the Accumulation Value on the Second Death multiplied by the
corridor percentage, as described below.

Under Option 2 the Death Benefit will be the greater of the current Specified
Amount plus the Accumulation Value on the Second Death or the Accumulation
Value on the Second Death multiplied by the corridor percentage, as described
below.

The corridor percentage is used to determine a minimum ratio of Death Benefit
to Accumulation Value. This is required to qualify the Policy as life
insurance under the federal tax laws. Following is a complete list of corridor
percentages.

Corridor Percentages (Attained as of the Younger Insured at the Beginning of
the Contract Year)

Under both Option 1 and Option 2, the Death Benefit will be reduced by a
Withdrawal. (See "Withdrawals") The Death Benefit payable under either Option
will also be reduced by the amount necessary to repay the Policy Debt in full
and, if the Policy is within the Grace Period, any payment required to keep
the Policy in force.

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The Death Benefit will be set at 101% of the cash value on the Policy
Anniversary Date nearest the Younger Insured's Attained Age 100.

After We issue the Policy, You may, subject to certain restrictions, change
the Death Benefit selection from Option 1 to Option 2, or vice versa, by
sending Us a request in writing. If you change the Death Benefit option from
Option 2 to Option 1, the Specified Amount will be increased by the Policy's
Accumulation Value on the effective date of the change. If you change the
Death Benefit option from Option 1 to Option 2, the Specified Amount will be
decreased by the Policy's Accumulation Value on the effective date of the
change. We will require evidence of insurability on a request for a change
from Option 1 to Option 2.

TRANSFERS AND ALLOCATIONS TO FUNDING OPTIONS

You may transfer all or part of the Accumulation Value to any other Portfolio
or to the General Account at any time. Funds may be transferred between the
Portfolios or from the Portfolios to the General Account. We currently permit
12 transfers per year without imposing any transfer charge. For transfers over
12 in any Policy Year, We will impose a transfer charge of $50, which We will
deduct on a pro rata basis from the Division or Divisions or the General
Account into which the amount is transferred, unless You specify otherwise. We
will not impose a Transfer Charge on the transfer of any Net Premium payments
received prior to the Allocation Date, plus interest earned, from the General
Account to the Divisions on the Allocation Date, or on loan repayments. We
will not impose a Transfer Charge for transfers under the Dollar Cost
Averaging or Portfolio Rebalancing features. You may currently make up to 20
transfers per Policy Year. We reserve the right to modify transfer privileges
and charges.

You may at any time transfer 100% of the Policy's Accumulation Value to the
General Account and choose to have all future premium payments allocated to
the General Account. While You are doing this, the minimum period the Policy
will be in force will be fixed and guaranteed. The minimum period will depend
on the amount of Accumulation Value, the Specified Amount, the sex, Attained
Age and rating classes of the Insureds at the time of transfer. The minimum
period will decrease if You choose to surrender the Policy or make a
withdrawal. The minimum period will increase if You choose to decrease the
Specified Amount, make additional premium payments, or We credit a higher
interest rate or charge a lower cost of insurance rate than those guaranteed
for the General Account.

Except for transfers in connection with Dollar Cost Averaging, Automatic
Portfolio Rebalancing and loan repayments, We allow transfers out of the
General Account to the Divisions only once in every 180 days and limit their
amount to the lesser of (a) 25% of the Accumulation Value in the General
Account not being held as loan collateral, or (b) $100,000. Any other transfer
rules, including minimum transfer amounts, also apply. We reserve the right to
modify these restrictions.

We will not impose a transfer charge for a transfer of all Accumulation Value
in the Separate Account to the General Account. A transfer from the General
Account to the Divisions of the Separate Account will be subject to the
transfer charge unless it is one of the first 12 transfers in a Policy Year
and except for the transfer of any Net Premium payments received prior to the
Allocation Date, plus interest earned, from the General Account and loan
repayments.

We reserve the right to refuse or restrict transfers made by third-party
agents on behalf of Policyowners or pursuant to market timing services when We
determine that such transfers will be detrimental to the Portfolios,
Policyowners or You.

TELEPHONE TRANSFERS, LOANS AND REALLOCATIONS

You or your authorized representative may request a transfer of Accumulation
Value or reallocation of premiums (including allocation changes relating to
existing Dollar Cost Averaging and Automatic Portfolio Rebalancing programs)
either in writing or by telephone. In order to make telephone transfers, You
must complete a written telephone transfer authorization form and return it to
Us at our Home Office. All transfers must be in accordance with the terms of
the Policy. If the transfer instructions are not in good order, the Company
will not execute the transfer and You will be notified.

We may also permit loans to be made by telephone, provided that Your
authorization form is one file with Us. Only You may request loans by
telephone.

We will use reasonable procedures, such as requiring identifying information
from callers, recording telephone instructions, and providing written
confirmation of transactions, in order to confirm that telephone instructions
are genuine. Any telephone instructions which We reasonably believe to be
genuine will be Your responsibility, including losses arising from any errors
in the communication of instructions. As a result of this procedure, You will
bear the risk of loss. If the Company does not use reasonable procedures, as
described above, it may be liable for losses due to unauthorized instructions.

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AUTOMATED TRANSFERS (DOLLAR COST AVERAGING AND PORTFOLIO REBALANCING)

Dollar Cost Averaging describes a system of investing a uniform sum of money
at regular intervals over an extended period of time. Dollar Cost Averaging is
based on the economic fact that buying a security with a constant sum of money
at fixed intervals results in acquiring more of the item when prices are low
and less of it when prices are high.

You may establish automated transfers of a specific dollar amount (the
"Periodic Transfer Amount") on a monthly, quarterly or semi-annual basis from
the Money Market Division or the General Account to any other Portfolio or to
the General Account. You must have a minimum of $3,000 allocated to either the
Money Market Division or the General Account in order to enroll in the Dollar
Cost Averaging program. The minimum Periodic Transfer Amount is $250. A
minimum of 5% of the Periodic Transfer Amount must be transferred to any
specified Division. There is no additional charge for the program. You may
start or stop participation in the Dollar Cost Averaging program at any time,
but You must give the Company at least 30 days' notice to change any automated
transfer instructions that are currently in place. The Company reserves the
right to suspend or modify automated transfer privileges at any time.

You may elect an Automatic Portfolio Rebalancing feature which provides a
method for reestablishing fixed proportions between various types of
investments on a systematic basis. Under this feature, We will automatically
readjust the allocation between the Divisions and the General Account to the
desired allocation, subject to a minimum of 5% per Division or General
Account, on a quarterly, semi-annual or annual basis. There is no additional
charge for the program.

You may not elect Dollar Cost Averaging and Automatic Portfolio Rebalancing
at the same time. We will make transfers and adjustments pursuant to these
features on the Policy's Monthly Anniversary Date in the month when the
transaction is to take place, or the next succeeding business day if the
Monthly Anniversary Date falls on a holiday or weekend. We must have an
authorization form on file before either feature may begin. Transfers under
these features are not subject to the transfer fee and do not count toward the
12 free transfers or the 20 transfer maximum currently allowed per year.

Before participating in the Dollar Cost Averaging or Automatic Portfolio
Rebalancing programs, You should consider the risks involved in switching
between investments available under the Policy. Dollar Cost Averaging requires
regular investments regardless of fluctuating price levels, and does not
guarantee profits or prevent losses. Automatic Portfolio Rebalancing is
consistent with maintaining your allocation of investments among market
segments, although it is accomplished by reducing your Accumulation Value
allocated to the better performing segments. Therefore, You should carefully
consider market conditions and each Fund's investment policies and related
risks before electing to participate in the Dollar Cost Averaging or Automatic
Portfolio Rebalancing programs.

POLICY VALUES

ACCUMULATION VALUE

The Accumulation Value of Your Policy is determined on a daily basis.
Accumulation Value is the sum of the values in the Divisions plus the value in
the General Account. We calculate Your Policy's Accumulation Value in the
Divisions by units and unit values under the Policies. Your Policy's
Accumulation Value will reflect the investment experience of the Divisions
investing in the Portfolios, any additional net premiums paid, any
withdrawals, any policy loans, and any charges assessed in connection with the
Policy. We do not guarantee Accumulation Values in the Separate Account as to
dollar amount.

On the Allocation Date, the Accumulation Value in the Separate Account (the
"Separate Account Value") equals the initial premium payments, less the State
Premium Tax and Federal DAC Tax Charges, plus interest earned prior to the
Allocation Date, and less the Monthly Deduction for the first policy month. We
will establish the initial number of units credited to the Separate Account
for Your Policy on the Allocation Date. At the end of each Valuation Period
thereafter, the Accumulation Value in a Division is (i) plus (ii) plus (iii)
minus (iv) minus (v) where:

(i) is the Accumulation Value in the Division on the preceding Valuation
Date multiplied by the net investment factor, described below, for the
current Valuation Period,

(ii) is any Net Premium We receive during the current Valuation Period
which is allocated to the Division,

(iii) is all Accumulation Value transferred to the Division from another
Division or the General Account during the current Valuation Period,

(iv) is the Accumulation Value transferred from the Division to another
Division or the General Account and Accumulation Value transferred to
secure a Policy Debt during the current Valuation Period, and

(v) is all withdrawals from the Division during the current Valuation
Period.

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Whenever a Valuation Period includes the Monthly Anniversary Date, the
Separate Account Value at the end of such period is reduced by the portion of
the monthly deduction and increased by any Accumulation Value Adjustment
allocated to the Divisions.

We will calculate a guaranteed monthly Accumulation Value Adjustment at the
beginning of the second Policy Year and every Policy Year thereafter. The
adjustment will be allocated among the General Account and the Divisions in
the same proportion as premium payments. The adjustment is calculated as (i)
multiplied by the total of (ii) plus (iii) minus (iv), but not less than zero,
where:

(i) is .0003333 in Policy Years 2 through 10 and .00025 in Policy Years 11
and thereafter;

(ii) is the amount allocated to the Divisions at the beginning of the
Policy Year;

(iii) is the Type B loan balance at the beginning of the Policy Year; and

(iv) is the Guideline Single Premium at issue under Section 7702 of the
Code.

See "Policy Loans" for a description of Type B loans.

Unit Values. We credit Units to You upon allocation of Net Premiums to a
Division. Each Net Premium payment you allocate to a Division will increase
the number of units in that Division. We credit both full and fractional
units. We determine the number of units and fractional units by dividing the
Net Premium payment by the unit value of the Division to which You have
allocated the payment. We determine each Division's unit value on each
Valuation Date. The number of units credited to Your Policy will not change
because of subsequent changes in unit value. The number is increased by
subsequent contributions or transfers allocated to a Division, and decreased
by charges and withdrawals from that Division. The dollar value of each
Division's units will vary depending on the investment performance of the
corresponding Portfolio, as well as any expenses charged directly to the
Separate Account.

The initial Unit Value of each Division's units was $10.00. Thereafter, the
Unit Value of a Division on any Valuation Date is calculated by multiplying
the Division's Unit Value on the previous Valuation Date by the Net Investment
Factor for the Valuation Period then ended.

Net Investment Factor. The Net Investment Factor measures each Division's
investment experience and is used to determine changes in Unit Value from one
Valuation Period to the next. We calculate the Net Investment Factor by
dividing (1) by (2) and subtracting (3) from the result, where:

(1) is the sum of:

(a) the Net Asset Value of a Fund share held in the Separate Account
for that Division determined at the end of the current Valuation Period;
plus

(b) the per share amount of any dividend or capital gain distributions
made for shares held in the Separate Account for that Division if the
ex-dividend date occurs during the Valuation Period;

(2) is the Net Asset Value of a Fund share held in the Separate Account
for that Division determined as of the end of the preceding Valuation
Period; and

(3) is the daily charge representing the Mortality & Expense Risk Charge.
This charge is equal, on an annual basis, to a percentage of the daily Net
Asset Value of Fund shares held in the Separate Account for that Division.

Because the Net Investment Factor may be greater than, less than or equal to
1, values in a Division may increase or decrease from Valuation Period to
Valuation Period.

The General Account Value reflects amounts allocated to the General Account
through payment of premiums or transfers from the Separate Account, plus
interest credited to those amounts. Amounts allocated to the General Account,
and interest thereon, are guaranteed; however there is no assurance that the
Separate Account Value of the Policy will equal or exceed the Net Premiums
paid and allocated to the Separate Account.

You will be advised at least annually as to the number of Units which remain
credited to the Policy, the current Unit Values, the Separate Account Value,
the General Account Value, and the Accumulation Value.

SURRENDER VALUE

The Surrender Value of the Policy is the amount You can receive in cash by
surrendering the Policy. The Surrender Value will equal (a) the Accumulation
Value on the date of surrender; less (b) the Surrender Charge; less (c) the
Loan Value plus any accrued interest. (See Charges Deducted Upon Surrender)

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<PAGE>

POLICY RIGHTS

SURRENDERS

By Written Request, You may surrender the Policy for its Surrender Value at
any time while one or both Insureds is alive. All insurance coverage under the
Policy will end on the date of the Surrender. All or part of the Surrender
Value may be applied to one or more of the Settlement Options described in
this Prospectus or in any manner to which We agree and that We make available.
(See Right to Defer Payment, Policy Settlement and Payment of Benefits)

WITHDRAWALS

By Written Request, You may, at any time after the expiration of the Free
Look Period, make withdrawals from the Policy. A $50 Charge will be deducted
from the amount of the Cash Value which You withdraw. We will also deduct a
pro rata Surrender Charge. The minimum amount of any withdrawal after the $50
charge is applied is $500. The amount You withdraw cannot exceed the Surrender
Value.

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

. The Policy's Cash Value will be reduced by the amount of the withdrawal;

. The Policy's Accumulation Value will be reduced by the amount of the
withdrawal plus any applicable pro rata Surrender Charge;

. Life insurance proceeds payable under the Policy will generally be
reduced by the amount of the withdrawal plus any applicable pro rata
Surrender Charge, unless the withdrawal is combined with a request to
maintain the Specified Amount.

The withdrawal will reduce the Policy's values as described in the "Charges
Deducted Upon Surrender" section.

If the Death Benefit Option for the Policy is Option 1, a withdrawal will
reduce the Specified Amount. However, We will not allow a withdrawal if the
Specified Amount will be reduced below the $100,000.

If the Death Benefit Option for the Policy is Option 2, a withdrawal will
reduce the Accumulation Value, usually resulting in a dollar-per-dollar
reduction in the life insurance proceeds payable under the Policy.

You may allocate a withdrawal among the Divisions and the General Account. If
you do not make such an allocation, We will allocate the withdrawal among the
Divisions and the General Account in the same proportion that the Accumulation
Value in each Division and the General Account Value, less any Policy Debt,
bears to the total Accumulation Value of the Policy, less any Policy Debt.
(See Right to Defer Payment, Policy Changes and Payment of Benefits)

GRACE PERIOD

If Your Policy's Surrender Value is insufficient to satisfy the Monthly
Deduction and You have not met Cumulative Minimum Premium requirements during
the minimum premium period, we will allow you 61 days of grace for payment of
an amount sufficient to continue coverage. Your Policy will go into "lapse
pending status".

Written notice will be mailed to Your last known address, according to Our
records, not less than 61 days before termination of the Policy. This notice
will also be mailed to the last known address of any assignee of record.

The Policy will stay in force during the Grace Period. If the last surviving
Insured dies during the Grace Period, we will reduce the Death Benefit by the
amount of any Monthly Deduction due and the amount of any outstanding Policy
Debt.

If payment is not made within 61 days after the Monthly Anniversary Day, the
Policy will terminate without value at the end of the Grace Period.

REINSTATEMENT OF A LAPSED OR TERMINATED POLICY

If the Policy terminates as provided in its Grace Period benefit, it may be
reinstated. To reinstate the Policy, the following conditions must be met:

--The Policy has not been fully surrendered.

--You must apply for reinstatement within 5 years after the date of
termination and before the Younger Insured's Attained Age 100.

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<PAGE>

--We must receive evidence of insurability, satisfactory to Us, that each
Insured, or the survivor of the Insureds, is insurable at the original
rating class or classes.

--We must receive a premium payment sufficient to keep the Policy in force
for the current month plus two additional months.

--If a loan was outstanding at the time of lapse, We will require that
either You repay or reinstate the loan before We reinstate the Policy.

Supplemental Benefits will be reinstated only with Our consent. (See Grace
Period and Premium Payments)

COVERAGE BEYOND YOUNGER INSURED'S ATTAINED AGE 100

At the younger Insured's Attained Age 100, We will make several changes to
Your Policy. At that point and thereafter, the Specified Amount will equal the
current Accumulation Value. The Death Benefit will be set to Option 1 and will
equal 101% of the Specified Amount less Policy Debt. We will no longer deduct
any Cost of Insurance charges or Unit Expense Charge, the Monthly Accumulation
Value Adjustment will cease and no new premiums will be accepted.

RIGHT TO DEFER PAYMENT

Payments of any Separate Account Value will be made within 7 days after Our
receipt of Your Written Request. However, the Company reserves the right to
suspend or postpone the date of any payment of any benefit or values for any
Valuation Period (1) when the New York Stock Exchange is closed (except
holidays or weekends); (2) when trading on the Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that disposal of the
securities held in the Funds is not reasonably practicable or it is not
reasonably practicable to determine the value of the Funds' net assets; or (4)
during any other period when the SEC, by order, so permits for the protection
of security holders. For payment from the Separate Account in such instances,
We may defer payment of Full Surrender and Withdrawal Values, any Death
Benefit in excess of the current Specified Amount, transfers and any portion
of the Loan Value.

Payment of any General Account Value may be deferred for up to six months,
except when used to pay amounts due Us.

POLICY LOANS

We will grant loans at any time after the expiration of the Right of Policy
Examination. The amount of the loan will not be more than the Loan Value.
Unless otherwise required by state law, the Loan Value for this Policy is 90%
of Cash Value at the end of the Valuation Period during which the loan request
is received. The maximum amount You can borrow at any time is the Loan Value
reduced by any outstanding Policy Debt.

We will usually disburse loan proceeds within seven days from the Date of
Receipt of a loan request, although we reserve the right to postpone payments
under certain circumstances. See "OTHER MATTERS--Postponement of Payments". We
may, in our sole discretion, allow You to make loans by telephone if You have
filed a proper telephone authorization form with Us. So long as your Policy is
in force and an Insured is living, You may repay your loan in whole or in part
at any time without penalty.

Accumulation Value equal to the loan amount will be maintained in the General
Account to secure the loan. You may allocate a policy loan among the Divisions
of the Separate Account and the existing General Account value that is not
already allocated to secure a Policy Loan, and We will transfer Separate
Account Value as You have indicated. If you do not make this allocation, the
loan will be allocated among the Divisions and the General Account in the same
proportion that the Accumulation Value in each Division and the Accumulation
Value in the General Account less Policy Debt bears to the total Accumulation
Value of the Policy, less Policy Debt, on the date of the loan. We will make a
similar allocation for unpaid loan interest due. A policy loan removes
Accumulation Value from the investment experience of the Separate Account,
which will have a permanent effect on the Accumulation Value and Death Benefit
even if the loan is repaid. General Account Value equal to Policy Debt will
accrue interest daily at an annual rate of 4%.

We will charge interest on any outstanding Policy Debt with the interest
compounded annually. There are two types of loans available. A Type A loan is
charged the same interest rate as the interest credited to the amount of the
Accumulation Value held in the General Account to secure loans, which is an
effective annual rate of 4%. The amount available at any time for a Type A
loan is the maximum loan amount, less the Guideline Single Premium at issue,
as set forth in the Code, less any outstanding Type A loans. Any other loans
are Type B loans. A Type B loan is charged an effective annual interest rate
of 6%. One loan request can result in both a Type A and a Type B loan. A loan
request will first be granted as a Type A loan, to the extent available, and
then as a Type B loan. Once a loan is granted, it remains a Type A or Type B
loan until it is repaid. Interest is due and payable at the end of each Policy
Year and any unpaid interest due becomes loan principal.

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<PAGE>

If Policy Debt exceeds Cash Value, We will notify You and any assignee of
record. You must make a payment within 61 days from the date Policy Debt
exceeds Cash Value or the Policy will lapse and terminate without value (See
"Grace Period"). If this happens, You may be taxed on the total appreciation
under the Policy. However, You may reinstate the Policy, subject to proof of
insurability and payment of a reinstatement premium. See "Reinstatement of a
Lapsed Policy".

You may repay the Policy Debt, in whole or in part, at any time during either
Insured's life, so long as the Policy is in force. The amount necessary to
repay all Policy Debt in full will include any accrued interest. If there is
any Policy Debt, We will apply payments received from you as follows: We will
apply payments as premium in the amount of the Planned Periodic Premium,
received at the Premium Frequency, unless You specifically designate the
payment as a loan repayment. We will apply payments in excess of the Planned
Periodic Premium or payments received other than at the Premium Frequency,
first as policy loan repayments, then as premium when you have repaid the
Policy Debt. If You have both a Type A and a Type B loan, we will apply
repayments first to the Type B loan and then to the Type A loan. Upon
repayment of all or part of the Policy Debt, We will transfer the Policy's
Accumulation Value securing the repaid portion of the debt in the General
Account to the Divisions and the General Account in the same proportion in
which the loan was taken.

An outstanding loan amount will decrease the Surrender Value available under
the Policy. For example, if a Policy has a Surrender Value of $10,000, You may
take a loan of 90% or $9,000, leaving a new Surrender Value of $1,000. If a
loan is not repaid, the decrease in the Surrender Value could cause the Policy
to lapse. In addition, the Death Benefit will be decreased because of an
outstanding Policy Loan. Furthermore, even if You repay the loan, the amount
of the Death Benefit and the Policy's Surrender Value may be permanently
affected since the Loan Value is not credited with the investment experience
of the Funds.

POLICY CHANGES

You may make changes to Your Policy, as described below, by submitting a
Written Request to Our Home Office. Supplemental Policy Specification pages
and/or a notice confirming the change will be sent to You once the change is
completed.

DECREASE IN SPECIFIED AMOUNT

You may decrease the Specified Amount of this Policy after the 1st Policy
Year by sending a written request and the Policy to Our home office. However:

. Any decrease must be at least $25,000

. Any decrease will affect Your cost of insurance charge

. Any decrease may affect the monthly Accumulation Value Adjustment but
will not affect the amount available for a Type A loan

. Any decrease will be effective on the Monthly Anniversary Date after the
Date of Receipt of the request

. A pro rata Surrender Charge will be assessed

. Any decrease may result in federal tax implications (See "Federal Tax
Matters")

. No decrease may decrease the Specified Amount below $100,000.

CHANGE IN DEATH BENEFIT OPTION

Any change in the Death Benefit Option is subject to the following
conditions:

. The change will take effect on the Monthly Deduction Day on or next
following the date on which Your Written Request is received.

. There will be no change in the Surrender Charge.

. Evidence of insurability may be required.

. Changes from Option 1 to 2 will be allowed at any time while this Policy
is in force, subject to evidence of insurability satisfactory to Us. The
Specified Amount will be reduced to equal the Specified Amount less the
Accumulation Value at the time of the change.

. If the change decreases the Specified Amount below the minimum of
$100,000, We will increase the Specified Amount to $100,000.

. Changes from Option 2 to 1 will be allowed at any time while this Policy
is in force. The new Specified Amount will be increased to equal the
Specified Amount plus the Accumulation Value as of the date of the
change. (See Surrender Charge and Right of Policy Examination)

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<PAGE>

RIGHT OF POLICY EXAMINATION ("FREE LOOK PERIOD")

The Policy has a free look period during which You may examine the Policy. If
for any reason You are dissatisfied, You may return the Policy to Us at Our
Home Office or to Our representative within 10 days of delivery of the Policy
to You (or within a different period if required by State law). Return the
Policy to Jefferson Pilot Financial Insurance Company at One Granite Place,
Concord, New Hampshire 03301. Upon its return, the Policy will be deemed void
from its beginning. We will return to You within seven days all payments We
received on the Policy. Prior to the Allocation Date, We will hold the initial
Net Premium, and any other premiums we receive, in Our General Account. We
will retain any interest earned if the Free Look right is exercised, unless
otherwise required by State law.

SUPPLEMENTAL BENEFITS

The supplemental benefits currently available as riders to the Policy include
the following:

. Guaranteed Death Benefit Rider--guarantees that the Policy will stay in
force during the guarantee period specified in the rider with a Death
Benefit equal to the Specified Amount, subject to the terms of the
rider.

. Automatic Increase Rider--allows for scheduled annual increases in
Specified Amount, subject to the terms of the rider.

. Policy Split Option Rider--allows You, upon election, to exchange the
Policy for two individual policies one on each Insured named in the
Policy, subject to the terms of the rider.

. Estate Protection Rider--provides for an increase in Specified Amount in
Policy Years 1 through 4, subject to the terms of the rider.

These riders may not be available in all states.

Other riders for supplemental benefits may become available under the Policy
from time to time. The charges for each of these riders are described in Your
Policy.

DEATH BENEFIT

The Death Benefit under the Policy will be paid in a lump sum unless You or
the beneficiary have elected that they be paid under one or more of the
available Settlement Options.

Payment of the Death Benefit may be delayed if the Policy is being contested.
You may elect a Settlement Option for the beneficiary and deem it irrevocable.
You may revoke or change a prior election. The beneficiary may make or change
an election within 90 days of the Second Death, unless You have made an
irrevocable election.

All or part of the Death Benefit may be applied under one of the Settlement
Options, or such options as We may choose to make available in the future.

If the Policy is assigned as collateral security, We will pay any amount due
the assignee in a lump sum. Any excess Death Benefit due will be paid as
elected.

(See "Right to Defer Payment" and "Policy Settlement")

POLICY SETTLEMENT

We will pay proceeds in whole or in part in the form of a lump sum or the
Settlement Options available under the Policy upon the death of the Surviving
Insured or upon Surrender or upon maturity.

A Written Request may be made to elect, change or revoke a Settlement Option
before payments begin under any Settlement Option. This request will take
effect upon its filing at our Home Office. If no Settlement Option has been
elected by You when the Death Benefit becomes payable to the beneficiary, that
beneficiary may make the election.

SETTLEMENT OPTIONS

The following Settlement Options are available under the Policy:

Option A--Installments of a specified amount. Payments of an agreed amount to
be made monthly until the proceeds and interest are exhausted.

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<PAGE>

Option B--Installments for a specified period. Payments to be made monthly
for an agreed number of years.

Option C--Life Income. Payments to be made each month for the lifetime of the
payee. We guarantee that payments will be made for a minimum of 10, 15 or 20
years, as agreed upon.

Option D--Interest. We will pay interest on the proceeds We hold, calculated
at the compound rate of 3% per year. We will make interest payments at 12, 6,
3 or 1 month intervals.

Option E--Interest: Performance Plus Account. We will pay interest on the
proceeds We hold, based on current money market interest rates. The payee can
write checks against such account at any time and in any amount up to the
total in the account. The checks must be for a minimum of $250.

The interest rate for Options A, B, D and E will not be less than 3% per
year. The interest rate for Option C will not be less than 2.5% per year.

Unless otherwise stated in the election of any option, the payee of the
policy benefits shall have the right to receive the withdrawal value under
that option. For Options A, D and E, the withdrawal value shall be any unpaid
balance of proceeds plus accrued interest. For Option B, the withdrawal value
shall be the commuted value of the remaining payments. We will calculate this
withdrawal value on the same basis as the original payments. For Option C, the
withdrawal value will be the commuted value of any remaining guaranteed
payments. If the payee is alive at the end of the guarantee period, We will
resume the payment on that date. The payment will then continue for the
lifetime of the payee.

If the payee of policy benefits dies before the proceeds are exhausted or the
prescribed payments made, a final payment will be made in one sum to the
estate of the last surviving payee. The amount to be paid will be calculated
as described for the applicable option in the Withdrawal Value provision of
the Policy.

At least $25,000 of Policy proceeds must be applied to each settlement option
chosen. We reserve the right to change payment intervals to increase payments
to $250 each.

CALCULATION OF SETTLEMENT OPTION VALUES

The value of the Settlement Options will be calculated as set forth in the
Policy.

THE COMPANY

Jefferson Pilot Financial Insurance Company ("JP Financial" or "the Company")
is a stock life insurance company chartered in 1903 in Tennessee. Prior to May
1, 1998, JP Financial was known as Chubb Life Insurance Company of America. In
1991 Chubb Life redomesticated from the State of Tennessee to the State of New
Hampshire and is now a New Hampshire life insurance company. Effective April
30, 1997, Chubb Life, formerly a wholly-owned subsidiary of The Chubb
Corporation, became a wholly-owned subsidiary of Jefferson-Pilot Corporation,
a North Carolina corporation. The principal offices of Jefferson-Pilot
Corporation are located at 100 North Greene Street, Greensboro, North Carolina
27401; its telephone number is 336-691-3000. Chubb Life changed its name to
Jefferson Pilot Financial Insurance Company effective May 1, 1998. JP
Financial's home office and service center are located at One Granite Place,
Concord, New Hampshire 03301; its telephone number is 800-258-3648.

The Company is licensed to do life insurance business in forty-nine states of
the United States, Puerto Rico, the U.S. Virgin Islands, Guam and in the
District of Columbia.

At December 31, 1997 the Company and its subsidiaries had total assets of
$4,919,934,000 and had over $64 billion of insurance in force, while total
assets of Jefferson-Pilot Corporation and its subsidiaries (including the
Company) were approximately $23 billion.

The Company writes individual life insurance and annuities. It is subject to
New Hampshire law governing insurance.

The Company is currently rated AAA (Superior) by Duff & Phelps, AAA
(Superior) by Standard & Poor's Corporation and A+ (Superior) by A.M. Best and
Company. These ratings do not apply to JPF Separate Account C, but reflect the
opinion of the rating companies as to the Company's relative financial
strength and ability to meet its contractual obligations to its policyowners.

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DIRECTORS AND OFFICERS

MANAGEMENT OF JP FINANCIAL

Executive Officers and Directors of JP Financial

DIRECTORS

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
NAME BUSINESS ADDRESS
- ---- ------------------------
<S> <C>
Dennis R. Glass......... Senior Vice President, Chief Financial Officer and Treasurer
Jefferson-Pilot Corporation
(also serves as Executive Vice President, Chief Financial Officer
and Treasurer of Jefferson-Pilot Life Insurance Company)
100 North Greene Street
Greensboro, North Carolina 27401
Kenneth C. Mlekush...... Senior Vice President
(also serves as President of Jefferson-Pilot
Life Insurance Company)
100 North Greene Street
Greensboro, North Carolina 27401
David A. Stonecipher.... President, Chairman and Chief Executive Officer
(also serves as Chief Executive Officer of
Jefferson-Pilot Life Insurance Company)
100 North Greene Street
Greensboro, North Carolina 27401
E. Jay Yelton........... Executive Vice President
Jefferson-Pilot Life Insurance Company
100 North Greene Street
Greensboro, North Carolina 27401

EXECUTIVE OFFICERS (OTHER THAN DIRECTORS)

<CAPTION>
NAME POSITION
- ---- --------
<S> <C>
Charles C. Cornelio..... Executive Vice President
Reggie D. Adamson....... Senior Vice President
Ronald R. Angarella..... Senior Vice President
John C. Ingram.......... Senior Vice President
Hal B. Phillips, Jr. ... Senior Vice President
Paul J. Strong.......... Senior Vice President
John W. Wells........... Senior Vice President
James R. Abernathy...... Vice President
Thomas M. Bodrogi....... Vice President
Margaret O. Cain........ Vice President
Rebecca M. Clark........ Vice President
Kenneth S. Dwyer........ Vice President
Ronald H. Emery......... Vice President
Donald M. Kane.......... Vice President
Patrick A. Lang......... Vice President
Shari J. Lease.......... Vice President
Donna L. Metcalf........ Vice President
Thomas E. Murphy, Jr. Vice President and Medical Director
M.D. ..................
Robert A. Reed.......... Vice President
Kenneth L. Robinson, Vice President
Jr. ...................
James M. Sandelli....... Vice President
Russell C. Simpson...... Vice President and Treasurer
William A. Spencer...... Vice President
John A. Thomas.......... Vice President
</TABLE>

The officers and employees of JP Financial who have access to the assets of
Separate Account C are covered by a fidelity bond issued by Aetna Casualty and
Surety Company in the amount of $35,000,000.

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<PAGE>

ADDITIONAL INFORMATION

REPORTS TO POLICYOWNERS

We will maintain all records relating to the Separate Account. At least once
in each Policy Year, We will send You an Annual Summary containing the
following information:

1. A statement of the current Accumulation Value and Cash Value since the
prior report or since the Issue Date, if there has been no prior report;

2. A statement of all premiums paid and all charges incurred;

3. The balance of outstanding Policy Loans for the previous calendar
year;

4. Any reports required by the 1940 Act.

We will promptly mail confirmation notices at the time of the following
transactions:

1. policy issue;

2. receipt of premium payments;

3. initial allocation among Divisions on the Allocation Date;

4. transfers among Divisions;

5. change of premium allocation;

6. change between Death Benefit Option 1 and Option 2;

7. decreases in Specified Amount;

8. withdrawals, surrenders or loans;

9. receipt of loan repayments;

10. reinstatements; and

11. redemptions due to insufficient funds.

RIGHT TO INSTRUCT VOTING OF FUND SHARES

In accordance with our view of present applicable law, We will vote the
shares of the Funds held in the Separate Account in accordance with
instructions received from Policyowners having a voting interest in the Funds.
Policyowners having such an interest will receive periodic reports relating to
the Fund, proxy material and a form for giving voting instructions. The number
of shares You have a right to vote will be determined as of a record date
established by the Fund. The number of votes that You are entitled to direct
with respect to a Fund will be determined by dividing Your Policy's
Accumulation Value in a Division by the net asset value per share of the
corresponding Portfolio in which the Division invests. We will solicit Your
voting instructions by mail at least 14 days before any shareholders meeting.

We will cast the votes at meetings of the shareholders of the Fund and will
be based on instructions received from Policyowners. However, if the
Investment Company Act of 1940 or any regulations thereunder should be amended
or if the present interpretation should change, and as a result We determine
that We are permitted to vote the shares of the Fund in our right, We may
elect to do so.

We will vote Fund shares for which We do not receive timely instructions and
Fund shares which are not otherwise attributable to Policyowners in the same
proportion as the voting instruction which We receive for all Policies
participating in each Fund through the Separate Account.

DISREGARD OF VOTING INSTRUCTIONS

When required by state insurance regulatory authorities, We may disregard
voting instructions if the instructions require that the shares be voted so as
to cause a change in the sub-classification or investment objectives of a Fund
or to approve or disapprove an investment advisory contract for a Fund. We may
also disregard voting instructions initiated by a Policyowner in favor of
changes in the investment policy or the investment adviser of the Fund if We
reasonably disapprove of such changes.

We only disapprove a change if the proposed change is contrary to state law
or prohibited by state regulatory authorities or if We determine that the
change would have an adverse effect on the Separate Account if the proposed
investment policy for a fund would result in overly speculative or unsound
investments. In the event that We do disregard voting instructions, a summary
of that action and the reasons for such action will be included in the next
annual report to Policyowners.

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<PAGE>

STATE REGULATION

The Policy will be offered for sale in all jurisdictions where the Company is
authorized to do business and where the Policy has been approved by the
appropriate Insurance Department or regulatory authorities.

LEGAL MATTERS

We know of no pending material legal proceedings pending to which either the
Separate Account or the Company is a party or which would materially affect
the Separate Account. The legal validity of the securities described in the
prospectus has been passed on by Our Counsel. The law firm of Jorden Burt
Boros Cicchetti Berenson & Johnson, 1025 Thomas Jefferson Street, Suite 400,
East Lobby, Washington, DC 20007-5201, serve as Our Special Counsel with
regard to the federal securities laws.

THE REGISTRATION STATEMENT

We have filed a Registration Statement under the Securities Act of 1933
relating to the offering described in this Prospectus. This Prospectus does
not include all of the information set forth in the Registration Statement,
certain portions of which have been omitted pursuant to SEC rules and
regulations. You should refer to the instrument as filed to obtain any omitted
information.

FINANCIAL STATEMENTS

Our financial statements which are included in the Prospectus should be
considered only as bearing on Our ability to meet Our obligations under the
Policy. They should not be considered as bearing on the investment experience
of the assets held in the Separate Account. Our most current audited financial
statements are those as of the end of the most recent fiscal year. The Company
does not prepare financial statements more often than annually and believes
that any incremental benefit to prospective Policyowners that may result from
preparing and delivering more current financial statements, though unaudited,
does not justify the additional cost that would be incurred. In addition, the
Company represents that there has been no material adverse change in Our
financial position or operations since the dates of the audited financial
statements.

EMPLOYMENT BENEFIT PLANS

Employers and employee organizations should consider, in connection with
counsel, the impact of Title VII of the Civil Rights Act of 1964 on the
purchase of policy in connection with an employment-related insurance or
benefit plan. The U.S. Supreme Court held, in a 1983 decision, that, under
Title VII, optional annuity benefits under a deferred compensation plan could
not vary on the basis of sex.

DISTRIBUTION OF THE POLICY

Jefferson Pilot Variable Corporation (JPVC), a North Carolina Corporation
incorporated on January 13, 1970, will serve as principal underwriter of the
securities offered under the Policy as defined by the federal securities laws.
The Policy will be sold by individuals who, in addition to being licensed as
life insurance agents for Us, are also registered representatives of broker-
dealers who have entered into written sales agreements with JPVC. Any such
broker-dealers will be registered with the SEC and will be members of the
National Association of Securities Dealers, Inc. We may also offer and sell
policies directly.

We will pay commissions under various schedules and accordingly commissions
will vary with the form of schedule selected. In any event, commissions to
registered representatives are not expected to exceed 85% of first year target
premium and 5% of first year excess premium, and 5% of target premium for the
second through fifteenth policy years for both renewals and excess premium.
Compensation arrangements vary among broker-dealers. Override payments,
expense allowances and bonuses based on specific production levels may be
paid. Alternative Commission Schedules will reflect differences in up-front
commissions versus ongoing compensation. Except as previously described in
this prospectus, no separate deductions from premiums are made to pay sales
commissions or sales expenses.

INDEPENDENT AUDITORS

Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts, are the
independent auditors for the Separate Account and Ernst & Young LLP, 100 North
Greene Street, Greensboro, North Carolina, are the independent auditors for
the Company. The services provided to the Separate Account include primarily
the audits of the Separate Account's financial statements.

26
<PAGE>

YEAR 2000

Certain computer programs have been written using two digits rather than four
to define the applicable year. As a result, any computer programs that have
time-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000 (the "Year 2000 Matter"). This could result in a
system failure which may disrupt operations, including an inability to
accurately process or calculate new or in-force business.

Our parent company, Jefferson-Pilot Corporation ("JP Corporation"), has
completed an assessment and has determined that it will have to modify or
replace portions of the software and hardware utilized by JP Corporation's
affiliates, including Us, so that the computer systems will function properly
with respect to dates in the year 2000 and thereafter.

JP Corporation will utilize both internal and external resources to
reprogram, replace, convert and test software and hardware for any necessary
Year 2000 modifications. The project is estimated to be completed no later
than the third quarter of 1999. JP Corporation believes that with
modifications to its existing software and hardware and conversions to new
software, the Year 2000 matter will not post significant operational problems
for its computer systems. However, if such modifications and conversions are
not made, or are not completed on a timely basis, the Year 2000 Matter could
have a material impact on Our operations.

JP Corporation has initiated formal communications with all of its
significant suppliers to determine the extent to which Our systems, policies,
procedures and contracts are vulnerable to those third parties' failure to
remedy their own Year 2000 issues. There is no guarantee that the systems of
other companies on which We rely will be in compliance on a timely basis, nor
is there any guarantee that non-compliance would not have an adverse effect on
Our systems and business.

The costs of the project and the date on which JP Corporation believes it
will be compliant are based on management's best estimates which were derived
using various assumptions of future events, including the continued
availability of certain resources and other factors. However, there can be no
guarantee that these estimates will be achieved.

JP Corporation has not yet allocated the costs of compliance among its
subsidiaries, including Us. To the best of JP Corporation's and Our knowledge,
it is currently anticipated that any future allocation is unlikely to have a
material financial impact on Us.

GROUP OR SPONSORED ARRANGEMENTS

Policies may be purchased under group or sponsored arrangements. A group
arrangement includes a program under which a trustee, employer or similar
entity purchases individual Policies covering a group of individuals on a
group basis. A sponsored arrangement includes a program under which an
employer permits group solicitation of its employees or an association permits
group solicitation of its members for the purchase of Policies on an
individual basis.

We may reduce the following types of charges for Policies issued in
connection with group or sponsored arrangement: the cost of insurance charge,
surrender or withdrawal charges, administrative charges, charges for
withdrawal or transfer and charges for optional rider benefits. We may also
issue Policies in connection with group or sponsored arrangements on a "non-
medical" or guaranteed issue basis; actual monthly cost of insurance charges
may be higher than the current cost of insurance charges under otherwise
identical Policies that are medically underwritten. We may also specify
different minimum Specified Amounts at issue for Policies issued in connection
with group or sponsored arrangements.

We may also reduce or eliminate certain charges or underwriting requirements
for Policies issued in connection with an exchange of another JP Financial
policy or a policy of any JP Financial affiliate.

The amounts of any reduction, the charges to be reduced, the elimination or
modification of underwriting requirements and the criteria for applying a
reduction or modification will generally reflect the reduced sales and
administrative effort, costs and differing mortality experience appropriate to
the circumstances giving rise to the reduction or modification. Reductions and
modifications will not be made where prohibited by law and will not be
unfairly discriminatory.

27
<PAGE>

TAX MATTERS

GENERAL

Following is a discussion of the federal income tax considerations relating
to the Policy. This discussion is based on Our understanding of federal income
tax laws as they now exist and are currently interpreted by the Internal
Revenue Service. These laws are complex and tax results may vary among
individuals. Anyone contemplating the purchase of or the exercise of elections
under the Policy should seek competent tax advice.

FEDERAL TAX STATUS OF THE COMPANY

We are taxed as a life insurance company in accordance with the Internal
Revenue Code of 1986 as amended ("Code"). For federal income tax purposes, the
operations of each Separate Account form a part of the Company's total
operations and are not taxed separately, although operations of each Separate
Account are treated separately for accounting and financial statement
purposes.

Both investment income and realized capital gains of the Separate Account are
reinvested without tax since the Code does not impose a tax on the Separate
Account for these amounts. However, we reserve the right to make a deduction
for such tax should it be imposed in the future.

LIFE INSURANCE QUALIFICATION

The Policy contains provisions not found in traditional life insurance
policies. Moreover, the Code does not directly address how it applies to
survivorship policies. In the absence of final regulations or other guidance
under the Code regarding this form of Contract, there is necessarily some
uncertainty as to whether a survivorship policy will meet the code's
definition of life insurance contract. However, we believe that it should
qualify under the Code as a life insurance contract for federal income tax
purposes, with the result that all Death Benefits paid under the Policy will
generally be excludable from the gross income of the Policy's Beneficiary.

Section 7702 of the Code includes a definition of life insurance for tax
purposes. The definition provides limitations on the relationship between the
death benefit and the account value. If necessary, we will increase your death
benefit to maintain compliance with Section 7702.

The Policy is intended to qualify as life insurance under the Code. The Death
Benefit provided by the Policy is intended to qualify for the federal income
tax exclusion. If at any time the premium paid under the Policy exceeds the
amount allowable for such qualification, We will notify You in writing within
60 days and you may request a refund of the excess premium. If We do not
receive Your request to refund the excess premium, such amount will be held in
a separate deposit fund and will be credited with the current interest rate.
You may also choose to have the Policy become a modified endowment contract.

A modified endowment contract is a life insurance policy which fails to meet
a "seven-pay" test. In general, a policy will fail the seven-pay test if the
cumulative amount of premiums paid under the policy at any time during the
first seven policy years exceeds a calculated premium level. The calculated
seven-pay premium level is based on a hypothetical policy issued on the same
insured persons and for the same initial death benefit which, under specified
conditions (which include the absence of expense and administrative charges),
would be fully paid for after seven years. Your policy will be treated as a
modified endowment unless the cumulative premiums paid under Your policy, at
all times during the first seven policy years, are less than or equal to the
cumulative seven-pay premiums which would have been paid under the
hypothetical policy on or before such times.

Whenever there is a "material change" under a Policy, it will generally be
treated as a new contract for purposes of determining whether the Policy is a
modified endowment contract, and subject to a new seven-pay premium period and
a new seven-pay limit. The new seven-pay limit would be determined taking into
account, under a prospective adjustment formula, the Policy Account Value of
the policy at the time of such change. A materially changed Policy would be
considered a modified endowment if it failed to satisfy the new seven-pay
limit. A material change could occur as a result of a change in death benefit
option, the selection of additional benefits, the restoration of a terminated
policy and certain other changes.

If the benefits under your Policy are reduced, for example, by requesting a
decrease in Face Amount, or in some cases by making partial withdrawals,
terminating additional benefits under a rider, changing the death benefit
option, or as a result of

28
<PAGE>

policy termination, the calculated seven-pay premium level will be
redetermined based on the reduced level of benefits and applied retroactively
for purposes of the seven-pay test. If the premiums previously paid are
greater than the recalculated seven-pay premium level limit, the policy will
become a modified endowment unless You request a refund of the excess premium,
as outlined above. Generally, a life insurance policy which is received in
exchange for a modified endowment or a modified endowment which terminates and
is restored, will also be considered a modified endowment.

If a Policy is deemed to be a modified endowment contract, any distribution
from the Policy will be taxed in a manner comparable to distributions from
annuities (i.e., on an "income first") basis; distributions for this purpose
include a loan, pledge, assignment or partial withdrawal. Any such
distributions will be considered taxable income to the extent Accumulation
Value under the Policy exceeds investment in the Policy.

A 10% penalty tax will apply to the taxable portion of such a distribution.
No penalty will apply to distributions (i) to taxpayers 59 1/2 years of age or
older, (ii) in the case of a disability which can be expected to result in
death or to be of indefinite duration or (iii) received as part of a series of
substantially equal periodic annuity payment for the life (or life expectancy)
of the taxpayer or the joint lives (or joint life expectancies) of the
taxpayer and his beneficiary.

To the extent a Policy becomes a modified endowment contract, any
distribution, as defined above, which occurs in the policy year it becomes a
modified endowment contract and in any year thereafter, will be taxable income
to You. Also, any distributions within two years before a Policy becomes a
modified endowment contract will also be income taxable to You to the extent
that accumulation value exceeds investment in the Policy, as described above.
The Secretary of the Treasury has been authorized to prescribe rules which
would similarly treat other distributions made in anticipation of a policy
becoming a modified endowment contract. For purposes of determining the amount
of any distribution includible in income, all modified endowment contract
policies that fail the above-described tests which are issued by the same
insurer, or its affiliates, to the same policyowner during any calendar year
are treated as one contract. The Secretary of the Treasury is also authorized
to issue regulations in this connection.

In addition to the distribution rules for modified endowment contracts, the
Code and proposed regulations thereunder require that reasonable mortality and
other charges be used in satisfying the definition of life insurance. The
death benefit under a policy which meets this definition will continue to be
excluded from the beneficiary's gross income. We believe that the Policies
meet this definition. As long as a policy does not violate the tests described
above, it will not fail to meet the tests of the Code and the general tax
provisions described herein still apply.

The foregoing summary does not purport to be complete or to cover all
situations, and, as always, there is some degree of uncertainty with respect
to the application of the current tax laws. In addition to the provisions
discussed above, the United States Congress may consider other legislation
which, if enacted, could adversely affect the tax treatment of life insurance
policies. Also, the Treasury Department may amend current regulations or adopt
new regulations with respect to this and other Code provisions. Therefore, You
are advised to consult a tax adviser or attorney for more complete tax
information, specifically regarding the applicability of the Code provisions
to Your situation.

Under normal circumstances, if the Policy is not a modified endowment
contract, loans received under the Policy will be construed as Your
indebtedness. You are advised to consult a tax adviser or attorney regarding
the deduction of interest paid on loans.

Even if the Policy is not a modified endowment contract, a partial withdrawal
together with a reduction in death benefits during the first 15 Policy Years
may create taxable income for You. The amount of that taxable income is
determined under a complex formula and it may be equal to part or all of, but
not greater than, the income on the contract. A partial withdrawal made after
the first 15 Policy Years will be taxed on a recovery of premium-first basis,
and will only be subject to federal income tax to the extent such proceeds
exceed the total amount of premiums You have paid that have not been
previously withdrawn.

If You make a partial withdrawal, surrender, loan or exchange of the Policy,
We may be required to withhold federal income tax from the portion of the
money You receive that is includible in Your federal gross income. A
Policyowner who is not a corporation may elect not to have such tax withheld;
however, such election must be made before We make the payment. In addition,
if You fail to provide us with a correct taxpayer identification number
(usually a social security number) or if the Treasury notifies Us that the
taxpayer identification number which has been provided is not correct, the
election not to have such taxes withheld will not be effective. In any case,
You are liable for payment of the federal income tax on the taxable portion of
money received, whether or not an election to have federal income tax withheld
is made. If You elect not to have federal income tax withheld, or if the
amount withheld is insufficient, then You may be responsible

29
<PAGE>

for payment of estimated tax. You may also incur penalties under the estimated
tax rules if the withholding and estimated tax payments are insufficient. We
suggest that You consult with a tax adviser or attorney as to the tax
implications of these matters.

In the event that a Policy is owned by the trustee under a pension or profit
sharing plan, or similar deferred compensation arrangement, tax consequences
of ownership or receipt of proceeds under the Policy could differ from those
stated herein. However, if ownership of such a Policy is transferred from the
plan to a plan participant (upon termination of employment, for example), the
Policy will be subject to all of the federal tax rules described above. A
Policy owned by a trustee under such a plan may be subject to restrictions
under ERISA and a tax adviser should be consulted regarding any applicable
ERISA requirements.

The Policy may also be used in various arrangements, including nonqualified
deferred compensation or salary continuation plans, split dollar insurance
plans, executive bonus plans and others, where the tax consequences may vary
depending on the particular facts and circumstances of each individual
arrangement. A tax adviser should be consulted regarding the tax attributes of
any particular arrangement where the value of it depends in part on its tax
consequences.

Federal estate and local estate, inheritance and other tax consequences of
ownership or receipt of policy proceeds depend upon the circumstances of each
Policyowner and Beneficiary. If the Policyowner is the last surviving Insured,
the Death Benefit proceeds will generally be includible in the Policyowner's
estate on his or her death for purposes of the federal estate tax. If the
Policyowner dies and was not the last surviving Insured, the fair market value
of the Policy may be included in the Policyowner's estate. In general, Death
Benefit proceeds are not included in the last surviving Insured's estate if he
or she neither retained incidents of ownership at death nor had given up
ownership within three years before death.

Current Treasury regulations set standards for diversificaiton of the
investments underlying variable life insurance policies in order for such
policies to be treated as life insurance. We believe We presently are and
intend to remain in compliance with the diversification requirements as set
forth in the regulations. If the diversification requirements are not
satisfied, the Policy would not be treated as a life insurance contract. As a
consequence to You, income earned on a Policy would be taxable to You in the
calendar quarter in which the diversification requirements were not satisfied,
and for all subsequent calendar quarters.

The Secretary of the Treasury may issue a regulation or a ruling which will
prescribe the circumstances in which a Policyowner's control of the
investments of a segregated account may cause the Policyowner, rather than the
insurance company, to be treated as the owner of the assets of the account.
The regulation or ruling could impose requirements that are not reflected in
the Policy, relating, for example, to such elements of Policyowner control as
premium allocation, investment selection, transfer privileges and investment
in a division focusing on a particular investment sector. Failure to comply
with any such regulation or ruling presumably would cause earnings on a
Policyowner's interest in Separate Account C to be includible in the
Policyowner's gross income in the year earned. However, We have reserved
certain rights to alter the Policy and investment alternatives so as to comply
with such regulation or ruling. We believe that any such regulation or ruling
would apply prospectively. Since the regulation or ruling has not been issued,
there can be no assurance as to the content of such regulation or ruling or
even whether application of the regulation or ruling will be prospective. For
these reasons, Policyowners are urged to consult with their own tax advisers.

The foregoing summary does not purport to be complete or to cover all
situations, including the possible tax consequences of changes in ownership.
Counsel and other competent advisers should be consulted for more complete
information.

CHARGES FOR JP FINANCIAL INCOME TAXES

We are presently taxed as a life insurance company under the provisions of
the Code. The Code specifically provides for adjustments in reserves for
variable policies, and We will include flexible premium life insurance
operations in our tax return in accordance with these rules.

Currently no charge is made against the Separate Account for Our federal
income taxes, or provisions for such taxes, that may be attributable to the
Separate Account. We may charge each Division for its portion of any income
tax charged to Us on the Division or its assets. Under present laws, We may
incur state and local taxes (in addition to premium taxes) in several states.
At present these taxes are not significant. However, if they increase, We may
decide to make charges for such taxes or provisions for such taxes against the
Separate Account. We would retain any investment earnings on any tax charges
accumulated in a Division. Any such charges against the Separate Account or
its Divisions could have an adverse effect on the investment experience of
such Division.

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MISCELLANEOUS POLICY PROVISIONS

THE POLICY

The Policy which You receive, the application You make when You purchase the
Policy, any applications for any changes approved by Us and any riders
constitute the whole contract. Copies of all applications are attached to and
made a part of the Policy.

Application forms are completed by the applicants and forwarded to Us for
acceptance. Upon acceptance, the Policy is prepared, executed by duly
authorized officers of the Company and forwarded to You.

We reserve the right to make a change in the Policy; however, we will not
change any terms of the Policy beneficial to You.

PAYMENT OF BENEFITS

All benefits are payable at Our Home Office. We may require submission of the
Policy before We grant Policy Loans, make changes or pay benefits.

SUICIDE AND INCONTESTABILITY

Suicide Exclusion--In most states, if one or both Insureds die by suicide,
while sane or insane, within 2 years from the Issue Date of this Policy, this
Policy will end and We will refund premiums paid, without interest, less any
Policy Debt and less any withdrawal.

Incontestability--We will not contest or revoke the insurance coverage
provided under the Policy after the Policy has been in force during the
lifetime of each Insured for two years from the date of issue or
reinstatement.

PROTECTION OF PROCEEDS

To the extent provided by law, the proceeds of the Policy are not subject to
claims by a Beneficiary's creditors or to any legal process against any
Beneficiary.

NONPARTICIPATION

The Policy is not entitled to share in the divisible surplus of the Company.
No dividends are payable.

CHANGES IN OWNER AND BENEFICIARY; ASSIGNMENT

Unless otherwise stated in the Policy, You may change the Policyowner and the
Beneficiary, or both, at any time while the Policy is in force. A request for
such change must be made in writing and sent to Us at Our Home Office. After
We have agreed, in writing, to the change, it will take effect as of the date
on which Your Written Request was signed.

The Policy may also be assigned. No assignment of Policy will be binding on
Us unless made in writing and sent to Us at Our Home Office. We will use
reasonable procedures to confirm that the assignment is authentic. Otherwise,
we are not responsible for the validity of any assignment. Your rights and the
Beneficiary's interest will be subject to the rights of any assignee of
record.

MISSTATEMENTS

If the age or sex of either Insured has been misstated in an application,
including a reinstatement application, We will adjust the benefits payable to
reflect the correct age or sex.

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APPENDIX C

ILLUSTRATIONS OF ACCUMULATION VALUES CASH VALUES AND DEATH BENEFITS

Following are a series of tables that illustrate how the Accumulation
Values, Cash Values and Death Benefits of a Policy change with the investment
performance of the Portfolios. The tables show how the Accumulation Values,
Cash Values and Death Benefits of a Policy issued to Insureds of a given age
and given premium would vary over time if the return on the assets held in
each Portfolio of the Funds were a constant gross annual rate of 0%, 6%, and
12%. The tables on pages A-2 through A-7 illustrate a Survivorship Policy
issued to a male, age 55, under a standard rate non-smoker underwriting risk
classification and a female, age 50, under a standard rate non-smoker
underwriting risk classification. The Accumulation Values, Cash Values and
Death Benefits would be different from those shown if the returns averaged 0%,
6%, and 12% over a period of years, but fluctuated above and below those
averages for individual policy years.

The amount of the Accumulation Value exceeds the Cash Value during the first
nine policy years due to the Surrender Charge. For policy years ten and after,
the Accumulation Value and Cash Value are equal, since the Surrender Charge
has been reduced to zero.

The second column shows the Accumulation Value of the premiums paid at the
stated interest rate. The third and sixth columns illustrate the Accumulation
Values and the fourth and seventh columns illustrate the Cash Values of the
Policy over the designated period. The Accumulation Values shown in the third
column and the Cash Values shown in the fourth column assume the monthly
charge for cost of insurance is based upon the current cost of insurance rates
and assume a monthly accumulation value adjustment. The current cost of
insurance rates, which may be modified at any time, are based on the sex,
issue ages, policy year, and rating class of the Insured(s). The Accumulation
Values shown in the sixth column and the Cash Values shown in the seventh
column assume the monthly charge for cost of insurance is based upon the
maximum cost of insurance rates allowable, which are based on the
Commissioner's 1980 Standard Ordinary Mortality Table Male and Female. The
fifth and eighth columns illustrate the death benefit of a Policy over the
designated period. The illustrations of Death Benefits reflect the same
assumptions as the Accumulation Values and Cash Values. The Death Benefit
values also vary between tables, depending upon whether Option I or Option II
death benefits are illustrated.

The amounts shown for the Death Benefit, Accumulation Values, and Cash
Values reflect the fact that the net investment return of the Divisions of
Separate Account C is lower than the gross rates of return on the assets in
the Portfolios, as a result of expenses paid by the Portfolios and charges
levied against the Divisions of Separate Account C.

The policy values shown take into account a daily investment advisory fee
equivalent to the maximum annual rate of .70% of the aggregate average daily
net assets of the Portfolios plus an assumed charge of .14% of the aggregate
average daily net assets to cover expenses incurred by the Portfolios for the
twelve months ended December 31, 1997. The .70% investment advisory fee is an
average of the individual investment advisory fees of the twenty Portfolios.
The .14% expense figure is based on a weighted average utilizing average net
assets for the Jefferson Pilot Variable Fund Portfolios, the Templeton
International Fund, the Fidelity VIP and VIP II Portfolios, the Oppenheimer
Portfolios and the MFS Portfolios. Expenses for the Templeton International
Fund: Class 2, the Fidelity Equity Income, Growth, Contrafund and Index 500
Portfolios, the MFS Research and Utilities Series, and the Oppenheimer Bond
and Strategic Bond Portfolios were provided by the investment managers for
these portfolios and JP Financial has not independently verified such
information. The policy values also take into account a daily charge to each
Division of Separate Account C for the Mortality and Expense Risk Charge,
which is equivalent to a charge at a current annual rate of 1.00% of the
average net assets of the Divisions of Separate Account C in Policy Years 1
through 10 and .60% in Policy Years 11 and thereafter. After deduction of
these amounts, the illustrated gross investment rates of 0%, 6%, and 12%
correspond to approximate net annual rates of -2.09%, 3.91%, and 9.91%,
respectively.

The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes or other taxes other than the DAC tax and the
consideration of premium tax (at 2.5% of premium). However, if, in the future,
any additional charges are made, the gross annual investment rate of return
would have to exceed the stated investment rates by a sufficient amount to
cover the tax charges in order to produce the Accumulation Values, Cash Values
and Death Benefits illustrated.

The tables illustrate the policy values that would result based on
hypothetical investment rates of return if premiums are paid in full at the
beginning of each year, if all net premiums are allocated to Separate Account
C, and if no policy loans have been made. The values would vary from those
shown if the assumed annual premium payments were paid in installments during
a year. The values would also vary if the Policyowner varied the amount or
frequency of premium payments. The tables also assume that the Policyowner has
not requested an increase or decrease in Specified Amount, that no withdrawals
have been made and no Surrender Charges imposed, and that no transfers have
been made and no Transfer Charges imposed.

Upon request, JP Financial will provide, without charge, a comparable
illustration based upon the proposed Insured's age, sex and rating class, the
Specified Amount requested, the proposed frequency and amount of premium
payments and any available riders requested. Existing Policyowners may request
illustrations based on existing Cash Value at the time of request. JP
Financial has reserved the right to charge an administrative fee of up to $50
for such illustrations.

A-1
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY

ENSEMBLE SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

<TABLE>

<S> <C> <C>
DEATH BENEFIT OPTION I;
MALE NON-SMOKER ISSUE AGE 55 ASSUMED HYPOTHETICAL GROSS
FEMALE NON-SMOKER ISSUE AGE 50 ANNUAL RATE OF RETURN: 12% (9.91% NET)
$1,000,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL PREMIUM(1): $10,000
</TABLE>

<TABLE>
<CAPTION>
PREMIUMS ASSUMING CURRENT COSTS ASSUMING GUARANTEED COSTS
END ACCUMULATED ---------------------------------- ---------------------------------
OF AT 5% INTEREST ACCUMULATION CASH DEATH ACCUMULATION CASH DEATH
YEAR PER YEAR VALUE(2) VALUE(2) BENEFIT(2) VALUE(2) VALUE(2) BENEFIT(2)
- ---- -------------- ------------ ---------- ---------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 7,424 0 1,000,000 7,404 0 1,000,000
2 21,525 16,662 7,312 1,000,000 16,600 7,250 1,000,000
3 33,101 27,875 18,525 1,000,000 27,742 18,392 1,000,000
4 45,256 40,051 30,701 1,000,000 39,813 30,463 1,000,000
5 58,019 53,261 43,911 1,000,000 52,877 43,527 1,000,000
6 71,420 67,577 60,097 1,000,000 66,999 59,519 1,000,000
7 85,491 83,078 77,468 1,000,000 82,251 76,641 1,000,000
8 100,266 99,849 96,109 1,000,000 98,710 94,970 1,000,000
9 115,779 117,985 116,115 1,000,000 116,460 114,590 1,000,000
10 132,068 137,804 137,804 1,000,000 135,589 135,589 1,000,000
11 149,171 160,681 160,681 1,000,000 157,145 157,145 1,000,000
12 167,130 186,029 186,029 1,000,000 180,450 180,450 1,000,000
13 185,986 214,087 214,087 1,000,000 205,626 205,626 1,000,000
14 205,786 245,200 245,200 1,000,000 232,848 232,848 1,000,000
15 226,575 279,703 279,703 1,000,000 262,297 262,297 1,000,000
16 248,404 317,944 317,944 1,000,000 294,157 294,157 1,000,000
17 271,324 360,317 360,317 1,000,000 328,647 328,647 1,000,000
18 295,390 407,268 407,268 1,000,000 366,040 366,040 1,000,000
19 320,660 459,296 459,296 1,000,000 406,672 406,672 1,000,000
20 347,193 516,956 516,956 1,000,000 450,941 450,941 1,000,000
25 501,135 915,817 915,817 1,000,000 747,978 747,978 1,000,000
30 697,608 1,589,585 1,589,585 1,669,064 (3) 1,270,536 1,270,536 1,334,062 (3)
35 948,363 2,704,358 2,704,358 2,839,576 (3) 2,121,061 2,121,061 2,227,114 (3)
40 1,268,398 4,528,648 4,528,648 4,755,081 (3) 3,450,754 3,450,754 3,623,291 (3)
45 1,676,852 7,556,318 7,556 ,318 7,631,881 (3) 5,606,101 5,606,101 5,662,162 (3)
50 2,198,154 12,663,225 12,663,225 12,789,857 (3) 9,178,145 9,178,145 9,269,927 (3)
</TABLE>
- -------
(1) Assumes a $10,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency
or in different amounts.
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of an additional premium payment.
(3) Increase is due to adjustment by the corridor percentage. See "Death
Benefits".

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

A-2
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY

ENSEMBLE SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

<TABLE>
<S> <C> <C>
DEATH BENEFIT OPTION I;
MALE NON-SMOKER ISSUE AGE 55 ASSUMED HYPOTHETICAL GROSS
FEMALE NON-SMOKER ISSUE AGE 50 ANNUAL RATE OF RETURN: 6% (3.91% NET)
$1,000,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL PREMIUM(1): $10,000
</TABLE>

<TABLE>
<CAPTION>
PREMIUMS ASSUMING CURRENT COSTS ASSUMING GUARANTEED COSTS
END ACCUMULATED -------------------------------- --------------------------------
OF AT 5% INTEREST ACCUMULATION CASH DEATH ACCUMULATION CASH DEATH
YEAR PER YEAR VALUE(2) VALUE(2) BENEFIT(2) VALUE(2) VALUE(2) BENEFIT(2)
- ---- -------------- ------------ -------- ---------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 6,943 0 1,000,000 6,923 0 1,000,000
2 21,525 15,202 5,852 1,000,000 15,142 5,792 1,000,000
3 33,101 24,808 15,458 1,000,000 24,685 15,335 1,000,000
4 45,256 34,643 25,293 1,000,000 34,431 25,081 1,000,000
5 58,019 44,687 35,337 1,000,000 44,357 35,007 1,000,000
6 71,420 54,914 47,434 1,000,000 54,438 46,958 1,000,000
7 85,491 65,296 59,686 1,000,000 64,642 59,032 1,000,000
8 100,266 75,800 72,060 1,000,000 74,935 71,195 1,000,000
9 115,779 86,391 84,521 1,000,000 85,279 83,409 1,000,000
10 132,068 97,242 97,242 1,000,000 95,627 95,627 1,000,000
11 149,171 109,393 109,393 1,000,000 106,703 106,703 1,000,000
12 167,130 122,125 122,125 1,000,000 117,728 117,728 1,000,000
13 185,986 135,437 135,437 1,000,000 128,612 128,612 1,000,000
14 205,786 149,328 149,328 1,000,000 139,236 139,236 1,000,000
15 226,575 163,806 163,806 1,000,000 149,469 149,469 1,000,000
16 248,404 178,858 178,858 1,000,000 159,161 159,161 1,000,000
17 271,324 194,477 194,477 1,000,000 168,147 168,147 1,000,000
18 295,390 210,670 210,670 1,000,000 176,247 176,247 1,000,000
19 320,660 227,456 227,456 1,000,000 183,267 183,267 1,000,000
20 347,193 244,805 244,805 1,000,000 188,968 188,968 1,000,000
25 501,135 338,531 338,531 1,000,000 184,350 184,350 1,000,000
30 697,608 433,751 433,751 1,000,000 55,687 55,687 1,000,000
35 948,363 511,913 511,913 1,000,000 0 0 0
40 1,268,398 546,894 546,894 1,000,000 0 0 0
45 1,676,852 490,448 490,448 1,000,000 0 0 0
50 2,198,154 188,399 188,399 1,000,000 0 0 0
</TABLE>
- -------
(1) Assumes a $10,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency
or in different amounts.
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of an additional premium payment.
(3) Increase is due to adjustment by the corridor percentage. See "Death
Benefits".

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

A-3
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY

ENSEMBLE SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

<TABLE>
<S> <C> <C>
DEATH BENEFIT OPTION I;
MALE NON-SMOKER ISSUE AGE 55 ASSUMED HYPOTHETICAL GROSS
FEMALE NON-SMOKER ISSUE AGE 50 NNUAL RATE OF RETURN: 0% (-2.09% NET)
$1,000,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL PREMIUM(1): $10,000
</TABLE>

<TABLE>
<CAPTION>
PREMIUMS ASSUMING CURRENT COSTS ASSUMING GUARANTEED COSTS
END ACCUMULATED -------------------------------- --------------------------------
OF AT 5% INTEREST ACCUMULATION CASH DEATH ACCUMULATION CASH DEATH
YEAR PER YEAR VALUE(2) VALUE(2) BENEFIT(2) VALUE(2) VALUE(2) BENEFIT(2)
- ---- -------------- ------------ -------- ---------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 6,463 0 1,000,000 6,443 0 1,000,000
2 21,525 13,801 4,451 1,000,000 13,744 4,394 1,000,000
3 33,101 21,977 12,627 1,000,000 21,864 12,514 1,000,000
4 45,256 29,835 20,485 1,000,000 29,647 20,297 1,000,000
5 58,019 37,352 28,002 1,000,000 37,071 27,721 1,000,000
44,109
6 71,420 44,499 37,019 1,000,000 36,629 1,000,000
7 85,491 51,247 45,637 1,000,000 50,731 45,121 1,000,000
8 100,266 57,560 53,820 1,000,000 56,905 53,165 1,000,000
9 115,779 63,403 61,533 1,000,000 62,595 60,725 1,000,000
10 132,068 68,948 68,948 1,000,000 67,757 67,757 1,000,000
11 149,171 75,101 75,101 1,000,000 72,996 72,996 1,000,000
12 167,130 81,179 81,179 1,000,000 77,595 77,595 1,000,000
13 185,986 87,152 87,152 1,000,000 81,462 81,462 1,000,000
14 205,786 92,992 92,992 1,000,000 84,484 84,484 1,000,000
15 226,575 98,677 98,677 1,000,000 86,531 86,531 1,000,000
16 248,404 104,167 104,167 1,000,000 87,459 87,459 1,000,000
17 271,324 109,421 109,421 1,000,000 87,109 87,109 1,000,000
18 295,390 114,400 114,400 1,000,000 85,310 85,310 1,000,000
19 320,660 119,053 119,053 1,000,000 81,880 81,880 1,000,000
20 347,193 123,307 123,307 1,000,000 76,590 76,590 1,000,000
25 501,135 135,263 135,263 1,000,000 9,063 9,063 1,000,000
30 697,608 112,708 112,708 1,000,000 0 0 0
35 948,363 10,500 10,500 1,000,000 0 0 0
40 1,268,398 0 0 0 0 0 0
45 1,676,852 0 0 0 0 0 0
50 2,198,154 0 0 0 0 0 0
</TABLE>
- -------
(1) Assumes a $10,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency
or in different amounts.
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of an additional premium payment.

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

A-4
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY

ENSEMBLE SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

<TABLE>
<S> <C> <C>
DEATH BENEFIT OPTION II;
MALE NON-SMOKER ISSUE AGE 55 ASSUMED HYPOTHETICAL GROSS
FEMALE NON-SMOKER ISSUE AGE 50 ANNUAL RATE OF RETURN: 12% (9.91% NET)
$1,000,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL PREMIUM(1): $10,000
</TABLE>

<TABLE>
<CAPTION>
PREMIUMS ASSUMING CURRENT COSTS ASSUMING GUARANTEED COSTS
END ACCUMULATED --------------------------------- --------------------------------
OF AT 5% INTEREST ACCUMULATION CASH DEATH ACCUMULATION CASH DEATH
YEAR PER YEAR VALUE(2) VALUE(2) BENEFIT(2) VALUE(2) VALUE(2) BENEFIT(2)
- ---- -------------- ------------ --------- ---------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 7,424 0 1,007,424 7,404 0 1,007,404
2 21,525 16,659 7,309 1,016,659 16,597 7,247 1,016,597
3 33,101 27,862 18,512 1,027,862 27,729 18,379 1,027,729
4 45,256 40,017 30,667 1,040,017 39,779 30,429 1,039,779
5 58,019 53,186 43,836 1,053,186 52,802 43,452 1,052,802
6 71,420 67,429 59,949 1,067,429 66,852 59,372 1,066,852
7 85,491 82,809 77,199 1,082,809 81,986 76,376 1,081,986
8 100,266 99,393 95,653 1,099,393 98,260 94,520 1,098,260
9 115,779 117,246 115,376 1,117,246 115,732 113,862 1,115,732
10 132,068 136,684 136,684 1,136,684 134,454 134,454 1,134,454
11 149,171 159,092 159,092 1,159,092 155,421 155,421 1,155,421
12 167,130 183,866 183,866 1,183,866 177,894 177,894 1,177,894
13 185,986 211,222 211,222 1,211,222 201,907 201,907 1,201,907
14 205,786 241,465 241,465 1,241,465 227,507 227,507 1,227,507
15 226,575 274,900 274,900 1,274,900 254,731 254,731 1,254,731
16 248,404 311,820 311,820 1,311,820 283,567 283,567 1,283,567
17 271,324 352,553 352,553 1,352,553 313,986 313,986 1,313,986
18 295,390 397,460 397,460 1,397,460 345,945 345,945 1,345,945
19 320,660 446,927 446,927 1,446,927 379,391 379,391 1,379,391
20 347,193 501,353 501,353 1,501,353 414,225 414,225 1,414,225
25 501,135 864,046 864,046 1,864,046 600,317 600,317 1,600,317
30 697,608 1,421,629 1,421,629 2,421,629 754,905 754,905 1,754,905
35 948,363 3,247,467 2,247,467 3,247,467 750,772 750,772 1,750,772
40 1,268,398 3,447,639 3,447,639 4,447,639 339,060 339,060 1,339,060
45 1,676,852 5,216,861 5,216,861 6,216,861 0 0 0
50 2,198,154 7,919,144 7,919,144 8,919,144 0 0 0
</TABLE>
- -------
(1) Assumes a $10,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency
or in different amounts.
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of an additional premium payment.
(3) Increase is due to adjustment by the corridor percentage. See "Death
Benefits".

A-5
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY

ENSEMBLE SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

<TABLE>
<S> <C> <C>
DEATH BENEFIT OPTION II;
MALE NON-SMOKER ISSUE AGE 55 ASSUMED HYPOTHETICAL GROSS
FEMALE NON-SMOKER ISSUE AGE 50 ANNUAL RATE OF RETURN: 6% (3.91% NET)
$1,000,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL PREMIUM(1): $10,000
</TABLE>

<TABLE>
<CAPTION>
PREMIUMS ASSUMING CURRENT COSTS ASSUMING GUARANTEED COSTS
END ACCUMULATED -------------------------------- --------------------------------
OF AT 5% INTEREST ACCUMULATION CASH DEATH ACCUMULATION CASH DEATH
YEAR PER YEAR VALUE(2) VALUE(2) BENEFIT(2) VALUE(2) VALUE(2) BENEFIT(2)
- ---- -------------- ------------ -------- ---------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 6,942 0 1,006,942 6,922 0 1,006,922
2 21,525 15,198 5,848 1,015,198 15,139 5,789 1,015,139
3 33,101 24,797 15,447 1,024,797 24,674 15,324 1,024,674
4 45,256 34,614 25,264 1,034,614 34,402 25,052 1,034,402
5 58,019 44,624 35,274 1,044,624 44,296 34,946 1,044,296
6 71,420 54,796 47,316 1,054,796 54,321 46,841 1,054,321
7 85,491 65,090 59,480 1,065,090 64,438 58,828 1,064,438
8 100,266 75,464 71,724 1,075,464 74,603 70,863 1,074,603
9 115,779 85,867 83,997 1,085,867 84,763 82,893 1,084,763
10 132,068 96,479 96,479 1,096,479 94,853 94,853 1,094,853
11 149,171 108,355 108,355 1,108,355 105,574 105,574 1,105,574
12 167,130 120,772 120,772 1,120,772 116,120 116,120 1,116,120
13 185,986 133,723 133,723 1,133,723 126,368 126,368 1,126,368
14 205,786 147,195 147,195 1,147,195 136,156 136,156 1,136,156
15 226,575 161,185 161,185 1,161,185 145,303 145,303 1,145,303
16 248,404 175,667 175,667 1,175,667 153,600 153,600 1,153,600
17 271,324 190,612 190,612 1,190,612 160,816 160,816 1,160,816
18 295,390 205,994 205,994 1,205,994 166,700 166,700 1,166,700
19 320,660 221,808 221,808 1,221,808 170,986 170,986 1,170,986
20 347,193 237,984 237,984 1,237,984 173,351 173,351 1,173,351
25 501,135 320,407 320,407 1,320,407 139,939 139,939 1,139,939
30 697,608 380,725 380,725 1,380,725 0 0 0
35 948,363 361,777 361,777 1,361,777 0 0 0
40 1,268,398 176,433 176,433 1,176,433 0 0 0
45 1,676,852 0 0 0 0 0 0
50 2,198,154 0 0 0 0 0 0
</TABLE>
- -------
(1) Assumes a $10,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency
or in different amounts.
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of an additional premium payment.

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

A-6
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY

ENSEMBLE SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

<TABLE>
<S> <C> <C>
DEATH BENEFIT OPTION II;
MALE NON-SMOKER ISSUE AGE 55 ASSUMED HYPOTHETICAL GROSS
FEMALE NON-SMOKER ISSUE AGE 50 ANNUAL RATE OF RETURN: 0% (-2.09% NET)
$1,000,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL PREMIUM(1): $10,000
</TABLE>

<TABLE>
<CAPTION>
PREMIUMS ASSUMING CURRENT COSTS ASSUMING GUARANTEED COSTS
END ACCUMULATED -------------------------------- --------------------------------
OF AT 5% INTEREST ACCUMULATION CASH DEATH ACCUMULATION CASH DEATH
YEAR PER YEAR VALUE(2) VALUE(2) BENEFIT(2) VALUE(2) VALUE(2) BENEFIT(2)
- ---- -------------- ------------ -------- ---------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 6,426 0 1,006,462 6,442 0 1,006,442
2 21,525 13,798 4,448 1,013,798 13,741 4,391 1,013,741
3 33,101 21,967 12,617 1,021,967 21,854 12,504 1,021,854
4 45,256 29,810 20,460 1,029,810 29,622 20,272 1,029,622
5 58,019 37,301 27,951 1,037,301 37,020 27,670 1,037,020
6 71,420 44,406 36,926 1,044,406 44,016 36,536 1,044,016
7 85,491 51,090 45,480 1,051,090 50,576 44,966 1,050,576
8 100,266 57,313 53,573 1,057,313 56,661 52,921 1,056,661
9 115,779 63,032 61,162 1,063,032 62,230 60,360 1,062,230
10 132,068 68,429 68,429 1,068,429 67,230 67,230 1,067,230
11 149,171 74,424 74,424 1,074,424 72,257 72,257 1,072,257
12 167,130 80,333 80,333 1,080,333 76,582 76,582 1,076,582
13 185,986 86,124 86,124 1,086,124 80,104 80,104 1,080,104
14 205,786 91,765 91,765 1,091,765 82,694 82,694 1,082,694
15 226,575 97,232 97,232 1,097,232 84,210 84,210 1,084,210
16 248,404 102,479 102,479 1,102,479 84,495 84,495 1,084,495
17 271,324 107,458 107,458 1,107,458 83,383 83,383 1,083,383
18 295,390 112,124 112,124 1,112,124 80,697 80,697 1,080,697
19 320,660 116,418 116,418 1,116,418 76,262 76,262 1,076,262
20 347,193 120,253 120,253 1,120,253 69,864 69,864 1,069,864
25 501,135 128,658 128,658 1,128,658 0 0 0
30 697,608 97,847 97,847 1,097,847 0 0 0
35 948,363 0 0 0 0 0 0
40 1,268,398 0 0 0 0 0 0
45 1,676,852 0 0 0 0 0 0
50 2,198,154 0 0 0 0 0 0
</TABLE>
- -------
(1) Assumes a $10,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency
or in different amounts.
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of an additional premium payment.

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

A-7