<PAGE>
As filed with the Securities and Exchange Commission on August 7, 2000
Registration Nos.
33-88458
811-08946
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [_]
Post-Effective Amendment No. 8 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 24 [X]
(Check appropriate box or boxes)
SEPARATE ACCOUNT A
(Exact Name of Registrant)
PACIFIC LIFE INSURANCE COMPANY
(Name of Depositor)
700 Newport Center Drive,
Newport Beach, California 92660
(Address of Depositor's Principal Executive Offices)(Zip Code)
(949) 219-3743
(Depositor's Telephone Number, including Area Code)
Diane N. Ledger
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and Address of Agent for Service)
Copies of all communications to:
Diane N. Ledger Jane A. Kanter, Esq.
Pacific Life Insurance Company Dechert Price & Rhoads
P.O. Box 9000 1775 Eye Street, N.W.
Newport Beach, CA 92658-9030 Washington, D.C. 20006-2401
Approximate Date of Proposed Public Offering______________________________
It is proposed that this filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b) of Rule 485
[_] on _____________ 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.
Title of Securities Being Registered: interests in the Separate Account under
Pacific One individual flexible premium deferred variable annuity
contracts.
Filing Fee: None
<PAGE>
PROSPECTUS
(Included in Post-Effective Amendment No. 7 to the Registrant's Registration
Statement on Form N-4, Accession No. 0001017062-00-000957, filed on April 21,
2000, and incorporated by reference herein.)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
(Included in Post-Effective Amendment No. 7 to the Registration's Registration
Statement on Form N-4, Accession No. 0001017062-00-000957, filed on April 21,
2000, and incorporated by reference herein.)
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+A registration statement for Pacific Select Fund relating to shares of the +
+Focused 30 and Strategic Value Portfolios has been filed with the Securities +
+and Exchange Commission, but has not yet become effective. The information in +
+the Prospectus is not complete and may be changed. Interests in the new +
+Investment Options and shares of the Focused 30 and Strategic Value +
+Portfolios may not be sold until the Fund's registration statement is +
+effective. This supplement and Preliminary Prospectus are not an offer to +
+sell interests in the Investment Options or shares of the Focused 30 and +
+Strategic Value Portfolios and do not solicit an offer to buy interests or +
+shares in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Supplement to Prospectus Dated May 1, 2000 for
Pacific One, a variable annuity contract
issued by Pacific Life Insurance Company
Date of Supplement: August 7, 2000
This supplement changes the Prospectus to reflect the following:
---------------------------------------------------------
Two new Variable The new Investment Options will invest in two new
Investment Options Portfolios of the Pacific Select Fund called the
will be available Focused 30 and Strategic Value Portfolios. Below is
October 2, 2000 information summarizing the new Portfolios.
. Focused 30 Pacific Life Insurance Company, the adviser, and the
. Strategic Value Fund have retained Janus Capital Corporation as
Portfolio manager.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Primary Investments
Portfolio Objective (under normal circumstances)
-------------------------------------------------------------------------
<S> <C> <C>
Focused 30 Long-term growth of capital. Common stocks selected
for their growth
potential.
Strategic Value Long-term growth of capital. Common stocks with the
potential for long-term
growth of capital.
-------------------------------------------------------------------------
</TABLE>
This chart is only a summary. For more complete
information on the Portfolios, including a discussion
of each Portfolio's investment techniques and the risks
associated with its investments, see the accompanying
Fund Preliminary Prospectus. You should read the
Prospectus carefully.
---------------------------------------------------------
An Overview of The following is added to the chart under Fees and
Pacific One Expenses Paid by the Pacific Select Fund:
is amended
<TABLE>
<CAPTION>
-------------------------------------------------------------
Portfolio Advisory fee Other expenses Total expenses
-------------------------------------------------------------
As an annual % of average daily net assets
<S> <C> <C> <C>
Focused 30* 0.95 0.08 1.03
Strategic Value* 0.95 0.08 1.03
</TABLE>
* Other expenses are estimated. There were no actual
advisory fees or other expenses for these Portfolios
in 1999 because the Portfolios will start on October
2, 2000. See page 7 of the Preliminary Prospectus for
information about expense caps through December 31,
2001 for these Portfolios.
<PAGE>
---------------------------------------------------------
The following is added to Examples:
The following table shows the expenses you would pay on
each $1,000 you invested if, at the end of each period,
you: annuitized your Contract, surrendered your
Contract and withdrew the Contract Value, or did not
annuitize or surrender, but left the money in your
Contract.
These examples assume the following:
. the Contract Value starts at $80,000
. the Investment Options have an annual return of 5%
. the Annual Fee is deducted even when the Contract
Value goes over $100,000 and a waiver would normally
apply.
without rider reflects the expenses you would pay if
you did not buy the optional Enhanced Guaranteed
Minimum Death Benefit Rider.
with rider reflects the expenses you would pay if you
bought the optional Enhanced Guaranteed Minimum Death
Benefit Rider. These expenses depend on the age of the
youngest Annuitant on the Contract Date.
These examples do not show past or future expenses.
Your actual expenses in any year may be more or less
than those shown here.
<TABLE>
<CAPTION>
---------------------------------------------------------
Expenses($)
---------------------------------------------------------
Variable Account 1 yr 3 yr 5 yr 10 yr
---------------------------------------------------------
<S> <C> <C> <C> <C>
Focused 30
without rider 25 77 132 281
with rider: age 0-65 26 80 137 291
with rider: age 66-75 28 86 147 310
---------------------------------------------------------
Strategic Value
without rider 25 77 132 281
with rider: age 0-65 26 80 137 291
with rider: age 66-75 28 86 147 310
---------------------------------------------------------
</TABLE>
---------------------------------------------------------
Choosing Your This information is added to the discussion in the
Investment Options Prospectus on Choosing your Investment Options.
is amended
You may instruct us to allocate all or part of your
Purchase Payments to the Focused 30 and Strategic Value
Investment Options on or after October 2, 2000. You may
not allocate your Purchase Payments to these Investment
Options prior to October 2, 2000, when the Options
first become available.
---------------------------------------------------------
Transfers is This information is added to the discussion in the
amended Prospectus on Transfers.
You may instruct us to transfer Accumulated Value to a
Variable Investment Option and specify a future date on
which the Accumulated Value is to be transferred. This
instruction may cover any Variable Investment Option
currently available under your contract and the Focused
30 and Strategic Value Investment Options. For the
Focused 30 and Strategic Value Investment Options, you
may not specify a date prior to October 2, 2000, when
the Options first become available. If you specify
October 2, 2000 for the Focused 30 and Strategic Value
Investment Option, and we receive the instructions
prior to that date, the requested amount will be
transferred effective as of the close of business on
October 2, 2000. You may revoke your transfer
instructions at any time before we transfer Accumulated
Value by
2
<PAGE>
providing us with a revocation in proper form, which we
must receive not later than 4:00 p.m. Eastern time on
the last Business Day before the date you have
specified for a transfer. While highly remote, there is
a possibility that the Focused 30 and Strategic Value
Investment Options will not become effective on October
2, 2000, in which case we would not effect the transfer
to these Options, and your Accumulated Value would
remain in the Investment Option from which you
requested it be transferred until the day the Focused
30 and Strategic Value Portfolios become effective, if
ever, unless you instruct us otherwise.
---------------------------------------------------------
Choosing Your This information is added to the discussion in the
Annuity Option Prospectus on Choosing Your Annuity Option.
is amended
If you annuitize and select the variable annuity
payment option, the Focused 30 and Strategic Value
Variable Investment Options will be available effective
October 2, 2000, unless the Focused 30 and Strategic
Value Portfolios do not become effective on that date.
3
<PAGE>
Part C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
Part A: None
Part B:
(1) Registrant's Financial Statements
Audited Financial Statements dated as of December 31,
1999 which are incorporated by reference from the 1999
Annual Report include the following for Separate
Account A:
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
(2) Depositor's Financial Statements
Audited Consolidated Financial Statements dated as of
December 31, 1999 and 1998, and for the three year
period ending December 31, 1999 included in Part B
include the following for Pacific Life:
Independent Auditors' Report
Consolidated Statements of Financial Condition
Consolidated Statements of Operations
Consolidated Statements of Stockholder's Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(b) Exhibits
1. (a) Resolution of the Board of Directors of the
Depositor authorizing establishment of Separate
Account A and Memorandum establishing Separate
Account A /1/
(b) Memorandum Establishing Two New Variable Accounts -
Aggressive Equity and Emerging Markets
Portfolios /3/
(c) Resolution of the Board of Directors of Pacific
Life Insurance Company authorizing conformity to
the terms of the current Bylaws /5/
II-1
<PAGE>
2. Not applicable
3. (a) Distribution Agreement between Pacific Mutual Life
and Pacific Mutual Distributors, Inc., formerly
Pacific Equities Network ("PMD")/3/
(b) Form of Selling Agreement between Pacific Mutual
Life, PMD and Various Broker-Dealers/1/
4. (a) Form of Individual Flexible Premium Deferred
Variable Accumulation Annuity Contract/2/
(b) Qualified Plan Loan Endorsement/1/
(c) Individual Retirement Annuity Rider/1/
(d) Qualified Pension Plan Rider/1/
(e) 403(b) Tax-Sheltered Annuity Rider/4/
(f) Section 457 Plan Rider/1/
(g) Endorsement for 403(b) Texas Optional Retirement
Program (ORP)/1/
(h) Qualified Plan Loan Endorsement/1/
(i) IRA Rider (Form R-IRA 198)/5/
(j) Roth IRA Rider (Form R-RIRA 198)/5/
(k) Simple IRA Rider (Form R-SIRA 198)/5/
5. (a) Application Form for Individual Flexible Premium
Deferred Variable Accumulation Annuity
Contract/7/
(b) Variable Annuity PAC APP/1/
(c) Application/Confirmation Form/7/
6. (a) Pacific Life's Articles of Incorporation/5/
(b) By-laws of Pacific Life/5/
7. Not applicable
8. (a) Fund Participation Agreement/7/
(b) Addendum to Fund Participation Agreement (to add
Growth LT Series)/1/
(c) Addendum to Fund Participation Agreement (to add
Equity and Bond and Income Series)/1/
(d) Addendum to Fund Participation Agreement (to add
Aggressive Equity and Emerging Markets
Portfolios)/3/
9. Opinion and Consent of legal officer of Pacific Mutual
Life as to the legality of Contracts being
registered./1/
II-2
<PAGE>
10. Independent Auditors' Consent/8/
11. Not applicable
12. Not applicable
13. Performance Calculations/8/
14. Not applicable
15. Powers of Attorney/7/
16. Not applicable
--------------
/1/ Included in Registrant's Form N-4/A, Accession No. 0000898430-95-002620
filed on October 19, 1995 and incorporated by reference herein.
/2/ Included in Registrant's Form N-4/A, Accession No. 0000898430-95-002620
filed on December 13, 1995 and incorporated by reference herein.
/3/ Included in Registrant's Form N-4/B, Accession No. 0000898430-96-001094
filed on March 29, 1996 and incorporated by reference herein.
/4/ Included in Registrant's Form N-4/B, Accession No. 0001017062-97-000787
filed on April 30, 1997 and incorporated by reference herein.
/5/ Included in Registrant's Form N-4/B, Accession No. 0001017062-98-000939
filed on April 29, 1998 and incorporated by reference herein.
/6/ Included in Registrant's Form N-4/B, Accession No. 0001017062-99-000758
filed on April 29, 1999 and incorporated by reference herein.
/7/ Included in Registrant's Form N-4/B, Accession No. 0001017062-00-000581,
filed on February 29, 2000 and incorporated by reference herein.
/8/ Included in Registrant's Form N-4/B, Accession No. 0001017062-00-000957,
filed on April 21, 2000 and incorporated by reference herein.
Item 25. Directors and Officers of Pacific Life
<TABLE>
<CAPTION>
Positions and Offices
Name and Address with Pacific Life
<S> <C>
Thomas C. Sutton Director, Chairman of the Board,
and Chief Executive Officer
Glenn S. Schafer Director and President
Khanh T. Tran Director, Senior Vice President
and Chief Financial Officer
David R. Carmichael Director, Senior Vice President
and General Counsel
Audrey L. Milfs Director, Vice President and
Corporate Secretary
Edward R. Byrd Vice President and Controller
Brian D. Klemens Vice President and Treasurer
Gerald W. Robinson Executive Vice President
</TABLE>
The address for each of the persons listed above is as follows:
700 Newport Center Drive
Newport Beach, California 92660
II-3
<PAGE>
Item 26. Persons Controlled by or Under Common Control with Pacific Life or
Separate Account A
The following is an explanation of the organization chart of Pacific
Life's subsidiaries:
PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE
Pacific Life is a California Stock Insurance Company wholly-owned by
Pacific LifeCorp (a Delaware Stock Holding Company) which is, in turn,
99% owned by Pacific Mutual Holding Company (a California Mutual
Holding Company). Pacific Life is the parent company of Pacific Asset
Management LLC (a Delaware Limited Liability Company), Pacific Life &
Annuity Company, formerly known as PM Group Life Insurance Company (an
Arizona Corporation), Pacific Select Distributors, Inc. (formerly
known as Pacific Mutual Distributors, Inc.), and World-Wide Holdings
Limited (a United Kingdom Corporation). Pacific Life also has a 40%
ownership of American Maturity Life Insurance Company (a Connecticut
Corporation), a 50% ownership of Pacific Mezzanine Associates, L.L.C.
(a Delaware Limited Liability Company and a 95% ownership of Grayhawk
Golf Holdings, LLC). A subsidiary of Pacific Mezzanine Associates,
L.L.C. is Pacific Mezzanine Investors, L.L.C., (a Delaware Limited
Liability Company) who is the sole general partner of the PMI
Mezzanine Fund, L.P. (a Delaware Limited Partnership). Subsidiaries of
Pacific Asset Management LLC are PMRealty Advisors Inc., Pacific
Financial Products Inc. (a Delaware Corporation), PPA LLC (a Delaware
Limited Liability Company), CCM LLC (a Delaware Limited Liability
Company), NFJ LLC (a Delaware Limited Liability Company), and PIMCO
Holding LLC (a Delaware Limited Liability Company). Pacific Asset
Management LLC has a 32% beneficial economic interest in PIMCO
Advisors L.P. (a Delaware Limited Partnership). Subsidiaries of
Pacific Select Distributors, Inc. include: Associated Financial Group,
Inc.; Mutual Service Corporation (a Michigan Corporation), along with
its subsidiaries Advisors' Mutual Service Center, Inc. (a Michigan
Corporation) and Titan Value Equities Group, Inc.; and United
Planners' Group, Inc. (an Arizona Corporation), along with its
subsidiary United Planners' Financial Services of America (an Arizona
Limited Partnership). Subsidiaries of World-Wide Holdings Limited
include: World-Wide Reassurance Company Limited (a United Kingdom
Corporation) and World-Wide Reassurance Company (BVI) Limited (a
British Virgin Islands Corporation). All corporations are 100% owned
unless otherwise indicated. All entities are California corporations
unless otherwise indicated.
II-4
<PAGE>
Item 27. Number of Contractholders
Approximately 4,291 Qualified
Approximately 9,119 Non-Qualified
Item 28. Indemnification
(a) The Distribution Agreement between Pacific Life and Pacific Select
Distributors, Inc. ("PSD", formerly known as Pacific Mutual
Distributors, Inc.) provides substantially as follows:
Pacific Life hereby agrees to indemnify and hold harmless PSD and
its officers and directors, and employees for any expenses
(including legal expenses), losses, claims, damages, or
liabilities incurred by reason of any untrue or alleged untrue
statement or representation of a material fact or any omission or
alleged omission to state a material fact required to be stated to
make other statements not misleading, if made in reliance on any
prospectus, registration statement, post-effective amendment
thereof, or sales materials supplied or approved by Pacific Life
or the Separate Account. Pacific Life shall reimburse each such
person for any legal or other expenses reasonably incurred in
connection with investigating or defending any such loss,
liability, damage, or claim. However, in no case shall Pacific
Life be required to indemnify for any expenses, losses, claims,
damages, or liabilities which have resulted from the willful
misfeasance, bad faith, negligence, misconduct, or wrongful act of
PSD.
PSD hereby agrees to indemnify and hold harmless Pacific Life, its
officers, directors, and employees, and the Separate Account for
any expenses, losses, claims, damages, or liabilities arising out
of or based upon any of the following in connection with the offer
or sale of the contracts: (1) except for such statements made in
reliance on any prospectus, registration statement or sales
material supplied or approved by Pacific Life or the Separate
Account, any untrue or alleged untrue statement or representation
is made; (2) any failure to deliver a currently effective
prospectus; (3) the use of any unauthorized sales literature by
any officer, employee or agent of PSD or Broker; (4) any willful
misfeasance, bad faith, negligence, misconduct or wrongful act.
PSD shall reimburse each such person for any legal or other
expenses reasonably incurred in connection with investigating or
defending any such loss, liability, damage, or claim.
(b) The Form of Selling Agreement between Pacific Life, Pacific Select
Distributors, Inc. ("PSD", formerly known as Pacific Mutual
Distributors, Inc.) and Various Broker-Dealers provides
substantially as follows:
Pacific Life and PSD agree to indemnify and hold harmless Selling
Broker-Dealer and General Agent, their officers, directors, agents
and employees, against any and all losses, claims, damages or
liabilities to which they may become subject under the 1933 Act,
the 1934 Act, or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise
II-5
<PAGE>
out of or are based upon any untrue statement or alleged untrue
statement of a material fact or any omission or alleged omission to
state a material fact required to be stated or necessary to make the
statements made not misleading in the registration statement for the
Contracts or for the shares of Pacific Select Fund (the "Fund") filed
pursuant to the 1933 Act, or any prospectus included as a part thereof,
as from time to time amended and supplemented, or in any advertisement
or sales literature approved in writing by Pacific Life and PSD
pursuant to Section IV.E. Of this Agreement.
Selling Broker-Dealer and General Agent agree to indemnify and hold
harmless Pacific Life, the Fund and PSD, their officers, directors,
agents and employees, against any and all losses, claims, damages or
liabilities to which they may become subject under the 1933 Act, the
1934 Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon: (a) any oral or written misrepresentation by Selling Broker-
Dealer or General Agent or their officers, directors, employees or
agents unless such misrepresentation is contained in the registration
statement for the Contracts or Fund shares, any prospectus included as
a part thereof, as from time to time amended and supplemented, or any
advertisement or sales literature approved in writing by Pacific Life
and PSD pursuant to Section IV.E. of this Agreement, (b) the failure of
Selling Broker-Dealer or General Agent or their officers, directors,
employees or agents to comply with any applicable provisions of this
Agreement or (c) claims by Sub-agents or employees of General Agent or
Selling Broker-Dealer for payments of compensation or remuneration of
any type. Selling Broker-Dealer and General Agent will reimburse
Pacific Life or PSD or any director, officer, agent or employee of
either entity for any legal or other expenses reasonably incurred by
Pacific Life, PSD, or such officer, director, agent or employee in
connection with investigating or defending any such loss, claims,
damages, liability or action. This indemnity agreement will be in
addition to any liability which Broker-Dealer may otherwise have.
II-6
<PAGE>
Item 29. Principal Underwriters
(a) PSD also acts as principal underwriter for Pacific
Select Separate Account, Pacific Select Exec Separate
Account, Pacific Select Variable Annuity Separate
Account, Separate Account B, Pacific Corinthian Variable
Separate Account and Pacific Select Fund.
(b) For information regarding PSD, reference is made to Form
B-D, SEC File No. 8-15264, which is herein incorporated
by reference.
(c) PSD retains no compensation or net discounts or
commissions from the Registrant.
Item 30. Location of Accounts and Records
The accounts, books and other documents required to be
maintained by Registrant pursuant to Section 31(a) of
the Investment Company Act of 1940 and the rules under
that section will be maintained by Pacific Life at 700
Newport Center Drive, Newport Beach, California
92660.
Item 31. Management Services
Not applicable
Item 32. Undertakings
The registrant hereby undertakes:
(a) to file a post-effective amendment to this registration
statement as frequently as is necessary to ensure that
the audited financial statements in this registration
statement are never more than 16 months old for so long
as payments under the variable annuity contracts may be
accepted, unless otherwise permitted.
(b) to include either (1) as a 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 post card or similar
written communication affixed to or included in the
prospectus that the applicant can remove to send for a
Statement of Additional Information, or (3) to deliver a
Statement of Additional Information with the Prospectus.
(c) to deliver any Statement of Additional Information and
any financial statements required to be made available
under this Form promptly upon written or oral request.
Additional Representations
II-7
<PAGE>
(a) The Registrant and its Depositor are relying upon
American Council of Life Insurance, SEC No-Action
Letter, SEC Ref. No. 1P-6-88 (November 28, 1988) with
respect to annuity contracts offered as funding vehicles
for retirement plans meeting the requirements of Section
403(b) of the Internal Revenue Code, and the provisions
of paragraphs (1)-(4) of this letter have been complied
with.
(b) The Registrant and its Depositor are relying upon Rule
6c-7 of the Investment Company Act of 1940 with respect
to annuity contracts offered as funding vehicles to
participants in the Texas Optional Retirement Program,
and the provisions of paragraphs(a) - (d) of the Rule
have been complied with.
(c) REPRESENTATION PURSUANT TO SECTION 26(e) OF THE
INVESTMENT COMPANY ACT OF 1940: Pacific Life Insurance
Company and Registrant represent that the fees and
charges to be deducted under the Variable Annuity
Contract ("Contract") described in the prospectus
contained in this registration statement are, in the
aggregate, reasonable in relation to the services
rendered, the expenses expected to be incurred, and
the risks assumed in connection with the Contract.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of 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) for effectiveness of this Registration Statement and
has caused this Post-Effective Amendment No. 8 to the Registration Statement on
Form N-4 to be signed on its behalf by the undersigned thereunto duly authorized
in the City of Newport Beach, and the State of California on this 7th day of
August, 2000.
SEPARATE ACCOUNT A
(Registrant)
By: PACIFIC LIFE INSURANCE COMPANY
By: _____________________________________
Thomas C. Sutton*
Chairman and Chief Executive Officer
By: PACIFIC LIFE INSURANCE COMPANY
(Depositor)
By: _____________________________________
Thomas C. Sutton*
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 8 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
________________________ Director, Chairman of the Board August 7, 2000
Thomas C. Sutton* and Chief Executive Officer
________________________ Director and President August 7, 2000
Glenn S. Schafer*
________________________ Director, Senior Vice President August 7, 2000
Khanh T. Tran* and Chief Financial Officer
________________________ Director, Senior Vice President August 7, 2000
David R. Carmichael* and General Counsel
________________________ Director, Vice President and August 7, 2000
Audrey L. Milfs* Corporate Secretary
________________________ Vice President and Controller August 7, 2000
Edward Byrd*
________________________ Vice President and Treasurer August 7, 2000
Brian D. Klemens*
________________________ Executive Vice President August 7, 2000
Gerald W. Robinson*
*By: /s/ David R. Carmichael August 7, 2000
------------------------
DAVID R. CARMICHAEL
as attorney-in-fact
</TABLE>
(Powers of Attorney are contained in Post-Effective Amendment No. 6 of the
Registration Statement filed on February 29, 2000 on Form N-4 for Separate
Account A, Accession No. 0001017062-00-000581, as Exhibit 15).
II-9
