LPLA SEPARATE ACCOUNT ONE, 485BPOS, 1996-04-18

LPLA SEPARATE ACCOUNT ONE
485BPOS, 1996-04-18

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File Nos. 33-87150
811-8890
==============================================================================

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 1 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 3 [X]
(Check appropriate box or boxes.)

LPLA Separate Account One
___________________________
(Exact Name of Registrant)

London Pacific Life & Annuity Company
_____________________________________
(Name of Depositor)

3109 Poplarwood Court, Raleigh, North Carolina 27604
___________________________________________________ _________
(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, including Area Code (919) 790-2243

Name and Address of Agent for Service
George Nicholson
London Pacific Life & Annuity Company
3109 Poplarwood Court
Raleigh, North Carolina 27604

Copies to:
Judith A. Hasenauer
Blazzard, Grodd & Hasenauer, P.C.
P.O. Box 5108
Westport, CT 06881
(203) 226-7866

Approximate Date of Proposed Public Offering

It is proposed that this filing will become effective:

_____ immediately upon filing pursuant to paragraph (b) of Rule 485
__X__ on May 1, 1996 pursuant to paragraph (b)of Rule 485
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_____ on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

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

Registrant has declared that it has registered an indefinite number or amount
of securities in accordance with Rule 24f-2 under the Investment Company Act
of 1940. Registrant filed its Rule 24f-2 Notice for the most recent fiscal
year on or about February 21, 1996.

<TABLE>

CROSS REFERENCE SHEET
(required by Rule 495)
Item No. Location
- -------- -------------------------

PART A

Item 1. Cover Page.......................... Cover Page

Item 2. Definitions......................... Definitions

Item 3. Synopsis............................ Highlights

Item 4. Condensed Financial Information..... Not Applicable

Item 5. General Description of Registrant,
Depositor, and Portfolio Companies.. The Company; The Separate
Account; LPT Variable
Insurance Series Trust

Item 6. Deductions and Expenses............. Charges and Deductions

Item 7. General Description of Variable
Annuity Contracts................... The Contracts

Item 8. Annuity Period...................... Annuity Provisions

Item 9. Death Benefit....................... Proceeds Payable on
Death

Item 10. Purchases and Contract Value........ Contributions and
Contract Value

Item 11. Redemptions......................... Withdrawals

Item 12. Taxes............................... Tax Status

Item 13. Legal Proceedings................... Legal Proceedings

Item 14. Table of Contents of the Statement
of Additional Information........... Table of Contents of the
Statement of Additional
Information
</TABLE>

<TABLE>

CROSS REFERENCE SHEET (CONT'D)
(required by Rule 495)
Item No. Location
- -------- -----------------------

PART B

Item 15. Cover Page.......................... Cover Page

Item 16. Table of Contents................... Table of Contents

Item 17. General Information and History..... The Company

Item 18. Services............................ Not Applicable

Item 19. Purchase of Securities Being
Offered............................. Not Applicable

Item 20. Underwriters........................ Distributor

Item 21. Calculation of Performance Data..... Performance Information

Item 22. Annuity Payments.................... Annuity Provisions

Item 23. Financial Statements................ Financial Statements
</TABLE>

PART C

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

PART A

LONDON PACIFIC LIFE & ANNUITY COMPANY

INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS
WITH FLEXIBLE CONTRIBUTIONS
ISSUED BY
LPLA SEPARATE ACCOUNT ONE
AND
LONDON PACIFIC LIFE & ANNUITY COMPANY

The Individual Fixed and Variable Deferred Annuity Contracts with Flexible
Contributions (the "Contracts") described in this Prospectus provide for
accumulation of Contract Values on a fixed and variable basis and payment of
annuity payments on a fixed and variable basis. The Contracts are designed
for use by individuals in retirement plans on a Qualified or Non-Qualified
basis. (See "Definitions.")

Contributions for the Contracts will be allocated to a segregated investment
account of London Pacific Life & Annuity Company (the "Company") which account
has been designated LPLA Separate Account One (the "Separate Account") or to
the Company's Fixed Account. Under certain circumstances, however,
Contributions may initially be allocated to the Salomon Money Market
Sub-Account of the Separate Account. (See "Highlights.") The Separate
Account invests in shares of LPT Variable Insurance Series Trust. (See "LPT
Variable Insurance Series Trust.") LPT Variable Insurance Series Trust is a
series fund with eight Portfolios currently available: MAS Value Portfolio;
MFS Total Return Portfolio; Salomon U.S. Quality Bond Portfolio; Strong
International Stock Portfolio; Salomon Money Market Portfolio; Berkeley
Smaller Companies Portfolio; Lexington Corporate Leaders Portfolio; and Strong
Growth Portfolio.

THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY FINANCIAL INSTITUTION, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
INVESTMENT IN THE CONTRACTS IS SUBJECT TO RISK THAT MAY CAUSE THE VALUE OF
THE OWNER'S INVESTMENT TO FLUCTUATE, AND WHEN THE CONTRACTS ARE SURRENDERED,
THE VALUE MAY BE HIGHER OR LOWER THAN THE CONTRIBUTIONS.

This Prospectus concisely sets forth the information a prospective investor
should know before investing. Additional information about the Contracts is
contained in the Statement of Additional Information which is available at no
charge. The Statement of Additional Information has been filed with the
Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents of the Statement of Additional Information can be found
on Page __ of this Prospectus. For the Statement of Additional Information,
call (800) 852-3152 or write to the Company's Annuity Service Center at the
address listed above.

INQUIRIES:

Any inquiries can be made by telephone or in writing to the Annuity Service
Center listed above.

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

This Prospectus and the Statement of Additional Information are dated May 1,
1996.

This Prospectus should be kept for future reference.

TABLE OF CONTENTS

PAGE

DEFINITIONS

HIGHLIGHTS

FEE TABLE

THE COMPANY

THE SEPARATE ACCOUNT

LPT VARIABLE INSURANCE SERIES TRUST
MAS Value Portfolio
MFS Total Return Portfolio
Salomon U.S. Quality Bond Portfolio
Strong International Stock Portfolio
Salomon Money Market Portfolio
Berkeley Smaller Companies Portfolio
Lexington Corporate Leaders Portfolio
Strong Growth Portfolio
Voting Rights
Substitution of Securities

CHARGES AND DEDUCTIONS
Deduction for Contingent Deferred Sales Charge (Sales Load)
Convalescent Care Facility/Terminal Illness Benefit
Reduction or Elimination of the Contingent Deferred Sales Charge
Deduction for Mortality and Expense Risk Charge
Deduction for Administrative Charge
Deduction for Distribution Charge
Deduction for Contract Maintenance Charge
Deduction for Transfer Fee
Deduction for Premium and Other Taxes
Deduction for Expenses of the Trust

THE CONTRACTS
Owner
Joint Owners
Annuitant
Assignment

CONTRIBUTIONS AND CONTRACT VALUE
Contributions
Allocation of Contributions
Dollar Cost Averaging
Contract Value
Accumulation Units
Accumulation Unit Value

TRANSFERS
Transfers During the Accumulation Period
Transfers During the Annuity Period

WITHDRAWALS
Systematic Withdrawal Option
Suspension or Deferral of Payments

PROCEEDS PAYABLE ON DEATH
Death of Owner During the Accumulation Period
Death Benefit Amount During the Accumulation Period
Death Benefit Options During the Accumulation Period
Death of Owner During the Annuity Period
Death of Annuitant
Payment of Death Benefit
Beneficiary
Change of Beneficiary

ANNUITY PROVISIONS
General
Annuity Date
Selection or Change of an Annuity Option
Frequency and Amount of Annuity Payments
Annuity
Fixed Annuity
Variable Annuity
Annuity Options
OPTION A. LIFE ANNUITY
OPTION B. LIFE ANNUITY WITH PERIOD CERTAIN
OPTION C. JOINT AND SURVIVOR ANNUITY
OPTION D. PERIOD CERTAIN

DISTRIBUTOR

PERFORMANCE INFORMATION
Salomon Money Market Sub-Account
Other Sub-Accounts

TAX STATUS
General
Diversification
Contracts Owned by Other than Natural Persons
Multiple Contracts
Tax Treatment of Assignments
Income Tax Withholding
Tax Treatment of Withdrawals - Non-Qualified Contracts
Qualified Plans
Tax Treatment of Withdrawals - Qualified Contracts

FINANCIAL STATEMENTS

LEGAL PROCEEDINGS

APPENDIX

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

DEFINITIONS

ACCUMULATION PERIOD: The period prior to the Annuity Date during which
Contributions may be made.

ACCUMULATION UNIT: A unit of measure used to determine the value of the
Owner's interest in a Sub-Account of the Separate Account during the
Accumulation Period.

ADJUSTED CONTRACT VALUE: The Contract Value less any applicable Premium Tax
and Contract Maintenance Charge, if any. This amount is applied to the
applicable Annuity Tables to determine Annuity Payments.

AGE: The age of any Owner or Annuitant on his/her last birthday.

ANNUITANT: The natural person on whose life Annuity Payments are based. On
or after the Annuity Date, the Annuitant shall also include any Joint
Annuitant.

ANNUITY DATE: The date on which Annuity Payments begin.

ANNUITY OPTIONS: Options available for Annuity Payments.

ANNUITY PAYMENTS: The series of payments made to the Owner or any named payee
after the Annuity Date under the Annuity Option selected.

ANNUITY PERIOD: The period of time beginning with the Annuity Date during
which Annuity Payments are made.

ANNUITY SERVICE CENTER: The office indicated on the back page of this
Prospectus to which notices, requests and Contributions must be sent. All sums
payable to the Company under the Contract are payable only at the Annuity
Service Center.

ANNUITY UNIT: A unit of measure used to calculate Variable Annuity Payments
during the Annuity Period.

BENEFICIARY: The person(s) or entity(ies) who will receive the death benefit
payable under the Contract.

COMPANY: London Pacific Life & Annuity Company.

CONTRACT ANNIVERSARY: An anniversary of the Issue Date.

CONTRACT VALUE: The dollar value as of any Valuation Period of all amounts
accumulated in the Contract.

CONTRACT WITHDRAWAL VALUE: The Contract Value less any applicable Premium
Tax, less any Contingent Deferred Sales Charge, less any applicable Contract
Maintenance Charge.

CONTRACT YEAR: The first Contract Year is the annual period which begins on
the Issue Date. Subsequent Contract Years begin on each anniversary of the
Issue Date.

CONTRIBUTION: A payment made by or on behalf of an Owner with respect to the
Contract.

EFFECTIVE DATE: The date the Company declares a Guaranteed Interest Rate for
a specified Guarantee Period.

ELIGIBLE FUND: An investment entity into which assets of the Separate Account
will be invested.

FIXED ACCOUNT: An investment option within the General Account where the
Company guarantees the rate(s) of interest for a specified Guarantee Period.

FIXED ANNUITY: A series of payments made during the Annuity Period which are
guaranteed as to dollar amount by the Company.

GENERAL ACCOUNT: The Company's general investment account which contains all
the assets of the Company with the exception of the Separate Account and other
segregated asset accounts.

GUARANTEE PERIOD: A one year period, commencing on the Issue Date, for which
the Guaranteed Interest Rate is credited. Upon each Contract Anniversary, a
new one year Guarantee Period commences.

GUARANTEED INTEREST RATE: The interest rate credited to the Contract Value by
the Company for any given Guarantee Period.

ISSUE DATE: The date on which the Contract became effective.

NON-QUALIFIED CONTRACTS: Contracts issued under non-qualified plans which do
not receive favorable tax treatment under Section 408 of the Internal Revenue
Code of 1986, as amended (the "Code").

OWNER: The person or entity entitled to the ownership rights stated in the
Contract.

PORTFOLIO: A segment of an Eligible Fund which constitutes a separate and
distinct class of shares.

PREMIUM TAX: Any premium taxes paid to any governmental entity assessed
against Contributions or Contract Value.

QUALIFIED CONTRACTS: Contracts issued under qualified plans which receive
favorable tax treatment under Section 408 of the Code.

SEPARATE ACCOUNT: The Company's Separate Account designated as LPLA Separate
Account One.

SUB-ACCOUNT: Separate Account assets are divided into Sub-Accounts. Assets of
each Sub-Account will be invested in shares of an Eligible Fund or a Portfolio
of an Eligible Fund.

VALUATION DATE: Each day on which the Company and the New York Stock Exchange
("NYSE") are open for business.

VALUATION PERIOD: The period of time beginning at the close of business of
the NYSE on each Valuation Date and ending at the close of business for the
next succeeding Valuation Date.

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in
relation to the investment performance of specified Sub-Accounts of the
Separate Account.

WRITTEN REQUEST: A request in writing, in a form satisfactory to the Company,
which is received by the Annuity Service Center.

HIGHLIGHTS

The Contract may be returned to the Company for any reason within ten (10)
calendar days (thirty (30) days if purchased by individuals in California who
are 60 years of age or older on the Issue Date, or twenty (20) calendar days
of the date of receipt with respect to the circumstances described in (c)
below) after its receipt by the Owner ("Right to Examine Contract"). It may be
returned to the Company at its Annuity Service Center. When the Contract is
received by the Company at its Annuity Service Center, it will be voided as if
it had never been in force. Upon its return, the Company will refund the
Contract Value next computed after receipt of the Contract by the Company at
its Annuity Service Center except in the following circumstances: (a) where
the Contract is purchased pursuant to an Individual Retirement Annuity; (b) in
those states which require the Company to refund Contributions, less
withdrawals; or (c) in the case of Contracts which are deemed by certain
states to be replacing an existing annuity or insurance contract and which
require the Company to refund Contributions, less withdrawals. With respect
to the circumstances described in (a), (b) and (c) above, the Company will
refund the greater of Contributions, less any withdrawals, or the Contract
Value, and will allocate initial Contributions to the Salomon Money Market
Sub-Account (except for any Contribution to be allocated to the Fixed Account
as elected by the Owner) until the expiration of fifteen (15)days from the
Issue Date (or twenty-five (25) days in the case of Contracts described under
(c) above). Upon the expiration of the fifteen day period (or twenty-five day
period with respect to Contracts described under (c)), the Sub-Account value
of the Salomon Money Market Sub-Account will be allocated to the Separate
Account in accordance with the election made by the Owner at the time the
Contract is issued.

The Company reserves the right to offer an exchange program (the "Exchange
Program") which is available only to purchasers who exchange an existing
contract issued by another insurance company not affiliated with the Company
for the Contract offered by this Prospectus. As of the date of this
Prospectus, the Company is making such a Program available. Under the
Exchange Program, the Company adds certain amounts to the Contract Value as
exchange credits ("Exchange Credits"). Subject to specific limits, the
Exchange Credits equal the surrender charge paid, if any, to the other
insurance company. (See "Contributions and Contract Value - Exchange
Program.")

A Contingent Deferred Sales Charge (sales load) may be deducted in the event
of a withdrawal of all or a portion of the unliquidated Contributions.
Unliquidated means not previously surrendered or withdrawn. The Contingent
Deferred Sales Charge is based upon the Contract Year in which the withdrawal
is made as follows:

<TABLE>

<S> <C>

Charge as a percentage of
Contract Year unliquidated Contribution withdrawn
- ------------------------------ ------------------------------------

1 year 7%
2 years 7%
3 years 6%
4 years 5%
5 years 4%
6 years 3%
7 years 2%
8 years or more 0%
</TABLE>

The Owner may make a partial withdrawal once each Contract Year on a
non-cumulative basis without the imposition of the Contingent Deferred Sales
Charge ("Free Withdrawal"). The Free Withdrawal amount may be up to 10% of
unliquidated Contributions. For purposes of calculating the Free Withdrawal
amount and the Contingent Deferred Sales Charge, amounts withdrawn as a Free
Withdrawal are not considered a liquidation of contributions. If the
Systematic Withdrawal Option is selected, the once a Contract Year limitation
is waived if there have been no other Free Withdrawals during the current
Contract Year. (See "Charges and Deductions - Deduction for Contingent
Deferred Sales Charge" and the "Appendix.") Withdrawals of income may be
subject to a ten percent (10%) federal income tax penalty if the Owner is not
59 1/2 years old at the time of the withdrawal.

Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
from the Separate Account which is equal, on an annual basis, to 1.25% of the
average daily net asset value of each Sub-Account of the Separate Account.
This Charge compensates the Company for assuming the mortality and expense
risks under the Contracts. (See "Charges and Deductions - Deduction for
Mortality and Expense Risk Charge.")

Each Valuation Period, the Company deducts an Administrative Charge from the
Separate Account which is equal, on an annual basis, to .15% of the average
daily net asset value of each Sub-Account of the Separate Account. This
Charge compensates the Company for costs associated with the administration of
the Contracts and the Separate Account. (See "Charges and Deductions -
Deduction for Administrative Charge.")

On each Contract Anniversary, the Company deducts a Contract Maintenance
Charge of $36 from the Contract Value by subtracting values from the Fixed
Account and/or by cancelling Accumulation Units from each applicable
Sub-Account. However, during the Accumulation Period, if the Contract Value
in the Separate Account and the Fixed Account on the Contract Anniversary is
at least $50,000, then no Contract Maintenance Charge is deducted. If a total
withdrawal is made on other than a Contract Anniversary and the Contract Value
for the Valuation Period during which the total withdrawal is made is less
than $50,000, the full Contract Maintenance Charge will be deducted at the
time of the total withdrawal. The Charge will be deducted from the Fixed
Account and the Sub-Accounts in the same proportion that the amount of
Contract Value in the Fixed Account and each Sub-Account bears to the total
Contract Value. During the Annuity Period, the Contract Maintenance Charge
will be deducted pro-rata from Annuity Payments regardless of Contract size
and will result in a reduction of each Annuity Payment. (See "Charges and
Deductions - Deduction for Contract Maintenance Charge.")

Under certain circumstances, a Transfer Fee may be assessed when an Owner
transfers Contract Values between Sub-Accounts or to or from the Fixed
Account. (See "Charges and Deductions - Deduction for Transfer Fee.")

The Company will not deduct Premium Taxes from an Owner's Contributions before
allocating the Contributions to the Fixed Account and/or Sub-Accounts of the
Separate Account unless required to pay such taxes under applicable state law.
The Company's current practice is to pay the Premium Tax due and deduct the
tax upon full or partial withdrawals, payment of a death benefit or purchase
of an annuity under the Contract. The Company reserves the right to
discontinue the deferral of this tax. (See "Charges and Deductions -
Deduction for Premium and Other Taxes.")

There is a ten percent (10%) federal income tax penalty applied to the income
portion of any distribution from the Contracts. However, the penalty is not
imposed under certain circumstances. See "Tax Status - Tax Treatment of
Withdrawals - Non-Qualified Contracts" and "Tax Treatment of Withdrawals -
Qualified Contracts." For a further discussion of the taxation of the
Contracts, see "Tax Status."

See "Tax Status - Diversification" for a discussion of owner control of the
underlying investments in a variable annuity contract.

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

LPLA SEPARATE ACCOUNT ONE
FEE TABLE

CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>

Contingent Deferred Sales Charge Charge as a percentage
(see Note 2, page ___) of unliquidated
Contract Year Contribution withdrawn
--------------- -----------------------

1 year 7%
2 years 7%
3 years 6%
4 years 5%
5 years 4%
6 years 3%
7 years 2%
8 years or more 0%
</TABLE>

Transfer Fee (see Note 3, page __) No charge for first 12 transfers in a
Contract Year; thereafter the fee is the
lesser of $20 or 2% of the amount
transferred.

Contract Maintenance Charge $36 per Contract per Contract Year.
(see Note 4, page __)

<TABLE>

<S> <C>

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and Expense Risk Charge 1.25%
Administrative Charge .15%
Distribution Charge .10%
-----
Total Separate Account Annual Expenses 1.50%
</TABLE>

LPT VARIABLE INSURANCE SERIES TRUST ANNUAL EXPENSES
(as a percentage of the average daily net assets of a Portfolio)

<TABLE>

Management Other Total Annual
Fees Expenses* Expenses*
----------- ---------- -------------

MAS Value Portfolio (1) .875% .42% 1.29%
MFS Total Return Portfolio (2) .75% .54% 1.29%
Salomon U.S. Quality Bond Portfolio (2) .55% .44% .99%
Strong International Stock Portfolio (3) .75% .74% 1.49%
Salomon Money Market Portfolio (2) .45% .44% .89%
Berkeley Smaller Companies Portfolio (2) 1.00% .39% 1.39%
Lexington Corporate Leaders Portfolio (3) .65% .64% 1.29%
Strong Growth Portfolio (3) .75% .54% 1.29%
<FN>

(1) LPIMC Insurance Marketing Services, the investment adviser of the Trust
(the "Adviser"), has agreed to waive its entire advisory fee for the Portfolio
for the initial three months of the Portfolio's investment operations and to
waive .25% of its advisory fee for the next three months.

(2) The Adviser has agreed to waive its advisory fee for the Portfolio for
the initial six months of the Potfolio's investment operations.

(3) The Adviser has agreed to waive .25% of its advisory fee for the
Portfolio for the initial six months of the Portfolio's investment operations.

* The Company has voluntarily agreed through May 1, 1997 to reimburse each
Portfolio for certain expenses (excluding brokerage commissions) in excess of the
amounts set forth above under "Total Annual Expenses" for each Portfolio. If
expenses were not reimbursed, the estimated "Other Expenses" and "Total Annual
Expenses" for the year ending December 31, 1996 would be approximately 1.80% and
2.68%, respectively for the MAS Value Portfolio; 1.65% and 2.40%, respectively
for the MFS Total Return Portfolio; 2.83% and 3.38%, respectively for the Salomon
U.S. Quality Bond Portfolio; 2.51% and 3.26%, respectively for the Strong
International Stock Portfolio; 2.83% and 3.28%, respectively for the Salomon
Money Market Portfolio; 1.81% and 2.81%, respectively for the Berkeley Smaller
Companies Portfolio; 1.74% and 3.04%, respectively for the Lexington Corporate
Leaders Portfolio; and 1.91% and 2.66%, for the Strong Growth Portfolio. The
Examples below are calculated based upon such expense reimbursement arrangements.

</TABLE>

EXAMPLES (See Note 6 below)

An Owner would pay the following expenses on a $1,000 investment, assuming a
5% annual return on assets: (a) if the Contract is surrendered at the end of
each time period; (b) if the Contract is not surrendered or if the Contract is
annuitized.

<TABLE>

Time Periods
1 year 3 years
------- --------

MAS Value Portfolio a) $100.04 $ 154.47
b) $ 30.04 $ 94.47
MFS Total Return Portfolio a) $100.04 $ 154.47
b) $ 30.04 $ 94.47
Salomon U.S. Quality Bond Portfolio a) $ 96.96 $ 144.78
b) $ 26.96 $ 84.78
Strong International Stock Portfolio a) $102.09 $ 160.94
b) $ 32.09 $ 100.94
Salomon Money Market Portfolio a) $ 95.94 $ 141.55
b) $ 25.94 $ 81.55
Berkeley Smaller Companies Portfolio a) $101.06 $ 157.70
b) $ 31.06 $ 97.70
Lexington Corporate Leaders Portfolio a) $100.04 $ 154.47
b) $ 30.04 $ 94.47
Strong Growth Portfolio a) $100.04 $ 154.47
b) $ 30.04 $ 94.47
</TABLE>

NOTES TO FEE TABLE AND EXAMPLES

1. The purpose of the Fee Table is to assist Owners in understanding the
various costs and expenses that an Owner will incur directly or indirectly.
For additional information, see "Charges and Deductions" in this Prospectus
and the Prospectus for LPT Variable Insurance Series Trust.

2. Once each Contract Year, an Owner may withdraw up to 10% of
unliquidated (which means not previously surrendered or withdrawn)
Contributions on a non-cumulative basis without the imposition of the
Contingent Deferred Sales Charge. A Free Withdrawal can be made once each
Contract Year unless the Systematic Withdrawal Option is selected. Withdrawals
of income may be subject to a ten percent (10%) federal income tax penalty if
the Owner is not 59 1/2 at the time of the withdrawal.

3. Transfers made at the end of the Right to Examine Contract period and
any transfers made pursuant to an approved Dollar Cost Averaging Program will
not be counted in determining the application of the Transfer Fee.

4. During the Accumulation Period, if the Contract Value on the Contract
Anniversary is at least $50,000, then no Contract Maintenance Charge is
deducted. If a total withdrawal is made on other than a Contract Anniversary
and the Contract Value for the Valuation Period during which the total
withdrawal is made is less than $50,000, the full Contract Maintenance Charge
will be deducted at the time of the total withdrawal. During the Annuity
Period, the full charge will be deducted regardless of Contract size.

5. Premium Taxes are not reflected. Premium taxes may apply. (See
"Charges and Deductions - Deduction for Premium and Other Taxes.")

6. The Examples assume an estimated $25,000 Contract Value so that the
Contract Maintenance Charge per $1,000 of net asset value in the Separate
Account is $1.44. Such charge would be higher for smaller Contract Values and
lower for higher Contract Values.

7. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

THE COMPANY

London Pacific Life & Annuity Company (the "Company") was organized in 1927 in
North Carolina as a stock life insurance company. The Company was acquired
from Liberty Life in 1989 and was formerly named Southern Life Insurance
Company.

The Company is authorized to sell life insurance and annuities in forty states
and the District of Columbia. The Company's ultimate parent is London Pacific
Group Limited, an international fund management firm chartered in Jersey,
Channel Islands.

THE SEPARATE ACCOUNT

The Board of Directors of the Company adopted a resolution to establish a
segregated asset account pursuant to North Carolina insurance law on November
21, 1994. This segregated asset account has been designated LPLA Separate
Account One (the "Separate Account"). The Company has caused the Separate
Account to be registered with the Securities and Exchange Commission as a unit
investment trust pursuant to the provisions of the Investment Company Act of
1940.

The assets of the Separate Account are the property of the Company. However,
the assets of the Separate Account, equal to the reserves and other contract
liabilities with respect to the Separate Account, are not chargeable with
liabilities arising out of any other business the Company may conduct.
Income, gains and losses, whether or not realized, are, in accordance with the
Contracts, credited to or charged against the Separate Account without regard
to other income, gains or losses of the Company. The Company's obligations
arising under the Contracts are general obligations.

The Separate Account meets the definition of a "separate account" under
federal securities laws.

The Separate Account is divided into Sub-Accounts. Each Sub-Account invests
in one Portfolio of LPT Variable Insurance Series Trust. There is no
assurance that the investment objectives of any of the Portfolios will be met.
Owners bear the complete investment risk for Contributions allocated to a
Sub-Account. Contract Values will fluctuate in accordance with the investment
performance of the Sub-Accounts to which Contributions are allocated, and in
accordance with the imposition of the fees and charges assessed under the
Contracts.

LPT VARIABLE INSURANCE SERIES TRUST

LPT Variable Insurance Series Trust (the "Trust") has been established to act
as the funding vehicle for the Contracts offered. LPIMC Insurance Marketing
Services (the "Adviser"), a subsidiary of the Company and a registered
investment adviser under the Investment Advisers Act of 1940, serves as
investment adviser to the Trust. The Adviser manages the investment
strategies and policies of the Portfolios and the Trust, subject to the
control of the Board of Trustees of the Trust. The Adviser has entered into
sub-advisory agreements with professional managers for investment of the
assets of each Portfolio. The sub-adviser for each Portfolio is listed under
each Portfolio's investment objectives below. The Portfolios pay monthly
investment management fees to the Adviser, and the Adviser pays the
sub-advisers for their services to the Portfolios. The Adviser retains a
management fee as compensation for providing certain services to the
Portfolios at an annual rate of .25% of each Portfolio's net assets for all
Portfolios. See "Management of the Trust" in the Prospectuses for each
Portfolio, which accompany this Prospectus, for additional information
concerning the Adviser and the sub-advisers, including a description of
advisory and sub-advisory fees.

The Trust is an open-end, series management investment company. While a brief
summary of the investment objectives of the Portfolios is set forth below,
more comprehensive information, including a discussion of potential risks, is
found in the current Prospectuses for the Portfolios which are included with
this Prospectus. Additional Prospectuses and the Statement of Additional
Information can be obtained by calling or writing the Company.

PURCHASERS SHOULD READ THIS PROSPECTUS AND THE PROSPECTUSES FOR THE PORTFOLIOS
CAREFULLY BEFORE INVESTING.

The Trust is intended to meet differing investment objectives with its
currently available separate Portfolios.

MAS VALUE PORTFOLIO : The investment objective of the MAS Value Portfolio is
to achieve above-average total return over a market cycle of three to five
years, consistent with reasonable risk, by investing in common stocks with
equity capitalizations usually greater than $300 million which are deemed by
the sub-adviser to be relatively undervalued, based on various measures such
as price/earnings ratios and price/book ratios. While capital return will be
emphasized somewhat more than income return, the Portfolio's total return will
consist of both capital and income returns. The sub-adviser for this
Portfolio is Miller Anderson & Sherrerd, LLP.

MFS TOTAL RETURN PORTFOLIO : The Portfolio's investment objective is to seek
total return by investing in securities which will provide above-average
income (compared to a portfolio entirely invested in equity securities) and
opportunities for growth of capital and income consistent with the prudent
employment of capital. Under normal market conditions, at least 25% of the
Portfolio's assets will be invested in fixed income securities and at least
40% and no more than 75% of the Portfolio's assets will be invested in equity
securities. The sub-adviser for this Portfolio is Massachusetts Financial
Services Company.

SALOMON U.S. QUALITY BOND PORTFOLIO : The investment objective of the Salomon
U.S. Quality Bond Portfolio is to obtain a high level of current income. It
is a diversified Portfolio that seeks to attain its objective by investing
primarily in debt obligations and mortgage-backed securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities including
collateralized mortgage obligations backed by such securities. The Portfolio
may also invest a portion of its assets in investment grade bonds. The
sub-adviser for this Portfolio is Salomon Brothers Asset Management Inc.

STRONG INTERNATIONAL STOCK PORTFOLIO : The investment objective of the Strong
International Stock Portfolio is to seek capital growth. The Portfolio
invests primarily in the equity securities of issuers located outside the
United States. The Portfolio will invest at least 65% of its total assets in
foreign equity securities, including common stocks, preferred stocks, and
securities that are convertible into common or preferred stocks, such as
warrants and convertible bonds, that are issued by companies whose principal
headquarters are located outside the United States. Under normal market
conditions, the Portfolio expects to invest at least 90% of its total assets
in foreign equity securities. The Portfolio will normally invest in
securities of issuers located in at least five foreign countries. Investing
in securities of foreign issuers involves risks not associated with investing
in securities of domestic issuers. Purchasers are cautioned to read the
section entitled "Implementation of Policies and Risks - Foreign Securities
and Currencies" in the Trust Prospectus for a discussion of the risks involved
in foreign investing. The sub-adviser for this Portfolio is Strong Capital
Management, Inc.

SALOMON MONEY MARKET PORTFOLIO : The investment objective of the Salomon Money
Market Portfolio is to seek as high a level of current income as is consistent
with liquidity and the stability of principal. The Portfolio invests in
high-quality, short-term U.S. dollar-denominated money market instruments
which are deemed to mature in thirteen months or less, and is managed so that
the average portfolio maturity of all portfolio instruments (on a
dollar-weighted basis) will not exceed 90 days. An investment in this
Portfolio is neither insured nor guaranteed by the U.S. Government and there
can be no assurance that the Portfolio will be able to maintain a stable net
asset value of $1.00 per share. The sub-adviser for this Portfolio is Salomon
Brothers Asset Management Inc.

BERKELEY SMALLER COMPANIES PORTFOLIO : The investment objective of the
Berkeley Smaller Companies Portfolio is to seek long-term capital appreciation
by investing primarily in equity securities of those smaller companies that
the sub-adviser believes may be the industry leaders of tomorrow. The
Portfolio will select its portfolio investments primarily from among U.S. and
foreign companies with individual market capitalizations which would, at the
time of purchase, place them in the same size range as companies included in
the NASDAQ Composite Index, excluding its top 75 companies. Based on this
policy and recent U.S. share prices, the companies in which the Portfolio
invests typically will have individual market capitalizations of less than
$1.0 billion ("smaller companies"). Under normal market conditions, the
Portfolio will invest at least 65% of its total assets in smaller companies.
The sub-adviser for this Portfolio is Berkeley Capital Management.

LEXINGTON CORPORATE LEADERS PORTFOLIO : The investment objective of the
Lexington Corporate Leaders Portfolio is to seek long-term capital growth and
income through investment in the common stocks of large, well-established
companies. The Portfolio will seek to maintain an equal number of shares in
each of the companies in which it invests. The companies in which the
Portfolio will invest have a large market capitalization (in excess of $1.0
billion), an established history of earnings and dividend payments, a large
number of publicly held shares and high trading volume and a high degree of
liquidity. The Portfolio's common stock investments will be selected from a
list of 100 "corporate leaders" of commerce and industry, as determined by the
sub-adviser. The sub-adviser for this Portfolio is Lexington Management
Corporation.

STRONG GROWTH PORTFOLIO : The investment objective of the Strong Growth
Portfolio is to seek capital growth. The Portfolio invests primarily in
equity securities that the sub-adviser believes have above-average growth
prospects. Under normal market conditions, the Portfolio will invest at least
65% of its total assets in equity securities, including common stocks,
preferred stocks, and securities that are convertible into common or preferred
stocks, such as warrants and convertible bonds. The sub-adviser for this
Portfolio is Strong Capital Management, Inc.

VOTING RIGHTS

In accordance with its view of present applicable law, the Company will vote
the shares of the Trust held in the Separate Account at special meetings of
the shareholders in accordance with instructions received from persons having
the voting interest in the Separate Account. The Company will vote shares for
which it has not received instructions, as well as shares attributable to it,
in the same proportion as it votes shares for which it has received
instructions. The Trust does not hold regular meetings of shareholders.

The number of shares which a person has a right to vote will be determined as
of a date to be chosen by the Company not more than sixty (60) days prior to a
shareholder meeting of the Trust. Voting instructions will be solicited by
written communication at least ten (10) days prior to the meeting.

SUBSTITUTION OF SECURITIES

If the shares of an Eligible Fund (or any Portfolio within an Eligible Fund or
any other Eligible Fund or Portfolio), are no longer available for investment
by the Separate Account or, if in the judgment of the Company's Board of
Directors, further investment in the shares should become inappropriate in
view of the purpose of the Contracts, the Company may limit further purchase
of such shares or may substitute shares of another Eligible Fund or Portfolio
for shares already purchased under the Contracts. No substitution of
securities may take place without prior approval of the Securities and
Exchange Commission and under the requirements it may impose.

CHARGES AND DEDUCTIONS

Various charges and deductions are made from the Contract Value, the Separate
Account and the Fixed Account. These charges and deductions are:

DEDUCTION FOR CONTINGENT DEFERRED SALES CHARGE (SALES LOAD)

The Contracts do not provide for a front-end sales charge. However, if all or
a portion of the unliquidated Contributions are withdrawn within the first
seven Contract Years, a Contingent Deferred Sales Charge (sales load) will be
assessed. This charge reimburses the Company for expenses incurred in
connection with the promotion, sale and distribution of the Contracts. The
Contingent Deferred Sales Charge is based upon the Contract Year in which the
withdrawal is made and is applied only to a withdrawal of Contribution. The
Contingent Deferred Sales Charge is as follows:

<TABLE>

Charge as a percentage
of unliquidated
Contract Year Contribution withdrawn
- --------------- -----------------------
<S> <C>

1 year 7%
2 years 7%
3 years 6%
4 years 5%
5 years 4%
6 years 3%
7 years 2%
8 years or more 0%
</TABLE>

The Owner may make a partial withdrawal once each Contract Year on a
non-cumulative basis without the imposition of the Contingent Deferred Sales
Charge ("Free Withdrawal"). The Free Withdrawal amount may be up to 10% of
unliquidated Contributions. Unliquidated means not previously surrendered or
withdrawn. For purposes of calculating the Free Withdrawal amount and the
Contingent Deferred Sales Charge, amounts withdrawn as a Free Withdrawal are
not considered a liquidation of contributions. If the Systematic Withdrawal
Option is selected, the once a Contract Year limitation is waived if there
have been no other Free Withdrawals during the current Contract Year.
Systematic Withdrawals can be made monthly, quarterly, semi-annually or
annually. See the "Appendix" for examples of how the Free Withdrawal amount
and the Contingent Deferred Sales Charge are calculated. The value of the
Exchange Credits from the Exchange Program is not available as a Free
Withdrawal (see "Contributions and Contract Value - Exchange Program").
Withdrawals of income may be subject to a ten percent federal income tax
penalty if the Owner is not 59 1/2 at the time of the withdrawal.

CONVALESCENT CARE FACILITY/TERMINAL ILLNESS BENEFIT

In addition, in certain states, if an Owner has been confined in a
Convalescent Care Facility for any continuous ninety day period or if the
Owner is first diagnosed as having a terminal illness and it is at least 90
days after the Issue Date, an Owner may make a one time withdrawal, free of
the Contingent Deferred Sales Charge, which is equal to:

OPTION A:

The lesser of (1) or (2) may be withdrawn:

1. the excess, if any, of (a) 50% of the Contract Value, over (b) the
sum of any partial withdrawals taken during the Contract Year for which
Contingent Deferred Sales Charges were not assessed.

2. the excess, if any, of $50,000 over the sum of any partial
withdrawals taken during the Contract Year for which Contingent Deferred Sales
Charges were not assessed.

The Option A benefit is not applicable if the amount of unliquidated
Contributions is at or above $500,000.

OPTION B:

The lesser of (1) or (2) may be applied to a 3 years, or longer, period
certain annuity option:

1. the excess, if any, of the Contract Value over the sum of any partial
withdrawals taken during the Contract year for which Contingent Deferred Sales
Charges were not assessed.

2. the excess, if any, of $100,000 over the sum of any partial
withdrawals taken during the Contract Year for which Contingent Deferred Sales
Charges were not assessed.

The Option B benefit is not applicable if the amount of unliquidated
Contributions is at or above $1,000,000.

REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE

The amount of the Contingent Deferred Sales Charge may be reduced or
eliminated when sales of the Contracts are made to individuals or to a group
of individuals in a manner that results in savings of sales expenses. The
entitlement to a reduction of the Contingent Deferred Sales Charge will be
determined by the Company after examination of all the relevant factors such
as:

1. The size and type of group to which sales are to be made will be
considered. Generally, the sales expenses for a larger group are less than
for a smaller group because of the ability to implement large numbers of
Contracts with fewer sales contacts.

2. The total amount of Contributions to be received will be considered.
Per Contract sales expenses are likely to be less on larger Contributions than
on smaller ones.

3. Any prior or existing relationship with the Company will be
considered. Per Contract sales expenses are likely to be less when there is a
prior existing relationship because of the likelihood of implementing the
Contract with fewer sales contacts.

4. There may be other circumstances, of which the Company is not
presently aware, which could result in reduced sales expenses.

If, after consideration of the foregoing factors, the Company determines that
there will be reduction in sales expenses, the Company may provide for a
reduction or elimination of the Contingent Deferred Sales Charge.

The Contingent Deferred Sales Charge may be eliminated when the Contracts are
issued to an officer, director or employee of the Company or any of its
affiliates. In no event will reductions or elimination of the Contingent
Deferred Sales Charge be permitted where reductions or elimination will be
unfairly discriminatory to any person.

DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE

Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
from the Separate Account which is equal, on an annual basis, to 1.25%
(consisting of approximately .25% for mortality risks and approximately 1.00%
for expense risks) of the average daily net asset value of each Sub-Account of
the Separate Account. The mortality risks assumed by the Company arise from
its contractual obligation to make Annuity Payments after the Annuity Date
(determined in accordance with the Annuity Option chosen by the Owner)
regardless of how long all Annuitants live. This assures that neither an
Annuitant's own longevity, nor an improvement in life expectancy greater than
that anticipated in the mortality tables, will have any adverse effect on the
Annuity Payments the Annuitant will receive under the Contract. Further, the
Company bears a mortality risk in that it guarantees the annuity purchase
rates for the Annuity Options under the Contract whether for a Fixed Annuity
or a Variable Annuity. Also, the Company bears a mortality risk with respect
to the death benefit and with respect to the waiver of the Contingent Deferred
Sales Charge if Contributions have been held in the Contract less than eight
(8) years. The expense risk assumed by the Company is that all actual
expenses involved in administering the Contracts, including Contract
maintenance costs, administrative costs, mailing costs, data processing costs,
legal fees, accounting fees, filing fees and the costs of other services may
exceed the amount recovered from the Contract Maintenance Charge and the
Administrative Charge.

If the Mortality and Expense Risk Charge is insufficient to cover the actual
costs, the loss will be borne by the Company. Conversely, if the amount
deducted proves more than sufficient, the excess will be a profit to the
Company. The Company expects a profit from this charge.

The Mortality and Expense Risk Charge is guaranteed by the Company and cannot
be increased.

To the extent that the Contingent Deferred Sales Charge is insufficient to
cover the actual costs of distribution, the Company may use any of its
corporate assets, including potential profit which may arise from the
Mortality and Expense Risk Charge, to provide for any difference.

DEDUCTION FOR ADMINISTRATIVE CHARGE

Each Valuation Period, the Company deducts an Administrative Charge from the
Separate Account which is equal, on an annual basis, to .15% of the average
daily net asset value of each Sub-Account of the Separate Account. This
charge, together with the Contract Maintenance Charge (see below), is to
reimburse the Company for the expenses it incurs in the establishment and
maintenance of the Contracts and the Separate Account. These expenses
include, but are not limited to: preparation of the Contracts, confirmations,
annual reports and statements, maintenance of Owner records, maintenance of
Separate Account records, administrative personnel costs, mailing costs, data
processing costs, legal fees, accounting fees, filing fees, the costs of other
services necessary for Owner servicing and all accounting, valuation,
regulatory and reporting requirements. Since this charge is an asset-based
charge, the amount of the charge attributable to a particular Contract may
have no relationship to the administrative costs actually incurred by that
Contract. The Company does not intend to profit from this charge. This
charge will be reduced to the extent that the amount of this charge is in
excess of that necessary to reimburse the Company for its administrative
expenses. Should this charge prove to be insufficient, the Company will not
increase this charge and will incur the loss.

DEDUCTION FOR DISTRIBUTION CHARGE

Each Valuation Period, the Company deducts a Distribution Charge from the
Separate Account which is equal, on an annual basis, to .10% of the average
daily net asset value of each Sub-Account of the Separate Account. This
charge compensates the Company for the costs associated with the distribution
of the Contracts. The Company does not intend to profit from this charge.
This charge will be reduced to the extent that amount of this charge is in
excess of that necessary to reimburse the Company for its costs of
distribution. Should this charge prove to be insufficient, the Company will
not increase this charge and will incur the loss. The staff of the Securities
and Exchange Commission deems the Distribution Charge to constitute a deferred
sales charge.

DEDUCTION FOR CONTRACT MAINTENANCE CHARGE

On each Contract Anniversary, the Company deducts a Contract Maintenance
Charge from the Contract Value by subtracting values from the Fixed Account
and/or by cancelling Accumulation Units from each applicable Sub-Account to
reimburse it for expenses relating to maintenance of the Contracts. The
Contract Maintenance Charge is $36.00 each Contract Year. However, during the
Accumulation Period, if the Contract Value in the Separate Account and the
Fixed Account on the Contract Anniversary is at least $50,000, then no
Contract Maintenance Charge is deducted. If a total withdrawal is made on
other than a Contract Anniversary and the Contract Value for the Valuation
Period during which the total withdrawal is made is less than $50,000, the
full Contract Maintenance Charge will be deducted at the time of the total
withdrawal. During the Annuity Period, the Contract Maintenance Charge will
be deducted from Annuity Payments regardless of Contract size and will result
in a reduction of each Annuity Payment. The Contract Maintenance Charge will
be deducted from the Fixed Account and the Sub-Accounts in the Separate
Account in the same proportion that the amount of Contract Value in the Fixed
Account and each Sub-Account bears to the total Contract Value. The Company
has set this charge at a level so that, when considered in conjunction with
the Administrative Charge (see above), it will not make a profit from the
charges assessed for administration.

DEDUCTION FOR TRANSFER FEE

An Owner may transfer all or part of the Owner's interest in a Sub-Account or
the Fixed Account (subject to Fixed Account provisions) without the imposition
of any fee or charge if there have been no more than 12 transfers made in a
Contract Year. A transfer made at the end of the Right to Examine Contract
period from the Salomon Money Market Sub-Account will not count in determining
the application of the Transfer Fee. If more than twelve transfers have been
made in a Contract Year, the Company will deduct a Transfer Fee which is equal
to the lesser of $20 or 2% of the amount transferred. If the Owner is
participating in an approved Dollar Cost Averaging program, such transfers
currently are not counted toward the number of transfers for the year and are
not taken into account in determining any Transfer Fee.

DEDUCTION FOR PREMIUM AND OTHER TAXES

Any taxes, including any Premium Taxes, paid to any governmental entity
relating to the Contract may be deducted from the Contributions or Contract
Value when incurred. The Company will, in its sole discretion, determine when
taxes have resulted from: the investment experience of the Separate Account;
receipt by the Company of the Contributions; or commencement of Annuity
Payments. The Company may, at its sole discretion, pay taxes when due and
deduct that amount from the Contract Value at a later date. Payment at an
earlier date does not waive any right the Company may have to deduct amounts
at a later date. The Company's current practice is to pay any Premium Taxes
when incurred and deduct the tax upon full or partial withdrawals, payment of
a death benefit or purchase of an annuity under the Contract. The Company
reserves the right to discontinue the deferral of Premium Taxes. Premium
taxes generally range from 0% to 4%.

While the Company is not currently maintaining a provision for federal income
taxes with respect to the Separate Account, the Company has reserved the right
to establish a provision for income taxes if it determines, in its sole
discretion, that it will incur a tax as a result of the operation of the
Separate Account. The Company will deduct for any income taxes incurred by it
as a result of the operation of the Separate Account whether or not there was
a provision for taxes and whether or not it was sufficient.

The Company will deduct any withholding taxes required by applicable law.

DEDUCTION FOR EXPENSES OF THE TRUST

There are other deductions from and expenses (including management fees paid
to the Adviser and other expenses) paid out of the assets of the Trust which
are described in the Prospectuses for the Portfolios of the Trust.

THE CONTRACTS

OWNER

The Owner has all interest and rights to amounts held in his or her Contract.
The Owner is the person designated as such on the Issue Date, unless changed.

The Owner may change owners of the Contract at any time prior to the Annuity
Date by Written Request. A change of Owner will automatically revoke any
prior designation of Owner. The change will become effective as of the date
the Written Request is signed. A new designation of Owner will not apply to
any payment made or action taken by the Company prior to the time it was
received.

For Non-Qualified Contracts, in accordance with Code Section 72(u), a deferred
annuity contract held by a corporation or other entity that is not a natural
person is not treated as an annuity contract for tax purposes. Income on the
contract is treated as ordinary income received by the owner during the
taxable year. However, for purposes of Code Section 72(u), an annuity
contract held by a trust or other entity as agent for a natural person is
considered held by a natural person and treated as an annuity contract for tax
purposes. Tax advice should be sought prior to purchasing a Contract which is
to be owned by a trust or other non-natural person.

JOINT OWNERS

The Contract can be owned by Joint Owners. If Joint Owners are named, any
Joint Owner must be the spouse of the other Owner. Upon the death of either
Owner, the surviving Joint Owner will be the Primary Beneficiary. Any other
Beneficiary designation will be treated as a Contingent Beneficiary unless
otherwise indicated in a Written Request. Unless otherwise specified in the
application for the Contract, if there are Joint Owners both signatures will
be required for all Owner transactions except telephone transfers. If the
telephone transfer option is elected and there are Joint Owners, either Joint
Owner can give telephone instructions.

ANNUITANT

The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by the Owner at the Issue Date, unless
changed prior to the Annuity Date. The Annuitant may not be changed in a
Contract which is owned by a non-natural person. Any change of Annuitant is
subject to the Company's underwriting rules then in effect.

ASSIGNMENT

A Written Request specifying the terms of an assignment of the Contract must
be provided to the Annuity Service Center. Until the Written Request is
received, the Company will not be required to take notice of or be responsible
for any transfer of interest in the Contract by assignment, agreement, or
otherwise.

The Company will not be responsible for the validity or tax consequences of
any assignment. Any assignment made after the death benefit has become payable
will be valid only with the Company's consent.

If the Contract is assigned, the Owner's rights may only be exercised with the
consent of the assignee of record.

If the Contract is issued pursuant to a retirement plan which receives
favorable tax treatment under the provisions of Section 408 of the Code, it
may not be assigned, pledged or otherwise transferred except as may be
allowed under applicable law.

CONTRIBUTIONS AND CONTRACT VALUE

CONTRIBUTIONS

The initial Contribution is due on the Issue Date. The minimum initial
Contribution is $10,000 (except for Individual Retirement Annuities, the
minimum initial Contribution is $1,000). The minimum subsequent Contribution
is $1,000, or if the periodic investment plan option is elected $100. The
maximum total Contributions the Company will accept without Company approval
is $1,000,000, except for issue Ages greater than 75 years old for which the
maximum total Contributions are $500,000. The Company reserves the right to
reject any Contribution or Contract.

ALLOCATION OF CONTRIBUTIONS

Contributions are allocated to the Fixed Account and/or to one or more
Sub-Accounts of the Separate Account in accordance with the selections made by
the Owner. The allocation of the initial Contribution is made in accordance
with the selection made by the Owner at the Issue Date. Unless otherwise
changed by the Owner, subsequent Contributions are allocated in the same
manner as the initial Contribution. Allocation of the Contribution is subject
to the terms and conditions imposed by the Company. There are currently no
limitations on the number of Sub-Accounts that can be selected by an Owner.
Allocations must be in whole percentages with a minimum allocation of 10% of
each Contribution or transfer, unless the Contribution is being made pursuant
to an approved Dollar Cost Averaging program. Under certain circumstances,
the Company will allocate initial Contributions to the Salomon Money Market
Sub-Account until the expiration of the Right to Examine Contract period (see
"Highlights").

For initial Contributions, if the forms required to issue a Contract are in
good order, the Company will apply the Contribution to the Separate Account
and credit the Contract with Accumulation Units and/or to the Fixed Account
and credit the Contract with dollars within two business days of receipt.

In addition to the underwriting requirements of the Company, good order means
that the Company has received federal funds (monies credited to a bank's
account with its regional Federal Reserve Bank). If the forms required to
issue a Contract are not in good order, the Company will attempt to get them
in good order or the Company will return the forms and the Contribution within
five business days. The Company will not retain the Contribution for more
than five business days while processing incomplete forms unless it has been
so authorized by the purchaser. For subsequent Contributions, the Company will
apply Contributions to the Separate Account and credit the Contract with
Accumulation Units and/or to the Fixed Account and credit the Contract with
dollars as of the end of the Valuation Period during which the Contribution
was received in good order.

DOLLAR COST AVERAGING

Dollar Cost Averaging is a program which, if elected, permits an Owner to
systematically transfer amounts on a monthly, quarterly, semi-annual or annual
basis from the Salomon Money Market Sub-Account, the Salomon U.S. Quality Bond
Portfolio or the Fixed Account to one or more Sub-Accounts. Dollar Cost
Averaging may be elected if the Owner's Contract Value is at least $20,000 as
of the Valuation Date Dollar Cost Averaging is elected. By allocating amounts
on a regularly scheduled basis as opposed to allocating the total amount at
one particular time, an Owner may be less susceptible to the impact of market
fluctuations. The minimum amount which may be transferred is $500 per
transfer. The amount must be a fixed dollar amount. Transfers to the Fixed
Account are not permitted. The Company reserves the right, at any time and
without prior notice to any party, to terminate, suspend or modify its Dollar
Cost Averaging program.

If selected, Dollar Cost Averaging must be for at least 12 months. There is
no current charge for Dollar Cost Averaging. However, the Company reserves
the right to charge for Dollar Cost Averaging in the future. The standard
date of the month for transfers is the date the Owner's request for enrollment
in the program is received and processed by the Company and subsequent
monthly, quarterly, semi-annual or annual anniversaries of that date. The
Owner may specify a different future date. Transfers made pursuant to the
Dollar Cost Averaging program are not taken into account in determining any
Transfer Fee.

CONTRACT VALUE

The Contract Value for any Valuation Period is the sum of the Contract Value
in each of the Sub-Accounts of the Separate Account and the Contract Value in
the Fixed Account.

The Contract Value in a Sub-Account of the Separate Account is determined by
multiplying the number of Accumulation Units allocated to the Sub-Account by
the Accumulation Unit value.

EXCHANGE PROGRAM

The Company reserves the right to offer an exchange program (the "Exchange
Program") which is available only to purchasers who exchange an existing
contract issued by another insurance company not affiliated with the Company
(an "Exchange Contract") for a Contract offered by this Prospectus. As of the
date of this Prospectus, the Company is making such a program available.
However, the Company reserves the right to modify, suspend, or terminate the
Exchange Programs at any time or from time to time without notice. If such an
Exchange Program is in effect, it will apply to all such exchanges for a
Contract.

The Exchange Program is available only where permitted by law to owners of
insurance or annuity contracts. A currently owned annuity or life insurance
policy (either fixed or variable) may be exchanged for a Contract pursuant to
Section 1035 of the Code, or where applicable, may qualify for a "rollover" or
transfer to a Contract pursuant to other sections of the Code. Purchasers
should carefully evaluate whether the Exchange Program offers benefits which
are more favorable than if the Owner continued to hold the Exchange Contract.
Factors to consider include, but are not limited to: (a) the amount, if any,
of the surrender charges under the Exchange Contract, which can be ascertained
from the insurance company which issued the contract; (b) the time remaining
under the Exchange Contract during which surrender charges apply; (c) the
on-going charges, if any, under the Exchange Contract versus the on-going
charges under the Contract; (d) the Contingent Deferred Sales Charge under the
Contract; (e) the amount and timing of any benefits under such an Exchange
Program; and (f) the potentially greater cost to the Owner if the Contingent
Deferred Sales Charge on the Contract or the surrender charge on the Exchange
Contract exceeds the benefits under such an Exchange Program. While the
Company knows of no adverse federal income tax consequences, Owners should
consult with their own tax advisor as to the tax consequences of such an
exchange.

Under the currently available Exchange Program, the Company adds certain
amounts to the Contract Value as exchange credits ("Exchange Credits"). Such
Exchange Credits are credited by the Company on behalf of Owners of Exchange
Contracts with funds from the Company's General Account. Subject to a
specified limit (the "Exchange Credit Limit") discussed below, the Exchange
Credits equal the surrender charge paid, if any, to the other insurance
company. The Exchange Program is subject to the following rules:

(1) The Company does not add Exchange Credits unless it receives in
writing, not later than 30 days after the issue of the Contract, evidence
satisfactory to the Company:

(a) of the surrender charge, if any, paid by the Owner to surrender
the Exchange Contract and the amount of any such charge; and

(b) that the Owner acknowledges that he or she is aware that the
Contingent Deferred Sales Charge under the Contract will be assessed in full
against any subsequent surrender or partial withdrawal to the extent then
applicable.

(2) The Company allocates the Exchange Credits to the Contract Value 30
days after a Contract is issued (40 days after a Contract is issued in
California if the purchaser is 60 years of age or older). The ratio of the
Exchange Credits to be added to the Fixed Account is the ratio between such
Fixed Account and the Contribution on the date the Contract is issued. The
Exchange Credits, if any, to be allocated to the Separate Account are
pro-rated among the Sub-Accounts based on the ratio of the Contract Values in
the Sub-Accounts 30 days after the Contract is issued (40 days after a
Contract is issued in California if the purchaser is 60 years of age or
older). The allocations are made as follows:

(a) for Fixed Account allocations: once any applicable Exchange
Credits are allocated, interest is credited as if the Exchange Credits had
been allocated as of the Issue Date.

(b) for allocations to any Sub-Accounts: the Company adds
Accumulation Units at the Accumulation Unit Value for the designated
Sub-Accounts as of the Valuation Period of such addition.

(3) The value of the Exchange Credits as of the date of the allocation
to the Sub-Accounts equals the lesser of the Exchange Credit Limit or the
surrender charge paid to surrender the Exchange Contract. The Exchange Credit
Limit currently is 5% of the net amount payable upon surrender of the Exchange
Contract. It is not based on any other Contribution. The Company reserves
the right at any time and from time to time to increase or decrease the
Exchange Credit Limit. However, the Exchange Credit Limit in effect at any
time will apply to all purchases qualifying for the Exchange Program.

(4) The value of the Exchange Credits is not available as a Free
Withdrawal (see "Charges and Deductions - Deduction for Contingent Deferred
Sales Charge").

(5) The Company does not consider additional amounts credited to the
Contract Value under the Exchange Program to be an increase in the Owner's
investment in the Contract.

ACCUMULATION UNITS

Accumulation Units will be used to account for all amounts allocated to or
withdrawn from the Sub-Accounts of the Separate Account as a result of
Contributions, withdrawals, transfers, or fees and charges. The Company will
determine the number of Accumulation Units of a Sub-Account purchased or
cancelled. This will be done by dividing the amount allocated to (or the
amount withdrawn from) the Sub-Account by the dollar value of one Accumulation
Unit of the Sub-Account as of the end of the Valuation Period during which the
request for the transaction is received at the Annuity Service Center.

ACCUMULATION UNIT VALUE

The Accumulation Unit Value for each Sub-Account was arbitrarily set initially
at $10. The Accumulation Unit Value for each Sub-Account for any later
Valuation Period is determined by subtracting (2) from (1) and dividing the
result by (3) where:

1. is the result of:

a. the assets of the Sub-Account attributable to Accumulation Units;
plus or minus

b. the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation
of the Sub-Account.

2. is the cumulative unpaid charge for the Mortality and Expense Risk
Charge, for the Administrative Charge and for the Distribution Charge.

3. is the number of Accumulation Units outstanding at the end of
theValuation Period.

The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.

TRANSFERS

TRANSFERS DURING THE ACCUMULATION PERIOD

Subject to any limitation imposed by the Company on the number of transfers
(currently, unlimited) that can be made during the Accumulation Period, the
Owner may transfer all or part of the Contract Value in a Sub-Account or the
Fixed Account by Written Request without the imposition of any fee or charge
if there have been no more than the number of free transfers (currently,
twelve). All transfers are subject to the following:

1. If more than the number of free transfers have been made in a
Contract Year, the Company will deduct a Transfer Fee for each subsequent
transfer permitted. The Transfer Fee is the lesser of $20 or 2% of the amount
transferred. The Transfer Fee will be deducted from the Contract Value in the
Fixed Account or the Sub-Account from which the transfer is made. However, if
the Owner's entire Contract Value in the Fixed Account or a Sub-Account is
being transferred, the Transfer Fee will be deducted from the amount which is
transferred. If the Contract Value is being transferred from more than one
Sub-Account or a Sub-Account and the Fixed Account, any Transfer Fee will be
allocated to the Fixed Account and to those Sub-Accounts on a pro-rata basis
in proportion to the amount transferred from each.

2. The minimum amount which can be transferred is $500 (from (i) one or
multiple Sub-Accounts or (ii) the Fixed Account if during the Accumulation
Period) or the Owner's entire interest in the Sub-Account or the Fixed
Account, if less. The minimum amount which must remain in a Sub-Account after
a transfer is $500 per Sub-Account, or $0 if the entire amount in the
Sub-Account is transferred. Transfers made pursuant to an approved Dollar
Cost Averaging program will not be subject to this limitation. The minimum
amount which must remain in the Fixed Account after a transfer is $500, or $0
if the entire amount in any Guarantee Period is transferred. Transfers made
from any Guarantee Period pursuant to an approved Dollar Cost Averaging
Program will not be subject to these limits.

3. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege described
above.

Owners can elect to make transfers by telephone. To do so Owners must complete
a Written Request. The Company will use reasonable procedures to confirm that
instructions communicated by telephone are genuine. If it does not, the
Company may be liable for any losses due to unauthorized or fraudulent
instructions. The Company may tape record all telephone instructions. The
Company will not be liable for any loss, liability, cost or expense incurred
by the Owner for acting in accordance with such telephone instructions
believed to be genuine. The telephone transfer privilege may be discontinued
at any time by the Company.

If there are Joint Owners, unless the Company is informed to the contrary,
telephone instructions will be accepted from either of the Joint Owners.

Neither the Separate Account nor the Trust are designed for professional
market timing organizations or other entities using programmed and frequent
transfers. A pattern of exchanges that coincides with a "market timing"
strategy may be disruptive to a Portfolio. The Company reserves the right to
restrict the transfer privilege or reject any specific Contribution allocation
request for any person whose transactions seem to follow a timing pattern.

TRANSFERS DURING THE ANNUITY PERIOD

During the Annuity Period, the Owner may make transfers, by Written Request,
as follows:

1. The Owner may make transfers of Contract Values between Sub-Accounts,
subject to any limitations imposed by the Company on the number of transfers
that can be made during the Annuity Period (currently, unlimited). If more
than the number of free transfers have been made in a Contract Year, the
Company will deduct a Transfer Fee for each subsequent transfer permitted.
The Transfer Fee will be deducted from the amount which is transferred. The
Transfer Fee is the lesser of $20 or 2% of the amount transferred.

2. The Owner may not make a transfer from the Separate Account to the
Fixed Account. The Owner may not make a transfer from the Fixed Account to
the Separate Account.

3. Transfers between Sub-Accounts will be made by converting the number
of Annuity Units being transferred to the number of Annuity Units of the
Sub-Account to which the transfer is made, so that the next Annuity Payment if
it were made at that time would be the same amount that it would have been
without the transfer. Thereafter, Annuity Payments will reflect changes in
the value of the new Annuity Units.

4. The minimum amount which can be transferred is $500 (from one or
multiple Sub-Accounts) or the Owner's entire interest in the Sub-Account, if
less. The minimum amount which must remain in a Sub-Account after a transfer
is $500 per Sub-Account, or $0 if the entire amount in the Sub-Account is
transferred.

5. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege described
above.

If there are Joint Owners, unless the Company is informed to the contrary,
telephone instructions will be accepted from either of the Joint Owners.

WITHDRAWALS

During the Accumulation Period, the Owner may, upon a Written Request, make a
total or partial withdrawal of the Contract Withdrawal Value.

Unless the Owner instructs the Company otherwise, a partial withdrawal will
be made from the Separate Account. A partial withdrawal will result in the
cancellation of Accumulation Units from each applicable Sub-Account in the
ratio that the Owner's interest in the Sub-Account bears to the total Contract
Value allocated to the Separate Account. The Owner must specify by Written
Request in advance which Sub-Account Accumulation Units are to be cancelled if
other than the above method is desired.

A partial withdrawal is taken first from the Contract Withdrawal Value for
which the Free Withdrawal provision applies and then from the Contract
Withdrawal Value for which the Contigent Deferred Sales Charge applies. A
partial withdrawal from the Fixed Account is made for a Contract with multiple
Contributions during the Guarantee Period by a withdrawal from the
Contribution with the most recent Effective Date.

The Company will pay the amount of any withdrawal from the Separate Account
within seven (7) days of receipt of a request in good order unless the
Suspension or Deferral of Payments provision is in effect.

Each partial withdrawal must be for at least $500. The minimum Contract Value
which must remain in the Contract after a partial withdrawal is the greater of
(i) $2,000; or (ii) 150% of the applicable Contingent Deferred Sales Charge.
The minimum Contract Value which must remain in a Sub-Account after a partial
withdrawal is $500. The minimum Contract Value which must remain in the Fixed
Account after a partial withdrawal is $500.

SYSTEMATIC WITHDRAWAL OPTION

The Company permits a systematic withdrawal option which enables an Owner to
pre-authorize a periodic exercise of the contractual withdrawal rights
described above. The Systematic Withdrawal Option is available if the Owner's
Contract Value is at least $20,000 as of the Valuation Date this option is
requested. The Owner or the Company may terminate systematic withdrawals upon
30 days' prior written notice. There is currently no charge for systematic
withdrawals. However, the Company reserves the right to charge for systematic
withdrawals in the future. The total permitted systematic withdrawal in a
Contract Year is limited to not more than 10% of the unliquidated
Contributions as of the immediately preceding Contract Anniversary or, if
during the first Contract Year, the Issue Date. The Systematic Withdrawal
Option can be exercised at any time, including during the first Contract Year.
The exercise of the Systematic Withdrawal Option in any Contract Year replaces
the Free Withdrawal amount which is allowable once per Contract Year without
incurring a Contingent Deferred Sales Charge.

Systematic withdrawal is available for Qualified and Non-Qualified Contracts.
Certain tax penalties and restrictions may apply to systematic withdrawals
from the Contracts. (See "Tax Status - Tax Treatment of Withdrawals -
Qualified Contracts" and "Tax Status - Tax Treatment of Withdrawals -
Non-Qualified Contracts.") Owners entering into such a program instruct the
Company to withdraw an amount specified as a percentage of the Contribution,
or a percentage of Contract Value, or in dollars on a monthly, quarterly or
semi-annual basis. The minimum withdrawal amount is $100 per payment. The
standard date of the month for withdrawals is the date the Owner's request for
enrollment in the program is received and processed by the Company, and
subsequent monthly (or the payment schedule selected) anniversaries of that
date. The Owner may specify a different future date.

SUSPENSION OR DEFERRAL OF PAYMENTS

The Company reserves the right to suspend or postpone payments from the
Separate Account for a withdrawal or transfer for any period when:

1. The New York Stock Exchange is closed (other than customary weekend
and holiday closings);

2. Trading on the New York Stock Exchange is restricted;

3. An emergency exists as a result of which disposal of securities held
in the Separate Account is not reasonably practicable or it is not reasonably
practicable to determine the value of the Separate Account's net assets; or

4. During any other period when the Securities and Exchange Commission,
by order, so permits for the protection of Owners; provided that applicable
rules and regulations of the Securities and Exchange Commission will govern as
to whether the conditions described in (2) and (3) exist.

The Company further reserves the right to postpone payment for a withdrawal or
transfer from the Fixed Account for a period of up to six months.

PROCEEDS PAYABLE ON DEATH

DEATH OF OWNER DURING THE ACCUMULATION PERIOD

Upon the death of the Owner or any Joint Owner prior to the Annuity Date, the
death benefit will be paid to the Beneficiary(ies) designated by the Owner.
Upon the death of a Joint Owner, the surviving Joint Owner, if any, will be
treated as the primary Beneficiary. Any other Beneficiary designation on
record at the time of death will be treated as a contingent Beneficiary.

A Beneficiary may request that the death benefit be paid under one of the
Death Benefit Options described below. If the Beneficiary is the spouse of
the Owner he or she may elect to continue the Contract at the then current
Contract Value in his or her own name and exercise all the Owner's rights
under the Contract.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD

Prior to the Owner, or the oldest Joint Owner, attaining Age 75, the death
benefit during the Accumulation Period will be the greater of:

1. The Adjusted Contributions; or

2. The Contract Value determined as of the end of the Valuation Period
during which the Company receives at its Annuity Service Center both due proof
of death and an election of the payment method; or

3. The Contract Value on the most recent seven year Contract Anniversary
or the Adjusted Contributions as of the most recent seven year Contract
Anniversary, whichever is greater. This amount is increased for subsequent
Contributions and reduced for subsequent partial withdrawals in the same
proportion that the Contract Value was reduced on the date of the withdrawal.

After the Owner, or the oldest Joint Owner, attains Age 75 but before
attaining Age 85, the death benefit during the Accumulation Period will be
determined in accordance with the above and will be subject to any applicable
Contingent Deferred Sales Charge determined at the time the death benefit is
paid.

After the Owner, or the oldest Joint Owner, attains Age 85, the death benefit
during the Accumulation Period will be the Contract Value determined as of the
end of the Valuation Period during which the Company receives both due proof
of death an election for the payment method, less any applicable Contingent
Deferred Sales Charge determined at the time the death benefit is paid.

Adjusted Contributions are equal to the initial Contribution increased for
subsequent Contributions and reduced for subsequent partial withdrawals in the
same proportion that the Contract Value was reduced on the date of the
withdrawal.

In certain states, the death benefit during the Accumulation Period
will be the Contract Value determined as of the end of the Valuation Period
during which the Company receives both due proof of death and an
election for the payment method less any applicable Contingent Deferred Sales
Charge determined at the time the death benefit is paid.

Owners should refer to their Contract for the applicable Death Benefit
provision.

See the "Appendix" for examples of how the death benefit is calculated.

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD

A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Owner during the
Accumulation Period:

OPTION 1 - lump sum payment of the death benefit; or

OPTION 2 - the payment of the entire death benefit within 5 years of
the date of the death of the Owner; or

OPTION 3 - payment of the death benefit under an Annuity Option over
the lifetime of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary with distribution beginning within one year of
the date of death of the Owner or any Joint Owner.

Any portion of the death benefit not applied under Option 3 within one year of
the date of the Owner's death, must be distributed within five years of the
date of death.

A spousal Beneficiary may elect to continue the Contract in his or her own
name at the then current Contract Value, elect a lump sum payment of the death
benefit or apply the death benefit to an Annuity Option.

If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments provision is in effect.

Payment to the Beneficiary, other than in a lump sum, may only be elected
during the sixty-day period beginning with the date of receipt of proof of
death.

DEATH OF OWNER DURING THE ANNUITY PERIOD

If the Owner or a Joint Owner, who is not the Annuitant, dies during the
Annuity Period, any remaining payments under the Annuity Option elected will
continue at least as rapidly as under the method of distribution in effect at
such Owner's death. Upon the death of the Owner during the Annuity Period, the
Beneficiary becomes the Owner.

DEATH OF ANNUITANT

Upon the death of the Annuitant, who is not the Owner, during the Accumulation
Period, the Owner may designate a new Annuitant, subject to the Company's
underwriting rules then in effect. If no designation is made within 30 days
of the death of the Annuitant, the Owner will become the Annuitant. If the
Owner is a non-natural person, the death of the Annuitant will be treated as
the death of the Owner and a new Annuitant may not be designated.

Upon the death of the Annuitant during the Annuity Period, the death benefit,
if any, will be as specified in the Annuity Option elected. Death benefits
will be paid at least as rapidly as under the method of distribution in effect
at the Annuitant's death.

PAYMENT OF DEATH BENEFIT

The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:

1. a certified death certificate;

2. a certified decree of a court of competent jurisdiction as to the
finding of death; or

3. any other proof satisfactory to the Company.

All death benefits will be paid in accordance with applicable law or
regulations governing death benefit payments.

BENEFICIARY

The Beneficiary designation in effect on the Issue Date will remain in effect
until changed. The Beneficiary is entitled to receive the benefits to be paid
at the death of the Owner. Unless the Owner provides otherwise, the death
benefit will be paid in equal shares to the survivor(s) as follows:

1. to the Primary Beneficiary(ies) who survive the Owner's and/or the
Annuitant's death, as applicable; or if there are none

2. to the Contingent Beneficiary(ies) who survive the Owner's and/or the
Annuitant's death, as applicable; or if there are none

3. to the estate of the Owner.

CHANGE OF BENEFICIARY

Subject to the rights of any irrevocable Beneficiary(ies), the Owner may
change the Primary Beneficiary(ies) or Contingent Beneficiary(ies). Any change
must be made by Written Request. The change will take effect as of the date
the Written Request is signed. The Company will not be liable for any payment
made or action taken before it records the change.

ANNUITY PROVISIONS

GENERAL

On the Annuity Date, the Adjusted Contract Value will be applied under the
Annuity Option selected by the Owner. Annuity Payments may be made on a fixed
or variable basis or both.

ANNUITY DATE

The Annuity Date is selected by the Owner on the Issue Date. The Annuity Date
must be the first day of a calendar month and must be at least one month after
the Issue Date. The Annuity Date may not be later than when the Annuitant
reaches attained Age 85 or 10 years after the Issue Date for issue Ages after
Age 75.

Prior to the Annuity Date, the Owner, subject to the above, may change the
Annuity Date by Written Request. Any change must be requested at least seven
(7) days prior to the new Annuity Date.

SELECTION OR CHANGE OF AN ANNUITY OPTION

An Annuity Option is selected by the Owner at the time the Contract is issued.

Prior to the Annuity Date, the Owner can change the Annuity Option selected
by Written Request. Any change must be requested at least seven (7) days
prior to the Annuity Date.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS

Annuity Payments are paid in monthly installments. The Adjusted Contract
Value is applied to the Annuity Table for the Annuity Option selected. If the
Adjusted Contract Value to be applied under an Annuity Option is less than
$2,000, the Company reserves the right to make a lump sum payment in lieu of
Annuity Payments. If the Annuity Payment would be or become less than $200
where only a Fixed Annuity Payment or a Variable Annuity is selected, or if
the Annuity Payment would be or become less than $100 on each basis when a
combination of Fixed and Variable Annuities are selected, the Company will
reduce the frequency of payments to an interval which will result in each
payment being at least $200, or $100 on each basis if a combination of Fixed
and Variable Annuities is selected.

ANNUITY

If the Owner selects a Fixed Annuity, the Adjusted Contract Value is allocated
to the Fixed Account and the Annuity is paid as a Fixed Annuity. If the Owner
selects a Variable Annuity, the Adjusted Contract Value will be allocated to
the Sub-Accounts of the Separate Account in accordance with the selection made
by the Owner, and the Annuity will be paid as a Variable Annuity. The Owner
can also select a combination of a Fixed and Variable Annuity and the Adjusted
Contract Value will be allocated accordingly. Unless the Owner specifies
otherwise, the payee of the Annuity Payments shall be the Owner.

The Adjusted Contract Value will be applied to the applicable Annuity Table
contained in the Contract based upon the Annuity Option selected by the Owner.

FIXED ANNUITY

The Owner may elect to have the Adjusted Contract Value applied to provide a
Fixed Annuity. The dollar amount of each Fixed Annuity Payment will be
determined in accordance with Annuity Tables contained in the Contract which
are based on the minimum guaranteed interest rate of 3% per year. The dollar
amount of each Fixed Annuity Payment will be reduced by the applicable portion
of the Contract Maintenance Charge. After the initial Fixed Annuity Payment,
the payments will not change regardless of investment, mortality or expense
experience.

VARIABLE ANNUITY

ANNUITY OPTIONS

The following Annuity Options or any other Annuity Option acceptable to the
Company may be selected:

OPTION A. LIFE ANNUITY : Monthly Annuity Payments during the life of the
Annuitant.

OPTION B. LIFE ANNUITY WITH PERIOD CERTAIN OF 120 MONTHS: Monthly
Annuity Payments during the lifetime of the Annuitant and in any event for one
hundred twenty (120) months. If the Beneficiary does not desire payments to
continue for the remainder of the period certain, he or she may elect to have
the present value of the guaranteed annuity payments remaining commuted and
paid in a lump sum.

OPTION C. JOINT AND SURVIVOR ANNUITY : Monthly Annuity Payments payable
during the joint lifetime of the Annuitant and a Joint Annuitant and then
during the lifetime of the survivor at 66 2/3%.

OPTION D. PERIOD CERTAIN : Monthly payments will be made for a specified
period. The specified period must be at least ten (10) years and cannot be
more than thirty (30) years. If the Owner does not desire payments to
continue for the remainder of the selected period, he or she may elect to have
the present value of the remaining payments to be made from the Separate
Account commuted and paid in a lump sum or as an Annuity Option purchased at
the date of such election.

Annuity Options A, B, C and D are available on a Fixed Annuity basis, a
Variable Annuity basis or a combination of both. Election of a Fixed Annuity
or a Variable Annuity must be made no later than fifteen (15) days prior to
the Annuity Date. If no election is made as between a Fixed Annuity and a
Variable Annuity, the Variable Annuity will be the default option.

DISTRIBUTOR

London Pacific Financial and Insurance Services is the distributor of the
Contracts. London Pacific Financial and Insurance Services is registered as a
broker-dealer with the Securities and Exchange Commission and is a member of
the National Association of Securities Dealers, Inc. London Pacific Financial
and Insurance Services is an affiliate of the Company.

Commissions will be paid to broker-dealers who sell the Contracts.
Broker-dealers will be paid commissions, up to an amount currently equal to
6.25% of Contributions, for promotional or distribution expenses associated
with the marketing of the Contracts.

PERFORMANCE INFORMATION

SALOMON MONEY MARKET SUB-ACCOUNT

From time to time, the Salomon Money Market Sub-Account of the Separate
Account may advertise its "current yield" and "effective yield." Both yield
figures are based on historical earnings and are not intended to indicate
future performance. The "current yield" of the Salomon Money Market
Sub-Account refers to the income generated by Contract Values in the Salomon
Money Market Sub-Account over a seven-day period ending on the date of
calculation (which period will be stated in the advertisement). This income
is "annualized." That is, the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week period
and is shown as a percentage of the Contract Value in the Salomon Money Market
Sub-Account. The "effective yield" is calculated similarly. However, when
annualized, the income earned by Contract Value is assumed to be reinvested.
This results in the "effective yield" being slightly higher than the "current
yield" because of the compounding effect of the assumed reinvestment. The
yield figure will reflect the deduction of any asset-based charges and any
applicable Contract Maintenance Charge.

OTHER SUB-ACCOUNTS

From time to time, the Company may advertise performance data for the various
other Sub-Accounts under the Contract. Such data will show the percentage
change in the value of an Accumulation Unit based on the performance of an
investment medium over a period of time, usually a calendar year, determined
by dividing the increase (decrease) in value for that Unit by the Accumulation
Unit value at the beginning of the period. This percentage figure will
reflect the deduction of any asset-based charges and any applicable Contract
Maintenance Charges under the Contracts.

Any advertisement will also include total return figures calculated as
described in the Statement of Additional Information. The total return
figures reflect the deduction of any applicable Contract Maintenance Charge,
as well as any asset-based charges.

The Company has decided to make available yield information with respect to
some of the Sub-Accounts. Such yield information will be calculated as
described in the Statement of Additional Information. The yield information
will reflect the deduction of any applicable Contract Maintenance Charge as
well as any asset-based charges.

The Company may also show historical Accumulation Unit values in certain
advertisements containing illustrations. These illustrations will be based on
actual Accumulation Unit values.

In addition, the Company may distribute sales literature which compares the
percentage change in Accumulation Unit values for any of the Sub-Accounts
against established market indices such as the Standard & Poor's 500 Composite
Stock Price Index, the Dow Jones Industrial Average or other management
investment companies which have investment objectives similar to the
underlying Portfolio being compared. The Standard & Poor's 500 Composite
Stock Price Index is an unmanaged, unweighted average of 500 stocks, the
majority of which are listed on the New York Stock Exchange. The Dow Jones
Industrial Average is an unmanaged, weighted average of thirty blue chip
industrial corporations listed on the New York Stock Exchange. Both the
Standard & Poor's 500 Composite Stock Price Index and the Dow Jones Industrial
Average assume quarterly reinvestment of dividends.

In addition, the Company may, as appropriate, compare each Sub-Account's
performance to that of other types of investments such as certificates of
deposit, savings accounts and U.S. Treasuries, or to certain interest rate and
inflation indices, such as the Consumer Price Index, which is published by the
U.S. Department of Labor and measures the average change in prices over time
of a fixed "market basket" of certain specified goods and services. Similar
comparisons of Sub-Account performance may also be made with appropriate
indices measuring the performance of a defined group of securities widely
recognized by investors as representing a particular segment of the securities
markets. For example, Sub-Account performance may be compared with Donoghue
Money Market Institutional Averages (money market rates), Lehman Brothers
Corporate Bond Index (corporate bond interest rates) or Lehman Brothers
Government Bond Index (long-term U.S. Government obligation interest rates).

The Company may also distribute sales literature which compares the
performance of the Accumulation Unit values of the Contracts issued through
the Separate Account with the unit values of variable annuities issued through
the separate accounts of other insurance companies. Such information will be
derived from the Lipper Variable Insurance Products Performance Analysis
Service, the VARDS Report or from Morningstar.

The Lipper Variable Insurance Products Performance Analysis Service is
published by Lipper Analytical Services, Inc., a publisher of statistical
data which currently tracks the performance of almost 4,000 investment
companies. The rankings compiled by Lipper may or may not reflect the
deduction of asset-based insurance charges. The Company's sales literature
utilizing these rankings will indicate whether or not such charges have been
deducted. Where the charges have not been deducted, the sales literature will
indicate that if the charges had been deducted, the ranking might have been
lower.

The VARDS Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service of Georgia and published by Financial
Planning Resources, Inc. The VARDS rankings may or may not reflect the
deduction of asset-based insurance charges. Where the charges have not been
deducted, the sales literature will indicate that if the charges had been
deducted, the rankings might have been lower.

Morningstar rates a variable annuity Sub-Account against its peers with
similar investment objectives. Morningstar does not rate any Sub-Account that
has less than three years of performance data. The Morningstar rankings may
or may not reflect the deduction of charges. Where charges have not been
deducted, the sales literature will indicate that if the charges had been
deducted, the rankings might have been lower.

TAX STATUS

GENERAL

NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S UNDERSTANDING OF
CURRENT FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL. THE
COMPANY CANNOT PREDICT THE PROBABILITY THAT ANY CHANGES IN SUCH LAWS WILL BE
MADE. PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING THE
POSSIBILITY OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF
THE CONTRACTS. PURCHASERS BEAR THE COMPLETE RISK THAT THE CONTRACTS MAY NOT
BE TREATED AS "ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS. IT SHOULD BE
FURTHER UNDERSTOOD THAT THE FOLLOWING DISCUSSION IS NOT EXHAUSTIVE AND THAT
SPECIAL RULES NOT DESCRIBED IN THIS PROSPECTUS MAY BE APPLICABLE IN CERTAIN
SITUATIONS. MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE
STATE OR OTHER TAX LAWS.

Section 72 of the Code governs taxation of annuities in general. An owner is
not taxed on increases in the value of a Contract until distribution occurs,
either in the form of a lump sum payment or as annuity payments under the
Annuity Option selected. For a lump sum payment received as a total
withdrawal (total surrender), the recipient is taxed on the portion of the
payment that exceeds the cost basis of the Contract. For Non-Qualified
Contracts, this cost basis is generally the purchase payments, while for
Qualified Contracts there may be no cost basis. The taxable portion of the
lump sum payment is taxed at ordinary income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion
amount is includible in taxable income. The exclusion amount for payments
based on a Fixed Annuity Option is determined by multiplying the payment by
the ratio that the cost basis of the Contract (adjusted for any period certain
or refund feature) bears to the expected return under the Contract. The
exclusion amount for payments based on a Variable Annuity Option is determined
by dividing the cost basis of the Contract (adjusted for any period certain or
refund feature) by the number of years over which the annuity is expected to
be paid. Payments received after the investment in the Contract has been
recovered (i.e. when the total of the excludible amounts equal the investment
in the Contract) are fully taxable. The taxable portion is taxed at ordinary
income tax rates. For certain types of Qualified Plans there may be no cost
basis in the Contract within the meaning of Section 72 of the Code. Owners,
Annuitants and Beneficiaries under the Contracts should seek competent
financial advice about the tax consequences of any distributions.

The Company is taxed as a life insurance company under the Code. For federal
income tax purposes, the Separate Account is not a separate entity from the
Company and its operations form a part of the Company.

DIVERSIFICATION

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not, in
accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified. Disqualification
of the Contract as an annuity contract would result in imposition of federal
income tax to the Contract Owner with respect to earnings allocable to the
Contract prior to the receipt of payments under the Contract. The Code
contains a safe harbor provision which provides that annuity contracts such as
the Contracts meet the diversification requirements if, as of the end of each
quarter, the underlying assets meet the diversification standards for a
regulated investment company and no more than fifty-five percent (55%) of the
total assets consist of cash, cash items, U.S. Government securities and
securities of other regulated investment companies.

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

The Code provides that, for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable
contracts by Section 817(h) of the Code have been met, "each United States
government agency or instrumentality shall be treated as a separate issuer."

The Company intends that all Portfolios of the Trust will be managed by the
Adviser and Sub-Advisers for the Trust in such a manner as to comply with
these diversification requirements.

The Treasury Department has indicated that the diversification Regulations do
not provide guidance regarding the circumstances in which Owner control of the
investments of the Separate Account will cause the Owner to be treated as the
owner of the assets of the Separate Account, thereby resulting in the loss of
favorable tax treatment for the Contract. At this time it cannot be
determined whether additional guidance will be provided and what standards may
be contained in such guidance.

The amount of Owner control which may be exercised under the Contract is
different in some respects from the situations addressed in published rulings
issued by the Internal Revenue Service in which it was held that the policy
owner was not the owner of the assets of the separate account. It is unknown
whether these differences, such as the Owner's ability to transfer among
investment choices or the number and type of investment choices available,
would cause the Owner to be considered as the owner of the assets of the
Separate Account resulting in the imposition of federal income tax to the
Owner with respect to earnings allocable to the Contract prior to receipt of
payments under the Contract.

In the event any forthcoming guidance or ruling is considered to set forth a
new position, such guidance or ruling will generally be applied only
prospectively. However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in the Owner
being retroactively determined to be the owner of the assets of the Separate
Account.

Due to the uncertainty in this area, the Company reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

Under Section 72(u) of the Code, the investment earnings on Contributions for
the Contracts will be taxed currently to the Owner if the Owner is a
non-natural person, e.g., a corporation, or certain other entities. Such
Contracts generally will not be treated as annuities for federal income tax
purposes. However, this treatment is not applied to Contracts held by a trust
or other entity as agent for a natural person nor to Contracts held by
Qualified Plans. Purchasers should consult their own tax adviser before
purchasing a Contract to be owned by a non-natural person.

MULTIPLE CONTRACTS

The Code provides that multiple non-qualified annuity contracts which are
issued within a calendar year to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse
tax consequences including more rapid taxation of the distributed amounts from
such combination of contracts. Owners should consult a tax adviser prior to
purchasing more than one non-qualified annuity contract in any calendar year.

TAX TREATMENT OF ASSIGNMENTS

An assignment or pledge of a Contract may be a taxable event. Owners should
therefore consult competent tax advisers should they wish to assign or pledge
their Contracts.

INCOME TAX WITHHOLDING

All distributions or the portion thereof which is includible in the gross
income of the Owner are subject to federal income tax withholding. Generally,
amounts are withheld from periodic payments at the same rate as wages and at
the rate of 10% from non-periodic payments. However, the Owner, in most
cases, may elect not to have taxes withheld or to have withholding done at a
different rate.

Effective January 1, 1993, certain distributions from retirement plans
qualified under Section 401 or Section 403(b) of the Code, which are not
directly rolled over to another eligible retirement plan or individual
retirement generally account or individual retirement annuity, are subject to
a mandatory 20% withholding for federal income tax. The 20% withholding
requirement generally does not apply to: a) a series of substantially equal
payments made at least annually for the life or life expectancy of the
participant or joint and last survivor expectancy of the participant and a
designated beneficiary; or distributions for a specified period of 10 years or
more; or b) distributions which are required minimum distributions; or c) the
portion of the distributions not includible in gross income (i.e. returns of
after-tax contributions). Participants under such plans should consult their
own tax counsel or other tax advisor regarding withholding requirements.

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the Contract Value exceeds the aggregate
purchase payments made, any amount withdrawn will be treated as coming first
from the earnings and then, only after the income portion is exhausted, as
coming from the principal. Withdrawn earnings are includible in gross income.
It further provides that a ten percent (10%) penalty will apply to the income
portion of any distribution. However, the penalty is not imposed on amounts
received: (a) after the taxpayer reaches age 59 1/2; (b) after the death of
the Owner; (c) if the taxpayer is totally disabled (for this purpose
disability is as defined in Section 72(m)(7) of the Code); (d) in a series of
substantially equal periodic payments made not less frequently than annually
for the life (or life expectancy) of the taxpayer or for the joint lives (or
joint life expectancies) of the taxpayer and his or her Beneficiary; (e) under
an immediate annuity; or (f) which are allocable to purchase payments made
prior to August 14, 1982.

The above information does not apply to Qualified Contracts. However,
separate tax withdrawal penalties and restrictions may apply to such Qualified
Contracts. (See "Tax Treatment of Withdrawals - Qualified Contracts," below.)

QUALIFIED PLANS

The Contracts offered by this Prospectus may also be used as Qualified
Contracts. Owners, Annuitants and Beneficiaries are cautioned that benefits
under a Qualified Contract may be subject to the terms and conditions of the
plan regardless of the terms and conditions of the Contracts issued pursuant
to the plan. The following discussion of Qualified Contracts is not
exhaustive and is for general informational purposes only. The tax rules
regarding Qualified Contracts are very complex and will have differing
applications depending on individual facts and circumstances. Each purchaser
should obtain competent tax advice prior to purchasing Qualified Contracts.

Qualified Contracts include special provisions restricting Contract provisions
that may otherwise be available as described in this Prospectus. Generally,
Qualified Contracts are not transferable except upon surrender or
annuitization.

On July 6, 1983, the Supreme Court decided in ARIZONA GOVERNING COMMITTEE V.
NORRIS that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. Qualified Contracts will utilize annuity tables
which do not differentiate on the basis of sex. Such annuity tables will also
be available for use in connection with certain non-qualified deferred
compensation plans.

Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to
an IRA which will be deductible from the individual's gross income. These
IRAs are subject to limitations on eligibility, contributions, transferability
and distributions. (See "Tax Treatment of Withdrawals - Qualified Contracts"
below.) Under certain conditions, distributions from other IRAs and other
Qualified Plans may be rolled over or transferred on a tax-deferred basis into
an IRA. Sales of Contracts for use with IRAs are subject to special
requirements imposed by the Code, including the requirement that certain
informational disclosure be given to persons desiring to establish an IRA.
Purchasers of Contracts to be qualified as Individual Retirement Annuities
should obtain competent tax advice as to the tax treatment and suitability of
such an investment.

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

In the case of a withdrawal under a Qualified Contract, a ratable portion of
the amount received is taxable, generally based on the ratio of the
individual's cost basis to the individual's total accrued benefit under the
retirement plan. Special tax rules may be available for certain distributions
from a Qualified Contract. Section 72(t) of the Code imposes a 10% penalty tax
on the taxable portion of any distribution from qualified retirement plans,
including Contracts issued and qualified under Code Section 408(b) (Individual
Retirement Annuities). To the extent amounts are not includible in gross
income because they have been rolled over to an IRA or to another eligible
qualified plan, no tax penalty will be imposed. The tax penalty will not
apply to the following distributions: (a) if distribution is made on or after
the date on which the Owner or Annuitant (as applicable) reaches age 59 1/2;
(b) distributions following the death or disability of the Owner or Annuitant
(as applicable) (for this purpose disability is as defined in Section 72(m)(7)
of the Code); (c) after separation from service, distributions that are part
of substantially equal periodic payments made not less frequently than
annually for the life (or life expectancy) of the Owner or Annuitant (as
applicable) or the joint lives (or joint life expectancies) of such Owner or
Annuitant (as applicable) and his or her designated Beneficiary; (d)
distributions to an Owner or Annuitant (as applicable) who has separated from
service after he has attained age 55; (e) distributions made to the Owner or
Annuitant (as applicable) to the extent such distributions do not exceed the
amount allowable as a deduction under Code Section 213 to the Owner or
Annuitant (as applicable) for amounts paid during the taxable year for medical
care; and (f) distributions made to an alternate payee pursuant to a qualified
domestic relations order. The exceptions stated in (d), (e) and (f) above do
not apply in the case of an Individual Retirement Annuity. The exception
stated in (c) above applies to an Individual Retirement Annuity without the
requirement that there be a separation from service.

Generally, distributions from a qualified plan must commence no later than
April 1 of the calendar year, following the year in which the employee attains
age 70 1/2. Required distributions must be over a period not exceeding the
life expectancy of the individual or the joint lives or life expectancies of
the individual and his or her designated beneficiary. If the required minimum
distributions are not made, a 50% penalty tax is imposed as to the amount not
distributed. In addition, distributions in excess of $150,000 per year may be
subject to an additional 15% excise tax unless an exemption applies.

FINANCIAL STATEMENTS

Financial statements of the Company have been included in the Statement of
Additional Information. No Condensed Financial Information or finanical
statements for the Separate Account have been included herein because, as of
December 31, 1995, the Separate Account had no assets.

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Separate Account,
the Distributor or the Company is a party.

APPENDIX

The purpose of the Examples below is (i) to demonstrate how the Contingent
Deferred Sales Charge is calculated and (ii) to demonstrate how the death
benefit is calculated.
WITHDRAWALS AND CONTINGENT DEFERRED SALES CHARGES
EXAMPLE A - TOTAL WITHDRAWAL IN CONTRACT YEAR TWO
Example A assumes the following:
(1) The initial Contribution was $10,000, allocated solely to one
Sub-Account.
(2) The date of total withdrawal occurs during the second Contract Year.
(3) The Owner's Contract Value at the time of the total withdrawal is
$10,950.
(4) No other Contributions or previous withdrawals have been made.
The following applies to this Example:
(a) Earnings in the Contract are not subject to the Contingent Deferred
Sales Charge (CDSC). Therefore, $950 ($10,950 - $10,000 = $950) is not
subject to the CDSC.
(b) The balance of the total withdrawal of $10,000 is subject to the
CDSC applied during the second year, since the Free Withdrawal amount does not
apply to total withdrawals.
(c) The amount of the applicable CDSC is .07 x 10,000 = $700.
(d) The amount of the total withdrawal is $10,950 - $700 = $10,250.*
________________________
* If a total withdrawal is made on other than a Contract Anniversary and
the Contract Value for the Valuation Period during which the total withdrawal
is made is less than $50,000, the full Contract Maintenance Charge of $36 will
be deducted at the time of the total withdrawal.

EXAMPLE B - PARTIAL WITHDRAWAL IN THE AMOUNT OF $3,000 IN CONTRACT YEAR TWO
This Example is based on the same assumptions as Example A except that in this
Example there is a partial withdrawal for $3,000 in Contract Year Two.
(a) In a partial withdrawal, 10% of the unliquidated Contributions may
be withdrawn as a Free Withdrawal without the imposition of the CDSC. (10,000
x .10 - $1,000) Therefore $1,000 of the $3,000 partial withdrawal is not
subject to the CDSC.
(b) For purposes of determining the amount of the CDSC, unliquidated
Contributions are deemed to be withdrawn before earnings in the Contract.
(c) The amount of the CDSC is $140 ($2,000 x .07 = $140).
(d) In this Example, from the partial withdrawal of $3,000 the Owner
will receive $2,860.
EXAMPLE C - PARTIAL WITHDRAWAL IMMEDIATELY FOLLOWED BY A TOTAL WITHDRAWAL
Example C assumes the following:
(1) The initial Contribution was $10,000, allocated solely to one
Sub-Account.
(2) The withdrawals occur during the second Contract Year.
(3) The Contract Value at the time of the withdrawals is $10,950.
(4) The partial withdrawal is for $1,000.
The following applies to the Example:
(a) As noted in Example B, the partial withdrawal of $1,000 is not
subject to the CDSC because of the 10% Free Withdrawal amount of $1,000. The
remaining Contract Value is $9,950.
(b) For purpose of the immediately following total withdrawal, the
original Contribution of $10,000 is used for calculating the CDSC because Free
Withdrawal amounts do not reduce the Contributions for purposes of calculating
the CDSC.
(c) The amount of the CDSC is $700 (.07 x $10,000).
(d) The amount of the total withdrawal is 9,250 ($9,950 - $700).
NOTE: Withdrawals of income may be subject to a ten percent federal income tax
penalty if the Owner is not 59 1/2 at the time of the withdrawal.
DEATH BENEFIT
EXAMPLE A - OWNER AGE 65 AT DEATH: DIES DURING CONTRACT YEAR TWO
Example A assumes the following:
(1) A Contribution of $10,000 was made for the Contract.
(2) Owner dies at Age 65 during the second Contract Year.
(3) The Contract Value at death was $12,000.
(4) No withdrawals have been made.
The following applies to this Example:
(a) Adjusted Contributions equal $10,000, since there were no
withdrawals.
(b) No seventh year stepped-up death benefit is available because death
occurred prior to the seventh year Contract Anniversary.
(c) Contract Value is $12,000 and therefore greater than Adjusted
Contributions.
(d) The death benefit is $12,000.
EXAMPLE B - OWNER AGE 65 AT DEATH; DIES DURING CONTRACT YEAR TWO
This Example is based on the same assumptions as Example A except that in this
Example the Contract Value at death is $9,500.
The following applies to this Example:
(a) The Adjusted Contributions are greater than the Contract Value.
(b) The death benefit is $10,000.
EXAMPLE C - OWNER AGE 65 AT DEATH; DIES DURING CONTRACT YEAR TEN
Example C assumes the following:
(1) A single Contribution of $10,000 was made to the Contract.
(2) Owner dies at Age 65 during the tenth Contract Year.
(3) The Contract Value on the seventh Contract Anniversary was $18,000.
(4) The Contract Value at death was $17,000.
(5) A gross withdrawal of $1,500 was made in the sixth Contract Year at
which time the Contract Value was $15,000 before the withdrawal was made.
The following applies to this Example:
(a) Adjusted Contributions are equal to $9,000. (At the time of the
withdrawal the Contract Value was reduced by 10% ($1,500/$15,000 = .10)
therefore, Adjusted Contributions are reduced by 10% ($10,000 - ($10,000 x
.10) = $9,000).
(b) Contract Value on the seventh Contract Anniversary ($18,000) was
greater than that on the death of Owner ($17,000) and greater than Adjusted
Contributions ($9,000).
(c) The death benefit is $18,000.
EXAMPLE D - OWNER AGE 77 AT DEATH; DIES DURING CONTRACT YEAR TWO
This Example is based on the same assumptions as Example A except that in this
Example the Owner is Age 77 at death.
The following applies to this Example:
(a) The death benefit is $12,000 less any CDSC applicable at the time
the death benefit or any portion is withdrawn.
(b) Any applicable CDSC will be calculated as set forth under Examples
of Withdrawals and Contingent Deferred Sales Charges above.
EXAMPLE E - OWNER AGE 87 AT DEATH; DIES DURING CONTRACT YEAR TWO
This Example is based on the same assumptions as Example A except in this
Example the Owner is Age 87 at death.
The following applies to this Example:
(a) Since the Owner was beyond Age 85, the death benefit will be limited
to the Contract Value less any CDSC applicable at the time the death benefit
or any portion is withdrawn.
(b) Any applicable CDSC will be calculated as set forth under Examples
of Withdrawals and Contingent Deferred Sales Charges above.

TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

ITEM PAGE

Company.............................................................. 3

Experts.............................................................. 3

Legal Opinions....................................................... 3

Distributor.......................................................... 3

Yield Calculation for the Salomon Money Market Sub-Account........... 3

Performance Information.............................................. 4

Annuity Provisions................................................... 6

Financial Statements................................................. 6

[Back Cover]

Distributed by:
London Pacific Financial & Insurance Services
1755 Creekside Oaks Drive
Sacramento, CA 95833

Issued by:

LONDON PACIFIC
LIFE & ANNUITY
COMPANY

Home Office:
3109 Poplarwood Court
Raleigh, North Carolina 27604
(919) 790-2243

Annuity Service Center:
P.O. Box 29564
Raleigh, North Carolina 27626
(800) 852-3152

PART B

STATEMENT OF ADDITIONAL INFORMATION

INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS
WITH FLEXIBLE CONTRIBUTIONS

issued by

LPLA SEPARATE ACCOUNT ONE

AND

LONDON PACIFIC LIFE & ANNUITY COMPANY

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED MAY 1, 1996, FOR THE INDIVIDUAL
FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS WITH FLEXIBLE CONTRIBUTIONS
WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION FOR A PROSPECTIVE INVESTOR.
FOR A COPY OF THE PROSPECTUS CALL OR WRITE THE COMPANY AT: P.O. BOX 29564,
RALEIGH, NORTH CAROLINA 27626; (800) 852-3152.

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MAY 1, 1996.

TABLE OF CONTENTS

PAGE

Company................................................................. 3

Experts................................................................. 3

Legal Opinions.......................................................... 3

Distributor............................................................. 3

Yield Calculation For Salomon Money Market Sub-Account.................. 3

Performance Information................................................. 4

Annuity Provisions...................................................... 6

Financial Statements.................................................... 6

COMPANY

Information regarding London Pacific Life & Annuity Company (the "Company")
and its ownership is contained in the Prospectus.

The Company contributed the initial capital to the Separate Account. As of
April 1, 1996, the initial capital contributed by the Company represented
approximately 99.2% of the total assets of the Separate Account. The Company
currently intends to remove these assets from the Separate Account on a pro
rata basis in proportion to money invested in the Separate Account by Owners.

EXPERTS

The financial statements of the Company as of December 31, 1995 and 1994 and
for each of the three years in the period ended December 31, 1995, included in
this Statement of Additional Information have been so included in reliance on
the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

LEGAL OPINIONS

Legal matters in connection with the Contracts described herein are being
passed upon by the law firm of Blazzard, Grodd & Hasenauer, P.C., Westport,
Connecticut.

DISTRIBUTOR

London Pacific Financial and Insurance Services acts as the distributor.
London Pacific Financial and Insurance Services is an affiliate of the
Company. The offering is on a continuous basis.

YIELD CALCULATION FOR THE SALOMON MONEY MARKET SUB-ACCOUNT

The Salomon Money Market Sub-Account of the Separate Account will calculate
its current yield based upon the seven days ended on the date of calculation.
As of December 31, 1995, the Salomon Money Market Sub-Account had not
commenced operations.

The current yield of the Salomon Money Market Sub-Account is computed daily by
determining the net change (exclusive of capital changes) in the value of a
hypothetical pre-existing Owner account having a balance of one Accumulation
Unit of the Sub-Account at the beginning of the period, subtracting the
Mortality and Expense Risk Charge, the Administrative Charge, the Distribution
Charge and the Contract Maintenance Charge, dividing the difference by the
value of the Owner account at the beginning of the same period to obtain the
base period return and multiplying the result by (365/7).

The Salomon Money Market Sub-Account computes its effective compound yield by
determining the net changes (exclusive of capital change) in the value of a
hypothetical pre-existing Owner account having a balance of one Accumulation
Unit of the Sub-Account at the beginning of the period, subtracting the
Mortality and Expense Risk Charge, the Administrative Charge, the Distribution
Charge and the Contract Maintenance Charge and dividing the difference by the
value of the Owner account at the beginning of the base period to obtain the
base period return, and then compounding the base period return by adding 1,
raising the sum to a power equal to 365 divided by 7, and subtracting 1 from
the result, according to the following formula: Effective Yield = ((Base
Period Return +1) 365/7)-1. The current and the effective yields reflect the
reinvestment of net income earned daily on the Salomon Money Market
Sub-Account's assets.

Net investment income for yield quotation purposes will not include either
realized capital gains and losses or unrealized appreciation and depreciation,
whether reinvested or not.

The yields quoted should not be considered a representation of the yield of
the Salomon Money Market Sub-Account in the future since the yield is not
fixed. Actual yields will depend not only on the type, quality and maturities
of the investments held by the Salomon Money Market Sub-Account and changes
in the interest rates on such investments, but also on changes in the Salomon
Money Market Sub-Account's expenses during the period.

Yield information may be useful in reviewing the performance of the Salomon
Money Market Sub-Account and for providing a basis for comparison with other
investment alternatives. However, the Salomon Money Market Sub-Account's yield
fluctuates, unlike bank deposits or other investments which typically pay a
fixed yield for a stated period of time.

PERFORMANCE INFORMATION

From time to time, the Company may advertise performance data as described in
the Prospectus. Any such advertisement will include total return figures for
the time periods indicated in the advertisement. Such total return figures
will reflect the deduction of a 1.25% Mortality and Expense Risk Charge, a
.15% Administrative Charge, a .10% Distribution Charge, the investment
advisory fee for the underlying Portfolio being advertised and any applicable
Contract Maintenance Charge.

The hypothetical value of a Contract purchased for the time periods described
in the advertisement will be determined by using the actual Accumulation Unit
values for an initial $1,000 purchase payment, and deducting any applicable
Contract Maintenance Charge to arrive at the ending hypothetical value. The
average annual total return is then determined by computing the fixed interest
rate that a $1,000 purchase payment would have to earn annually, compounded
annually, to grow to the hypothetical value at the end of the time periods
described. The formula used in these calculations is:

n
P (1+T) = ERV

<TABLE>

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the time periods used (or
fractional portion thereof) of a hypothetical $1,000 payment
made at the beginning of the time periods used.
</TABLE>

In addition to total return data, the Company may include yield information in
its advertisements. For each Sub-Account (other than the Salomon Money Market
Sub-Account) for which the Company will advertise yield, it will show a yield
quotation based on a 30 day (or one month) period ended on the date of the
most recent balance sheet of the Separate Account included in the registration
statement, computed by dividing the net investment income per Accumulation
Unit earned during the period by the maximum offering price per Unit on the
last day of the period, according to the following formula:

6
Yield = 2 [ ( a-b + 1) - 1 ]
--
cd

<TABLE>

Where:

a = Net investment income earned during the period by the Trust
attributable to shares owned by the Sub-Account.

b = Expenses accrued for the period (net of reimbursements).

c = The average daily number of Accumulation Units outstanding
during the period.

d = The maximum offering price per Accumulation Unit on the
last day of the period.
</TABLE>

The Company may also advertise performance data which will be calculated in
the same manner as described above but which will not reflect the deduction of
any Contingent Deferred Sales Charge.

Owners should note that the investment results of each Sub-Account will
fluctuate over time, and any presentation of the Sub-Account's total return or
yield for any period should not be considered as a representation of what an
investment may earn or what an Owner's total return or yield may be in any
future period.

ANNUITY PROVISIONS

Variable Annuity Payments reflect the investment performance of the Separate
Account in accordance with the allocation of the Adjusted Contract Value to
the Sub-Accounts during the Annuity Period. Annuity Payments also depend upon
the Age of the Annuitant and any Joint Annuitant and the assumed interest
factor utilized. The Annuity Table used will depend upon the Annuity Option
chosen. The dollar amount of Variable Annuity Payments for each applicable
Sub-Account after the first Variable Annuity Payment is determined as follows:

1. The dollar amount of the first Variable Annuity Payment is divided by
the value of an Annuity Unit for each applicable Sub-Account as of the Annuity
Date. This sets the number of Annuity Units for each monthly payment for the
applicable Sub-Account. The number of Annuity Units remains fixed during the
Annuity Period.

2. The fixed number of Annuity Units per payment in each Sub-Account is
multiplied by the Annuity Unit Value for that Sub-Account for the last
Valuation Period of the month preceding the month for which the payment is
due. This result is the dollar amount of the payment for each applicable
Sub-Account.

The total dollar amount of each Variable Annuity Payment is the sum of all
Sub-Account Variable Annuity Payments reduced by the applicable portion of the
Contract Maintenance Charge.

ANNUITY UNIT

The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.

The Sub-Account Annuity Unit Value at the end of any subsequent Valuation
Period is determined as follows:

1. The Net Investment Factor for the current Valuation Period is
multiplied by the value of the Annuity Unit for the Sub-Account for the
immediately preceding Valuation Period. The Net Investment Factor is equal to
the Accumulation Unit Value for the current Valuation Period divided by the
Accumulation Unit Value for the immediately preceding Valuation Period.

2. The result in (1) is then divided by the Assumed Investment Rate
Factor which equals 1.00 plus the Assumed Investment Rate for the number of
days since the preceding Valuation Date. The Assumed Investment Rate is equal
to an effective annual rate of 4%.

The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.

(See "Annuity Provisions" in the Prospectus.)

FINANCIAL STATEMENTS

The financial statements of the Company included herein should be considered
only as bearing upon the ability of the Company to meet its obligations under
the Contracts.

LONDON PACIFIC LIFE
& ANNUITY COMPANY
(A wholly-owned subsidiary
of London Pacific Group
Limited)
STATUTORY BASIS FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993

London Pacific Life & Annuity Company

(A wholly-owned subsidiary of London Pacific Group Limited)

Statutory Basis Financial Statements

Years ended December 31, 1995, 1994 and 1993

CONTENTS

Report of Independent Accountants............................................ 1

AUDITED FINANCIAL STATEMENTS

Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus.... 3

Statutory Statements of Operations........................................... 4

Statutory Statements of Changes in Capital and Surplus....................... 5

Statutory Statements of Cash Flows........................................... 6-7

Notes to Statutory Financial Statements...................................... 8-17

SUPPLEMENTARY INFORMATION

Report of Independent Accountants' on Supplemental Schedule of
Assets and Liabilities................................................ 19

Schedule 1 - Supplemental Schedule of Assets and Liabilities................. 20-22
</TABLE>

Report of Independent Accountants

February 8, 1996

To the Board of Directors and Shareholder of
London Pacific Life & Annuity Company
(A wholly-owned subsidiary of London Pacific Group Limited)

We have audited the accompanying Statutory Statements of Admitted Assets,
Liabilities, Capital and Surplus of London Pacific Life & Annuity Company (a
wholly-owned subsidiary of London Pacific Group Limited) as of December 31,
1995 and 1994, and the related Statutory Statements of Operations, of Changes
in Capital and Surplus, and of Cash Flows for each of the three years in the
period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards; however, as discussed in the following paragraph, we were not
engaged to determine or audit the effects on these financial statements of the
variances between statutory accounting practices and generally accepted
accounting principles. Generally accepted auditing standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

As described in Note 1, the Company prepared these financial statements in
conformity with accounting practices prescribed or permitted by the Insurance
Department of the State of North Carolina. When financial statements prepared
in conformity with accounting practices prescribed by a regulatory agency are
presented for purposes other than for filing with the regulatory agency,
generally accepted auditing standards require that an auditor's report on them
state whether they are presented in conformity with generally accepted
accounting principles. The accounting practices used by the Company to
prepare these financial statements vary from generally accepted accounting
principles as described in Note 2. The Company has not

To the Board of Directors and Shareholder of
London Pacific Life & Annuity Company
Page 2
February 8, 1996

We determined the effects on these financial statements of the
variances. Accordingly, we were not engaged to audit, and we did not audit,
the effects on these financial statements of the variances. As the
financial statements referred to above do not purport to be a
presentation in conformity with generally accepted accounting principles, we
are not in a position to express, and do not express, an opinion on the
financial statements referred to above as to fair presentation of financial
position, results of operations, or cash flows in conformity with generally
accepted accounting principles.

In our opinion, however, the financial statements audited by us present
fairly, in all material respects, the admitted assets, liabilities, capital
and surplus of London Pacific Life & Annuity Company at December 31, 1995 and
1994, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1995, on the basis of accounting
described in Note 1.

/s/ PRICE WATERHOUSE LLP
- ------------------------

<TABLE>
<CAPTION>
LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES, CAPITAL AND SURPLUS
___________________________________________________________________________

DECEMBER 31,
<S> <C> <C>
1995 1994
--------------- ---------------
ASSETS
Investments:
Bonds $1,057,481,158 $ 981,232,212
Preferred stock 9,912,720 9,478,047
Common stock 1,430,013 575,195
Short-term investments 69,747,096 -
Policy loans 4,455,976 2,999,312
--------------- ---------------
Total investments 1,143,026,963 994,284,766
Cash 2,664,850 11,790,032
---------------
Total cash and investments 1,145,691,813 1,006,074,798

Investment income due and accrued 17,492,346 14,678,500
Electronic data processing equipment, net 609,886 895,106
Federal income tax recoverable - 3,243,665
Amount due from broker-dealers 12,527,500 -
Receivable from affiliates 4,608,663 29,011
Other assets 1,741,100 42,502
--------------- ---------------
Total assets $1,182,671,308 $1,024,963,582
--------------- ---------------

LIABILIITES, CAPITAL AND SURPLUS
Aggregate reserves for life policies and contracts $1,066,977,854 $ 945,045,048
Policy and contract claims 417,570 515,433
Accrued dividends to policyholders 527,418 568,672
Interest maintenance reserve 10,376,170 9,887,040
Federal income taxes payable 2,007,817 -
Remittances and items not allocated 219,649 652,913
Asset valuation reserve 30,546,857 29,395,572
Payable to affiliates 3,325 9,843
Amounts due to broker-dealers 20,930,752 305,126
Accounts payable, accrued expenses and other liabilities 1,053,398 1,262,331
--------------- ---------------
Total liabilities 1,133,060,810 987,641,978
--------------- ---------------

Capital and surplus:
Capital stock - $10 par value, 1,000,000 shares
authorized; 200,000 shares issued and outstanding 2,000,000 2,000,000
Paid-in and contributed surplus 48,394,120 46,938,570
Unassigned deficit (783,622) (11,616,966)
--------------- ---------------
Total capital and surplus 49,610,498 37,321,604
Commitments and contingent liabilities
Total liabilities, capital and surplus $1,182,671,308 $1,024,963,582
</TABLE>

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

<TABLE>
<CAPTION>
LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

STATUTORY STATEMENTS OF OPERATIONS
___________________________________________________________________________

YEAR ENDED DECEMBER 31,
<S> <C> <C> <C>
1995 1994 1993
------------- ------------- ------------
REVENUES
Insurance premiums and annuity
considerations $203,233,606 $210,373,366 $223,273,108
Net investment income 88,960,512 79,812,665 71,063,605
Amortization of interest maintenance reserve (185,844) 945,197 1,584,804
Other income 1,255 0 108,980
------------- ------------ ------------
Total revenues 292,009,529 291,131,228 296,030,497
------------ ------------- ------------

BENEFITS AND EXPENSES
Policyholder benefits and changes in reserve 256,854,252 256,731,020 258,850,698
Commissions 14,237,877 22,125,145 16,352,492
Other operating expenses 10,358,955 10,020,230 10,587,846
------------- ------------- ------------
Total benefits and expenses 281,451,084 288,876,395 285,791,036
------------- ------------- ------------

Gain from operations before dividends to
policyholders, federal income taxes and
net realized capital gains (losses) 10,558,445 2,254,833 10,239,461

Dividends to policyholders 1,007,373 540,513 874,768
------------- ------------- ------------

Gains from operations, before federal income taxes
and net realized capital gains (losses) 9,551,072 1,714,320 9,364,693

Federal income tax expense (benefit) (excluding
tax on capital gains) 2,597,127 (961,168) 4,773,674
----------- ------------- ------------

Gain from operations before net realized capital
gains (losses) 6,953,945 2,675,488 4,591,019

Net realized capital gains (losses), less capital gains
tax of $1,931,162, ($2,174,832) and $8,281,326
and excluding $303,286, $2,316,416 and
3,514,550 transferred to the IMR in 1995, 1994
and 1993, respectively. 3,445,440 (6,538,149) 12,560,966
------------- ------------- ------------

Net income (loss) $ 10,399,385 ($3,862,661) $ 17,151,985
------------- ------------- ------------
</TABLE>

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

<TABLE>
<CAPTION>
LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
___________________________________________________________________________________________
<S> <C> <C> <C> <C>
PAID-IN AND
CAPITAL CONTRIBUTED UNASSIGNED
STOCK SURPLUS SURPLUS TOTAL
---------- ------------ ------------ -------------

Balance as of
December 31, 1992 2,000,000 33,350,173 (3,656,176) 31,693,997

Net income 17,151,985 17,151,985

Increase in unrealized capital losses (62,299) (62,299)

Increase in non-admitted assets (316,924) (316,924)

Increase in asset valuation reserve (2,772,404) (2,772,404)
--------- ---------- ------------ -------------

Balance as of
December 31, 1993 2,000,000 33,350,173 10,344,182 45,694,355

Net loss (3,862,661) (3,862,661)

Increase in unrealized capital gains 1,726,451 1,726,451

Increase in non-admitted assets (695,915) (695,915)

Increase in asset valuation reserve (19,129,023) (19,129,023)

Capital contributions 13,588,397 13,588,397
--------- ------------ ----------- -------------

Balance as of
December 31, 1994 2,000,000 46,938,570 (11,616,966) 37,321,604

Net income 10,399,385 10,399,385

Increase in unrealized capital gains 9,403 9,403

Decrease in non-admitted assets 1,575,841 1,575,841

Increase in asset valuation reserve (1,151,285) (1,151,285)

Capital contributions 1,455,550 1,455,550
---------- ------------ ---------- -------------

Balance as of
December 31, 1995 $2,000,000 $ 48,394,120 ($783,622) $ 49,610,498
---------- ------------ ------------ -------------
</TABLE>

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

<TABLE>
<CAPTION>
LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

STATUTORY STATEMENTS OF CASH FLOWS
_______________________________________________________________________________________

YEAR ENDED DECEMBER 31,

<S> <C> <C> <C>
1995 1994 1993
------------- ------------ -------------
CASH PROVIDED BY:
Premiums and annuity considerations
collected $203,233,606 $210,357,865 $223,279,108
Investment income received (excluding
realized gains/losses and net of investment
expenses) 86,134,922 78,892,896 72,466,842
Other income received 1,255 226,807 1,222,737
------------- ------------ -------------
Total cash provided by operations 289,369,783 289,477,568 296,968,687
----------- ------------ -------------

CASH USED FOR:
Life and accident and health claims paid 1,213,526 210,886 700,123
Surrender benefits and other fund
withdrawals paid 81,936,665 66,245,808 54,241,658
Other benefits to policyholders paid 51,869,119 42,541,134 31,564,604
------------- ------------ -------------
135,019,310 108,997,828 86,506,385
------------- ------------ -------------
Commissions and other expenses paid 24,818,407 28,228,679 26,962,242
------------- ------------ -------------
Dividends to policyholders paid 1,048,627 858,087 623,864
Federal income taxes (recoverable) paid
(excluding tax on capital gains) (2,654,355) 7,673,225 (420,256)
Net increase in policy loans 1,456,664 961,502 1,188,638
Other operating expenses paid 95,312 6,220,353 7,920,914
------------- ------------ -------------

(53,752) 15,713,167 9,313,160
------------- ------------ -------------
Total cash used for operations 159,783,965 152,939,674 122,781,787
------------- ------------ -------------

Net cash provided by operations 129,585,818 136,537,894 174,186,900
------------- ------------ -------------

PROCEEDS FROM INVESTMENTS SOLD, MATURED OR
REPAID:
Bonds 193,271,490 346,800,750 574,302,937
Stocks 11,228,210 120,257,956 139,321,860
Net gain on short-term investments - 17,915 29,041
Other proceeds 96,780 - 296,120
------------- ------------ -------------

204,596,480 467,076,621 713,949,958
Tax on capital gains (1,931,162) 2,174,832 (8,281,326)
------------- ------------ -------------
Total investment proceeds 202,665,318 469,251,453 705,668,632
</TABLE>

(continued on next page)

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

<TABLE>
<CAPTION>
LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

STATUTORY STATEMENT OF CASH FLOWS (CONTINUED)
________________________________________________________________________________________

YEAR ENDED DECEMBER 31,

<S> <C> <C> <C>
1995 1994 1993
------------ -------------- ------------

OTHER CASH PROVIDED:
Capital and surplus paid in 1,455,550 13,588,397 -
Other sources 20,941,157 10,238,471 120,868
------------ -------------- ------------

Total other cash provided 22,396,707 23,826,868 120,868
------------ -------------- ------------

Total cash provided 354,647,843 629,616,215 879,976,400
------------ -------------- ------------

COST OF INVESTMENTS ACQUIRED:
Bonds 268,824,294 602,767,827 659,746,236
Stocks 6,872,362 125,375,796 126,378,133
Miscellaneous other 575,445 1,562,819 98,962
------------ -------------- ------------

Total investments acquired 276,272,101 729,706,422 786,223,331
Other cash applied 17,753,828 190,351 7,945,316
------------ -------------- ------------

Total cash applied 294,025,929 729,896,793 794,168,647
------------ -------------- ------------

Net change in cash and short-term investments 60,621,914 (100,280,578) 85,807,753

CASH AND SHORT-TERM INVESTMENTS:
Beginning of year 11,790,032 112,070,610 26,262,857
------------ -------------- ------------

End of year $ 72,411,946 $ 11,790,032 $112,070,610
------------ -------------- ------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the year for:
Income taxes $ 2,524,651 $ 5,516,862 $ 7,837,097
</TABLE>

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

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
________________________________________________________________________

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

London Pacific Life & Annuity Company (the Company) is domiciled in North
Carolina and is a wholly-owned subsidiary of The London Pacific Assurance
Group Limited (the Parent), a holding company domiciled in the state of
California, which is ultimately a wholly-owned subsidiary of London Pacific
Group Limited (formerly Govett & Company Limited). The Company has two
wholly-owned subsidiaries, LPIMC Insurance Marketing Services (the Marketing
Company) and London Pacific Financial & Insurance Services (the Broker
Dealer), an inactive broker-dealer. The Company is engaged primarily in the
development and marketing of annuity products and universal life insurance.
Although the Company is licensed and sells its universal life and annuity
products in 40 states, its primary markets are California, Florida, Michigan,
Ohio, Texas and Washington.

The preparation of financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Such estimates and
assumptions could change in the future as more information becomes known,
which could impact amounts reported and disclosed herein.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in conformity
with accounting practices prescribed or permitted by the North Carolina
Department of Insurance which is a comprehensive basis of accounting other
than generally accepted accounting principles. Significant differences
between statutory accounting principles and generally accepted accounting
principles (GAAP) are described in Note 2.

INVESTMENTS

Investments are recorded in accordance with the requirements of the
National Association of Insurance Commissioners (NAIC). Bonds not backed by
loans are reported at cost or amortized cost; the discount or premium on
bonds is amortized using the interest method. For loan-backed bonds,
anticipated prepayments are considered when determining the amortization of
discount or premium. Prepayment assumptions are obtained from dealer surveys
and are based on the current interest rate and economic development. The
retrospective adjustment method is used to value all such securities except
for interest-only securities, which are valued using the prospective method.
Preferred stocks are carried at NAIC Securities Valuation Office (SVO)
values. Common stocks are reported at market value as determined by the SVO
and the related unrealized capital gain/(loss) is reported in unassigned
surplus without any adjustment for federal income taxes. The Company's
subsidiaries are reported at equity in the underlying statutory basis of
their net assets. As of December 31, 1995, the carrying value of the
Company's investment in subsidiaries was $499,138. Short-term investments
are carried at cost which approximates market value.

INTEREST RATE SWAP CONTRACTS

The Company enters into interest rate swap programs for the purpose of
minimizing exposure to fluctuations in interest rates. The notional amount
of the single matched swap in place at December 31, 1995 and 1994 was
$9,000,000. The unexpired term at December 31,1995 was one year and five
months. During the term of the swap, the net swap settlement amount is
accrued over time as an adjustment to other expense or other income.

Gains or losses on termination are deferred and amortized as an interest
adjustment over the remaining life of the underlying financial instrument.
There are no outstanding matched swaps at a loss position at December 31,
1995 and 1994. The Company does not act as an intermediary or broker in
interest rate swaps.

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
________________________________________________________________________

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ELECTRONIC DATA PROCESSING EQUIPMENT

Electronic data processing equipment is recorded at cost, net of
accumulated depreciation of $1,511,059 and $1,209,852 at December 31, 1995
and 1994. Depreciation is provided using the straight-line method over the
estimated useful life of five years. Depreciation expense amounted to
$346,495, $361,961 and $314,475 for the years ended December 31, 1995, 1994
and 1993.

REMITTANCES AND ITEMS NOT ALLOCATED

Remittances and items not allocated consist primarily of cash received
with policy applications for policies that have not been issued.

POLICY AND CONTRACT CLAIMS

Policy and contract claims of $244,046 and $250,747 related to death
benefits payable on life and annuity contracts have been accrued at December
31, 1995 and 1994. The remaining policy and contract claims of $173,524 and
$264,686 at December 31, 1995 and 1994 relate to estimated incurred but
unreported claims on life contracts.

RECLASSIFICATIONS

Certain reclassifications have been made to the prior years' financial
statements to conform to the current year presentation.

2. DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND

STATUTORY ACCOUNTING PRINCIPLES

Statutory accounting principles vary in some respects from generally
accepted accounting principles. The more significant of these differences
are as follows:

INVESTMENTS

Market values of certain investments in bonds and stocks are based on
values specified by the NAIC, rather than on values provided by outside
broker confirmations or internally calculated estimates. For GAAP,
investments in bonds would be designated at purchase as held-to-maturity,
trading, or available-for-sale. Held-to-maturity investments would be
reported at amortized cost, and the remaining investments would be reported
at fair value with unrealized holding gains and losses reported in
operations for those designated as trading and as a separate component of
shareholders' equity for those designated as a available-for-sale. Realized
gains and losses are reported in income net of income tax rather than
on a pretax basis. The Asset Valuation Reserve is determined by an
NAIC prescribed formula and is reported as a liability rather than as a
valuation allowance or an appropriation of surplus. Beginning in
1992, under a formula prescribed by the NAIC, the Company defers the
portion of realized gains and losses on sales of investments in debt
securities, attributable to changes in the general level of interest
rates and amortizes those deferrals over the remaining period to maturity
based on the individual security sold.

SUBSIDIARIES

The accounts and operations of the Company's subsidiaries are not
consolidated with the accounts and operations of the Company.

POLICY ACQUISITION COSTS

The costs of acquiring and renewing business are expensed when incurred
rather than capitalized and amortized over the terms of the related policies.

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

2. DIFFERENCE BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND
STATUTORY ACCOUNTING PRINCIPLES
(CONTINUED)

NON-ADMITTED ASSETS

Certain assets designated as "non-admitted," principally furniture and
equipment, are excluded from the accompanying Statutory Statements of
Admitted Assets, Liabilities, Capital and Surplus and are charged directly to
unassigned surplus.

PREMIUMS

Single premium whole life, annuity and flexible premium variable life
insurance considerations are recognized as earned upon issuance of the
contract, whereas under GAAP, premium income consists of mortality charges,
surrender charges earned, policy fees earned and amounts deducted from
policyholder accounts.

BENEFIT RESERVES

Certain policy reserves are calculated based on statutorily required
interest and mortality assumptions rather than estimated expected experience
or actual account balances.

INCOME TAXES

Deferred income taxes are generally not provided for differences
between the financial statement amounts and the tax bases of assets and
liabilities.

3. ANALYSIS OF ASSETS

An analysis of the Company's ledger assets as compared with its net
admitted assets is as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1995

<S> <C> <C> <C> <C>
LEDGER NONLEDGER ASSETS NOT NET
ASSETS ASSETS ADMITTED ADMITTED ASSETS
-------------- ------------ ----------- ----------------

Bonds $1,057,607,158 $ 126,000 $ 1,057,481,158
Preferred stock 9,972,720 ($60,000) 9,912,720
Common stock 1,641,663 (114,209) 97,441 1,430,013
Policy loans 4,455,976 4,455,976
Cash 2,664,850 2,664,850
Short-term investments 69,747,096 69,747,096
Investment income due and accrued 17,492,346 17,492,346
Electronic data processing
equipment, net 609,886 609,886
Receivable from affiliates 4,608,663 4,608,663
Furniture and equipment 245,531 245,531
Deposits, prepaid expenses and
other assets 14,390,754 83,881 206,035 14,268,600
-------------- ------------ ----------- ----------------
$1,165,944,297 $17,402,018 $ 675,007 $ 1,182,671,308
-------------- ------------ ----------- ----------------
</TABLE>

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

3. ANALYSIS OF ASSETS (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31, 1994

<S> <C> <C> <C> <C>
LEDGER NONLEDGER ASSETS NOT NET
ASSETS ASSETS ADMITTED ADMITTED ASSETS
-------------- ------------ ----------- ----------------

Bonds $ 981,232,212 $ 981,232,212
Preferred stock 9,562,255 ($84,208) 9,478,047
Common stock 720,540 (145,345) 575,195
Policy loans 2,999,312 2,999,312
Cash 11,790,032 11,790,032
Investment income due and accrued 14,678,500 14,678,500
Electronic data processing
equipment, net 895,106 895,106
Federal income tax recoverable 3,243,665 3,243,665
Furniture and equipment 267,216 $267,216
Deposits, prepaid expenses and
other assets 1,966,805 42,400 1,937,692 71,513
-------------- ------------ ----------- ----------------
$1,009,433,478 $17,735,012 $ 2,204,908 $ 1,024,963,582
-------------- ------------ ----------- ----------------
</TABLE>

4. RELATED PARTIES

The Company had material transactions with its parent and affiliated
companies as follows:

CAPITAL CONTRIBUTIONS

The Company received capital contributions from its parent during the
years ended December 31, 1995, 1994 and 1993 totaling $1,455,550, $13,588,397
and $0, respectively, principally in the form of investments and accrued
interest. During 1995, the Company made a $575,446 capital contribution to
the Marketing Company in the form of common stock.

EXPENSES

The Company receives investment advisory services under the terms of an
investment management agreement with Berkeley Institutional Investment, Inc.
(BIII), an affiliate of London Pacific Group Limited. Fees charged to the
Company under the agreement amounted to $5,272,984, $4,401,840 and $3,247,481
during the years ended December 31, 1995, 1994, and 1993, respectively.

Commissions on insurance business produced for the Company by its agents
are paid by the Marketing Company, the master general agent for the Company.
Effective January 1, 1995, the Company directly paid all agents' commissions
via the Marketing Company. For the years ended December 31, 1995, 1994,
and 1993, the Company paid commissions of $14,237,877, $22,125,145
and $16,352,492, respectively, to the Marketing Company (and the Marketing
Company paid commissions to agents of approximately $14,237,877, $14,719,474
and $15,988,508, respectively). The 1994 commission payments to the
Marketing Company include an amount paid to extinguish the Company's
contingent commission liability related to a marketing agreement that was
terminated on December 31, 1994.

The Company has payables to affiliates of $3,325 and $9,843 at December
31, 1995 and 1994, respectively, relating to these transactions.

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

4. RELATED PARTIES (CONTINUED)

On January 23, 1995, the Company acquired a $5,000,000 corporate bond
from BG Services Limited, an affiliate, issued by Two Count Company and on
December 31, 1995, sold a $2,992,058 corporate bond, plus accrued interest of
$243,000, issued by Orleander Group to BG Services Limited. The amount due
from BG Services Limited on the Orleander Group sale is included in the
receivable from affiliates balance.

5. FEDERAL INCOME TAXES

The provision for federal income taxes has been computed in accordance
with provisions of the Internal Revenue Code, as amended. The Company files
a separate federal income tax return and is not included in a consolidated
return with affiliated entities.

The Company's total tax expense differs from an amount computed by
applying the federal income tax of 35 percent to statutory income. The four
primary items required to reconcile taxable income and statutory income are:
(1) capitalization of policy acquisition costs, (2) differences in computing
reserves for statutory and tax purposes, (3) differences in statutory and tax
bases of assets sold, and (4) differences in timing for the deduction of
accrued expenses.

6. AGGREGATE RESERVES FOR LIFE POLICIES AND CONTRACTS

Aggregate reserves for life policies and contracts have generally been
computed using the Commissioners' Reserve Valuation Method (CRVM) or the
Commissioners' Annuity Reserve Valuation Method (CARVM) prescribed
by the North Carolina Department of Insurance. The aggregate reserves
for life policies and contracts were computed on a policy-by-policy basis.

Statutory reserves for policy benefits due under universal life and
accumulation annuity insurance contracts are computed using the CRVM and the
CARVM, respectively. The CRVM and CARVM reserves established for specific
contracts are the greater of a formula reserve or the cash surrender value of
the contract.

The formula reserves for the universal life policies are computed using
the 1980 Commissioners Standard Ordinary (CSO) mortality table and a 4.0%
discount rate. These assumptions are in compliance with the minimum
statutory requirements.

The accumulation annuity insurance contracts include a single premium
deferred annuity product and a flexible premium deferred annuity product.
The formula reserves for the single premium deferred annuity are higher than
the cash surrender value due to the one year interest rate guarantee
provision of these contracts. The Company computed reserves with an interest
rate of 6.00% for 1995 issues, 6.50%-5.50% for 1994 issues and 5.75%
for 1993 issues. These rates are the maximum statutory interest rates
for such contracts. For flexible premium deferred annuities, the cash
surrender value is never greater than the formula reserves, but may be
equal to the CARVM reserve due to the calendar quarter interest guarantee
provision of these contracts. The Company uses the same interest rates to
compute reserves as are used for single premium deferred annuities.

Reserves for policy benefits due under immediate annuity insurance
contracts are based on a present value actuarial computation using a
statutory discount rate and a statutory mortality basis. The reserves are
based on the 83a table and with a discount rate of 7.25% for 1995, 6.50% for
1994 and 7.00% for 1993.

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

6. AGGREGATE RESERVES FOR LIFE POLICIES AND CONTRACTS (CONTINUED)

The withdrawal characteristics of annuity actuarial reserves and deposit
liabilities at December 31, 1995 and 1994 are as follows:

1995 1994
------ ------------
Subject to discretionary withdrawal at book
value less surrender charge of 5% or more $ 530,130,854 51.79% $700,347,943 77.23%

Subject to discretionary withdrawal at book
value less surrender charge greater than
0% but less than 5% 327,712,985 32.01% 52,995,888 5.84%

Subject to discretionary withdrawal at book
value with no surrender charge 6,736,768 0.66% 1,381,014 0.16%

Not subject to discretionary withdrawal 159,069,009 15.54% 152,055,826 16.77%
-------------- ------ ------------ ------

$1,023,649,616 100% $906,780,671 100%
============== ======= ============ ======
</TABLE>

7. INVESTMENTS

The Company records its investments in debt securities at cost or
amortized cost. The securities are designated investment grade (NAIC SVO
categories "1" and "2") or non-investment grade (categories "3", "4", "5",
and "6"). The NAIC 's highest ratings classification includes issues
normally rated investment grade by independent rating agencies.

The NAIC SVO classified the Company's debt securities as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1994

<S> <C> <C> <C> <C>
STATEMENT PERCENT STATEMENT PERCENT
NAIC CATEGORY VALUE OF TOTAL VALUE OF TOTAL
- ---------------------------------------------- -------------- --------- ------------ ---------

1 - Highest quality $ 465,956,793 44% $386,803,462 40%
2 - High quality 382,099,503 36 404,365,864 41
3 - Medium quality 90,540,167 9 89,890,621 9
4 - Low quality 85,136,505 8 79,444,805 8
5 - Lower quality 33,748,190 3 20,727,460 2
6 - Debt securities in or near default - - - -
-------------- --------- ------------ ---------

$1,057,481,158 100% $981,232,212 100%
-------------- --------- ------------ ---------
</TABLE>

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

7. INVESTMENTS (CONTINUED)

The cost or amortized cost and the fair, or comparable value of
investments in debt securities are as follows:

COST OR GROSS UNREALIZED
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
DECEMBER 31, 1995 AMORTIZED COST GAINS LOSSES FAIR VALUE
- ----------------------------- --------------- ----------- ---------- --------------

U.S. Government
obligations $ 7,293,486 $ 163,613 ($3,498) $ 7,453,601

Obligations of states
and political subdivisions 2,364,678 55,072 0 2,419,750

Corporate securities 678,240,972 17,874,218 (649,005) 695,466,185

Other debt securities 58,473,851 637,910 (24,207) 59,087,554

Mortgage-backed securities 311,108,171 0 0 311,108,171
--------------- ----------- ---------- --------------

$ 1,057,481,158 $18,730,813 ($676,710) $1,075,535,261
--------------- ----------- ---------- --------------
</TABLE>

<TABLE>
<CAPTION>
COST OR GROSS UNREALIZED
<S> <C> <C> <C> <C>
DECEMBER 31, 1994 AMORTIZED COST GAINS LOSSES FAIR VALUE
- ----------------------------------------------- --------------- -------- ------------- ------------

U.S. Government
obligations $ 7,397,191 $ 24,923 ($594,014) $ 6,828,100

Obligations of states
and political subdivisions 2,366,854 (245,204) 2,121,650

Corporate securities 617,557,758 725,229 (26,938,415) 591,344,572

Other debt securities 33,214,353 6,908 (1,325,379) 31,895,882

Mortgage-backed securities 320,696,056 320,696,056
--------------- ------- ------------ ------------

$ 981,232,212 $757,060 ($29,103,012) $952,886,260
--------------- -------- ------------- ------------
</TABLE>

Fair values are based on published quotations of the SVO of the NAIC.
Fair values generally represent quoted market value prices for securities
traded in the public marketplace, or analytically determined values using bid
or closing prices for securities not traded in the public marketplace.
However, for certain investments for which the NAIC does not provide a value,
the Company uses the amortized cost amount as a substitute for fair value in
accordance with prescribed guidance. As of December 31, 1995 and 1994, the
fair value of investments in debt securities includes $646,886,351 and
$645,396,359, respectively, of debt securities that were valued at amortized
cost.

The cost or amortized cost and the fair value of debt securities at
December 31, 1995, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or repay obligations with or without call or prepayment
penalties.

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

7. INVESTMENTS (CONTINUED)

A summary of the cost or amortized cost and fair value of the Company's
investment in debt securities at December 31, 1995, by contractual maturity,
is as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
COST OR
AMORTIZED COST FAIR VALUE
--------------- --------------
Maturity:
In 1996 $ 8,105,072 $ 8,108,447
In 1997-2000 118,777,166 121,516,342
In 2001-2005 485,142,725 496,395,991
After 2005 134,348,024 138,406,310
Mortgage-backed securities 311,108,171 311,108,171
--------------- --------------

Total $ 1,057,481,158 $1,075,535,261
--------------- --------------
</TABLE>

Proceeds from sales of investments in fixed maturities and related gross
gains and losses on those sales are as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Year Ended Year Ended Year Ended
December 31, 1995 December 31, 1994 December 31, 1993
------------------ ------------------ ------------------

Proceeds from sales $ 193,271,491 $ 236,920,286 $ 719,448,233
Gross realized gains $ 2,078,023 $ 4,413,014 $ 18,201,325
Gross realized losses $ 1,618,499 $ 1,704,392 $ 8,824,962
</TABLE>

At December 31, 1995, debt securities with an admitted asset value of
$9,673,866 were on deposit with state insurance departments to satisfy
regulatory requirements.

8. INVESTMENT INCOME

An analysis of the Company's net investment income is as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,

<S> <C> <C> <C>
1995 1994 1993
------------ ------------ ------------

Interest on debt securities $91,585,614 $76,595,702 $65,535,483
Interest on short-term investments 554,252 397,098 393,877
Interest on cash on hand and on deposit 274,696 344,915 278,993
Equity in undistributed earnings of subsidiaries (285,874) 5,484,000
Other investment income 2,493,535 2,460,670 8,790,229
------------ ------------ ------------

Gross investment income 94,622,223 85,282,385 74,998,582
Less investment expenses (5,661,711) (5,469,720) (3,934,977)
------------ ------------ ------------

Net investment income $88,960,512 $79,812,665 $71,063,605
------------ ------------ ------------
</TABLE>

9. REINSURANCE

The maximum amount of direct universal life insurance retained on any
life is $250,000. Amounts in excess of $250,000 are ceded on a Yearly
Renewable Term basis of reinsurance. Life insurance ceded to other companies
for the years ended December 31, 1995 and 1994 totaled $53,210,000 and
$56,440,000

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

9. REINSURANCE (CONTINUED)

or 12.4% and 12.7% of life insurance in force, respectively. A
contingent liability exists with respect to insurance ceded which would
become a liability should the reinsurer be unable to meet the obligations
assumed under reinsurance agreements.

10. SURPLUS

Under the Insurance Code of the State of North Carolina, in a given
year the Company may make dividend distributions without prior approval of
the Insurance Commissioner up to the lesser of its net gain from operations
for the preceding year or 10% of surplus as of December 31 of the preceding
year. The maximum dividend that could be paid during 1996 without Insurance
Commissioner's approval is $4,761,050.

The NAIC has adopted Risk-Based Capital (RBC) requirements which
became effective December 31, 1993, that attempt to evaluate the adequacy of
a life insurance company's adjusted statutory capital and surplus in relation
to investment, insurance and other business risks. The RBC formula is used
by the states as an early warning tool to identify possible weakly
capitalized companies for the purpose of initiating regulatory action and is
not designed to be a basis for ranking the financial strength of insurance
companies. In states which have adopted the NAIC regulations, the new RBC
requirements provide for four different levels of regulatory attention
depending on the ratio of the company's adjusted capital and surplus to its
RBC. As of December 31, 1995, the adjusted capital and surplus of the
Company is substantially in excess of the minimum level of RBC that would
require regulatory response.

11. COMMITMENT AND CONTINGENT LIABILITIES

Rental expense for all leases was $722,359, $847,389 and $831,805
for 1995, 1994 and 1993, respectively. Future minimum rental commitments
under noncancelable operating leases for office space and equipment aggregate
$1,675,095 through 2000. The amounts due by year are $556,746 in 1996,
$481,205 in 1997, $281,141 in 1998, $267,002 in 1999 and $89,001 in 2000.

The Company has contingent liabilities resulting from anticipated state
guaranty association assessments for life insurers deemed insolvent during
the year. Although the total amount of this exposure is not known, a
substantial portion of the amount assessed will be recovered against future
premium taxes under current laws and regulations. As of December 31, 1995,
the Company estimates its net contingent liability for future state guaranty
association assessments is within range of $500,000 to $2,000,000. The
Company has not committed any surplus funds to reserve for the contingent
liability. The Company recognizes its obligation for guaranty fund
assessments when it receives notice that an amount is payable to a guaranty
fund. Expenses incurred for guaranty fund assessments were $1,075,244,
$431,456 and $306,826 in 1995, 1994 and 1993, respectively.

The Company has been named as a cross-defendant in a complaint filed by
The American Endeavour Fund Limited against the Company's ultimate parent and
the Company's Chairman. Management estimates the claims against the Company
cannot exceed $2 million and there are pending motions to dismiss or, in the
alternative, to stay the complaint. The Company believes that the alleged
claims are without merit. While these claims are being contested, the
outcome is not predictable with assurance. The Company believes that any
liability resulting from these claims should not have a material adverse
affect on the Company's statutory surplus.

12. ASSET VALUATION AND INTEREST MAINTENANCE RESERVES

The purpose of the AVR is to decrease the volatility of the incidence of
asset losses and to recognize the long term return expectations for equity
investments. The increase or decrease to this reserve is charged or credited
directly to surplus.

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

12. ASSET VALUATION AND INTEREST MAINTENANCE RESERVES (CONTINUED)

The purpose of the IMR is to minimize the effect of gains and losses
arising from gradual interest rate movements. All realized gains and losses
(net of tax) classified as interest related are accumulated and amortized
into net income over the remaining period to maturity of the security sold.
The effect of recording the IMR at December 31, 1995, 1994 and 1993 was to
defer total net capital gains of $10,190,326, $10,832,237 and $10,100,625,
respectively, and to recognize ($185,844), $945,197 and $1,584,804,
respectively, of IMR amortization into income.

13. FAIR VALUES OF FINANCIAL INSTRUMENTS

The following disclosure of the estimated fair values of financial
instruments is made in accordance with the requirements of Statement of
Financial Accounting Standards ("SFAS") No. 107, "Disclosure about Fair Value
of Financial Instruments." The estimated fair value amounts have been
determined using available market information and appropriate valuation
methodologies. However, considerable judgment is required to interpret
market data to develop these estimates. Accordingly, these estimates are not
necessarily indicative of the amounts which could be realized in a current
market exchange. The use of different market assumptions or estimation
methodologies may have a material effect on the estimated fair value amounts.
For financial instruments not separately disclosed below, the carrying value
is a reasonable estimate of fair value.

<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1994

<S> <C> <C> <C> <C>
CARRYING ESTIMATED CARRYING ESTIMATED
VALUE FAIR VALUE VALUE FAIR VALUE
-------------- -------------- ------------ ------------
Assets:
Debt securities $1,057,481,158 $1,090,099,356 $981,232,212 $914,143,123

Liabilities:
Insurance and annuity
reserves-investment-type
contracts $1,066,977,854 $1,094,695,606 $945,045,048 $948,989,798
</TABLE>

POLICY RESERVES

In accordance with SFAS No. 107, estimated fair values have been
calculated on policy reserves only for those products determined to be
investment-type. The estimated fair value of deferred annuity and universal
life contracts equals account value after deduction of surrender charges.
The estimated fair value of immediate annuity contracts is based on the
present value of expected benefits using a discount rate equal to the 5-year
Treasury rate.

14. CONCENTRATIONS OF CREDIT RISK

At December 31, 1995, the Company held unrated or less-than-investment
grade corporate bonds of $209,424,862. Those holdings amounted to 19.8% of
the Company's investments in bonds and less than 17.7% of the Company's total
admitted assets. The holdings of less-than-investment grade bonds are widely
diversified and management believes are of satisfactory quality based on
the Company's investment policies and credit standards.

SUPPLEMENTARY INFORMATION

Report of Independent Accountants
on Supplemental Schedule of Assets and Liabilities

February 8, 1996

To the Board of Directors and Shareholder of
London Pacific Life & Annuity Company
(A wholly-owned subsidiary of London Pacific Group Limited)

In our opinion, the accompanying Supplemental Schedule of Assets and
Liabilities is fairly stated in all material respects in relation to the basic
financial statements, taken as a whole, of London Pacific Life & Annuity
Company for the year ended December 31, 1995, which is covered by our report
dated February 8, 1996 presented in the first section of this document. Our
audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Supplemental Schedule of Assets
and Liabilities of London Pacific Life & Annuity Company as of and for the
year ended December 31, 1995 is presented for purposes of additional analysis
and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

/s/ PRICE WATERHOUSE LLP
- ------------------------

London Pacific Life & Annuity Company
Annual Statement for the Year Ended December 31, 1995
Schedule 1 - Supplemental Schedule of Assets and Liabilities

The following is a summary of certain financial data included in other
exhibits and schedules subjected to audit procedures by independent auditors
and utilized by actuaries in the determination of reserves.

Investment Income Earned

<TABLE>
<CAPTION>
<S> <C>
Government Bonds $419,725
------------
Other bonds (unaffiliated) 91,165,889
------------

Bonds of affiliates 0
------------

Preferred stocks (unaffiliated) 534,679
------------
Preferred stocks of affiliates 0
------------
Common stocks (unaffiliated) 265,384
------------
Common stocks of affiliates (285,874)
------------
Mortgage loans 0
------------
Real estate 0
------------
Premium notes, policy loans and liens 212,822
------------
Collateral loans 0
------------
Cash on hand and on deposit 274,696
------------
Short-term investments 554,252
------------
Other Invested Assets 0
------------
Derivative Instruments 195,860
------------
Aggregate write-ins for investment income 1,284,790
------------

Gross investment income $94,622,223
============

Real Estate Owned - Book Value less Encumbrances $0
============

Mortgage Loans - Book Value:
Farm mortgages $0
------------
Residential mortgages 0
------------
Commercial mortgages 0
------------

Total mortgage loans $0
============

Mortgage Loans By Standing - Book Value:
Good standing $0
============
Good standing with restructured terms $0
============
Interest overdue more than three months, not in foreclosure $0
============
Foreclosure in process $0
============

Other Long Term Assets - Statement Value $0
============
Collateral Loans $0
============
Bonds and Stocks of Parents, Subsidiaries and Affiliates - Book Value

Bonds $0
============

Preferred Stocks $0
============

Common Stocks $499,138
============
</TABLE>

Schedule 1 - Supplemental Schedule of Assets and Liabilities (continued)

Bonds and Short-term Investments by Class and Maturity:

Bonds by Maturity - Statement Value
Due within one year less $ 34,432,263
--------------
Over 1 year through 5 years 233,064,260
--------------
Over 5 years through 10 years 590,576,447
--------------
Over 10 years through 20 years 108,279,381
--------------
Over 20 years 91,128,807
--------------

Total by Maturity $1,057,481,158
==============

Bonds by Class - Statement Value
Class 1 $ 465,956,793
--------------
Class 2 382,099,503
--------------
Class 3 90,540,167
--------------
Class 4 85,136,505
--------------
Class 5 33,748,190
--------------
Class 6 0
--------------

Total by Class $1,057,481,158
==============

Total Bonds Publicly Traded $ 834,844,807
==============

Total Bonds Privately Placed $ 222,636,351
==============
Preferred Stocks - Statement Value $ 9,912,722
==============
Common Stocks - Market Value $ 1,430,013
==============
Short Term Investments - Book Value $ 69,747,096
==============
Financial Options Owned - Statement Value $ 0
==============
Financial Options Written and In force - Statement Value $ 0
==============
Collar, Swap and Forward Agreements Open - Statement Value $ 0
==============
Financial Futures Contracts Open - Current Price $ 0
==============
Cash on Deposit $ 2,664,850
==============

Life Insurance In Force:
Industrial $ 0
==============
Ordinary $ 429,950,000
==============
Credit Life $ 0
==============
Group Life $ 0
==============

Amount of Accidental Death Insurance In Force Under Ordinary Policies $ 0
==============

Life Insurance Policies with Disability Provisions In Force:

Industrial $ 0
==============

Ordinary $ 58,092,000
==============

Credit Life $ 0
==============
Group Life $ 0
==============
</TABLE>

Schedule 1 - Supplemental Schedule of Asses and Liabilities (continued)

<TABLE>
<CAPTION>
<S> <C>
Supplementary Contracts In Force:
Ordinary - Not Involving Life Contingencies
Amount on Deposit $ 0
============
Income Payable $ 15,050,486
============

Ordinary - Involving Life Contingencies
Income Payable $ 80,917
============

Group - Not Involving Life Contingencies
Amount of Deposit $ 0
============
Income Payable $ 0
============

Group - Involving Life Contingencies
Income Payable $ 0
============

Annuities:
Ordinary
Immediate - Amount of Income Payable $ 29,749,469
============
Deferred - Fully Paid Account Balance $304,257,178
============
Deferred - Not Fully Paid - Account Balance $615,778,334
============

Group
Amount of Income Payable $ 0
============
Fully Paid Account Balance $ 0
============
Not Fully Paid - Account Balance $ 0
============

Accident and Health Insurance - Premiums In Force:
Ordinary $ 0
============
Group $ 0
============
Credit $ 0
============

Deposit Funds and Dividend Accumulations:
Deposit Funds - Account Balance $ 0
============
Dividend Accumulations - Account Balance $ 0
============
Claim Payments 1995:
Group Accident and Health Year - Ended December 31, 1995 None

Other Accident and Health None

Other Coverages that use developmental methods to None
calculate claims reserves
</TABLE>

PART C

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

A. FINANCIAL STATEMENTS

The following financial statements of the Company are included in Part B
hereof:

<TABLE>

<C> <S>

1. Report of Independent Accountants.

2. Statutory Statements of Admitted Assets, Liabilities, Capital
and Surplus - December 31, 1995 and 1994.

3. Statutory Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993.

4. Statutory Statements of Changes in Capital and Surplus for the
Years Ended December 31, 1995, 1994 and 1993.

5. Statutory Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993.

6. Notes to Statutory Financial Statements.
</TABLE>

No financial statements for the Separate Account have been included herein
because, as of December 31, 1995, the Separate Account had no assets.

B. EXHIBITS

<TABLE>

<C> <S>

1. Resolution of Board of Directors of the Company authorizing the
establishment of the Separate Account.

2. Not Applicable.

3. Form of Principal Underwriter's Agreement.

4. Individual Fixed and Variable Deferred Annuity Contract.

5. Application Form.

6. (i) Copy of Articles of Incorporation of the Company.
(ii) Copy of the Bylaws of the Company.

7. Not Applicable.

8. Not Applicable.

9. Opinion and Consent of Counsel.

10. Consent of Independent Accountants.

11. Not Applicable.

12. Not Applicable.

13. Not Applicable.

14. Not Applicable.

15. Company Organizational Chart.
</TABLE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

The following are the Executive Officers and Directors of the Company:

<TABLE>

<S> <C>

Name and Principal Position and Offices
Business Address with Depositor
- ------------------------- ---------------------------------------

Ian K. Whitehead President, Chief Executive Officer
1755 Creekside Oaks Drive and Director
Sacramento, CA 95833

Arthur I. Trueger Chairman of the Board and Director
650 California Street
San Francisco, CA 94108

George C. Nicholson Chief Financial Officer, Secretary and
3109 Poplarwood Court Director
Raleigh, NC 27604

Mark E. Prillaman Executive Vice President, Marketing
1755 Creekside Oaks Drive
Sacramento, CA 95833

Susan Y. Gressel Vice President and Treasurer
3109 Poplarwood Court
Raleigh, NC 27604

Charles M. King Vice President and Controller
3109 Poplarwood Court
Raleigh, NC 27604

William J. McCarthy Vice President and Chief Actuary
3109 Poplarwood Court
Raleigh, NC 27604

Charlotte M. Stott Vice President, National Sales Manager
1755 Creekside Oaks Drive
Sacramento, CA 95833

Jerry T. Tamura Vice President, Administrative Services
1755 Creekside Oaks Drive
Sacramento, CA 95833

Randolph N. Vance Vice President, Financial Actuary
3109 Poplarwood Court
Raleigh, NC 27604

Jerry S. Waters Vice President, Technology Services
1755 Creekside Oaks Drive
Sacramento, CA 95833
</TABLE>

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

The Company organizational chart is included herein as Exhibit 15.

ITEM 27. NUMBER OF CONTRACT OWNERS

As of April 1, 1996, there was 1 Qualified Contract Owner and 0 Non-Qualified
Contract Owners.

ITEM 28. INDEMNIFICATION

The Bylaws (Article V) of the Company provide that:

Subject to the laws of the State of North Carolina, any present or former
director, officer or employee of the Company, or any person who, at the
request of the Company, express or implied, may have served as a director or
officer of another Company in which this Company owns shares or of which this
Company is a creditor, shall be entitled to reimbursement of expenses and
other liabilities, including attorney's fees actually and reasonably incurred
by him and any amount paid by him in discharge of a judgment, fine, penalty of
costs against him or paid by him in a settlement approved by a court of
competent jurisdiction, in any action or proceeding, including any civil,
criminal or administrative action, suit, hearing or proceeding, to which he is
a party by reason of being or having been a director, officer or employee of
this or such other Company. This section is not intended to extend or to
limit in any way the rights and remedies provided with respect to
indemnification of directors, officers, employees and other persons provided
by the laws of the State of North Carolina but is intended to express the
desire of the stockholders of this Company that indemnification be granted to
such directors, officers, employees and other persons to the fullest extent
allowable by such laws.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted directors and officers or controlling persons of the
Company pursuant to the foregoing, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Not Applicable.

(b) London Pacific Financial and Insurance Services is the principal
underwriter for the Contracts. The following persons are the officers and
directors of London Pacific Financial and Insurance Services.

<TABLE>

<S> <C>

Name and Principal Position and Offices
Business Address with Underwriter
- ------------------------- -----------------------------------------------

Ian K. Whitehead Director
1755 Creekside Oaks Drive
Sacramento, CA 95833

Jerry T. Tamura Chairman, President and Chief Executive Officer
1755 Creekside Oaks Drive
Sacramento, CA 95833

George C. Nicholson Treasurer and Director
3109 Poplarwood Court
Raleigh, NC 27604

Bonnie J. Bridge Secretary
1755 Creekside Oaks Drive
Sacramento, CA 95833
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Bruce Adams, whose address is 1755 Creekside Oaks Drive, Sacramento, CA 95833,
maintains physical possession of the accounts, books or documents of the
Separate Account required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and the rules promulgated thereunder.

ITEM 31. MANAGEMENT SERVICES

Not Applicable.

ITEM 32. UNDERTAKINGS

a. Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
sixteen (16) months old for so long as payment under the variable annuity
contracts may be accepted.

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

c. Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statement required to be made available under
this Form promptly upon written or oral request.

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities
Act Rule 485(b) and has caused this Registration Statement to be signed on its
behalf, in the City of Raleigh, and State of North Carolina on this 17th day
of April, 1996.

<TABLE>

<S> <C>

LPLA SEPARATE ACCOUNT ONE
-------------------------------------
Registrant

By: LONDON PACIFIC LIFE & ANNUITY COMPANY
-------------------------------------

By: /s/ GEORGE C. NICHOLSON
-------------------------------------
George C. Nicholson

By: LONDON PACIFIC LIFE & ANNUITY COMPANY
-------------------------------------
Depositor

By: /s/ GEORGE C. NICHOLSON
-------------------------------------
George C. Nicholson
</TABLE>

As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>

/s/ ARTHUR I. TRUEGER Chairman of the Board and Director 4/16/96
- ----------------------- -------
Arthur I. Trueger Date

/s/ IAN K. WHITEHEAD President, Chief Executive Officer 4/15/96
- --------------------- -------
Ian K. Whitehead and Director Date

/s/ GEORGE C. NICHOLSON Chief Financial Officer, Secretary 4/17/96
- ------------------------ -------
George C. Nicholson and Director Date
</TABLE>

EXHIBITS

POST-EFFECTIVE AMENDMENT NO. 1

FORM N-4

FOR

LPLA SEPARATE ACCOUNT ONE

LONDON PACIFIC LIFE & ANNUITY COMPANY

INDEX TO EXHIBITS

EXHIBIT PAGE

EX-99.B1 Resolution of Board of Directors of the Company
authorizing the establishment of the Separate Account.

EX-99.B3 Form of Principal Underwriter's Agreement

EX-99.B4 Individual Fixed and Variable Deferred Annuity Contract

EX-99.B5 Application Form

EX-99.B6(i) Copy of Articles of Incorporation of the Company

EX-99.B6(ii) Copy of the Bylaws of the Company

EX-99.B9 Opinion and Consent of Counsel

EX-99.B10 Consent of Independent Accountants

EX-99.B15 Company Organizational Chart

EXHIBIT 99.B1

LONDON PACIFIC LIFE & ANNUITY COMPANY
RESOLUTION
VARIABLE ANNUITY CONTRACTS

WHEREAS, the Company is desirous of developing and marketing certain
types of variable and fixed annuity contracts which may be required to be
registered with the Securities and Exchange Commission pursuant to the various
securities laws; and

WHEREAS, it will be necessary to take certain actions including, but not
limited to, establishing separate accounts for segregation of assets and
seeking approval of regulatory authorities;

NOW THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to
develop the necessary program in order to effectuate the issuance and sale of
variable and fixed annuity contracts; and further

RESOLVED, that the Company is hereby authorized to establish and to
designate one or more separate accounts of the Company in accordance with the
provisions of state insurance law. The purpose of any such separate account
shall be to provide an investment medium for such variable and fixed annuity
contacts issued by the Company as may be designated as participating therein.
Any such separate account shall receive, hold, invest and reinvest only the
monies arising from (i) premiums, contributions or payments made pursuant to
the variable and fixed annuity contracts participating therein; (ii) such
assets of the Company as shall be deemed appropriate to be invested in the
same manner as the assets applicable to the Company's reserve liability under
the variable and fixed annuity contracts participating in such separate
accounts; or as may be necessary for the establishment of such separate
accounts; (iii) the dividends, interest and gains produced by the foregoing;
and further

RESOLVED, FURTHER, that the proper officers of the Company are hereby
authorized:

(i) to register the variable and fixed annuity contracts participating in
such separate accounts under the provisions of the Securities Act of 1933 to
the extent that it shall be determined that such registration is necessary;

(ii) to register any such separate accounts with the Securities and
Exchange Commission under the provisions of the Investment Company Act of 1940
to the extent that it shall be determined that such registration is necessary;

(iii) to prepare, execute and file such amendments to any registration
statements filed under aforementioned Acts (including post-effective
amendments), supplements and exhibits thereto as they may be deemed necessary
or desirable;

(iv) to apply for exemption from those provisions of the aforementioned
Acts as shall be deemed necessary and to take any and all other actions which
shall be deemed necessary, desirable, or appropriate in connection with such
Acts;

(v) to file the variable and fixed annuity contracts participating in any
such separate accounts with the appropriate state insurance departments and to
prepare and execute all necessary documents to obtain approval of the
insurance departments;

(vi) to prepare or have prepared and execute all necessary documents to
obtain approval of, or clearance with, or other appropriate actions required,
of any other regulatory authority that may be necessary; and further

RESOLVED, FURTHER, that in connection with the offering and sale of the
fixed and variable annuity contracts in the various States of the United
States, as and to the extent necessary, the appropriate officers of the
Company be, and they hereby are, authorized to take any and all such action,
including but not limited to the preparation, execution and filing with proper
State authorities, on behalf of and in the name of the Company, of such
applications, notices, certificates, affidavits, powers of attorney, consents
to service of process, issuer's covenants, certified copies of minutes of
shareholders' and directors' meetings, bonds, escrow and impounding agreements
and other writings and instruments, as may be required in order to render
permissible the offering the sale of the fixed and variable annuity contracts
in such jurisdictions; and further

RESOLVED, FURTHER, that the forms of any resolutions required by any
State authority to be filed in connection with any of the documents or
instruments referred to in any of the preceding resolutions be, and the same
hereby are, adopted as if fully set forth herein if(l) in the opinion of the
appropriate officers of the Company, the adoption of the resolutions is
advisable and (2) the Secretary of the Company evidences such adoption by
inserting into these minutes copies of such resolutions: and further

RESOLVED, FURTHER, that the officers of the Company, and each of them,
are hereby authorized to prepare and to execute the necessary documents and to
take such further actions as may be deemed necessary or appropriate, in their
discretion, to implement the purpose of these resolutions.

DATE: November 21, 1994
-----------------

/s/ BRIAN M. LEE
-----------------------
Brian M. Lee, Secretary

EXHIBIT 99.B3

PRINCIPAL UNDERWRITER'S AGREEMENT

IT IS HEREBY AGREED by and between LONDON PACIFIC LIFE & ANNUITY COMPANY
("INSURANCE COMPANY") on behalf of LPLA SEPARATE ACCOUNT ONE (the "Variable
Account") and LONDON PACIFIC FINANCIAL AND INSURANCE SERVICES. ("PRINCIPAL
UNDERWRITER") as follows:

INSURANCE COMPANY proposes to issue and sell Individual Fixed and Variable
Deferred Annuity Contracts with flexible Contributions (the "Contracts") of
the Variable Account to the public through PRINCIPAL UNDERWRITER. The
PRINCIPAL UNDERWRITER agrees to provide sales service subject to the terms and
conditions hereof. The Contracts to be sold are more fully described in the
registration statement and prospectus hereinafter mentioned. Such Contracts
will be issued by INSURANCE COMPANY through the Variable Account.

INSURANCE COMPANY grants PRINCIPAL UNDERWRITER the exclusive right, during the
term of this Agreement, subject to registration requirements of the Securities
Act of 1933 and the Investment Company Act of 1940 and the provisions of the
Securities Exchange Act of 1934, to be the distributor of the Contracts issued
through the Variable Account. PRINCIPAL UNDERWRITER will sell the Contracts
under such terms as set by INSURANCE COMPANY and will make such sales to
purchasers permitted to buy such Contracts as specified in the prospectus.

III

PRINCIPAL UNDERWRITER shall be compensated for its distribution services in
such amount as to meet all of its obligations to selling broker-dealers with
respect to all Purchase Payments accepted by INSURANCE COMPANY on the
Contracts covered hereby.

On behalf of the Variable Account, INSURANCE COMPANY shall furnish PRINCIPAL
UNDERWRITER with copies of all prospectuses, financial statements and other
documents which PRINCIPAL UNDERWRITER reasonably requests for use in
connection with the distribution of the Contracts. INSURANCE COMPANY shall
provide to PRINCIPAL UNDERWRITER such number of copies of the current
effective prospectuses as PRINCIPAL UNDERWRITER shall request.

PRINCIPAL UNDERWRITER is not authorized to give any information, or to make
any representations concerning the Contracts or the Variable Account of
INSURANCE COMPANY other than those contained in the current registration
statements or prospectuses relating to the Variable Account filed with the
Securities and Exchange Commission or such sales literature as may be
authorized by INSURANCE COMPANY.

Both parties to this Agreement agree to keep the necessary records as
indicated by applicable state and federal law and to render the necessary
assistance to one another for the accurate and timely preparation of such
records.

VII

Agreement shall be effective upon the execution hereof and will remain in
effect unless terminated as hereinafter provided. This Agreement shall
automatically be terminated in the event of its assignment by PRINCIPAL
UNDERWRITER.

This Agreement may at any time be terminated by either party hereto upon 60
days' written notice to the other party.

VIII

All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been given on the date of
service if served personally on the party to whom notice is to be given, or on
the date of mailing if sent by First Class Mail, Registered or Certified,
postage prepaid and properly addressed.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their respective officers thereunto duly authorized.

EXECUTED this ____ day of ___________, 199_.
<TABLE>

<S> <C>

INSURANCE COMPANY

LONDON PACIFIC LIFE & ANNUITY
COMPANY

BY:_______________________________

ATTEST:________________________
Secretary

PRINCIPAL UNDERWRITER

LONDON PACIFIC FINANCIAL AND
INSURANCE SERVICES.

BY:_______________________________

ATTEST:________________________
Secretary

</TABLE>

EX-99.B4

MAILING ADDRESS: Post Office Box 29564, Raleigh, North Carolina 27626-0564
HOME OFFICE: 3109 Poplarwood Court, Raleigh, North Carolina 27604
(919) 790-2243

LONDON PACIFIC LIFE & ANNUITY COMPANY (the "Company") in consideration of the
payment of the initial Contribution issued this Contract.

RIGHT TO EXAMINE CONTRACT: Within 10 days of the date of receipt of this
Contract by the Owner, it may be returned by delivering or mailing it to the
Company at its Annuity Service Center. When the Contract is received by the
Company, it will be voided as if it has never been in force. The Company will
refund the Contract Value, computed at the end of the Valuation Period during
which this Contract is received by the Company at its Annuity Service Center.

THIS IS A LEGAL CONTRACT BETWEEN THE OWNER AND THE COMPANY

READ YOUR CONTRACT CAREFULLY

George C. Nicholson, Ian K. Whitehead,
Secretary President

INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT
WITH FLEXIBLE CONTRIBUTIONS
NONPARTICIPATING

ANNUITY PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS
CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE
VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

<PAGE>
TABLE OF CONTENTS

PAGE

CONTRACT SCHEDULE

DEFINITIONS

CONTRIBUTION PROVISIONS
Contributions
Allocation Of Contributions

SEPARATE ACCOUNT PROVISIONS
The Separate Account
Valuation Of Assets
Accumulation Units
Accumulation Unit Value
Mortality And Expense Risk Charge
Distribution Charge
Enhanced Death Benefit Charge

FIXED ACCOUNT
Fixed Account

CONTRACT VALUE

CONTRACT MAINTENANCE CHARGE
Deduction For Contract Maintenance Charge

TRANSFERS
Transfers During The Accumulation Period
Transfers During The Annuity Period

WITHDRAWAL PROVISIONS
Withdrawals
Contingent Deferred Sales Charge

PROCEEDS PAYABLE ON DEATH
Death Of Owner During The Accumulation Period
Death Benefit Amount During The Accumulation Period
Death Benefit Options During The Accumulation Period
Death Of Owner During The Annuity Period
Death Of Annuitant
Payment Of Death Benefit
Beneficiary
Change Of Beneficiary

SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION

OWNER, ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS
Owner
Joint Owner
Annuitant
Assignment Of The Contract

ANNUITY PROVISIONS
General
Annuity Date
Selection Of An Annuity Option
Frequency And Amount Of Annuity Payments
Annuity Options
Option A. Life Annuity
Option B. Life Annuity With Period Certain Of 120 Months
Option C. Joint And Survivor Annuity
Option D. Period Certain
Annuity
Fixed Annuity
Variable Annuity
Annuity Unit
Mortality Tables

GENERAL PROVISIONS
The Contract
Misstatement Of Age
Incontestability
Modification
Non-Participating
Evidence Of Survival
Proof Of Age
Protection Of Proceeds
Reports
Taxes
Regulatory Requirements

ANNUITY TABLES

<PAGE>
CONTRACT SCHEDULE

OWNER: [John Smith] AGE AND SEX: [50 Male]

ANNUITANT: [John Smith] AGE AND SEX: [50 Male]

CONTRACT NUMBER: [12345] ISSUE DATE: [July 01, 1995]

ANNUITY DATE: [July 01, 2010]

CONTRIBUTIONS:

INITIAL CONTRIBUTION: [$10,000 Non-Qual; $1,000 IRA]

MINIMUM SUBSEQUENT CONTRIBUTION: [$1,000; or if the periodic investment
plan is elected: $100]

MAXIMUM TOTAL CONTRIBUTIONS: [$1M without Company approval except for
issue ages greater than 75 for which the maximum total contribution is
$500,000]

ALLOCATION GUIDELINES:

[1. There are no limitations on the number of Sub-Accounts that can be
selected by an Owner.

2. Allocations must be in whole percentages with 10% of each
Contribution or transfer as a minimum, unless the Contribution or transfer is
being made pursuant to an approved Dollar Cost Averaging Program or an
approved Asset Allocation Program.

3. If the Contribution and forms required to issue a Contract are in
good order, the initial Contribution will be credited to the Contract within
two (2) business days after receipt at the Annuity Service Center. Additional
Contributions will be credited to the Contract as of the Valuation Period when
they are received.]

BENEFICIARY:
[As designated by the Owner at the Issue Date, unless subsequently changed.]

CONTRACT MAINTENANCE CHARGE:
[The Contract Maintenance Charge is currently $36.00 each Contract Year.
However, during the Accumulation Period if the Contract Value in the Separate
Account and the Fixed Account on the Contract Anniversary is at least $50,000,
then no Contract Maintenance Charge is deducted. If a total withdrawal is made
on other than a Contract Anniversary and the Contract Value for the Valuation
Period during which the total withdrawal is made is less than $50,000, the
full Contract Maintenance Charge will be deducted at the time of the total
withdrawal. During the Annuity Period, the Contract Maintenance Charge will be
deducted pro-rata from Annuity Payments regardless of Contract size and will
result in a reduction of each Annuity Payment.]

MORTALITY AND EXPENSE RISK CHARGE:
[The Mortality and Expense Risk Charge is equal, on an annual basis, to 1.25%
of the average daily net asset value of each Sub-Account of the Separate
Account.]

ADMINISTRATIVE CHARGE:
[The Administrative Charge is equal, on an annual basis, to .15% of the
average daily net asset value of each Sub-Account of the Separate Account.]

DISTRIBUTION CHARGE:
[The Distribution Charge is equal, on an annual basis, to .10% of the average
daily net asset value of each Sub-Account of the Separate Account.]

ENHANCED DEATH BENEFIT CHARGE:
[The current Enhanced Death Benefit Charge is 0.]

TRANSFERS:
NUMBER OF TRANSFERS: [Subject to any restrictions imposed on transfers by
the Company, there are currently no restrictions on the number of transfers
that can be made. The Company reserves the right to further limit the number
of transfers in the future.]

TRANSFER FEE: [The Transfer Fee is the lesser of $20.00 or 2% of the
amount transferred. Currently, the Company does not assess a Transfer Fee on
the first 12 transfers in a Contract Year. Transfers made at the end of the
Right to Examine Contract period by the Company and any transfers made
pursuant to an approved Dollar Cost Averaging Program or pursuant to an
approved Asset Allocation Program will not be counted in determining the
application of the Transfer Fee.]

MINIMUM AMOUNT TO BE TRANSFERRED: [$500 (from (i) one or multiple
Sub-Accounts; or (ii) the Fixed Account if during the Accumulation Period) or
the Owner's entire interest in the Sub-Account or the Fixed Account, if less.
Transfers made pursuant to an approved Dollar Cost Averaging Program or
pursuant to an approved Asset Allocation Program will not be subject to these
limitations.]

MINIMUM AMOUNT WHICH MUST REMAIN IN A SUB-ACCOUNT AFTER A TRANSFER:
[$500; or $0 if the entire amount in the Sub-Account is transferred. Transfers
made pursuant to an approved Dollar Cost Averaging Program or pursuant to an
approved Asset Allocation Program will not be subject to this limitation.]

MINIMUM AMOUNT WHICH MUST REMAIN IN THE FIXED ACCOUNT AFTER A TRANSFER:

[1. $500, or

2. $0 if the entire amount in any Guarantee Period is transferred.

3. Transfers made from any Guarantee Period pursuant to an approved
Dollar Cost Averaging Program or pursuant to an approved Asset Allocation
Program will not be subject to these limitations.]

WITHDRAWALS:
CONTINGENT DEFERRED SALES CHARGE:

[CONTRACT YEAR CHARGE AS A % OF UNLIQUIDATED
CONTRIBUTION WITHDRAWN

1 year 7%
2 years 7%
3 years 6%
4 years 5%
5 years 4%
6 years 3%
7 years 2%
8 years or more 0%]

FREE WITHDRAWAL: [A Free Withdrawal can be made once each Contract Year unless
the Systematic Withdrawal Option is selected. A Free Withdrawal is the
non-cumulative amount which the Owner may take as a partial withdrawal each
Contract Year without being subject to the Contingent Deferred Sales Charge.
The Free Withdrawal amount may be up to 10% of unliquidated Contributions.
Unliquidated means not previously surrendered or withdrawn. For purposes of
calculating the Free Withdrawal amount and the Contingent Deferred Sales
Charge, amounts withdrawn as a Free Withdrawal are not considered a
liquidation of Contributions. If the Systematic Withdrawal Option is selected,
the once a Contract Year limitation is waived if there have been no other Free
Withdrawals during the current Contract Year. Systematic withdrawals can be
made monthly, quarterly, semi-annually or annually.]

MINIMUM PARTIAL WITHDRAWAL: [$500]

MINIMUM CONTRACT VALUE WHICH MUST REMAIN IN THE CONTRACT AFTER A PARTIAL
WITHDRAWAL: [The greater of (i) $2,000; or (ii) 150% of the applicable
Contingent Deferred Sales Charge.]

MINIMUM CONTRACT VALUE WHICH MUST REMAIN IN A SUB-ACCOUNT AFTER A PARTIAL
WITHDRAWAL: [$500]

MINIMUM CONTRACT VALUE WHICH MUST REMAIN IN THE FIXED ACCOUNT AFTER A PARTIAL
WITHDRAWAL: [$500]

ELIGIBLE FUNDS: SUB-ACCOUNTS:
[LPT Variable Insurance Series Trust]

[Strong Growth Portfolio Strong Growth Sub-Account]
[MAS Value Portfolio MAS Value Sub-Account]
[Berkeley Smaller Companies Portfolio Berkeley Smaller Companies
Sub-Account]
[Lexington Corporate Leaders Lexington Corporate Leaders
Portfolio Sub-Account]
[Strong International Stock Portfolio Strong International Stock
Sub-Account]
[Salomon Brothers U.S. Quality Bond Salomon Brothers U.S. Quality Bond
Portfolio Sub-Account]
[Salomon Brothers Money Market Salomon Brothers Money Market
Portfolio Sub-Account]
[MFS Total Return Portfolio MFS Total Return Sub-Account]

SEPARATE ACCOUNT: [LPLA Separate Account One]

FIXED ACCOUNT:
Minimum Guaranteed Interest Rate: [3%]
Initial Guaranteed Interest Rate: [X%]

RIDERS: [Enhanced Death Benefit Endorsement]
[IRA Endorsement]
[Convalescent Care Facility/Terminal Illness Waiver of Contingent
Deferred Sales Charges Endorsement]
ANNUITY SERVICE CENTER:
London Pacific Life & Annuity Company or London Pacific Life & Annuity Company
Annuity Service Center Annuity Service Center
P.O. Box 29564 3109 Poplarwood Court
Raleigh, North Carolina 27626 Raleigh, North Carolina 27604
(800) 852-3152
(919) 790-2243

<PAGE>
DEFINITIONS

ACCUMULATION PERIOD: The period prior to the Annuity Date during which
Contributions may be made.

ACCUMULATION UNIT: A unit of measure used to determine the value of an Owner's
interest in a Sub-Account of the Separate Account during the Accumulation
Period.

AGE: The age of any Owner or Annuitant on his/her last birthday.

ANNUITANT: The natural person on whose life Annuity Payments are based. On or
after the Annuity Date, the Annuitant shall also include any Joint Annuitant.

ANNUITY DATE: The date on which Annuity Payments begin. The Annuity Date is
shown on the Contract Schedule.

ANNUITY OPTIONS: Options available for Annuity Payments.

ANNUITY PAYMENTS: The series of payments made to the Owner or any named payee
after the Annuity Date under the Annuity Option selected.

ANNUITY PERIOD: The period of time beginning with the Annuity Date during
which Annuity Payments are made.

ANNUITY RESERVES: The assets which the Company has determined support the
Annuity Option selected by the Owner during the Annuity Period.

ANNUITY SERVICE CENTER: The office indicated on the Contract Schedule of this
Contract to which notices, requests and Contributions must be sent. All sums
payable by the Company under this Contract are payable only at the Annuity
Service Center.

ANNUITY UNIT: A unit of measure used to calculate Variable Annuity Payments
during the Annuity Period.

BENEFICIARY: The person(s) or entity(ies) who will receive the death benefit
payable under a Contract.

COMPANY: London Pacific Life & Annuity Company.

CONTRACT ANNIVERSARY: An Anniversary of the Issue Date.

CONTRACT VALUE: The dollar value as of any Valuation Period of all amounts
accumulated in the Contract.

CONTRACT WITHDRAWAL VALUE: The Contract Value less any applicable Premium Tax,
less any Contingent Deferred Sales Charge, less any applicable Contract
Maintenance Charge.

CONTRACT YEAR: The first Contract Year is the annual period which begins on
the Issue Date. Subsequent Contract Years begin on each anniversary of the
Issue Date.

CONTRIBUTION: A payment made by or on behalf of an Owner with respect to this
Contract.

EFFECTIVE DATE: The date the Company declares a Guaranteed Interest Rate for a
specified Guarantee Period. The Initial Guaranteed Interest Rate for the
selected Guarantee Period is shown on the Contract Schedule.

ELIGIBLE FUND: An investment entity shown on the Contract Schedule.

FIXED ACCOUNT: An investment option within the General Account where the
Company guarantees the rate of interest for the specified Guarantee Period.

FIXED ANNUITY: A series of payments made during the Annuity Period which are
guaranteed as to dollar amount by the Company.

GUARANTEE PERIOD: A one year period, commencing on the Issue Date, for which
the Guaranteed Interest Rate is credited. Upon each Contract Anniversary, a
new one year Guarantee Period commences.

GUARANTEED INTEREST RATE: The interest rate credited to the Contract Value by
the Company for any given Guarantee Period.

GENERAL ACCOUNT: The Company's general investment account which contains all
the assets of the Company with the exception of the Separate Account and other
segregated asset accounts.

ISSUE DATE: The date on which the Contract became effective. The Issue Date is
shown on the Contract Schedule.

OWNER: The person or entity entitled to the ownership rights stated in this
Contract.

PORTFOLIO: A segment of an Eligible Fund which constitutes a separate and
distinct class of shares. Portfolios which are available for investment by the
Sub-Accounts under this Contract are shown on the Contract Schedule.

PREMIUM TAX: Any premium taxes paid to any governmental entity and assessed
against Contributions or Contract Value.

SEPARATE ACCOUNT: The Company's Separate Account designated on the Contract
Schedule.

SUB-ACCOUNT: Separate Account assets are divided into Sub-Accounts which are
listed on the Contract Schedule. Assets of each Sub-Account will be invested
in shares of an Eligible Fund or a Portfolio of an Eligible Fund.

VALUATION DATE: Each day on which the Company and the New York Stock Exchange
("NYSE") are open for business.

VALUATION PERIOD: The period of time beginning at the close of business of the
NYSE on each Valuation Date and ending at the close of business for the next
succeeding Valuation Date.

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in
relation to the investment performance of specified Sub-Accounts of the
Separate Account.

WRITTEN REQUEST: A request in writing, in a form satisfactory to the Company,
which is received by the Annuity Service Center.

CONTRIBUTION PROVISIONS

CONTRIBUTIONS : The initial Contribution is due on the Issue Date. Subject to
the maximum and minimum amounts shown on the Contract Schedule, the Owner may
make subsequent Contributions and may increase or decrease or change the
frequency of such Contributions. The Company reserves the right to reject any
Application or Contribution.

ALLOCATION OF CONTRIBUTIONS : Contributions are allocated to the Fixed Account
and/or to one or more Sub-Accounts of the Separate Account in accordance with
the selections made by the Owner. The allocation of the initial Contribution
is made in accordance with the selection made by the Owner at the Issue Date
and must be in accordance with the Allocation Guidelines set forth on the
Contract Schedule. Unless otherwise changed by the Owner, subsequent
Contributions are allocated in the same manner as the initial Contribution.
Allocation of the Contributions is subject to the terms and conditions imposed
by the Company. The Company has reserved the right to allocate initial
Contributions to the Money Market Sub-Account until the expiration of the
Right to Examine Contract period.

SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT : The Separate Account is designated on the Contract
Schedule and consists of assets set aside by the Company, which are kept
separate from that of the general assets and all other separate account assets
of the Company. The assets of the Separate Account equal to reserves and other
liabilities will not be charged with liabilities arising out of any other
business the Company may conduct.

The Separate Account assets are divided into Sub-Accounts. The Sub-Accounts
which are available under this Contract are listed on the Contract Schedule.
The assets of the Sub-Accounts are allocated to the Eligible Funds(s) and the
Portfolio(s), if any, within an Eligible Fund, shown on the Contract Schedule.
The Company may, from time to time, add an additional Eligible Fund(s) or
Portfolio(s) to those shown on the Contract Schedule. The Owner may be
permitted to transfer Contract Values or allocate Contributions to the
additional Sub-Account(s) within the Separate Account. However, the right to
make such transfers or allocations will be limited by the terms and conditions
imposed by the Company.

Should the shares of any such Eligible Fund(s) or any Portfolio(s) within an
Eligible Fund become unavailable for investment by the Separate Account, or
the Company's Board of Directors deems further investment in these shares
inappropriate, the Company may limit further purchase of such shares or
substitute shares of another Eligible Fund or Portfolio for shares already
purchased under this Contract.

VALUATION OF ASSETS : The assets of the Separate Account are valued at their
fair market value in accordance with procedures of the Company.

ACCUMULATION UNITS : Accumulation Units shall be used to account for all
amounts allocated to or withdrawn from the Sub-Accounts of the Separate
Account as a result of Contributions, withdrawals, transfers, or fees and
charges. The Company will determine the number of Accumulation Units of a
Sub-Account purchased or cancelled. This will be done by dividing the amount
allocated to (or the amount withdrawn from) the Sub-Account by the dollar
value of one Accumulation Unit of the Sub-Account as of the end of the
Valuation Period during which the request for the transaction is received at
the Annuity Service Center.

ACCUMULATION UNIT VALUE : The Accumulation Unit Value for each Sub-Account was
arbitrarily set initially at $10. The Accumulation Unit Value for each
Sub-Account for any later Valuation Period is determined by subtracting (2)
from (1) and dividing the result by (3) where:

1. is the result of:

a. the assets of the Sub-Account attributable to Accumulation Units;
plus or minus

b. the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation of
the Sub-Account.

2. is the cumulative unpaid charge for the Mortality and Expense Risk
Charge, for the Administrative Charge, for the Distribution Charge, and for
the Enhanced Death Benefit Charge, if any, which are shown on the Contract
Schedule; and

3. is the number of Accumulation Units outstanding at the end of the
Valuation Period.

The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.

MORTALITY AND EXPENSE RISK CHARGE : Each Valuation Period, the Company deducts
a Mortality and Expense Risk Charge from each Sub-Account of the Separate
Account which is equal, on an annual basis, to the amount shown on the
Contract Schedule. The Mortality and Expense Risk Charge compensates the
Company for assuming the mortality and expense risks under this Contract.

ADMINISTRATIVE CHARGE: Each Valuation Period, the Company deducts an
Administrative Charge from each Sub-Account of the Separate Account which is
equal, on an annual basis, to the amount shown on the Contract Schedule. The
Administrative Charge compensates the Company for the costs associated with
the administration of this Contract and the Separate Account.

DISTRIBUTION CHARGE : Each Valuation Period, the Company deducts a
Distribution Charge from each Sub-Account of the Separate Account which is
equal, on an annual basis, to the amount shown on the Contract Schedule. The
Distribution Charge compensates the Company for the costs associated with the
distribution of the Contracts.

ENHANCED DEATH BENEFIT CHARGE : If an Enhanced Death Benefit Option has been
issued pursuant to this Contract, each Valuation Period the Company deducts an
Enhanced Death Benefit Charge from the Separate Account which is equal, on an
annual basis, to the amount shown on the Contract Schedule. The Enhanced Death
Benefit Charge compensates the Company for assuming the mortality risks for
the Enhanced Death Benefit Option Endorsement attached to this Contract.

FIXED ACCOUNT

FIXED ACCOUNT : Initial Contributions allocated to the Fixed Account are
credited at the Initial Guaranteed Interest Rate for the Guarantee Period. The
Initial Guaranteed Interest Rate is shown on the Contract Schedule. During the
thirty (30) days prior to the end of the Guarantee Period, the Owner may renew
the Guarantee Period or transfer all or a portion of the amount to the
Separate Account. Upon renewal, the Guaranteed Interest Rate will be the
greater of: (1) the Company's Guaranteed Interest Rate in effect on the
Contract Anniversary date or, (2) the Minimum Guaranteed Interest Rate shown
on the Contract Schedule. If the Owner does not specify a transfer to the
Separate Account, the amount will be renewed for a new Guarantee Period. All
interest payable under the Contract is compounded annually on a daily basis.

The Fixed Account value of a Contract at any time is equal to:

1. the Contributions allocated to the Fixed Account: plus

2. the Contract Value transferred to the Fixed Account: plus

3. interest credited to the Contract Value in the Fixed Account: less

4. any withdrawals of a Contract Value in the Fixed Account, any
Contingent Deferred Sales Charge and the Contract Maintenance Charge, if any;
less

5. any Contract Value transferred from the Fixed Account; less

6. any applicable Premium Taxes or Transfer Fees.

Any subsequent Contributions and transfers to the Fixed Account will be
allocated to the remaining term of the Guarantee Period, and receive a
credited rate of the greater of: (1) the Company's Guaranteed Interest Rate in
effect on the date of the Contribution or transfer, or (2) the Minimum
Guaranteed Interest Rate.

CONTRACT VALUE

The Contract Value for any Valuation Period is the sum of the Contract Value
in each of the Sub-Accounts of the Separate Account and the Contract Value in
the Fixed Account.

The Contract Value in a Sub-Account of the Separate Account is determined by
multiplying the number of Accumulation Units allocated to the Sub-Account by
the Accumulation Unit value.

Withdrawals will result in the cancellation of Accumulation Units in a
Sub-Account or a reduction in the Fixed Account, as applicable.

CONTRACT MAINTENANCE CHARGE

DEDUCTION FOR CONTRACT MAINTENANCE CHARGE : On each Contract Anniversary the
Company will deduct a Contract Maintenance Charge from the Contract Value to
reimburse it for expenses relating to maintenance of this Contract. The
Contract Maintenance Charge will be deducted from the Fixed Account and the
Sub-Accounts in the Separate Account in the same proportion that the amount of
Contract Value in the Fixed Account and each Sub-Account bears to the total
Contract Value. The Contract Maintenance Charge is deducted from the Separate
Account by cancelling Accumulation Units from each applicable Sub-Account. The
Contract Maintenance Charge is shown on the Contract Schedule. During the
Accumulation Period, the Contract Maintenance Charge will be deducted from the
Contract Value on each Contract Anniversary while this Contract is in force.
If a total withdrawal is made on other than a Contract Anniversary, the full
Contract Maintenance Charge will be deducted at the time of withdrawal. During
the Annuity Period, the Contract Maintenance Charge will be deducted from
Annuity Payments and will result in a reduction of each Annuity Payment.

TRANSFERS

TRANSFERS DURING THE ACCUMULATION PERIOD : Subject to any limitation imposed
by the Company on the number of transfers during the Accumulation Period shown
on the Contract Schedule, the Owner may transfer all or part of the Contract
Value in a Sub-Account or the Fixed Account by Written Request without the
imposition of any fee or charge if there have been no more than the number of
free transfers shown on the Contract Schedule for the Contract Year. All
transfers are subject to the following:

1. If more than the number of free transfers, shown on the Contract
Schedule, have been made in a Contract Year, the Company will deduct a
Transfer Fee, shown on the Contract Schedule, for each subsequent transfer
permitted. The Transfer Fee will be deducted from the Contract Value in the
Fixed Account or the Sub-Account from which the transfer is made. However, if
the Owner's entire Contract Value in the Fixed Account or a Sub-Account is
being transferred, the Transfer Fee will be deducted from the amount which is
transferred. If the Contract Value is being transferred from more than one
Sub-Account or a Sub-Account and the Fixed Account, any Transfer Fee will be
allocated to the Fixed Account and to those Sub-Accounts on a pro-rata basis
in proportion to the amount transferred from each. A transfer from the Fixed
Account is made for a Contract with multiple Contributions during the
Guarantee Period by a transfer from the Contribution with the most recent
Effective Date.

2. The minimum amount which can be transferred is shown on the Contract
Schedule. The minimum amounts which must remain in a Sub-Account and in the
Fixed Account are shown on the Contract Schedule.

3. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege described
above.

If the Owner elects to use this transfer privilege, the Company will not be
liable for transfers made in accordance with the Owner's instructions. All
amounts and Accumulation Units will be determined as of the end of the
Valuation Period during which the request for transfer is received at the
Annuity Service Center.

TRANSFERS DURING THE ANNUITY PERIOD : During the Annuity Period, the Owner may
make transfers, by Written Request, as follows:

1. The Owner may make transfers of Contract Value between Sub-Accounts,
subject to any limitation imposed by the Company on the number of transfers
shown on the Contract Schedule. If more than the number of free transfers,
shown on the Contract Schedule, have been made in a Contract Year, the Company
will deduct a Transfer Fee, shown on the Contract Schedule, for each
subsequent transfer permitted. The Transfer Fee will be deducted from the
amount which is transferred.

2. The Owner may once each Contract year, make a transfer from one or
more Sub-Accounts to the Fixed Account. The Owner may not make a transfer from
the Fixed Account to the Separate Account.

4. The minimum amount which can be transferred from a Sub-Account is
shown on the Contract Schedule. The minimum amount which must remain in a
Sub-Account is shown on the Contract Schedule.

5. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege described
above.

If the Owner elects to use this transfer privilege, the Company will not be
liable for transfers made in accordance with the Owner's instructions. All
amounts and Annuity Unit Values will be determined as of the end of the
Valuation Period during which the request for transfer is received at the
Annuity Service Center.

WITHDRAWAL PROVISIONS

WITHDRAWALS : During the Accumulation Period, the Owner may, upon Written
Request, make a total or partial withdrawal of the Contract Withdrawal Value.

Unless the Owner instructs the Company otherwise, a partial withdrawal will be
made from the Separate Account. A partial withdrawal from the Separate Account
will result in the cancellation of Accumulation Units from each applicable
Sub-Account in the ratio that the Owner's interest in the Sub-Account bears to
the total Contract Value allocated to the Separate Account. The Owner must
specify by Written Request in advance which Sub-Account Accumulation Units are
to be cancelled if other than the above method is desired.

A partial withdrawal is taken first from the Contract Withdrawal Value for
which the Free Withdrawal provision applies and then from the Contract
Withdrawal Value for which a Contingent Deferred Sales Charge is applied. A
partial withdrawal from the Fixed Account is made for a Contract with multiple
Contributions during the Guarantee Period by a withdrawal from the
Contribution with the most recent Effective Date.

Each partial withdrawal must be for an amount which is not less than the
amount shown on the Contract Schedule. The minimum Contract Value which must
remain in a Sub-Account, or in the Fixed Account, after a partial withdrawal
is shown on the Contract Schedule.

CONTINGENT DEFERRED SALES CHARGE : Upon a withdrawal of the unliquidated
Contribution a Contingent Deferred Sales Charge as set forth on the Contract
Schedule will be assessed. The Contingent Deferred Sales Charge will not be
assessed under certain circumstances as set forth on the Contract Schedule
under "Free Withdrawal."

PROCEEDS PAYABLE ON DEATH

DEATH OF OWNER DURING THE ACCUMULATION PERIOD : Upon the death of the Owner,
or Joint Owner, prior to the Annuity Date, the death benefit will be paid to
the Beneficiary(ies) designated by the Owner. Upon the death of a Joint Owner,
the surviving Joint Owner, if any, will be treated as the Primary Beneficiary.
Any other Beneficiary designation on record at the time of death will be
treated as a Contingent Beneficiary.

A Beneficiary may request that the death benefit be paid under one of the
Death Benefit Options below. If the Beneficiary is the spouse of the Owner he
or she may elect to continue the Contract at the then current Contract Value
in his or her own name and exercise all the Owner's rights under the Contract.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD : The death benefit will
be the Contract Value determined as of the end of the Valuation Period during
which the Company receives both due proof of death and an election for the
payment method less any applicable Contingent Deferred Sales Charge determined
at the time the death benefit is paid.

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD : A non-spousal
Beneficiary must elect the death benefit to be paid under one of the following
options in the event of the death of the Owner during the Accumulation Period:

OPTION 1 - lump sum payment of the death benefit; or

OPTION 2 - the payment of the entire death benefit within 5 years of the
date of the death of the Owner; or

OPTION 3 - payment of the death benefit under an Annuity Option over the
lifetime of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary with distribution beginning within one year of
the date of death of the Owner or any Joint Owner.

Any portion of the death benefit not applied under Option 3 within one year of
the date of the Owner's death, must be distributed within five years of the
date of death.

If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.

Payment to the Beneficiary, other than in a single sum, may only be elected
during the sixty-day period beginning with the date of receipt of proof of
death.

DEATH OF OWNER DURING THE ANNUITY PERIOD : If the Owner, or a Joint Owner, who
is not the Annuitant, dies during the Annuity Period, any remaining payments
under the Annuity Option elected will continue at least as rapidly as under
the method of distribution in effect at such Owner's death. Upon the death of
the Owner during the Annuity Period, the Beneficiary becomes the Owner.

DEATH OF ANNUITANT : Upon the death of an Annuitant, who is not the Owner,
during the Accumulation Period, the Owner may designate a new Annuitant,
subject to the Company's underwriting rules then in effect. If no designation
is made within 30 days of the death of the Annuitant, the Owner will become
the Annuitant. If the Owner is a non-natural person, the death of the
Annuitant will be treated as the death of the Owner and a new Annuitant may
not be designated.

PAYMENT OF DEATH BENEFIT : The Company will require due proof of death before
any death benefit is paid. Due proof of death will be:

1. a certified death Certificate; or

2. a certified decree of a court of competent jurisdiction as to the
finding of death; or

3. any other proof satisfactory to the Company.

All death benefits will be paid in accordance with applicable law or
regulations governing death benefit payments.

BENEFICIARY : The Beneficiary designation in effect on the Issue Date will
remain in effect until changed. The Beneficiary is entitled to receive the
benefits to be paid at the death of the Owner.

Unless the Owner provides otherwise, the death benefit will be paid in equal
shares to the survivor(s) as follows:

1. to the Primary Beneficiary(ies) who survive the Owner's and/or the
Annuitant's death, as applicable; or if there are none

2. to the Contingent Beneficiary(ies) who survive the Owner's and/or the
Annuitant's death, as applicable; or if there are none

3. to the estate of the Owner.

CHANGE OF BENEFICIARY : Subject to the rights of any irrevocable
Beneficiary(ies), the Owner may change the Primary Beneficiary(ies) or
Contingent Beneficiary(ies). A change may be made by Written Request. The
change will take effect as of the date the Written Request is signed. The
Company will not be liable for any payment made or action taken before it
records the change.

SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION

The Company reserves the right to suspend or postpone payments from the
Separate Account for a withdrawal or transfer for any period when:

1. the New York Stock Exchange is closed (other than customary weekend
and holiday closings);

2. trading on the New York Stock Exchange is restricted;

3. an emergency exists as a result of which disposal of securities held
in the Separate Account is not reasonably practicable or it is not reasonably
practicable to determine the value of the Separate Account's net assets; or

4. during any other period when the Securities and Exchange Commission,
by order, so permits for the protection of Owners;

provided that applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2) and (3)
exist.

The Company further reserves the right to postpone payments from the Fixed
Account for a period of up to six months.

OWNER, ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS

OWNER : The Owner has all interest and right to amounts held in his or her
Contract. The Owner is the person designated as such on the Issue Date, unless
changed.

The Owner may change owners of the Contract at any time prior to the Annuity
Date by Written Request. A Change of Owner will automatically revoke any prior
designation of Owner. The change will become effective as of the date the
Written Request is signed. A new designation of Owner will not apply to any
payment made or action taken by the Company prior to the time it was received.

JOINT OWNER : A Contract can be owned by Joint Owners. If Joint Owners are
named, any Joint Owner must be the spouse of the other Owner. Upon the death
of either Owner, the surviving spouse will be the Primary Beneficiary. Any
other Beneficiary designation will be treated as a Contingent Beneficiary
unless otherwise indicated in a Written Request.

ANNUITANT : The Annuitant is the person on whose life Annuity Payments are
based. The Annuitant is the person designated by the Owner at the Issue Date,
unless changed prior to the Annuity Date. The Annuitant may not be changed in
a Contract which is owned by a non-natural person. Any change of Annuitant is
subject to the Company's underwriting rules then in effect.

ASSIGNMENT OF THE CONTRACT : A Written Request specifying the terms of an
assignment of the Contract must be provided to the Annuity Service Center.
Until the Written Request is received, the Company will not be required to
take notice of or be responsible for any transfer of interest in the Contract
by assignment, agreement, or otherwise.

If the Contract is assigned, the Owner's rights may only be exercised with the
consent of the assignee of record.

ANNUITY PROVISIONS

GENERAL : On the Annuity Date, the Adjusted Contract Value will be applied
under the Annuity Option selected by the Owner. Annuity Payments may be made
on a fixed or variable basis or both.

ANNUITY DATE : The Annuity Date is selected by the Owner at the Issue Date.
The Annuity Date is shown on the Contract Schedule. The Annuity Date must be
the first day of a calendar month and must be at least one month after the
Issue Date. The Annuity Date may not be later than when the Annuitant reaches
attained age 85 or 10 years after the Issue Date for issue ages after age 75.

Prior to the Annuity Date, the Owner subject to the above, may change the
Annuity Date by Written Request. Any change must be requested at least seven
(7) days prior to the new Annuity Date.

SELECTION OF AN ANNUITY OPTION : An Annuity Option is selected by the Owner at
the time the Contract is issued. Prior to the Annuity Date, the Owner can
change the Annuity Option selected by Written Request. Any change must be
requested at least seven (7) days prior to the Annuity Date.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS : Annuity Payments are paid in
monthly installments. The Adjusted Contract Value is applied to the Annuity
Table for the Annuity Options selected. If the Adjusted Contract Value to be
applied under an Annuity Option is less than $2,000, the Company reserves the
right to make a lump sum payment in lieu of Annuity Payments. If the Annuity
Payment would be or become less than $200 where only a Fixed Annuity Payment
or a Variable Annuity is selected, or if the Annuity Payment would be or
become less than $100 on each basis when a combination of Fixed and Variable
Annuities are selected, the Company will reduce the frequency of payments to
an interval which will result in each payment being at least $200, or $100 on
each basis if a combination of Fixed and Variable Annuities is selected.

ANNUITY OPTIONS : The following Annuity Options or any other Annuity Option
acceptable to the Company may be selected:

OPTION A. LIFE ANNUITY : Monthly Annuity Payments during the life of the
Annuitant.

OPTION B. LIFE ANNUITY WITH PERIOD CERTAIN OF 120 MONTHS : Monthly
Annuity Payments during the lifetime of the Annuitant and in any event for one
hundred twenty (120) months. If the Beneficiary does not desire payments to
continue for the remainder of the guarantee period, he/she may elect to have
the present value of the guaranteed annuity payments remaining commuted and
paid in a lump sum.

OPTION C. JOINT AND SURVIVOR ANNUITY : Monthly Annuity Payments payable
during the joint lifetime of the Annuitant and a Joint Annuitant and then
during the lifetime of the survivor at 66 2/3%.

OPTION D. PERIOD CERTAIN : Monthly payments will be made for a specified
period. The specified period must be at least ten (10) years and cannot be
more than thirty (30) years. If the Owner does not desire payments to continue
for the remainder of the selected period, he/she may elect to have the present
value of the remaining payments to be made from the Separate Account commuted
and paid in a lump sum or as an Annuity Option purchased at the date of such
election.

Annuity Options A, B, C and D are available on a Fixed Annuity basis, a
Variable Annuity basis or a combination of both. If no Annuity Option is
selected, Option B will automatically be applied. Election of a Fixed Annuity
or a Variable Annuity must be made no later than fifteen (15) days prior to
the Annuity Date. If no election is made as between a Fixed Annuity and a
Variable Annuity, the Variable Annuity will be the default option.

ANNUITY : If the Owner selects a Fixed Annuity, the Adjusted Contract Value is
allocated to the General Account and the Annuity is paid as a Fixed Annuity.
If the Owner selects a Variable Annuity, the Adjusted Contract Value will be
allocated to the Sub-Account of the Separate Account in accordance with the
selection made by the Owner, and the Annuity will be paid as a Variable
Annuity. The Owner can also select a combination of a Fixed and Variable
Annuity and the Adjusted Contract Value will be allocated accordingly. Unless
the Owner specifies otherwise, the payee of the Annuity Payments shall be the
Owner.

The Adjusted Contract Value will be applied to the applicable Annuity Table
contained in the Contract based upon the Annuity Option selected by the Owner.
The amount of the first payment for each $1,000 of Adjusted Contract Value is
shown in the Annuity Tables. If, as of the Annuity Date, the current Annuity
Option rates applicable to this class of Contracts provide an initial Annuity
Payment greater than that guaranteed under the same Annuity Option under a
Contract, the greater payment will be made.

FIXED ANNUITY : The Owner may elect to have the Adjusted Contract Value
applied to provide a Fixed Annuity. The dollar amount of each Fixed Annuity
Payment shall be determined in accordance with Annuity Tables contained in
this Contract which are based on the minimum guaranteed interest rate of 3%
per year. The dollar amount of each Fixed Annuity Payment will be reduced by
the applicable portion of the Contract Maintenance Charge. After the initial
Fixed Annuity Payment, the payments will not change regardless of investment,
mortality or expense experience.

VARIABLE ANNUITY : Variable Annuity Payments reflect the investment
performance of the Separate Account in accordance with the allocation of the
Adjusted Contract Value to the Sub-Accounts during the Annuity Period.
Variable Annuity Payments are not guaranteed as to dollar amount.

The dollar amount of the first Variable Annuity Payment is determined in
accordance with the description above. The dollar amount of Variable Annuity
Payments for each applicable Sub-Account after the first Variable Annuity
Payment is determined as follows:

The total dollar amount of each Variable Annuity Payment is the sum of all
Sub-Account Variable Annuity Payments reduced by the applicable portion of the
Contract Maintenance Charge.

ANNUITY UNIT : The value of any Annuity Unit for each Sub-Account of the
Separate Account was arbitrarily set initially at $10.

The Sub-Account Annuity Unit Value at the end of any subsequent Valuation
Period is determined by subtracting (2) from (1) and dividing the result by
(3) and dividing the result by the Assumed Investment Rate Factor (1.04 raised
to a power equal to the number of years in the current valuation period),
which neutralizes the assumed net investment rate which is built into the
annuity rate tables and which is not applicable because the actual net
investment rate is credited instead. Where:

1. is the net result of:

a. the assets of the Sub-Account attributable to Annuity Units; plus
or minus

b. the cumulative charges or credit for taxes reserved which is
determined by the Company to have resulted from the operation of
the Sub-Account.

2. is the cumulative unpaid charge for the Mortality and Expense Risk
Charge, for the Administrative Charge, for the Distribution Charge, if any,
and for the Enhanced Death Benefit Charge, if any, which are shown on the
Contract Schedule; and

3. is the number of Annuity Units outstanding at the end of the Valuation
Period.

The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.

MORTALITY TABLES : The Annuity Tables contained in the Contract utilize an
Assumed Investment Rate of 4% for the determination of the initial Variable
Annuity Payment and a minimum guaranteed rate of 3% per year for the
determination of the monthly Fixed Annuity Payment.

The mortality table used in determining the Annuity Purchase Rates for Options
A, B, and C is the 1983 IAM Table, with Projection Scale G.

The dollar amount of an Annuity Payment for any Age or combination of Ages not
shown in the Tables or for any other form of Annuity Option agreed to by the
Company will be provided by the Company upon request.

GENERAL PROVISIONS

THE CONTRACT : The entire Contract consists of this Contract, the Application,
if any, and any riders or endorsements attached to this Contract.

This Contract may be changed or altered only by the President or Vice
President and the Secretary of the Company. A change or alteration must be
made in writing.

MISSTATEMENT OF AGE : If the Age of any Annuitant has been misstated, any
Annuity benefits payable will be the Annuity benefits provided by the correct
Age. After Annuity Payments have begun, any underpayments will be made up in
one sum with the next Annuity Payment. Any overpayments will be deducted from
future Annuity Payments until the total is repaid.

INCONTESTABILITY : This Contract will not be contestable after it has been in
force for a period of two years from the Issue Date.

MODIFICATION : This Contract may be modified in order to maintain compliance
with applicable state and federal law.

NON-PARTICIPATING : This Contract will not share in any distribution of
dividends.

EVIDENCE OF SURVIVAL : The Company may require satisfactory evidence of the
continued survival of any person(s) on whose life Annuity Payments are based.

PROOF OF AGE : The Company may require evidence of Age of any Annuitant or
Owner.

PROTECTION OF PROCEEDS : To the extent permitted by law, death benefits and
Annuity Payments shall be free from legal process and the claim of any
creditor if the person is entitled to them under this Contract. No payment and
no amount under this Contract can be taken or assigned in advance of its
payment date unless the Company receives the Owner's written consent.

REPORTS : At least once each calendar year, the Company will furnish the Owner
with a report showing the Contract Value and any other information as may be
required by law. The Company will also furnish an annual report of the
Separate Account. Reports will be sent to the last known address of the Owner.

TAXES : Any taxes paid to any governmental entity relating to this Contract
will be deducted from the Contribution or Contract Value when incurred. The
Company will, in its sole discretion, determine when taxes have resulted from:
the investment experience of the Separate Account; receipt by the Company of
Contributions; or commencement of Annuity Payments. The Company may, in its
sole discretion, pay taxes when due and deduct that amount from the Contract
Value at a later date. Payment at an earlier date does not waive any right the
Company may have to deduct amounts at a later date. The Company will deduct
any withholding taxes required by applicable law.

The Company reserves the right to establish a provision for federal income
taxes if it determines, in its sole discretion, that it will incur a tax as a
result of the operation of the Separate Account. The Company will deduct for
any income taxes incurred by it as a result of the operation of the Separate
Account whether or not there was a provision for taxes and whether or not it
was sufficient.

REGULATORY REQUIREMENTS : All values payable under this Contract will not be
less than the minimum benefits required by the laws and regulations of the
states in which this Contract is delivered.

ANNUITY TABLES

FIXED ANNUITY SETTLEMENT OPTIONS

Based on 1983 Individual Annuity Mortality Table with Projection Scale G,
interest at 3% per annum, and the annuitant's issue age, sex and year of
issue.

<TABLE>

OPTION A OPTION B OPTION C OPTION D
Monthly Payments Monthly Payments Monthly Payments Period Certain
Life Only Life & 10 Year Joint & 2/3 Survivor
Certain Male & Female
Number of Monthly
Age Equal Age Years Payments

55 4.23 4.18 3.84 10 9.61
56 4.30 4.25 3.90 11 8.86
57 4.38 4.32 3.96 12 8.23
58 4.46 4.40 4.02 13 7.71
59 4.55 4.48 4.09 14 7.25
60 4.64 4.56 4.16 15 6.86
61 4.74 4.65 4.23 16 6.52
62 4.84 4.75 4.31 17 6.22
63 4.95 4.84 4.39 18 5.96
64 5.07 4.94 4.48 19 5.72
65 5.19 5.05 4.57 20 5.51
66 5.33 5.16 4.67 25 4.70
67 5.47 5.28 4.78 30 4.18
68 5.61 5.40 4.89
69 5.77 5.52 5.01
70 5.94 5.65 5.13
71 6.11 5.78 5.27
72 6.30 5.92 5.41
73 6.49 6.06 5.56
74 6.69 6.20 5.71
75 6.91 6.35 5.88
</TABLE>

Annuitant's Issue Age and Sex: 50, Male
Issue Year: 1995

<PAGE>
VARIABLE ANNUITY SETTLEMENT OPTIONS

Based on 1983 Individual Annuity Mortality Table with Projection Scale G, AIR
at 4% per annum, and the annuitant's issue age, sex and year of issue.

<TABLE>

55 4.83 4.77 4.44 10 10.05
56 4.90 4.84 4.50 11 9.31
57 4.98 4.91 4.55 12 8.69
58 5.06 4.98 4.62 13 8.16
59 5.14 5.06 4.68 14 7.72
60 5.23 5.14 4.75 15 7.33
61 5.33 5.23 4.82 16 7.00
62 5.43 5.32 4.90 17 6.70
63 5.54 5.42 4.98 18 6.44
64 5.66 5.52 5.07 19 6.21
65 5.79 5.62 5.16 20 6.00
66 5.92 5.73 5.26 25 5.22
67 6.06 5.84 5.36 30 4.71
68 6.21 5.96 5.47
69 6.37 6.08 5.59
70 6.53 6.21 5.71
71 6.71 6.34 5.85
72 6.89 6.47 5.99
73 7.09 6.61 6.14
74 7.29 6.75 6.29
75 7.51 6.89 6.46
</TABLE>

Annuitant's Issue Age and Sex: 50, Male

Issue Year: 1995

<PAGE>
INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT
WITH FLEXIBLE CONTRIBUTIONS
NONPARTICIPATING

EXHIBIT 99.B5

LONDON PACIFIC LIFE &
ANNUITY COMPANY [LOGO]
POST OFFICE BOX 29564 VARIABLE ANNUITY APPLICATION
RALEIGH, NC 27626-0564 REGENCY SERIES I

INSTRUCTIONS: Please type or print in permanent black ink. This form will be
photocopied.

1. OWNER

______________________________________ SSN or Tax I.D. ____/____/____
Name (First, Middle Initial, Last)
Maximum
______________________________________ Date of birth ___ ____ ___ Age 85
Name/Trustee mo. day yr.

______________________________________ Gender: [ ] Male [ ] Female
Street Address

______________________________________ Daytime phone number ( )________
City State Zip

______________________________________________________________________________

2. JOINT OWNER
(Optional) Spouse Only, Non-Qualified Only

______________________________________ Social Security ____/____/____
Name (First, Middle Initial, Last)
Maximum
______________________________________ Date of birth ___ ____ ___ Age 85
Street Address mo. day yr.

______________________________________ Gender: [ ] Male [ ] Female
City State Zip
Daytime phone number ( )________

______________________________________________________________________________

3. ANNUITANT
(Required) Must be natural person

______________________________________ Annuity Start Date ____ ____ ____
City State Zip mo. day yr.

Relationship to Owner_________________ Gender: [ ] Male [ ] Female

Daytime phone number ( )________

______________________________________________________________________________

4. BENEFICIARY
In the event of death, any surviving joint owner becomes the primary
beneficiary.

Primary______________________________ Relationship____________________

_____________________________________ Relationship____________________

Contingent___________________________ Relationship____________________

______________________________________________________________________________

5. TYPE OF PLAN
[ ] Non-qualified [ ] Qualified:
[ ] Contribution to IRA $_____ Tax Yr.____
[ ] Rollover to IRA
[ ] Direct IRA Transfer
[ ] Simplified Employee Pension IRA
[ ] Employer Contribution
[ ] Employee Contribution
______________________________________________________________________________

6. INVESTMENT
Initial minimum: $10,000

Initial investment amount $________________________
($1000 for qualified plans)
______________________________________________________________________________

7. INVESTMENT ALLOCATION
- Use whole percentages.
- 10% minimum contribution to Sub-Accounts selected.
- Total must equal 100%.

____% Salomon U.S. Bond ____% Berkeley Smaller Co. ____% Fixed Account

____% Strong International ____% Strong Growth

____% MFS Total Return ____% Lexington Corp. Ldr.

____% Salomon Money Market ____% MAS Value

When a return of contribution is required by law during the Right to Examine
Contract period, London Pacific Life & Annuity Company (LPL&A) will allocate
the contribution to the Money Market Sub-Account as described in the
prospectus. Thereafter, contributions will be allocated as directed by the
Owner. Written notification is required to change allocation schedule.
______________________________________________________________________________

8. REPLACEMENT

Will the proposed contract replace any existing annuity or life insurance
policy?

[ ] Yes [ ] No
(If yes, list company name, plan and year of issue in Section 14.)
______________________________________________________________________________

9. SIGNATURES
All statements made in this application (including on the reverse side) are
true to the best of our knowledge and belief, and we agree to all terms and
conditions as shown on the front and back. We further agree that this
application shall be a part of the annuity contract, and verify our
understanding that all payments and values provided by the contract, when
based on investment experience of the Separate Account, are variable and not
guaranteed as to dollar amount. We acknowledge receipt of a current
prospectus. Under penalty of perjury, the owner certifies that the Social
Security (or taxpayer identification) number is correct as it appears in this
application.

Signed at City____________________________ State________________ Date_________

SIGNATURE OF OWNER____________________________________________________________

SIGNATURE OF JOINT OWNER______________________________________________________

SIGNATURE OF ANNUITANT________________________________________________________

______________________________________________________________________________

See reverse side for options including: Dollar Cost Averaging. Telephone
transfer. Systematic Withdrawal program. Periodic investment plan. Note to
representatives: You MUST complete Sections 14 through 18 on the reverse side.

10. DOLLAR COST AVERAGING
- Monthly only.
- Use whole percentages.
- Total must equal 100%.
- 10% minimum to any Sub-Account selected.
- 12-month minimum period.

Provide dollar cost averaging as follows: ($20,000 minimum contract value)
[ ] Future Earnings
[ ] Sub-Account Value over ____ years
[ ] $_____________________ per month (minimum $500)

From (select one):
[ ] Salomon Money Market; [ ] Fixed Account; [ ] Salomon U.S. Bond:

Info: _______% Salomon U.S. Bond ______% Berkeley Smaller Co.

_______% Strong International ______% Strong Growth

_______% MFS Total Return ______% Lexington Corp. Ldr.

_______% MAS Value

Effective Start Date: No sooner than 1 month after policy date or on
_____/_____/_____, if later.
mo. day yr.

Initials of contract owner: ___________ Date______________

______________________________________________________________________________

11. TELEPHONE TRANSFER
(Minimum transfer $500)

[ ] I hereby authorize and direct LPL&A to accept telephone instructions from
any person who can furnish proper identification to exchange values from
Sub-Account and/or Fixed Account to Sub-Account and/or Fixed Account. LPL&A
will employ reasonable procedures to confirm instructions communicated by
telephone are genuine; and if it does not, it may be liable for any loss due
to unauthorized or fraudulent instructions. LPL&A will not be liable for
following instructions communicated by telephone that it reasonably believes
to be genuine.

Initials of contract owner: ___________ Date______________

______________________________________________________________________________

12. SYSTEMATIC WITHDRAWAL PROGRAM
- Amounts in excess of 10% per year of the unliquidated contribution may
be subject to contingent deferred sales charge.
- Minimum payment $100.

Provide systematic withdrawals as follows: ($20,000 minimum contract value)
[ ] Future Earnings
[ ] Sub-Account Value over ____ years
[ ] $_____________________ Pro-Rata from all investment allocations

Withdraw from:
$_______ Salomon U.S. Bond $______ Berkeley Smaller Co.

$_______ Strong International $______ Strong Growth

$_______ MFS Total Return $______ Lexington Corp. Ldr.

$_______ Salomon Money Mkt. $______ MAS Value

$______ Fixed Account

Effective Start Date: No sooner than 1 month after policy date or on
_____/_____/_____, if later.
mo. day yr.

[ ] I do not wish to have federal income tax withheld.

Payment Mode: Send to:

[ ] Annual [ ] Semi-annual [ ] Direct Credit to bank account
(submit voided CHECK)
[ ] Quarterly [ ] Monthly [ ] Payment mailed to address of record
[ ] Other______________________________

(Please note: If the systematic withdrawal is from a specific Sub-Account and
there is no longer any value in this Sub-Account, the systematic withdrawal
program will terminate. New instructions will be required to restart a
program.)

Initials of contract owner: ___________ Date______________

______________________________________________________________________________

13. PERIODIC INVESTMENT PLAN

[ ] Investment amount $_____________. (minimum $100)

Check one: [ ] Semi-annual [ ] Quarterly

[ ] Monthly (EFT only) ATTACH VOIDED CHECK - NO deposit slips.

Effective Start Date: No sooner than 1 month after policy date or on
_____/_____/_____, if later.
mo. day yr.

Initials of contract owner: ___________ Date______________

______________________________________________________________________________

THE FOLLOWING SECTIONS MUST BE COMPLETED BY THE REPRESENTATIVE. PLEASE TYPE OR
PRINT IN PERMANENT BLACK INK.
______________________________________________________________________________

14. INSURANCE IN FORCE

Does this contract replace or change any other life insurance or annuity
in this or any other company? [ ] Yes [ ] No

If yes, please list company name, plan, policy date, and amount below.
Also, complete appropriate state replacement forms, if applicable.
_________________________________________________________________________

_________________________________________________________________________

______________________________________________________________________________

15. ADDITIONAL REMARKS

_________________________________________________________________________

______________________________________________________________________________

16. STATEMENT OF ADDITIONAL INFORMATION

[ ] Yes. Please send me a statement of additional information.

______________________________________________________________________________

17. DEALER INFORMATION

___________________________________________ __________________________
Representative name (please print) Representative number

___________________________________________ (____)____________________
Investment dealer name Representative phone

______________________________________________________________________________

18. REPRESENTATIVE SIGNATURE

The representative hereby certifies he/she witnessed the signature(s) in
section 9 and that all information contained in this application is true to
the best of his or her knowledge and belief.

Signature________________________________________ Date______________________

STATE OF NORTH CAROLINA DEPARTMENT OF THE
SECRETARY OF STATE

_________________________________________________________________________

TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:
I, RUFUS L. EDMISTEN, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of

ARTICLES OF INCORPORATION
OF
LONDON PACIFIC LIFE & ANNUITY COMPANY

the original of which is not on file and is a matter of record in this office.

IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal at the City of
Raleigh, this 2nd day of June, 1994.

/S/ RUFUS L. EDMISTEN
_____________________________________
Secretary of State

CERTIFICATE OF INCORPORATION

DIXIE LIFE INSURANCE COMPANY

This is to certify that we, the undersigned, ten in number, all of whom
are citizens and residents of the State of North Carolina, do hereby associate
ourselves into a corporation under and by virtue of the laws of the State of
North Carolina, and particularly those laws contained in Consolidated Statutes
and amendments thereto under Chapter 106, and to that end do hereby set forth:
1. That the name of the company shall be Dixie Life Insurance Company.
2. The location of the principal office of the corporation in the State
of North Carolina shall be at Raleigh; but that it may have such other branch
offices and places of business, both in and out of the State of North
Carolina, as its Board of Directors may deem advisable.
3. The objects for which this corporation is formed are as follows:
(a) To carry on, as a stock corporation, the business of life, accident
and health insurance, and to grant and purchase annuities. It shall also have
the power to re-insure any risks which it may have taken, and may accept
re-insurance upon risks taken by other insurance companies.
4. The authorized capital stock is One Hundred Thousand ($100,000.00)
Dollars divided into one thousand (1,000) shares of par value of One Hundred
Dollars ($100.00) per share, but the corporation may organize when Twenty-Five
Thousand ($25,000.00) Dollars of the capital stock composed of two hundred
fifty shares and a surplus of Twelve Thousand Five Hundred ($12,500.00)
Dollars shall have been subscribed for, but the corporation shall not write
any insurance until the capital stock and surplus in this paragraph provided
for shall have been subscribed and paid for in cash.
5. The names and post office address of the subscribers for stock are as
follows:

<S> <C> <C>
Name P.O. Address No. Shares

Hugh Stephens Raleigh, NC 10

W.F. Utley Raleigh, NC 10

H.E. Satterfield Raleigh, NC 145

W.C. Twiddy Raleigh, NC 10

M.B. Maynard Raleigh, NC 1

D.S. McMillan Raleigh, NC 1

G.B. Satterfield Raleigh, NC 70

B.H. Parker, Jr. Gastonia, NC 1

H.G. Utley Gastonia, NC 1

C.H. Rogers Raleigh, NC 1
</TABLE>

6. The period of the existence of this corporation is unlimited.
7. The corporation shall be managed by a Board of Directors of such
number as may be fixed by the by-laws of the Company, which by-laws shall
prescribe the rules of government of said corporation.
8. The Board of Directors shall have power, by vote of a majority of all
the directors, to make, alter, amend and rescind the by-laws of the
corporation, which shall remain in full force and effect until amended or
rescinded by the stockholders, or until amended as provided herein.
In witness whereof, we have hereunto set our hands and affixed our seals,
this the 1st day of October, 1927.

Hugh Stephens /S/ HUGH STEPHENS (SEAL)
------------------------------------

W.F. Utley /S/ W.F. UTLEY (SEAL)
------------------------------------

H.E. Satterfield /S/ H. E. SATTERFIELD (SEAL)
------------------------------------

W.C. Twiddy /S/ W.C. TWIDDY (SEAL)
------------------------------------

M.B. Maynard /S/ M.B. MAYNARD (SEAL)
------------------------------------

D.S. McMillan /S/ D.S. McMILLAN (SEAL)
------------------------------------

G.B. Satterfield /S/ G.B. SATTERFIELD (SEAL)
------------------------------------

B.H. Parker, Jr. /S/ B.H. PARKER, JR. (SEAL)
------------------------------------

H.G. Utley /S/ H.G. UTLEY (SEAL)
------------------------------------

C.H. Rogers /S/ C.H. ROGERS (SEAL)
------------------------------------
</TABLE>

North Carolina

Wake County

I, R.H. Merritt Notary Public in and for the State and County aforesaid,
do hereby certify that H.E. Satterfield and G.B. Satterfield personally
appeared before me this day and acknowledged the due execution of the
foregoing certificate of incorporation of Dixie Life Insurance Company for the
purposes therein expressed.
Witness my hand and notarial seal, this the 1st day of October, 1927.

/S/ R.H. MERRITT
_________________________________
Notary Public

My Commission Expires:

March 11, 1928
____________________________

North Carolina,

Wake County.

I, R.H. Merritt Notary Public, in and for the State and County aforesaid,
do hereby certify that M.B. Maynard and D.S. McMillan personally appeared
before me this day and acknowledged the due execution of the foregoing
certificate of incorporation of Dixie Life Insurance Company for the purposes
therein expressed.
Witness my hand and notarial seal, this the 1st day of October, 1927.

/S/ R.H. MERRITT
_________________________________
Notary Public

My Commission Expires:

March 11, 1928
____________________________

North Carolina,

Wake County.

I, Ella Grant, Notary Public in and for the State and County aforesaid,
do hereby certify that W.F. Utley, B.H. Parker, Jr., H.G. Utley and C.H.
Rogers personally appeared before me this day and acknowledged the due
execution of the foregoing certificate of incorporation of Dixie Life
Insurance Company for the purposes therein expressed.
Witness my hand and notarial seal, this the 2nd day of October, 1927.

/S/ ELLA GRANT
__________________________
Notary Public

My Commission Expires:

December 9, 1928

__________________________

North Carolina,

Wake County,

I, Irma T. Smith, Notary Public, in and for the State and County
aforesaid, do hereby certify that W.C. Twiddy and Hugh Stephens personally
appeared before me this day and acknowledged the due execution of the
foregoing certificate of incorporation of Dixie Life Insurance Company for the
purposes therein expressed.
Witness my hand and notarial seal, this the 3rd day of October, 1927.

/S/ IRMA T. SMITH
_________________________________
Notary Public

My Commission Expires:

May 13, 1928
___________________________

STATE OF NORTH CAROLINA

INSURANCE DEPARTMENT

RALEIGH

October 14, 1927.

I, STACEY W. WADE, INSURANCE COMMISSIONER IN AND FOR THE STATE OF NORTH
CAROLINA, DO HEREBY CERTIFY THAT I have examined the foregoing Articles of
Incorporation of the DIXIE LIFE INSURANCE COMPANY of RALEIGH, the same being
in compliance with the Law and I hereby approve and certify the same to the
Honorable Secretary of State as required by law.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY OFFICIAL
SEAL AT THE CITY OF RALEIGH, THIS THE FOURTEENTH DAY OF OCTOBER A.D. 1927.

/S/ STACEY W. WADE
_______________________________________
INSURANCE COMMISSIONER

CERTIFICATE OF AMENDMENT
to the Charter of Dixie Life Insurance Company
STATE OF NORTH CAROLINA :
COUNTY OF WAKE :

I hereby certify that at an adjourned regular meeting of the stockholders
of Dixie Life Insurance company, held at the home office of said Company on
the 15th day of April, A.D., 1931, at 3:00 o'clock P.M., pursuant to notice
required by law, which said notice was deposited in the post office properly
addressed and posted as required by the Company's By-Laws, to each
stockholder, signed in the manner provided in the By-Laws of said Company, all
of the stock of said Company being represented in person by owner or by proxy
and a formal waiver of notice of said meeting having been executed, and all
votes represented by said stock voting therefor, the following resolution was
adopted, to-wit:
"Be it resolved that the President of the Company be authorized and
directed to secure an amendment to the Company's charter reducing the par
value of capital stock of the Company from $100.00 to $10.00 per share and
increasing the number of shares of stock outstanding from 260 shares to 2,600
shares so that the total capital stock shall consist of 2,600 shares of par
value of $10.00 per share.
"Be it further resolved that a further amendment be obtained
providing that the Home Office of the Company shall be located at Greensboro,
N.C.
"Be it further resolved that the date of the annual meeting be
changed from the second Tuesday in January to the first Saturday in May."

/S/ P.T. STONE
___________________________________
Secretary.

Corporate Seal.
State of North Carolina :
County of Wake :

I, W.L. Carter, being duly sworn, declare on oath that I am President of
the Corporation mentioned in the foregoing certificate, and that the
statements therein made are true in substance and in fact.
In witness whereof, I have hereunto set my hand, and caused the seal of
said Corporation to be affixed, this the 15th day of April, A.D. 1931.

/S/ W.L. CARTER
____________________________________
President.

Subscribed and sworn to before me, this 15th day of April, A.D. 1931.

/S/ LOUISE HILL SORRUL
____________________________________
Notary Public.

My Commission Expires: 3/19/33
_______

We, the undersigned stockholders of Dixie Life Insurance Company of
Raleigh, N.C. owning more than 90% of outstanding stock of said company, do
hereby assent to the foregoing amendment. This April 15th, 1931.

/S/ A.J.
_____________________________________

/S/ W.L. CARTER
_____________________________________

/S/ P.T. STONE
_____________________________________

/S/ H.E. SATTERFIELD
_____________________________________

North Carolina,
Wake County.

This is to certify that on the 15th day of April, 1931, before me, Louise
Hill Sorrul, personally came W.L. Carter, with whom I am personally
acquainted, who, being by me duly sworn, says that W.L. Carter is the
president, and that P.T. Stone is the secretary of the Dixie Life Insurance
Company, the corporation described in and which executed the foregoing
instrument; that he knows the common seal of the said corporation; that the
seal affixed to the foregoing instrument is said common seal, and the name of
the corporation was subscribed thereto by the said president, and that the
said president and secretary subscribed their names thereto and said common
seal was affixed, all by order of the board of directors of said corporation,
and that the said president and secretary subscribed their names thereto and
said common seal was affixed, all by order of the board of directors of said
corporation, and that the said instrument is the act and deed of the said
corporation.

Witness my hand and notarial seal, this 15th day of April, 1931.

/S/ LOUISE HILL SORRUL
____________________________________
Notary Public.

My Commission Expires: 3/19/33
_______

STATE OF NORTH CAROLINA

INSURANCE DEPARTMENT

RALEIGH

I, DAN C. BONEY, INSURANCE COMMISSIONER IN AND FOR THE STATE OF NORTH
CAROLINA, DO HEREBY CERTIFY THAT I have examined the foregoing amendment to
the certificate of incorporation of the Dixie Life Insurance Company and find
the same in accordance with the law applicable thereto and do hereby certify
the same to the Secretary of State as required by law.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY OFFICIAL
SEAL AT THE CITY OF RALEIGH, THIS THE 16TH DAY OF MARCH A.D. 1932.

/S/ DAN C. BONEY
_________________________________
INSURANCE COMMISSIONER

To the Secretary of State, Raleigh, North Carolina:

The undersigned, being owners of all of the stock of Dixie Life Insurance
Company, do hereby give our assent to proposed amendment to charter of Dixie
Life Insurance Company, which authorizes changing the name Dixie Life
Insurance Company to Southern-Dixie Life Insurance Company.
This March 5th, 1932.

/S/
_____________________________________

/S/ E.U. FLETCHER, by
_____________________________________

/S/ H.E. SATTERFIELD
_____________________________________

/S/ G.B. SATTERFIELD
_____________________________________

/S/ P.T. STONE
_____________________________________

/S/ A.B. CARTER
_____________________________________

/S/ W.L. CARTER
_____________________________________

/S/ MARIE E. CARTER
_____________________________________

CERTIFICATE OF AMENDMENT
to the Charter of Dixie Life Insurance Company
STATE OF NORTH CAROLINA :
COUNTY OF GUILFORD :

I hereby certify that a meeting of the stockholders of Dixie Life
Insurance Company, held in Greensboro, North Carolina, on the 9th day of
March, 1932, at 3:00 o'clock P.M., pursuant to notice required by law, all of
the stock of said company being represented in person or by proxy, and a
formal waiver of notice of said meeting having been executed, and all votes
represented by said stock being voted therefor, the following resolution was
adopted, to-wit:
"Be it resolved that the President of the Company be and he is
hereby authorized and directed to secure an amendment to the company's charter
changing the name of the company from 'Dixie Life Insurance Company' to
'Southern-Dixie Life Insurance Company'".

/S/ W.L. CARTER
___________________________________
President

Attest:

/S/ P.T. STONE
____________________________
Secretary

(Corporate Seal)

North Carolina,
Guilford County.

This is to certify that on the 9th day of March, 1932, before me,
A.McKeel, a Notary Public in and for the State and County aforesaid,
personally came W.L. Carter, with whom I am personally acquainted, who, being
by me duly sworn, says that W.L. Carter is the president, and that P.T. Stone
is the secretary of Dixie Life Insurance Company, the corporation described in
and which executed the foregoing instrument; that he knows the common seal of
the said corporation; that the seal affixed to the foregoing instrument is
said common seal, and the name of the corporation was subscribed thereto by
the said president, and that the said president and secretary subscribed their
names thereto, and said common seal was affixed, all by order of the board of
directors of said corporation, and that the said instrument is the act and
deed of the said corporation.

Witness my hand and notarial seal, this 9th day of March, 1932.

/S/ A.McKEEL
_______________________________
Notary Public

My Commission Expires:

November 8, 1932
_______________________

Amendment of Certificate of Incorporation
of Southern-Dixie Life Insurance Company
Greensboro, North Carolina
__________________________

RESOLUTION OF DIRECTORS

The Board of Directors of Southern-Dixie Life Insurance Company, a North
Carolina corporation with its principal office and place of business in
Greensboro, North Carolina, on the 22nd day of December, 1944, adopted the
following resolution:
"(1) RESOLVED by the Board of Directors of the Southern-Dixie Life
Insurance Company, Greensboro, North Carolina, in meeting duly called and
assembled, that it is deemed advisable to amend the Certificate of
Incorporation of this company so as to increase the authorized capital stock
of the company from One Hundred Thousand Dollars ($100,000) divided into ten
thousand shares of the par value of Ten Dollars ($10.00) per share, to Five
Hundred Thousand Dollars ($500,000.00), divided into fifty thousand (50,000)
shares of the par value of Ten Dollars ($10.00) per share, and to that end,
and to accomplish said purpose.

"BE IT FURTHER RESOLVED That the Certificate of Incorporation of
this company be amended further by striking out in section 4 the words and
figures "One Hundred Thousand Dollars ($100,000.00) divided into ten thousand
(10,000) shares of the par value of Ten Dollars ($10.00) per share (formerly
in the original Certificate one thousand shares of the par value of One
Hundred Dollars ($100.00) per share)" and inserting in lieu thereof "Five
Hundred Thousand Dollars ($500,000.00) divided into fifty thousand (50,000)
shares of the par value of Ten Dollars ($10.00) per share".

"(2) RESOLVED FURTHER That it is deemed advisable that the issuance
of $78,000.00 of this additional stock be effected by the transfer of
$78,000.00 from the surplus account of the company to the capital stock
account of the company, by means of the declaration of a stock dividend of
three hundred per cent (300%).

"(3) BE IT FURTHER RESOLVED That the officers of the company be, and
they are hereby, authorized, empowered and directed to take any and all steps,
and to do any and all acts that may be deemed necessary or advisable to carry
out these resolutions.

"(4) BE IT FURTHER RESOLVED That a special meeting of the
stockholders of this company be, and it is hereby, called to meet at the
office of the company in Greensboro, North Carolina, on Thursday, the 28th day
of December, 1944, at 10:30 o'clock A.M. to take action on these resolutions,
and to transact such business as may come before said meeting."

_____________________________________________________________________________
_____________________________________________________________________________

CERTIFICATE OF CHANGE

The Southern-Dixie Life Insurance Company, a North Carolina corporation
with its principal office and place of business in Greensboro, North Carolina,
does hereby certify that pursuant to the foregoing resolutions of its Board of
Directors, that its stockholders on this the 28th day of December, 1944, have
adopted the following resolutions:
"(1) RESOLVED, That the Certificate of Incorporation of this
corporation, be and the same is hereby amended so as to increase the
authorized capital stock of this corporation from One Hundred Thousand Dollars
($100,000.00) divided into ten thousand (10,000) shares of the par value of
Ten Dollars ($10.00) per share to Five Hundred Thousand Dollars ($500,000.00)
divided into fifty thousand (50,000) shares of the par value of Ten Dollars
($10.00) per share, and to that end, and to accomplish said purpose,

"BE IT FURTHER RESOLVED, That the Certificate of Incorporation of
this corporation as amended be further amended by striking out in section 4
the words and figures "One Hundred Thousand Dollars ($100,000.00) divided into
ten thousand (10,000) shares of the par value of Ten Dollars ($10.00) per
share (formerly in the original Certificate one thousand (1,000) shares of the
par value of One Hundred Dollars ($100.00) per share)" and inserting in lieu
thereof "Five Hundred Thousand Dollars ($500,000.00) divided into fifty
thousand (50,000) shares of the par value of Ten Dollars ($10.00) per share".

"(2) RESOLVED FURTHER, That the issuance of Seventy-Eight Thousand
Dollars ($78,000.00) of this additional stock be effected by the transfer of
Seventy-Eight Thousand Dollars ($78,000.00) from the surplus account of this
corporation to the capital stock account of this corporation, by means of the
declaration of a stock dividend of three hundred per cent (300%).

"(3) BE IT FURTHER RESOLVED, That the officers of this corporation
be and they are hereby authorized, empowered and directed to execute a
Certificate of said amendment and change, and any and all further documents
that may be deemed necessary or expedient to accomplish all of said purposes,
and further, to do any and all acts that may be deemed necessary or expedient
to carry out in all respects these resolutions."

That more than two-thirds in interest of all of the stockholders of said
corporation voted in favor of said resolutions, and that their written assent
is hereto appended and attached.
IN WITNESS WHEREOF, Said corporation has caused this Certificate to be
signed in its name by its President and attested by its Secretary, and its
corporate seal to be hereto affixed, this the 28th day of December, 1944.

SOUTHERN-DIXIE LIFE INSURANCE COMPANY

By: /S/ W.L. CARTER
___________________________________
President

/S/ T.C. COLLINS
_____________________________
Secretary

_____________________________________________________________________________
_____________________________________________________________________________

NORTH CAROLINA
GUILFORD COUNTY

I, CLIFFORD E. HALEY, a Notary Public, certify that T.C. COLLINS
personally came before me this day and acknowledged that he is Secretary of
Southern-Dixie Life Insurance Company (a corporation) and that, by authority
duly given and as the act of the corporation, the foregoing instrument was
signed in its name by its President, sealed with its corporate seal, and
attested by himself as its Secretary.
My commission expires June 27, 1945.
Witness my hand and official seal, this the 28th day of December, 1944.

/S/ CLIFFORD E. HALEY
____________________________________
Notary Public

_____________________________________________________________________________
_____________________________________________________________________________

STOCKHOLDERS ASSENT TO CHANGE

We the subscribers, being more than two-thirds in interest of all of the
stockholders of Southern-Dixie Life Insurance Company, Greensboro, North
Carolina, having at a special meeting of the stockholders, called regularly
for that purpose, on the 28th day of December, 1944, voted in favor of the
resolutions to amend the Certificate of Incorporation of this corporation so
as to increase the authorized capital stock of the corporation from One
Hundred Thousand Dollars ($100,000.00) to Five Hundred Thousand Dollars
($500,000.00), divided into fifty thousand (50,000) shares of the par value of
Ten Dollars ($10.00) per share, and to that end and to accomplish said
purpose, that the Certificate of Incorporation of this corporation as amended
be further amended by striking out in section 4 the words and figures "One
Hundred Thousand Dollars ($100,000) divided into ten thousand (10,000) shares
of the par value of Ten Dollars ($10.00) per share (formerly in the original
Certificate one thousand (1,000) shares of the par value of One Hundred
Dollars ($100.00) per share)" and inserting in lieu thereof "Five Hundred
Thousand Dollars ($500,000.00) divided into fifty thousand (50,000) shares of
the par value of Ten Dollars ($10.00) per share", and that the issuance of
Seventy-Eight Thousand Dollars ($78,000.00) of this additional stock be
effected by the transfer of Seventy-Eight Thousand Dollars ($78,000.00) from
the surplus account of the corporation to the capital stock account of the
corporation by means of the declaration of a stock dividend of three hundred
per cent (300%), and do now, pursuant to statute, hereby give our written
assent to said change.
Witness our hands this the 28th day of December, 1944.

STOCKHOLDERS NO. OF SHARES

/S/ A.S. FLETCHER 867
__________________________________________ ______________

/S/ W.L. CARTER 1353
__________________________________________ ______________

/S/ T.C. COLLINS 230
__________________________________________ ______________

/S/ O.H. BOWLES 5
__________________________________________ ______________

/S/ P.P. WILSON 5
__________________________________________ ______________

/S/ W.A. CORBETT 5
__________________________________________ ______________

/S/ J. 5
__________________________________________ ______________
WM. M. YORK 1
__________________________________________ ______________

STATE OF NORTH CAROLINA

INSURANCE DEPARTMENT

RALEIGH

I, WILLIAM P. HODGES, INSURANCE COMMISSIONER IN AND FOR THE STATE OF
NORTH CAROLINA, DO HEREBY CERTIFY THAT I have examined the attached Amendment
to the Certificate of Incorporation of the Southern-Dixie Life Insurance
Company, Greensboro, North Carolina, and find the same in conformity with the
laws pertaining thereto, and do hereby certify the same to the Honorable
Secretary of State as provided by law.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY OFFICIAL
SEAL AT THE CITY OF RALEIGH, THIS THE 30TH DAY OF DECEMBER A.D. 1944.

/S/ WILLIAM P. HODGES
_________________________________
INSURANCE COMMISSIONER

NORTH CAROLINA

GUILFORD COUNTY

The undersigned officers and Directors of Southern-Dixie Life Insurance
Company, being the President, Secretary-Treasurer, and a majority of the
members of the Board of Directors, do hereby certify to the Insurance
Commissioner that on the 7th day of February, 1945, the Southern-Dixie Life
Insurance Company issued an additional 5,200 shares of its capital to its
stockholders by transferring $52,000.00 from the surplus account of the
company to the capital stock account of the company, and the declaration of a
stock dividend of 50% to its stockholders, said additional to the capital
stock being effected by a transfer from the surplus account to the capital
stock account of the company.

This the 7th day of February, 1945.

SOUTHERN-DIXIE LIFE INSURANCE COMPANY

By: /S/ W.L. CARTER
___________________________________
President and Director

/S/ T.C. COLLINS
___________________________________
Secretary-Treasurer and Director

/S/ WM. M. YORK
___________________________________
Director

/S/ A.S. FLETCHER
___________________________________
Director

Sworn to and subscribed before me,

this 7th day of February, 1945.

/S/ C.T. BOYD
___________________________________
Notary Public

My commission expires: March 9, 1945

STATE OF NORTH CAROLINA

INSURANCE DEPARTMENT

RALEIGH

I, WILLIAM P. HODGES, INSURANCE COMMISSIONER IN AND FOR THE STATE OF NORTH
CAROLINA, DO HEREBY CERTIFY THAT I have carefully examined the certificate
filed by the Southern-Dixie Life Insurance Company executed by the officers
and a majority of the members of the Board of Directors certifying to the
increase of its capital stock from $104,000.00 to $156,000.00 by the transfer
of $52,000.00 from its surplus to the capital stock account of the company,
making a total combined capital stock of the company $156,000.00. This
certificate of increase is hereby certified to the Secretary of State for
recording and the company is hereby authorized to transact business upon the
capital increased. This certificate is issued as of February 8, 1945.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY OFFICIAL
SEAL AT THE CITY OF RALEIGH, THIS THE 31st DAY OF MAY A.D. 1947.

/S/ WILLIAM P. HODGES
______________________________________
INSURANCE COMMISSIONER

NORTH CAROLINA
GUILFORD COUNTY
The undersigned officers and Directors of Southern-Dixie Life Insurance
Company, being the President, Secretary-Treasurer, and a majority of the
members of the Board of Directors, do hereby certify to the Insurance
Commissioner that on the 28th day of December, 1944, the Southern-Dixie Life
Insurance Company issued an additional 7,400 shares of its capital to its
stockholders by transferring $74,000.00 from the surplus account of the
company to the capital stock account of the company, and on the 2nd day of
January, 1945, the company issued 400 more shares of its capital stock by
transferring $4,000.00 from the surplus account of the company to the capital
stock account of the company, making a total of $78,000.00 additional stock
issued as a stock dividend of 300% to its stockholders, said addition to the
capital stock being effected by a transfer from the surplus account to the
capital stock account of the company.
This the 18th day of January, 1945.
SOUTHERN-DIXIE LIFE INSURANCE COMPANY

By: /S/ W.L. CARTER
___________________________________
President and Director

/S/ T.C. COLLINS
___________________________________
Secretary-Treasurer and Director

/S/ WM. M. YORK
___________________________________
Director

Sworn to and subscribed before me,
this the 18th day of January, 1945.

/S/ G. HARRINGTON, JR.
___________________________________
Notary Public

My commission expires: Jan. 10, 1946
STATE OF NORTH CAROLINA

INSURANCE DEPARTMENT
RALEIGH

I WILLIAM P. HODGES, INSURANCE COMMISSIONER IN AND FOR THE STATE OF NORTH
CAROLINA, DO HEREBY CERTIFY THAT I have carefully examined the certificate
filed by the Southern-Dixie Life Insurance Company executed by the officers
and a majority of the members of the Board of Directors certifying to the
increase of its capital stock from $26,000.00 to $104,000.00 by the transfer
of $74,000.00 from its surplus to the capital stock account of the company on
the 28th day of December, 1944, and by the further transfer of $4,000.00 from
the surplus account of the company to the capital stock account of the
company, making the combined capital stock of the company $104,000.00. This
certificate of increase is hereby certified to the Secretary of State for
recording and the company is hereby authorized to transact business upon the
capital increased. This certificate is issued as of January 23, 1945.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY OFFICIAL
SEAL AT THE CITY OF RALEIGH, THIS THE 31st DAY OF MAY A.D. 1947.

/S/ WILLIAM P. HODGES
______________________________________
INSURANCE COMMISSIONER

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE
OF INCORPORATION

THE SOUTHERN-DIXIE LIFE INSURANCE COMPANY

The location of the principal office in this State is in the city of
Greensboro, County of Guilford.

RESOLUTION OF DIRECTORS

The Board of Directors of the Southern-Dixie Life Insurance Company, a
corporation of North Carolina, on this the 3rd day of May, 1947, do hereby
resolve and declare that the Board of Directors is of the opinion, and so
recommends to the stockholders of the corporation, that it is advisable that
the corporate charter be amended to change the name of the corporation from
SOUTHERN-DIXIE LIFE INSURANCE COMPANY to SOUTHERN LIFE INSURANCE COMPANY; and
that a meeting of the stockholders of the Southern-Dixie Life Insurance
Company be held in the office of the company in Greensboro, North Carolina, at
ten o'clock A.M., on May 17th, 1947, at which time this recommendation is to
be made to the stockholders and they be allowed to vote at that time upon the
proposed amendment to the corporate charter; and that proper notice of this
stockholders meeting be given to all stockholders of this corporation.

CERTIFICATE OF CHANGE

The Southern-Dixie Life Insurance Company, a corporation of North
Carolina, doth hereby certify that pursuant to the said resolution, and upon
notice duly given to all voting stockholders, as provided by law and the
by-laws of this corporation, a meeting of the stockholders was held at the
time and place specified, and at least a majority in interest of the
stockholders of the said corporation having voting powers being represented in
person or by proxy, a resolution was unanimously adopted approving the
amendment proposed by the Board of Directors as follows:

That the corporate charter be amended to change the name of the
Southern-Dixie Life Insurance Company to Southern Life Insurance Company.

That the written consent of at least a majority in interest of
stockholders having voting powers is hereto appended.

IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by its President and Secretary, and its corporate seal to be hereto
affixed, the 17th day of May, 1947.

SOUTHERN-DIXIE LIFE INSURANCE COMPANY

/S/W.L. CARTER, PRESIDENT
By____________________________________
W.L. Carter, President
/S/T.C. COLLINS, SECRETARY
____________________________
T.C. COLLINS, SECRETARY

STATE OF NORTH CAROLINA
COUNTY OF GUILFORD

Be it remembered, that on this 17th day of May, 1947, before me, the
subscriber, a Notary Public, personally appeared T.C. Collins, Secretary of
the Southern-Dixie Life Insurance Company, the corporation mentioned in and
which executed the foregoing certificate, who, being by me duly sworn, on his
oath says that he is such Secretary, and that the seal affixed to said
certificate is the corporate seal of said corporation, the same being well
known to him; that W.L. Carter is President of said corporation, and signed
said certificate and affixed said seal thereto, and delivered said certificate
by authority of the Board of Directors and with the assent of at least a
majority in interest of the stockholders of said corporation having voting
powers as and for his voluntary act and deed, and the voluntary act and deed
of said corporation, in presence of deponent, who thereupon subscribed his
name thereto as witness.

And he further says that the assent hereto appended is signed by at least
two-thirds in interest of the stockholders of said corporation having voting
powers, either in person or by their several duly constituted attorneys in
fact, thereunto duly authorized in writing.

/S/VIVIAN F. ROBERTS
___________________________________
Notary Public

My commission expires:

March 14, 1948
____________________________

STATE OF NORTH CAROLINA
COUNTY OF GUILFORD

We, the subscribers, being at least a majority in interest of
stockholders of the Southern-Dixie Life Insurance Company having voting
powers, having at a meeting regularly called for the purpose, voted in favor
of amended the certificate of incorporation as above set out do now, pursuant
to the statute, hereby give our written assent to said change.

Witness our hands, this the 17th day of May, 1947.

STOCKHOLDERS SHARES

/S/ W.L. CARTER 8,090
________________________________ ___________________

/S/ W.L. CARTER, JR. 180
________________________________ ____________________

/S/ T. C. COLLINS 1,320
________________________________ ____________________

/S/ WM. YORK 6
________________________________ ____________________

/S/ CHARLES HOGAN, JR. 5
________________________________ ____________________

/S/ T.C. COLLINS BY PROXY 5,717
________________________________ ____________________

STATE OF NORTH CAROLINA

INSURANCE DEPARTMENT

RALEIGH

I, WILLIAM P. HODGES, INSURANCE COMMISSIONER IN AND FOR THE STATE OF
NORTH CAROLINA, DO HEREBY CERTIFY THAT I have examined the foregoing
Certificate of Amendment to the Certificate of Incorporation of the
SOUTHERN-DIXIE LIFE INSURANCE COMPANY and find the same in accordance with
law. I hereby approve and certify the same to the Honorable Thad Eure,
Secretary of State, as by law required.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY OFFICIAL
SEAL AT THE CITY OF RALEIGH, THIS THE 9th DAY OF JUNE A.D. 1947.

/S/ WILLIAM P. HODGES
______________________________________
INSURANCE COMMISSIONER

CERTIFICATE OF INCREASE OF CAPITAL STOCK

SOUTHERN LIFE INSURANCE COMPANY

GREENSBORO, NORTH CAROLINA

----------

Resolution of Directors

The Board of Directors of the Southern Life Insurance Company, a North
Carolina corporation with its principal office and place of business in
Greensboro, North Carolina, at its annual meeting on the 3rd day of May, 1952,
adopted the following resolutions:

"(1) RESOLVED: That the Board of Directors is of the opinion and so
recommends to the stockholders of the Southern Life Insurance Company,
Incorporated that it is advisable that the capital stock of this corporation
be increased from Fifteen Thousand Six Hundred (15,600) shares at a par value
of Ten (10.00) dollars per share to Fifty Thousand (50,000) shares at a par
value of Ten (10.00) dollars per share as authorized in the certificate of
incorporation of this corporation, as amended, and that this increase in
capital stock be effected by the transfer of Three Hundred Forty-Four Thousand
(344,000) dollars from the surplus account of this corporation to the capital
stock account of this corporation and that Thirty-Four Thousand Four Hundred
(34,400) shares of stock of the par value of Ten (10.00) dollars be issued on
a pro rata basis and as a stock dividend to stockholders of this corporation
of record on May 3, 1952.

"(2) BE IT FURTHER RESOLVED: That it appearing that in the issuance
of the increase of capital stock referred to above, fractional shares will be
involved, the Board of Directors is of the opinion and so recommends to the
stockholders of the corporation that it is advisable that fractional share
warrants be issued by the corporation in such instances when the pro rata
distribution would entitle a stockholder to a fractional interest in a share
of the capital stock of the Company; that said fractional share warrant will
entitle the holder thereof to a fractional interest in a share of the capital
stock of the Southern Life Insurance Company, as it exists after the
declaration and payment of the stock dividend of May 17, 1952, if such
dividend is approved by the stockholders of the corporation; and that upon
surrender of the warrant at the Company's office in Greensboro, North
Carolina, with other like fractional warrants aggregating the amount of one
share, the bearer will then be entitled to one share of the Company's capital
stock, as it exists after the declaration and payment of the said stock
dividend of May 17, 1952, if such stock dividend is approved by the
stockholders; and further that if the fractional warrants so surrendered
include a fraction in excess of one share, or multiple thereof, a new
fractional warrant will be issued by the Company; and that the fractional
share warrants shall not entitle the holder to voting or any other rights of a
stockholder, and no dividends or interest shall be payable or shall accrue in
respect to said fractional share warrants.

"(3) BE IT FURTHER RESOLVED: That the officers of the Company be,
and they are hereby, authorized, empowered and directed to take any and all
steps, and to do any and all acts that may be deemed necessary or advisable to
carry out these resolutions.

"(4) BE IT FURTHER RESOLVED: That a special meeting of the
stockholders of this company be, and it is hereby, called to meet at the
office of the Company in Greensboro, North Carolina, on Saturday the 17th day
of May, 1952, at 10:00 o'clock A.M., to take action on these resolutions, and
to transact such business as may come before said meeting."

The Southern Life Insurance Company, a North Carolina Corporation with
its principal office and place of business in Greensboro, North Carolina, does
hereby certify that, pursuant to the foregoing resolutions of its Board of
Directors, its stockholders owning and holding Fourteen Thousand Nine Hundred
Sixty-eight (14,968) shares of the Fifteen Thousand Six Hundred (15,600)
shares issued and outstanding met at a special meeting on the 17th day of May,
1952, and unanimously adopted the following resolutions:

"(1) RESOLVED: That the resolutions adopted by the Board of
Directors as set out in the call for special meeting of stockholders of the
Southern Life Insurance Company be and the same are in all respects approved;
and that in furtherance of said resolutions

"(2) BE IT FURTHER RESOLVED that the capital stock of the Southern
Life Insurance Company be increased from Fifteen Thousand Six Hundred (15,600)
shares at a par value of Ten (10.00) dollars per share to Fifty Thousand
(50,000) shares at a par value of Ten (10.00) dollars per share as authorized
in the certificate of incorporation of this corporation, as amended, and that
this increase in capital stock be effected by the transfer of Three Hundred
Forty-four Thousand (344,000.00) dollars from the surplus account of this
corporation to the capital stock account of this corporation and that
Thirty-four Thousand Four Hundred (34,400) shares of stock of the par value of
Ten (10.00) dollars be issued on a pro rata basis and as a stock dividend to
stockholders of this corporation of record on May 3, 1952.

"(3) BE IT FURTHER RESOLVED that fractional share warrants be issued
by the corporation in such instances when, in the issuance of the increase of
capital stock referred to above, the pro rata distribution entitles a
stockholder to a fractional interest in a share of the capital stock of the
company; that such fractional share warrant entitles the holder thereof to a
fractional interest in a share of the capital stock of the Southern Life
Insurance Company as it exists immediately after the declaration and payment
of the stock dividend authorized this the 17th day of May, 1952; and that upon
the surrender of the warrant at the corporation office in Greensboro, North
Carolina, with other like fractional warrants aggregating the amount of one
share, the holder will then be entitled to one share of the company's capital
stock, as it exists immediately after the declaration and payment of the said
stock dividend authorized this the 17th day of May, 1952; and further that if
the fractional warrants so surrendered include a fraction in excess of one
share, or multiple thereof, a new fractional warrant will be issued by the
company; and that the fractional share warrants shall not entitle the holder
to voting or any other rights of a stockholder, and no dividends or interest
shall be payable or shall accrue in respect to said fractional share warrants.

"(4) BE IT FURTHER RESOLVED that the officers of the company be, and
they are hereby, authorized, empowered and directed to take any and all steps
and do any and all acts that may be deemed necessary or advisable to carry out
these resolutions."

That pursuant to said resolutions, Three Hundred Forty-four Thousand
(344,000) dollars was transferred from the surplus account of said corporation
to the capital stock account of said corporation and that on the 17th day of
May, 1952, Thirty-four Thousand Three Hundred Ninety-five (34,395) shares of
stock of the par value of Ten (10.00) dollars per share were issued on a pro
rata basis and as a stock dividend to the stockholders of said corporation of
record on May 3, 1952, and that fractional share warrants aggregating five (5)
shares of stock of the par value of Ten (10.00) dollars per share will be
issued to the stockholders who are entitled to a fractional interest in a
share of the capital stock of this company at such time as such fractional
share warrants can be obtained from the printer.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by its President and Secretary and by a majority of its five Directors
and its corporate seal to be hereto affixed, this the 13th day of June, A.D.,
1952.

SOUTHERN LIFE INSURANCE COMPANY

Attest:
By /S/ W.L. CARTER
-------------------------------
President
/S/ T.C. COLLINS
- ----------------
Secretary /S/ W.L. CARTER
-------------------------------
President and Director

/S/ T.C. COLLINS
-------------------------------
Secretary and Director

/S/ W.L. CARTER JR.
-------------------------------
Director

/S/ CHARLES T. HAGAN, JR.
-------------------------------
Director

</TABLE>

Sworn to and subscribed by W.L. Carter, T.C. Collins, W.L. Carter, Jr.,
and Charles T. Hagan, Jr., this 13th day of June, 1952.

/S/ EARL H. LANNING JR.
___________________________________
Notary Public

My Commission Expires July 22, 1953.
___________________________________

NORTH CAROLINA
GUILFORD COUNTY

Be it remembered, that on this 13th day of June, A.D. 1952, before me,
the subscriber, a Notary Public, personally appeared T.C. Collins, Secretary
of the Southern Life Insurance Company, the corporation mentioned in and which
executed the foregoing certificate, who, being by me duly sworn, on his oath
says that he is such Secretary, and that the seal affixed to said certificate
is the corporate seal of said corporation, the same being well known to him;
that W.L. Carter is President of said corporation, and signed said certificate
and affixed said seal thereto, and delivered said certificate by authority of
the Board of Directors.
And he further says that said certificate is signed and sworn to by the
President and Secretary and a majority of the Board of Directors of said
corporation.

/S/ EARL H. LANNING JR.
___________________________________
Notary Public

My Commission Expires July 22, 1953.
___________________________________

STATE OF NORTH CAROLINA

INSURANCE DEPARTMENT

RALEIGH

I, WALDO C. CHEEK, COMMISSIONER OF INSURANCE IN AND FOR THE STATE OF
NORTH CAROLINA, DO HEREBY CERTIFY THAT I have examined the attached
certificate of Increase of Capital Stock from 15,600 shares at a par value of
$10.00 per share, to 50,000 shares at a par value of $10.00 per share, of the
Southern Life Insurance Company, Greensboro, North Carolina, and find the same
in conformity with the laws pertaining thereto (G.S.58-83), and do certify the
same to the Honorable Secretary of State as provided by law.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY OFFICIAL
SEAL AT THE CITY OF RALEIGH, THIS THE 17th DAY OF June A.D. 1952.

/S/ WALDO C. CHEEK
_____________________________________
COMMISSIONER OF INSURANCE

AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
SOUTHERN LIFE INSURANCE COMPANY

_________________

RESOLUTION OF DIRECTORS

The Board of Directors of Southern Life Insurance Company, a North
Carolina corporation with its principal office and place of business in
Greensboro, North Carolina on the 19th day of July, 1952, adopted the
following resolutions:
"RESOLVED, by the Board of Directors of Southern Life Insurance
Company, Greensboro, North Carolina, in meeting duly called and assembled that
the Board of Directors is of the opinion and so recommends to the stockholders
of Southern Life Insurance Company that it is deemed advisable to amend the
Certificate of Incorporation of this Company to increase the authorized
capital stock of the Company from Five Hundred Thousand ($500,000) Dollars
divided into Fifty Thousand (50,000) shares of the par value of Ten ($10)
Dollars per share to One Million ($1,000,000) Dollars divided into One Hundred
Thousand (100,000) shares of the par value of Ten ($10) Dollars per share, and
to that end, and to accomplish said purpose:
"BE IT FURTHER RESOLVED, That the Certificate of Incorporation of
this Company be amended further by striking out in Section 4 the words and
figures 'Five Hundred Thousand ($500,000) Dollars divided into Fifty Thousand
(50,000) shares of the par value of Ten ($10) Dollars per share' and inserting
in lieu thereof 'One Million ($1,000,000) Dollars divided into One Hundred
Thousand (100,000) shares of the par value of Ten ($10) Dollars per share.'
"BE IT FURTHER RESOLVED, That the officers of the Company be, and
they are hereby, authorized, empowered and directed to take any and all steps,
and to do any and all acts that may be deemed necessary or advisable to carry
out these resolutions.
"BE IT FURTHER RESOLVED, That a special meeting of the stockholders
of this Company be, and it is hereby, called to meet at the office of the
Company in Greensboro, North Carolina, on Saturday the first day of November,
1952, at 10:00 o'clock A.M. to take action on these resolutions, and to
transact such business as may come before said meeting."

CERTIFICATE OF CHANGE
The Southern Life Insurance Company, a North Carolina corporation with
its principal office and place of business in Greensboro, North Carolina, does
hereby certify that pursuant to the foregoing resolutions of its Board of
Directors, and upon notice duly given to all stockholders as provided by law
and the by-laws of this corporation, a meeting of the stockholders was held on
this the first day of November, 1952 and the following resolutions were
adopted approving the amendment proposed by the Board of Directors, as
follows:
"RESOLVED by the stockholders of the Southern Life Insurance Company
in meeting duly called and assembled that the resolutions adopted by the Board
of Directors as set out in the call of special meeting of stockholders of the
Southern Life Insurance Company be and the same are in all respects approved,
and that the Certificate of Incorporation of this Company be amended as
recommended in the resolution of the Board of Directors above set forth, and
to this end and to accomplish said purpose:
"BE IT FURTHER RESOLVED that the Certificate of Incorporation of this
Company be amended further by striking out in Section 4 the words and figures
'Five Hundred Thousand ($500,000) Dollars divided into Fifty Thousand (50,000)
shares of the par value of Ten ($10) Dollars per share' and inserting in lieu
thereof 'One Million ($1,000,000) Dollars divided into One Hundred Thousand
(100,000) shares of the par value of Ten ($10) Dollars per share.'
"BE IT FURTHER RESOLVED, that the officers of the Company be and they
are hereby, authorized, empowered and directed to take any and all steps, and
to do any and all acts that may be deemed necessary or advisable to carry out
these resolutions."
That more than two-thirds in interest of all the stockholders of said
corporation voted in favor of said resolutions, and that their written assent
is hereto appended and adopted.
In Witness Whereof, said corporation has caused this Certificate to be
signed in its name by its President and attested by its Secretary, and its
corporate seal to be hereto affixed, this the first day of November, 1952.

SOUTHERN LIFE INSURANCE COMPANY

BY /S/ W.L. CARTER
________________________________
PRESIDENT

ATTEST:

/S/ T.C. COLLINS
_______________________________
SECRETARY

NORTH CAROLINA
GUILFORD COUNTY

Be it remembered, that on this first day of November, A.D. 1952, before
me, the subscriber, a notary public, personally appeared T.C. Collins,
Secretary of the Southern Life Insurance Company, the corporation mentioned in
and which executed the foregoing certificate, who, being by me duly sworn, on
his oath says that he is such Secretary, and that the seal affixed to said
certificate is the corporate seal of said corporation, the same being
well-known to him; that W.L. Carter is President of said corporation, and
signed said certificate and affixed said seal thereto, and delivered said
certificate by authority of the Board of Directors and with the assent of at
least two-thirds in interest of the Stockholders of said corporation having
voting powers as and for his voluntary act and deed, and the voluntary act and
deed of said corporation, in presence of deponent, who thereupon subscribed
his name thereto as witness.

/S/
________________________________________
Notary Public

My Commission Expires

STATE OF NORTH CAROLINA

INSURANCE DEPARTMENT

RALEIGH

I, WALDO C. CHEEK, COMMISSIONER OF INSURANCE IN AND FOR THE STATE OF
NORTH CAROLINA, DO HEREBY CERTIFY THAT I have examined the annexed Amendment
of Certificate of Incorporation of SOUTHERN LIFE INSURANCE COMPANY,
Greensboro, N.C., dated 1st November, 1952, increasing the authorized capital
stock of the Company from FIVE HUNDRED THOUSAND ($500,000) DOLLARS, divided
into Fifty Thousand (50,000) shares of Ten ($10) Dollars per share to ONE
MILLION ($1,000,000) DOLLARS divided into One Hundred Thousand (100,000)
shares of the par value of Ten ($10) Dollars per share, which conforms to law
therefor, and that I approve such increase in the capital structure of the
Company, and I hereby certify the attached Amendment for filing with the
Secretary of State of North Carolina as required by law.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY OFFICIAL
SEAL AT THE CITY OF RALEIGH, THIS THE 19th DAY OF January A.D. 1953.

/S/ WALDO C. CHEEK
_____________________________________
COMMISSIONER OF INSURANCE

AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
SOUTHERN LIFE INSURANCE COMPANY
* * * * * * *
RESOLUTION OF DIRECTORS

The Board of Directors of Southern Life Insurance Company, a North
Carolina corporation with its principal office and place of business in
Greensboro, North Carolina, on the 5th day of May, 1956, adopted the following
resolutions:
"Resolved, by the Board of Directors of Southern Life Insurance Company,
Greensboro, North Carolina, in meeting duly called and assembled, that the
Board of Directors is of the opinion and so recommends to the Stockholders of
Southern Life Insurance Company that it is deemed advisable to amend the
Certificate of Incorporation of this company to change the date of the annual
meeting from the first Saturday in May to such time as the Board of Directors
shall designate in the By-Laws, and to that end, and to accomplish said
purpose:
"Be it further resolved, that the Certificate of Incorporation of this
company be amended further by striking out the words that the annual meeting
'be changed from the second Tuesday in January to the first Saturday in May'
and inserting in lieu thereof the words 'be at such time as the Board of
Directors shall designate in the By-Laws'.
"Be it further resolved that the officers of the company be, and they are
hereby authorized, empowered and directed to take any and all steps and do any
and all acts that may be deemed necessary or advisable to carry out these
resolutions.
"Be it further resolved, that a special meeting of the Stockholders of
this company be, and it is hereby, called to meet at the office of the company
in Greensboro, North Carolina, on Saturday, the 4th day of August, 1956, at
10:00 a.m., to take action on these resolutions."
CERTIFICATE OF CHANGE
The Southern Life Insurance Company, a North Carolina corporation with
its principal office and place of business in Greensboro, North Carolina, does
hereby certify that pursuant to the foregoing resolutions of its Board of
Directors, and upon notice duly given to all Stockholders as provided by law
and the By-laws of this corporation, a meeting of the Stockholders was held on
this the fourth day of August, 1956, and the following resolutions were
adopted approving the amendment proposed by the Board of Directors, as
follows:
"Resolved by the Stockholders of the Southern Life Insurance Company in
meeting duly called and assembled that the resolutions adopted by the Board of
Directors as set out in the call of special meeting of the Stockholders of
Southern Life Insurance Company be and the same are in all respects approved,
and that the Certificate of Incorporation of this company be amended as
recommended as recommended in the resolution of the Board of Directors above
set forth, and to this end and to accomplish said purpose:
"Be it further resolved that the Certificate of Incorporation of this
company be amended further by striking out the words that the annual meeting
'be changed from the second Tuesday in January to the first Saturday in May'
and inserting in lieu thereof the words 'be at such time as the Board of
Directors shall designate in the By-Laws'.
"Be it further resolved that the officers of the company be, and they are
hereby authorized, empowered and directed to take any and all steps and do any
and all acts that may be deemed necessary or advisable to carry out these
resolutions."
That more than two-thirds in interest of all the Stockholders of said
corporation voted in favor of said resolution.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed in its name by its President and attested by its Secretary, and its
corporate seal to be hereto affixed, this the fourth day of August, 1956.

SOUTHERN LIFE INSURANCE COMPANY

BY /S/ W.L. CARTER
________________________________
PRESIDENT

ATTEST:

/S/ T.C. COLLINS
_______________________________
SECRETARY

NORTH CAROLINA
GUILFORD COUNTY

Be it remembered, that on the fourth day of August, A.D. 1956, before me,
the subscriber, a notary public, personally appeared T.C. Collins, Secretary
of the Southern Life Insurance Company, the corporation mentioned in and which
executed the foregoing certificate, who, being by me duly sworn, on his oath
says that he is such Secretary, and that the seal affixed to said certificate
is the corporate seal of said corporation, the same being well-known to him;
that W.L. Carter is President of said corporation, and signed said certificate
and affixed said seal thereto, and delivered said certificate by authority of
the Board of Directors and with the assent of at least two-thirds in interest
of the Stockholders of said corporation having voting powers as and for his
voluntary act and deed, and the voluntary act and deed of said corporation, in
presence of deponent, who thereupon subscribed his name thereto as witness.

/S/ MARY H. KENNEDY
________________________________________
Notary Public

My Commission Expires May 25, 1957

STATE OF NORTH CAROLINA
INSURANCE DEPARTMENT
RALEIGH

I, Charles F. Gold, Commissioner of Insurance in and for the State of
North Carolina, do hereby certify that I have examined the attached "AMENDMENT
OF CERTIFICATE OF INCORPORATION" dated 4th August, 1956 of the SOUTHERN LIFE
INSURANCE COMPANY, a North Carolina corporation with its principal office and
place of business in Greensboro, North Carolina, and that I find the same in
conformity with the law pertaining thereto, and to hereby certify the same to
the Honorable Thad Eure, Secretary of State, as provided by law for filing.

In testimony whereof, I have hereunto set my hand and affixed my official
seal at the city of Raleigh, this the 9th day of August A.D. 1956.

/S/ CHARLES F. GOLD
____________________________________
Commissioner of Insurance

CERTIFICATE OF INCREASE OF CAPITAL STOCK
OF
SOUTHERN LIFE INSURANCE COMPANY
GREENSBORO, NORTH CAROLINA
* * * * * * *
RESOLUTION OF DIRECTORS

The Board of Directors of the Southern Life Insurance Company, a North
Carolina corporation, with its principal office and place of business in
Greensboro, North Carolina, at its regular meeting held on the 3rd day of
November, 1956, adopted the following resolutions:
"Resolved, by the Board of Directors of Southern Life Insurance Company,
in meeting duly called and assembled, that the Board of Directors is of the
opinion and so recommends to the stockholders of the Southern Life Insurance
Company, that it is advisable that the capital stock of this corporation be
increased from Fifty Thousand (50,000) shares at a par value of Ten ($10.00)
Dollars per share to One Hundred Thousand (100,000) shares at a par value of
Ten ($10.00) Dollars per share as authorized in the certificate of
incorporation of this corporation, as amended, and that this increase in
capital stock be effected by the transfer of Five Hundred Thousand ($500,000)
Dollars from the surplus account of the corporation to the capital stock
account of this corporation and that Fifty Thousand (50,000) shares of stock
of the par value of Ten ($10.00) Dollars be issued on a pro-rata basis and as
a stock dividend to stockholders of this corporation of record on the 3rd day
of November, 1956.
"Be it further resolved, that the officers of the Company be, and they
are hereby, authorized, empowered and directed to take any and all steps, and
to do any and all acts that may be deemed necessary or advisable to carry out
these resolutions.
"Be it further resolved, that a special meeting of the stockholders of
this Company be, and it is hereby, called to meet at the Home Office of the
Company in Greensboro, North Carolina, on Saturday the 17th day of November,
1956, at 10:00 A.M. to take action on these resolutions."
CERTIFICATE OF CHANGE
The Southern Life Insurance Company, a North Carolina corporation with
its principal office and place of business in Greensboro, North Carolina, does
hereby certify that, pursuant to the foregoing resolutions of its Board of
Directors, its stockholders owning and holding Forty-seven Thousand Five
Hundred Thirty-eight (47,538) shares of the Forty-nine Thousand Nine Hundred
Ninety-nine (49,999) shares issued and outstanding, met at a special meeting
on the 17th day of November, 1956, at the Home Office of the Company, and
unanimously adopted the following resolutions:
"Resolved, by the Stockholders of the Southern Life Insurance Company in
meeting duly called and assembled, that the resolutions adopted by the Board
of Directors as set out in the call for this special meeting of the
stockholders of Southern Life Insurance Company be, and the same are in all
respects, approved; and that in furtherance of said resolutions,
"Be it further resolved that the capital stock of the Southern Life
Insurance Company be increased from Fifty Thousand (50,000) shares at a par
value of Ten ($10.00) Dollars per share to One Hundred Thousand (100,000)
shares at a par value of Ten ($10.00)Dollars per share

fractional share warrants aggregating one (1) share of the capital stock of
the Southern Life Insurance Company as it existed immediately after the
declaration and payment of the stock dividend of May 17, 1952, are presently
outstanding and were registered upon the records of the Southern Life
Insurance Company on the 3rd day of November, 1956; and that upon the
surrender at the Home Office of the Company in Greensboro, North Carolina, of
the aforesaid fractional share warrants aggregating one (1) share of the
capital stock of the Southern Life Insurance Company as it existed immediately
after the declaration and payment of the stock dividend of May 17, 1952, the
holder thereof will then be entitled to two (2) shares of the Company's
capital stock as it exists immediately after the declaration and payment of
the stock dividend authorized on the 17th day of November, 1956.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by its President and Secretary and by a majority of its five Directors,
and its corporate seal to be hereto affixed, this the 27th day of November,
1956.
SOUTHERN LIFE INSURANCE COMPANY

BY /S/ W.L. CARTER
___________________________________
W.L. Carter, President

/S/ W.L. CARTER
___________________________________
W.L. Carter, President and Director

/S/ T.C. COLLINS
___________________________________
T.C. Collins, Secretary and Director

/S/ W.L. CARTER, JR.
________________________________
W.L. Carter, Jr., Director

/S/ CHARLES T. HAGAN, JR.
________________________________
Charles T. Hagan, Jr., Director

ATTEST:

/S/ T.C. COLLINS
____________________________
T.C. Collins, Secretary

Sworn to and subscribed by W.L. Carter, T.C. Collins, W.L. Carter, Jr.,
and Charles T. Hagan, Jr., this 27th day of November, 1956.

/S/ MARY H. KENNEDY
___________________________________
Notary Public

My commission expires: May 25, 1957
_____________

NORTH CAROLINA
GUILFORD COUNTY

Be it remembered, that on this 27th day of November, A.D. 1956, before
me, the subscriber, a Notary Public, personally appeared T.C. Collins,
Secretary of the Southern Life Insurance Company, the corporation mentioned in
and which executed the foregoing certificate, who, being by me duly sworn, on
his oath says that he is such Secretary, and that the seal affixed to said
certificate is the corporate seal of said corporation, the same being
well-known to him; that W.L. Carter is President of said corporation, and
signed said certificate and affixed said seal thereto, and delivered said
certificate by authority of the Board of Directors.
And he further says that said certificate is signed and sworn to by the
President and Secretary and a majority of the Board of Directors of said
corporation.
/S/ MARY H. KENNEDY
________________________________________
Notary Public

My Commission Expires May 25, 1957

STATE OF NORTH CAROLINA
INSURANCE DEPARTMENT
RALEIGH

I, Charles F. Gold, Commissioner of Insurance in and for the State of
North Carolina, do hereby certify that I have examined the foregoing and
attached "CERTIFICATE OF INCREASE OF ISSUED CAPITAL STOCK OF SOUTHERN LIFE
INSURANCE COMPANY", Greensboro, North Carolina, which increases the issued
capital stock of this company from Fifty Thousand (50,000) shares at the par
value of Ten ($10) Dollars per share to ONE HUNDRED THOUSAND (100,000) shares
at a par value of ten ($10) Dollars per share as heretofore authorized in the
Certificate of Incorporation of this corporation, and I find that it complies
with the requirements of law, and I hereby approve the said increase in issued
capital stock of the company, and certify the same to the Honorable Secretary
of State, as required by law.

In testimony whereof, I have hereunto set my hand and affixed my official
seal at the city of Raleigh, this the 28th day of November A.D. 1956.

/S/ CHARLES F. GOLD
____________________________________
Commissioner of Insurance

STATE OF NORTH CAROLINA
INSURANCE DEPARTMENT
RALEIGH

I, JOHN RANDOLPH INGRAM, Commissioner of Insurance in and for the State
of North Carolina, do hereby certify that I have examined the attached
Articles of Amendment of the Charter of Southern Life Insurance Company,
Greensboro, North Carolina, dated September 28, 1973, increasing the
authorized Capital Stock from 100,000 shares of a par value of $10.00 per
share, to 200,000 shares of a like par value whereof 100,000 shares are
presently issued and outstanding, and since the Amendment conforms to the
Corporation Laws of North Carolina, I hereby approve and certify the same unto
the Office of the Secretary of State of North Carolina, for filing as required
by law.

In testimony whereof, I have hereunto set my hand and affixed my official
seal at the city of Raleigh, this the 29th day of November A.D. 1973.

/S/ JOHN RANDOLPH INGRAM
____________________________________
Commissioner of Insurance

ARTICLES OF AMENDMENT
OF
SOUTHERN LIFE INSURANCE COMPANY

The undersigned Corporation hereby executes these Articles of Amendment
for the purpose of amending its Charter:
I.
The name of this Corporation is Southern Life Insurance Company.
II.
At the annual meeting of the Board of Directors held on May 12, 1973,
which meeting was duly held pursuant to notice and at which all Directors were
present, the following resolution to increase the authorized capital stock of
the Corporation was proposed, seconded, and unanimously adopted:
"BE IT RESOLVED, that the Certificate of Incorporation of this Company
be amended by striking out Section 4 in its entirety and inserting lieu
thereof the following:

"'4. The authorized capital stock is Two Million ($2,000,000.00)
Dollars divided into Two Hundred Thousand (200,000) shares of the par
Value of Ten ($10.00) Dollars per share.'"

III.
The proposed amendment to the Charter of the Corporation as set forth in
the immediately preceding paragraph was in all respects adopted and approved
by the shareholders of the Corporation at a special meeting of the
shareholders, at which a quorum was present, duly called and held on the 11th
day of August, 1973.
IV.
The total number of shares of the Corporation outstanding and entitled to
vote at said special meeting of shareholders was One Hundred Thousand
(100,000), all of one class. No other class of shares was entitled to vote as
a class or otherwise.
V.
The number of shares voted for such amendment at said special meeting of
shareholders was Ninety-eight Thousand Seven Hundred Thirty-Nine (98,739),
said number being the total number of shares represented at said meeting in
person or by proxy. No shares were voted against such amendment.
VI.
The aforementioned amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
VII.
The aforementioned amendment does not give rise to dissenter's rights for
the reason that it only increases the total authorized capital of the
Corporation and the total number of shares which the Corporation has authority
to issue.

IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be duly executed by its corporate officers, all done pursuant to
corporate authority duly conferred, this the 28th day of September, 1973.

SOUTHERN LIFE INSURANCE COMPANY

By /S/ W. L. CARTER, JR.
___________________________________
President

Attest:

/S/ T.C. COLLINS, JR.
________________________________
Secretary

NORTH CAROLINA
GUILFORD COUNTY

I. W.L. Carter, Jr., do hereby declare that I signed the annexed Articles
of Amendment of Southern Life Insurance Company, as President of said
Corporation, and for and on its behalf, pursuant to corporate authority duly
given, and that the statements contained therein are true to the best of my
knowledge, information and belief.

This the 28th day of September, 1973.

/S/ W.L. CARTER, JR.
__________________________________
President
Southern Life Insurance Company

Sworn to and subscribed before
me this the 28th day of
September, 1973.

/S/ RUBY B. JACKSON
____________________________
Notary Public

My commission expires:

December 19, 1974
_____________________________

NORTH CAROLINA
GUILFORD COUNTY

I, T.C. Collins, Jr., do hereby declare that I signed the annexed Articles
of Amendment of Southern Life Insurance Company as Secretary of said
Corporation, and for and on its behalf, pursuant to corporate authority duly
given, and that the statements contained therein are true to the best of my
knowledge, information and belief.

This the 28th day of September, 1973.

/S/ T. C. COLLINS, JR.
________________________________________
Secretary
Southern Life Insurance Company

Sworn to and subscribed before
me this the 28th day of September,
1973.

/S/ RUBY B. JACKSON
__________________________________
Notary Public

My commission expires:

December 19, 1974
__________________________________

STATE OF NORTH CAROLINA
INSURANCE DEPARTMENT
RALEIGH

I, JOHN RANDOLPH INGRAM, Commissioner of Insurance in and for the State
of North Carolina, do hereby certify that I have carefully examined the
attached December 21, 1973 Certificate of Increase of (Issued) Capital Stock
of Southern Life Insurance Company, Greensboro, North Carolina, from 100,000
shares of the par value of Ten ($10.00) Dollars per share to 200,000 shares of
like par value, and since the said increase and the facts of the transaction
conform to G.S. 58-83, I hereby approve said Certificate for filing with the
Office of the Secretary of State of North Carolina, whereupon the Company may
then transact business upon the Capital as increased from $1,000,000 to
$2,000,000.

In testimony whereof, I have hereunto set my hand and affixed my official
seal at the city of Raleigh, this the 4th day of January A.D. 1974.

/S/ JOHN RANDOLPH INGRAM
____________________________________
Commissioner of Insurance

CERTIFICATE OF INCREASE OF CAPITAL STOCK
OF
SOUTHERN LIFE INSURANCE COMPANY
GREENSBORO, NORTH CAROLINA

The undersigned Corporation, in accordance with Section 58-83 of the
General Statutes of North Carolina, executes this Certificate setting forth
the amount of the increase of capital stock of the Corporation and the facts
of the transaction:
The name of this Corporation is Southern Life Insurance Company.

RESOLUTION OF DIRECTORS
The Board of Directors of Southern Life Insurance Company, a North
Carolina corporation with its principal office and place of business in
Greensboro, North Carolina, at its annual meeting held on May 12, 1973,
adopted the following resolutions:
"RESOLVED, by the Board of Directors of Southern Life Insurance Company,
Greensboro, North Carolina, in meeting duly called and assembled and at which
all members of the Board of Directors were present, that the Board of
Directors is of the opinion and so recommends to the stockholders of Southern
Life Insurance Company that it is deemed advisable to amend the Certificate of
Incorporation of this Company to increase the authorized capital stock of the
Company from One Million ($1,000,000.00) Dollars divided into One Hundred
Thousand (100,000) shares of the par value of Ten ($10.00) Dollars per share
to Two Million ($2,000,000.00) Dollars divided into Two Hundred Thousand
(200,000) shares of the par value of Ten ($10.00) Dollars per share and to
that end and to accomplish said purpose:

"BE IT RESOLVED that the Certificate of Incorporation of this Company be
amended by striking out Section 4 in its entirety and inserting in lieu
thereof the following:

"'4. The authorized capital stock is Two Million
($2,000,000.00) Dollars divided into Two Hundred Thousand
(200,000) shares of the par value of Ten ($10.00) Dollars
per share.'

"BE IT RESOLVED, that the Board of Directors is of the opinion and so
recommends to the stockholders of Southern Life Insurance Company that it is
advisable that the issued and outstanding capital stock of this Company be
increased from One Hundred Thousand (100,000) shares at a par value of Ten
($10.00) Dollars per share to Two Hundred Thousand (200,000) shares at a par
value of Ten ($10.00) Dollars per share and that upon the filing of Articles
of Amendment to the Charter of this Corporation whereby the authorized capital
stock is increased to Two Million ($2,000,000.00) Dollars that this increase
in the issued and outstanding capital stock be effected by the transfer of One
Million ($1,000,000.00) Dollars from the unassigned surplus account of the
Corporation to the capital stock account of this corporation and that One
Hundred Thousand (100,000) shares of stock of the par value of Ten ($10.00)
Dollars be issued on a pro rata basis and as a stock dividend to stockholders
of this Corporation of record as of the 11th day of August, 1973.

"BE IT FURTHER RESOLVED, that the officers of the Company be, and they
are hereby, authorized, empowered, and directed to take any and all steps and
to do any and all acts that may be deemed necessary or advisable to carry out
these resolutions.

"BE IT FURTHER RESOLVED, that a special meeting of the stockholders
of this Company be, and it is hereby, called to meet at the home office of the
Company in Greensboro, North Carolina, on Saturday, the 11th day of August,
1973, at 10:00 a.m. to take action on these resolutions."

The proposed Amendment to the Charter of the Corporation by the terms of
which the authorized capital stock of the Corporation was increased to Two
Million ($2,000,000.00) Dollars divided into Two Hundred Thousand (200,000)
shares of the par value of Ten ($10.00) Dollars per share was in all respects
adopted and approved by the shareholders of the Corporation at a special
meeting of the shareholders, at which a quorum was present, duly called and
held on the 11th day of August, 1973. Articles of Amendment reflecting the
increase in authorized capital stock of Southern Life Insurance Company were
submitted by the Company to the Honorable John Randolph Ingram, Commissioner
of Insurance, who on November 29, 1973, approved the said Articles of
Amendment and certified them unto the office of the Secretary of State of
North Carolina, and said Articles of Amendment were filed in the office of the
Honorable Thad Eure, Secretary of State of North Carolina on November 30,
1973.

CERTIFICATE OF CHANGE

Southern Life Insurance Company, a North Carolina corporation with its
principal office and place of business in Greensboro, North Carolina, does
hereby certify that at a special meeting of its shareholders, at which a
quorum was present, duly called and held on the 11th day of August, 1973, the
shareholders of Southern Life Insurance Company adopted the following
resolutions:
"BE IT RESOLVED, that, upon the filing of Articles of Amendment to
the Charter of this Corporation whereby the authorized capital stock is
increased to Two Million ($2,000,000.00) Dollars, the issued and outstanding
capital stock of this Company be increased from One Hundred Thousand (100,000)
shares at a par value of Ten ($10.00) Dollars per share to Two Hundred
Thousand (200,000) shares at a par value of Ten ($10.00) Dollars per share and
that this increase in the issued and outstanding capital stock be effected by
the transfer of One Million ($1,000,000.00) Dollars from the unassigned
surplus account of this Corporation to the capital stock account of this
Corporation and that One Hundred Thousand (100,000) shares of stock of the par
value of Ten ($10.00) Dollars be issued on a pro rata basis and as a stock
dividend to stockholders of this Corporation of record as of the 11th day of
August, 1973.

"BE IT FURTHER RESOLVED, that the officers of the Company be, and
they are hereby authorized, empowered, and directed to take any and all steps
and to do any and all acts that may be deemed necessary or advisable to carry
out these resolutions."

The total number of shares of the Corporation outstanding and entitled to
vote at said special meeting of the shareholders was One Hundred Thousand
(100,000), all of one class. No other class of shares was entitled to vote as
a class or otherwise. The number of shares voted for the foregoing resolutions
at said special meeting of shareholders was Ninety-eight Thousand Seven
Hundred Thirty-nine (98,739), said number being the total number of shares
represented at said meeting in person or by proxy.

It is further certified that pursuant to said resolutions One Million
($1,000,000.00) Dollars was transferred from the unassigned surplus account of
this Corporation to the capital stock account of said Corporation and that on
the 12th day of December, 1973, One Hundred Thousand (100,000) shares of stock
of the par value of Ten ($10.00) Dollars per share were issued on a pro rata
basis and as a stock dividend to the stockholders of said Corporation of
record as of the 11th day of August, 1973.

IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed by its President and Secretary and by a majority of its five (5)
Directors, and its corporate seal to be hereto affixed this the 21st day of
December, 1973.

SOUTHERN LIFE INSURANCE COMPANY

By /S/ W.L. CARTER, JR.
---------------------------
W.L. Carter, Jr., President

Attest:

/S/ T.C. COLLINS, JR.
--------------------------
T.C. Collins, Jr., Secretary

(Affix Corporate Seal) /S/ W.L. CARTER, JR.
---------------------------
W.L. Carter, Jr., President and Director

/S/ VIRGINIA BLAIR CARTER HAGAN
---------------------------------
Virginia Blair Carter Hagan, Director

/S/ CHARLES T. HAGAN, JR.
------------------------------
Charles, T. Hagan, Jr., Director

NORTH CAROLINA
GUILFORD COUNTY

Be it remembered, that on this 21st day of December, A.D. 1973, before
me, the subscriber, a Notary Public, personally appeared T.C. Collins, Jr.,
Secretary of the Southern Life Insurance Company, the corporation mentioned in
and which executed the foregoing certificate, who, being by me duly sworn, on
his oath says that he is such Secretary, and that the seal affixed to said
certificate is the corporate seal of said corporation, the same being well
known to him; that W.L. Carter, Jr., is President of said corporation, and
signed said certificate and affixed said seal thereto, and delivered said
certificate by authority of the Board of Directors.

And he further says that said certificate is signed and sworn to by the
President and Secretary and a majority of the Board of Directors of said
Corporation.

/S/ HILDA D. PASCHAL
____________________________________
Notary Public

My commission expires:

Nov. 14, 1974
________________________

Sworn to and subscribed by W.L. Carter, Jr., Virginia Blair Carter Hagan,
and Charles T. Hagan, Jr., this 21st day of December, 1973.

/S/ HILDA D. PASCHAL
____________________________________
Notary Public

My commission expires:

Nov. 14, 1974
________________________

ARTICLES OF AMENDMENT
OF
SOUTHERN LIFE INSURANCE COMPANY

The undersigned Corporation hereby executes these Articles of Amendment
for the purpose of amending its Charter:
I.
The name of this Corporation is Southern Life Insurance Company.
II.
At a regular meeting of the Board of Directors held February 9, 1974,
which meeting was duly held pursuant to notice and at which all Directors were
present, the following resolution to increase the authorized capital stock of
the Corporation was proposed, seconded, and unanimously adopted:
"BE IT RESOLVED, that the Certificate of Incorporation of this Company
be amended by striking out Section 4 in its entirety and inserting in lieu
thereof the following:

"4. The authorized capital stock is Ten Million ($10,000,000.00)
Dollars divided into One Million (1,000,000) shares of the par
Value of Ten ($10.00) Dollars per share."

III.
The proposed amendment to the Charter of the Corporation as set forth in
the immediately preceding paragraph was in all respects adopted and approved
by the shareholders of the Corporation at the annual meeting of the
shareholders, at which a quorum was present, duly called and held on the 11th
day of May, 1974.
IV.
The total number of shares of the Corporation outstanding and entitled to
vote at said special meeting of shareholders was Two Hundred Thousand
(200,000), all of one class. No other class of shares was entitled to vote as
a class or otherwise.
V.
The number of shares voted for such amendment at said special meeting of
shareholders was One Hundred Ninety-nine Thousand Seven Hundred Seventy-six
(199,776), said number being the total number of shares represented at said
meeting in person or by proxy. No shares were voted against such amendment.
VI.
The aforementioned amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
VII.
The aforementioned amendment does not give rise to dissenter's rights for
the reason that it only increases the total authorized capital of the
Corporation and the total number of shares which the Corporation has authority
to issue.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be duly executed by its corporate officers, all done pursuant to
corporate authority duly conferred, this the 14th day of May, 1974.

SOUTHERN LIFE INSURANCE COMPANY

By /S/ W. L. CARTER, JR.
___________________________________
President

Attest:

/S/ T.C. COLLINS, JR.
________________________________
Secretary

NORTH CAROLINA
GUILFORD COUNTY

/S/ W.L. CARTER, JR.
__________________________________
President
Southern Life Insurance Company

Sworn to and subscribed before
me this the 14th day of
May, 1974.

/S/ HILDA D. PASCHAL
____________________________
Notary Public

My commission expires:

November 14, 1974
_____________________________

NORTH CAROLINA
GUILFORD COUNTY
I, T.C. Collins, Jr., do hereby declare that I signed the annexed Articles
of Amendment of Southern Life Insurance Company as Secretary of said
Corporation, and for and on its behalf, pursuant to corporate authority duly
given, and that the statements contained therein are true to the best of my
knowledge, information and belief.
This the 14th day of May, 1974.

/S/ T. C. COLLINS, JR.
________________________________________
Secretary
Southern Life Insurance Company

Sworn to and subscribed before
me this the 14th day of May,
1974.

/S/ HILDA D. PASCHAL
__________________________________
Notary Public

My commission expires:

November 14, 1974
__________________________________

STATE OF NORTH CAROLINA
INSURANCE DEPARTMENT
RALEIGH

I, JOHN RANDOLPH INGRAM, Commissioner of Insurance in and for the State
of North Carolina, do hereby certify that I have examined the attached
Articles of Amendment of the Charter of SOUTHERN LIFE INSURANCE COMPANY,
Greensboro, North Carolina, dated May 14, 1974, increasing the authorized
Capital Stock from 200,000 shares of a par value of Ten ($10.00) Dollars per
share, to 1,000,000 shares of a like par value whereof 200,000 shares are
presently issued and outstanding, and since the Amendment conforms to the
Corporation Laws of North Carolina, I hereby approve and certify the same unto
the Office of the Secretary of State of North Carolina, for filing as required
by law.

In testimony whereof, I have hereunto set my hand and affixed my official
seal at the city of Raleigh, this the 22nd day of May A.D. 1974.

/S/ JOHN RANDOLPH INGRAM
____________________________________
Commissioner of Insurance

ARTICLES OF AMENDMENT
OF
SOUTHERN LIFE INSURANCE COMPANY

The undersigned Corporation hereby executes these Articles of Amendment
for the purpose of amending its Charter:
I.
The name of this Corporation is Southern Life Insurance Company.
II.
At the annual meeting of the Board of Directors held on June 28, 1989,
which meeting was duly held pursuant to notice and at which all Directors were
present, the following resolution to change the name of the Corporation was
proposed, seconded, and unanimously adopted:

"BE IT RESOLVED, that the Certificate of Incorporation of this Company be
amended by striking out Section 1 in its entirety and inserting lieu thereof
the following:

"1. The name of this Corporation is LONDON PACIFIC LIFE & ANNUITY
COMPANY."
III.
The proposed amendment to the Charter of the Corporation as set forth in
the immediately preceding paragraph was in all respects adopted and approved
by the shareholders of the Corporation at a special meeting of the
shareholders, at which a quorum was present, duly called and held on the 30th
day of June, 1989.
IV.
The total number of shares of the Corporation outstanding and entitled to
vote at said special meeting of shareholders was Two Hundred Thousand
(200,000), all of one class. No other class of shares was entitled to vote as
a class or otherwise.
V.
The number of shares voted for such amendment at said special meeting of
shareholders was Two Hundred Thousand (200,000), said number being the total
number of shares represented at said meeting in person or by proxy. No shares
were voted against such amendment.
VI.
The aforementioned amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
VII.
The aforementioned amendment does not give rise to dissenter's rights.

SOUTHERN LIFE INSURANCE COMPANY

By /S/ CLIFFORD N. GAMBLE
___________________________________
President

Attest:

/S/ TIMOTHY A. MENEZES
________________________________
Timothy A. Menezes
Secretary

STATE OF CALIFORNIA
COUNTY OF SACRAMENTO

This is to certify that on this 30th day of June, 1989, before me, a notary
public, personally appeared Clifford N. Gamble and Timothy A. Menezes, each of
whom, being by me first duly sworn, declared that he signed the foregoing
document in the capacity indicated, that he was authorized so to sign, and
that the statements therein contained are true.

Witness my hand and official seal, this 30th day of June, 1989.

/S/ BONNIE J. BRIDGE
__________________________________
NOTARY PUBLIC

(SEAL)

MY COMMISSION EXPIRES: August 31, 1992
_______________

CERTIFICATE OF SECRETARY OF

THE LONDON PACIFIC ASSURANCE GROUP LIMITED

The undersigned secretary of The London Pacific Assurance Group
Limited ("Corporation") hereby certifies that the following resolutions were
duly adopted on June 28, 1989 by the Board of Directors of Corporation and
have not been amended, modified or rescinded:

RESOLVED, that Alan R. Wolen is hereby appointed as an officer of
the Corporation in the capacity as Assistant Secretary with a term expiring on
July 31, 1989.

RESOLVED FURTHER, that each officer is hereby severally authorized
and directed to take all action and execute all documents otherwise necessary
to effect the transactions contemplated by the Stock Purchase Agreement
entered into by and between the Corporation and Liberty Life Insurance Company
on June 13, 1989.

RESOLVED FURTHER, that effective upon the closing of the aforesaid
transactions pursuant to which this Corporation shall become the sole
shareholder of Southern Life Insurance Company, the following persons are
appointed to constitute the board of directors of said company:

Arthur R. Trueger (Chairman)
Clifford N. Gamble
Timothy A. Menezes
Robert Cornman

RESOLVED FURTHER, that the Corporation's officers are hereby
severally authorized and empowered to prepare and execute all further
instruments and documents and to take all such further action necessary to
effectuate these resolutions.

IN WITNESS WHEREOF, I have executed this certificate on the 28th day
of June, 1989.

/S/ TIMOTHY A. MENEZES
____________________________________
Timothy A. Menezes
Secretary

DEPARTMENT OF INSURANCE

State of North Carolina

P.O. Box 26387

Raleigh, NC 27611

I, James E. Long, Commissioner of Insurance in and for the State of North
Carolina, do hereby certify that I have examined the attached June 30, 1989,
Articles of Amendment to the Charter of Southern Life Insurance Company,
Greensboro, North Carolina, and find the same in conformity with the laws
pertaining thereto and do hereby approve the said Amendment and certify the
same to the Honorable Secretary of State of the State of North Carolina.

In testimony whereof, I have hereunto set my hand and affixed my official seal
at the city of Raleigh, this the 30th day of June A.D. 1989.

Commissioner of Insurance

By: /S/ KATHY H. SYKES
________________________________
Kathy H. Sykes
Administrator
Financial Compliance Section

ARTICLES OF AMENDMENT
OF
LONDON PACIFIC LIFE & ANNUITY COMPANY

The undersigned Corporation hereby executes these Articles of Amendment
for the purpose of amending its Charter:
I.
The name of this Corporation is London Pacific Life & Annuity Company.
II.
The Board of Directors recommended and the shareholders approved the
following amendment to Section 2 of the Articles:

"2. The location of the principal office of the corporation in the
State of North Carolina shall be at Raleigh; provided, however, that it may
have such other branch offices and places of business, both in and out of the
state, as its Board of Directors may deem advisable."

III.
Pursuant to Section 55-10-03 of the North Carolina Business Corporation
Act, the proposed amendment to the Charter of the Corporation as set forth in
the immediately preceding paragraph was in all respects adopted and approved
by the shareholders by unanimous written consent, acting without a meeting.
IV.
The total number of shares of the Corporation outstanding and entitled to
vote was Two Hundred Thousand (200,000), all of one class. No other class of
shares was entitled to vote as a class or otherwise.
V.
The number of shares voted for such amendment was Two Hundred Thousand
(200,000), said number being the total number of shares represented at said
meeting in person or by proxy. No shares were voted against such amendment.
VI.
The aforementioned amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
VII.
The aforementioned amendment does not give rise to dissenter's rights.

LONDON PACIFIC LIFE & ANNUITY COMPANY

By /S/ CLIFFORD N. GAMBLE
___________________________________
President

Attest:

/S/ TIMOTHY A. MENEZES
________________________________
Timothy A. Menezes
Secretary

STATE OF CALIFORNIA
COUNTY OF SACRAMENTO

This is to certify that on this 29th day of October, 1990, before me, a notary
public, personally appeared Clifford N. Gamble and Timothy A. Menezes, each of
whom, being by me first duly sworn, declared that he signed the foregoing
document in the capacity indicated, that he was authorized so to sign, and
that the statements therein contained are true.

Witness my hand and official seal, this 29th day of October, 1990.

/S/ BONNIE J. BRIDGE
__________________________________
NOTARY PUBLIC

MY COMMISSION EXPIRES: August 31, 1992
_______________

DEPARTMENT OF INSURANCE

State of North Carolina

P.O. Box 26387

Raleigh, NC 27611

I, James E. Long, Commissioner of Insurance in and for the State of North
Carolina, do hereby certify that I have examined the attached October 29,
1990, Articles of Amendment of the Articles of Incorporation of London Pacific
& Life Annuity Company, Greensboro, North Carolina, and find the same in
conformity with the laws pertaining thereto and do hereby approve the said
Amendment and certify the same to the Honorable Secretary of State of the
State of North Carolina.

In testimony whereof, I have hereunto set my hand and affixed my official seal
at the city of Raleigh, this the 16th day of November, 1990.

Commissioner of Insurance

By: /S/ KATHY H. SYKES
________________________________
Kathy H. Sykes
Administrative Assistant
Financial Compliance Section

EXHIBIT 99.B6(ii)

BYLAWS OF LONDON PACIFIC LIFE & ANNUITY COMPANY

ARTICLE I - STOCKHOLDERS

Section 1. Annual Meetings. The annual meetings of the stockholders of
the Company shall be held on such day during the first one hundred and fifty
days of the calendar year as the Board of Directors may determine.

Section 2. Special Meetings. Special meetings of the
stockholders may be called at any time by the Board of Directors, the Chairman
of the Board, the President, or upon request of stockholders holding at least
one-tenth of the outstanding stock.

Section 3. Place of Meetings. Each annual and special meeting of the
stockholders shall be held at the principal office of the Company, or at such
other place as shall be designated by the Board of Directors or the officer
calling such meeting.

Section 4. Notice of Meetings. Written or printed notice stating the
place, day and hour of meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be mailed by the
Secretary or an Assistant Secretary not less than ten days before the date of
the meeting, to each stockholder of record, addressed to him at his address as
it appears on the stock books of the Company.

Section 5. Proxies. At a meeting of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder and filed with the
Secretary of the Company, bearing date within eleven months prior to the
meeting unless a longer period is provided therein and is permitted by law.

Section 6. Quorum. A majority of the outstanding shares of the Company,
reported in person or by proxy, shall constitute a quorum at a meeting of
stockholders.

Section 7. Voting. Subject to the provisions of Section 3 of Article VI
hereof, each stockholder shall be entitled to one vote for each share of stock
standing in his name on the books of the Company. Only those whose names
appear as stockholders on the books of the Company, or their proxies or legal
representatives, shall be entitled to vote or to participate in any meeting of
stockholders. A majority of the votes cast shall decide any question that may
come before the meeting, except as otherwise provided by law or by these
Bylaws.

ARTICLE II - DIRECTORS

Section 1. General Powers. The business and property of the Company
shall be managed by the Board of Directors and they shall and may exercise all
powers of the Company except as limited by law and elsewhere by these Bylaws.
They shall have power to make all necessary rules and regulations for their
government and for the regulation of the business of the Company which are not
inconsistent with the charter and these Bylaws, and shall have general
management and control of the Company. The Board of Directors may delegate
from time to time to any committee, officer or agent such power and authority
as permitted by law.

Section 2. Number Tenure and Qualifications. Members of the Board of
Directors shall be elected annually by the vote of the stockholders at the
annual meeting or at a special meeting called for this purpose if for any
reason directors should not be elected at the annual meeting, and shall hold
office until the next annual meeting and until their successors are elected
and qualified. Any vacancy in the Board of Directors caused by death or
resignation may, but need not, be filled by the Directors for the unexpired
term. The number of Directors shall be fixed from time to time by the
stockholders at the annual meeting or at any special meeting called for that
purpose. At any such meeting the stockholders may increase the number of
directors, not to exceed seven and may at the same meeting elect directors to
fill the vacancies resulting therefrom.

Section 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately
after, and at the same place as, the annual meeting of stockholders. The Board
of Directors may provide, by resolution, the date and place, either within or
without the State of North Carolina, for the holding of additional regular
meetings without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, or upon the request
of a majority of the Board, and may be held at such time and place, either
within or without the State of North Carolina, as may be specified in the
notice thereof.

Section 5. Notice of Meetings. Notice of each special meeting of the
Board of Directors, stating the time and the place where the meeting is to be
held, shall be given by the Secretary or an Assistant Secretary by mailing the
same to each director at his residence or business address not less than three
days before such meeting, or by giving the same to him personally or
telegraphing or telephoning the same to him at his residence or business
address not later than the day before the day on which the meeting is to be
held. Any and all requirements for call and notice of meetings may be
dispensed with if all directors are present at the meeting or if those not
present at the meeting shall at any time waive or have waived notice thereof.

Section 6. Quorum and Manner of Acting. A majority of the number of
directors in office shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors. The act of majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.

Section 7. Compensation. The directors shall receive such fees and
expenses for attendance at meetings of the Board, as may be determined by the
Board of Directors; provided, however, that no salaried officer shall receive
a fee for attendance at such meetings.

ARTICLE III - COMMITTEES

Section 1. Committees of the Board. The Board of Directors, by
resolution adopted by a majority of the directors fixed by these bylaws, may
designate two (2) or more directors to constitute an Executive Committee and
such other committees, each of which, to the extent authorized by law and
provided in such resolution, shall have and may exercise all of the authority
of the Board of Directors in the management of the Company. The designation of
any committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
or liability imposed upon it or him by law.

Section 2. General Provisions. The members of any Committee of the
Board shall be elected by the Board of Directors and shall serve at the
pleasure of the Board of Directors. The Board of Directors shall designate the
chairman of each of such committees, or if for any reason the Board shall fail
to designate the chairman, then each committee shall elect its own chairman.
Meetings of each such committee shall be held at such times and places as may
be determined by its chairman or as may be agreed upon by members of the
committee. A quorum at any meeting of either committee shall consist of a
majority of the committee, and any action taken by such committee shall
require the assent of at least a majority of the members who are present.
Notice of meetings shall be given in the same manner as for special meetings
of the Board of Directors. Any action taken by such committees shall be deemed
to be action taken by the Board of Directors and shall be binding on the
Company, but the Board of Directors shall at all times have the power to
reverse and overrule any action taken by such committees, provided that the
exercise of such power by the Board of Directors shall not in any way abrogate
the obligations or duties owing by the Company to third parties who have acted
in reliance on the action taken by such committees. All proceedings by each
such committee and all action taken by each such committee shall be reported
to the Board of Directors at the meeting of the Board of Directors next
following such proceedings or action.

Section 3. Other Committees. There shall be such other committees
consisting of directors, officers and employees of the Company as the
President of the Company may appoint from time to time.

Section 4. Compensation. Members of committees shall receive such fees
and expenses for attendance at committee meetings as may be determined by the
Board of Directors; provided, however, that no salaried officer shall receive
a fee for attendance at such meetings.

ARTICLE IV - OFFICERS

Section 1. Number. The officers of the Company shall be a President,
one or more Vice-Presidents, with such designation of rank or duties as the
Board of Directors may from time to time designate and determine, a Secretary,
a Treasurer, an Actuary, a Controller, and a Medical Director. Such other
officers or assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any two or more of said offices may be
held by one person at the same time, except that the President may not also be
the Secretary.

Section 2. Election and Tenure. The officers of the Company shall be
elected annually at the first regular meeting of the Board of Directors held
after each annual meeting of stockholders, or at a special meeting called for
that purpose if for any reason officers should not be elected at such first
meeting, and shall hold office until the first regular meeting of the Board of
Directors held after the next annual meeting of stockholders; provided,
however, that any officer may be removed from office by the Board of Directors
at any lawful meeting, and any vacancy in any office, however caused, may be
filled by the Board of Directors at any lawful meeting.

Section 3. Duties of Officers. The Board of Directors shall, from time
to time, in its discretion, designate and prescribe the duties incident to
each office, and it may, at any time, expressly authorize any officer to
perform any duty or function which is usually performed by any other officer.

Section 4. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Company.

ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Subject to the laws of the State of North Carolina, any present or former
director, officer or employee of the Company, or any person who, at the
request of the Company, express or implied, may have served as a director or
officer of another Company in which this Company owns shares or of which this
Company is a creditor, shall be entitled to reimbursement of expenses and
other liabilities, including attorney's fees actually and reasonably incurred
by him and any amount paid by him in discharge of a judgment, fine, penalty of
costs against him or paid by him in a settlement approved by a court of
competent jurisdiction, in any action or proceeding, including any civil,
criminal or administrative action, suit, hearing or proceeding, to which he is
a party by reason of being or having been a director, officer or employee of
this or such other Company. This section is not intended to extend or to limit
in any way the rights and remedies provided with respect to indemnification of
directors, officers, employees and other persons provided by the laws of the
State of North Carolina but is intended to express the desire of the
stockholders of this Company that indemnification be granted to such
directors, officers, employees and other persons to the fullest extent
allowable by such laws.

ARTICLE VI - CAPITAL STOCK

Section 1. Form of Certificates. All certificates of stock, which shall
be in such form as may be prescribed by the Board of Directors, shall be
signed by the President or a Vice President and by the Treasurer or the
Secretary or an Assistant Secretary, and shall be sealed with the Company's
seal; provided, however, that if the certificate is countersigned by a
transfer agent or any assistant transfer agent, or is registered by a
registrar, other than the corporation itself or an employee of the
corporation, such certificates may be signed with the facsimile signatures of
the officers authorized to execute such certificates and may be sealed with a
facsimile of the seal of the Company. All certificates shall be consecutively
numbered or otherwise identified.

Section 2. Stock Record. The name and address of the person to whom
certificates representing shares of the capital stock are issued, with the
certificate number, number of shares and date of issue, shall be entered on
the stock transfer books of the Company. All certificates surrendered to the
Company for transfer shall be canceled, and no new certificate shall be issued
until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon such terms and
indemnity to the Company as the Board of Directors may prescribe.

Section 3. Transfer of Stock. Transfer of shares of the Company shall
be made only on the stock transfer books of the Company by the holder of
record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Company, and on surrender
for cancellation of the certificate for such shares. The person in whose name
shares stand on the books of the Company shall be deemed by the Company to be
the owner thereof for all purposes. The Board of Directors shall have power to
close the stock transfer books of the Company for a period not in excess of
thirty days immediately preceding the date of the meeting of stockholders or
the date for the payment of any dividend or the date for the allotment of
rights or the date when any change or conversion or exchange of capital stock
shall go into effect or for a period not in excess of thirty days in
connection with obtaining the consent of stockholders for any purpose;
provided, however, that in lieu of closing the stock transfer books as
aforesaid the Board of Directors may fix in advance a date not exceeding
thirty days preceding the date of the meeting of stockholders or the date for
the payment of any dividend or the date for the allotment of rights or to
exercise the rights or the date when any such change, conversion or exchange
of capital stock shall go into effect, or a date in connection with obtaining
such consent, as a record date, and in such case only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of and to vote at such meeting, or to receive payment of such dividend
or to receive such allotment of rights or to exercise such rights or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the corporation after any such record date is fixed as aforesaid.

ARTICLE VII - AMENDMENTS

Section 1. Amendment by Stockholders. These Bylaws may be added to,
amended or repealed, by the majority vote of the entire outstanding stock of
the Company at any regular meeting of the stockholders, or at any special
meeting, where such proposed action has been announced in the call and notice
of such meeting.

Section 2. Amendment by Board of Directors. Subject to the right of the
stockholders to adopt, amend or repeal bylaws, the Board of Directors shall
have the power to adopt, amend or repeal bylaws, by an affirmative vote of a
majority of all directors then holding office, provided that notice of the
proposal to adopt, amend or repeal the bylaws was included in the notice of
the directors meeting at which such action takes place.

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
203/226-7866

April 18, 1996

Board of Directors
London Pacific Life & Annuity Company
3109 Poplarwood Court
Raleigh, North Carolina 27604

RE: Opinion of Counsel - LPLA Separate Account One

Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission of a Post-Effective Amendment to a
Registration Statement on Form N-4 for the Individual Fixed and Variable
Deferred Annuity Contracts with Flexible Contributions (the Contracts) to be
issued by London Pacific Life & Annuity Company and its separate account, LPLA
Separate Account One.

We have made such examination of the law and have examined such records and
documents as in our judgement are necessary or appropriate to enable us to
render the opinions expressed below.

We are of the following opinions:

1. London Pacific Life & Annuity Company is a valid and existing stock life
insurance company of the state of North Carolina.

2. LPLA Separate Account One is a separate investment account of London
Pacific Life & Annuity Company created and validly existing pursuant to the
North Carolina insurance laws and regulations thereunder.

3. Upon acceptance of purchase payments made by an Owner pursuant to a
Contract issued in accordance with the prospectus contained in the
Registration Statement and upon compliance with applicable law, such an Owner
will have a legally-issued, fully paid, non-assessable contractual interest in
such Contract.

You may use this opinion letter, or a copy hereof, as an exhibit to the
Registration Statement.

We consent to the reference to our firm under the caption Legal Opinions
contained in the Statement of Additional Information which forms a part of the
Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.

BY: /S/ LYNN KORMAN STONE
___________________________
Lynn Korman Stone

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 1 to the registration
statement on Form N-4 of LPLA Separate Account One of our report dated
February 8, 1996, relating to the statutory basis financial statements of
London Pacific Life & Annuity Company, which appears in such Statement of
Additional Information. We also consent to the reference to us under the
heading "Experts" in such Statement of Additional Information.

PRICE WATERHOUSE LLP

Raleigh, North Carolina
April 17, 1996

EXHIBIT 99.B15

COMPANY ORGANIZATIONAL CHART

GOVETT & COMPANY LIMITED
U.S. CORPORATE ORGANIZATIONAL CHART

London Pacific Group Limited (Jersey, Channel Islands) a publicly traded holding
company which owns 100% of Berkeley (USA) Holdings Limited (California).

BERKELEY (USA) Holdings Limited (California) a company which owns 100%
of the following:

1. Berkeley Institutional Investment, Inc. (California)
2. Berkeley Financial Services Limited (California)
3. The London Pacific Assurance Group Limited (California)
4. BG American Fiduciary Services, Inc. (California)
5. Berkeley International Capital Corporation (California)
6. Berkeley Capital Management Company (California)

LONDON PACIFIC LIFE & ANNUITY COMPANY (North Carolina) is a wholly owned
subsidiary of The London Pacific Assurance Group Limited (California).

LONDON PACIFIC SERVICES COMPANY (California) is a wholly owned subsidiary of
The London Pacific Assurance Group Limited (California).

NORTH AMERICAN TRUST COMPANY (California) is a wholly owned subsidiary of BG
American Fiduciary Services, Inc. (California).

LPIMC INSURANCE MARKETING SREVICES (California) is a wholly owned
subsidiary of London Pacific Life & Annuity Company, Inc. (North Carolina).

LONDON PACIFIC FINANCIAL AND INSURANCE SERVICES (California)is a wholly
owned subsidiary of London Pacific Life & Annuity Company, Inc.
(North Carolina).