S-6/A

As filed with the Securities and Exchange Commission on December 19, 2000

Registration No. 333-46294

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

Pre-effective Amendment No. 1
_________________
SOUTHLAND SEPARATE ACCOUNT L1
(Exact Name of Trust)

SOUTHLAND LIFE INSURANCE COMPANY
(Name of Depositor)
5780 Powers Ferry Road, N.W.
Atlanta, GA 30340
(Address of Depositor's Principal Executive Offices)

	Copy to:
GARY W. WAGGONER, ESQ.	KIMBERLY J. SMITH, ESQ.
Vice President and Secretary	Sutherland Asbill & Brennan LLP
Southland Life Insurance Company	1275 Pennsylvania Avenue, NW
1290 Broadway	Washington, D.C. 20004-2415
Denver, CO 80203	(202) 383-0314

(Name and Address of Agent for Service)

____________________________

Title of securities being registered: Survivor Dimensions variable life insurance policies.

Approximate date of proposed public offering: as soon as practicable after the effective date of this Registration Statement.

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

SOUTHLAND SEPARATE ACCOUNT L1 (File No. 333-46294)
Cross-Reference Table

Form N-8B-2 Item No.	Caption in Prospectus
1, 2	Cover; Southland Life Insurance Company; Southland Life Separate Account L1
3	Inapplicable
4	Southland Life Insurance Company
5, 6	Southland Life Separate Account L1
7	Inapplicable
8	Financial Statements
9	Inapplicable
10(a), (b), (c), (d), (e)	Policy Summary; Policy Values; Determining Values in the Variable Division; Charges, Deductions and Refunds; Surrender; Partial Withdrawals; Guaranteed Interest Division; Transfers of Account Value; Right to Exchange Policy; Lapse; Reinstatement; Premiums
10(f)	Voting Privileges; Right to Change Operations
10(g), (h)	Right to Change Operations
10(i)	Tax Considerations; Detailed Information about the Policy; General Policy Provisions; Guaranteed Interest Division
11, 12	Southland Life Separate Account L1
13	Policy Summary; Charges, Deductions and Refunds; Group or Sponsored Arrangements, or Corporate Purchasers

					ii

Form N-8B-2 Item No.	Caption in Prospectus
14, 15	Policy Summary; Free Look Period; General Policy Provisions; Applying for a Policy
16	Premiums; Allocation of Net Premiums; How We Calculate Accumulation Unit Values
17	Premium Payments Affect Your Coverage; Surrender; Partial Withdrawals
18	Policy Summary; Tax Considerations; Detailed Information about the Policy; Southland Life Separate Account L1; Persistency Refund
19	Reports to Owners; Notification and Claims Procedures; Performance Information (Appendix B)
20	See 10(g) & 10(a)
21	Policy Loans
22	Policy Summary; Premiums; Grace Period; Southland Life Separate Account L1; Detailed Information about the Policy
23	Inapplicable
24	Inapplicable
25	Southland Life Insurance Company
26	Inapplicable
27, 28, 29, 30	Southland Life Insurance Company
31, 32, 33, 34	Inapplicable
35	Inapplicable
36	Inapplicable

					iii

Form N-8B-2 Item No.	Caption in Prospectus
37	Inapplicable
38, 39, 40, 41(a)	General Policy Provisions; Distribution of the Policies; Southland Life Insurance Company
41(b), 41(c), 42, 43	Inapplicable
44	Determining Values in the Variable Division;
	How We Calculate Accumulation Unit Values
45	Inapplicable
46	Partial Withdrawals; Detailed Information about the Policy
47, 48, 49, 50	Inapplicable
51	Detailed Information about the Policy
52	Determining Values in the Variable Division; Right to Change Operations
53(a)	Tax Considerations
53(b), 54, 55	Inapplicable
56, 57, 58	Inapplicable
59	Financial Statements

					iv

Prospectus

SURVIVOR DIMENSIONS VARIABLE UNIVERSAL LIFE
A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
issued by

Southland Life Insurance Company
and
Southland Life Separate Account L1

Consider carefully the policy charges, deductions, and refunds beginning on page 46 in this prospectus.

You should read this prospectus and keep it for future reference. A prospectus for each underlying investment portfolio must accompany and should be read together with this prospectus.

This policy is not available in all jurisdictions. This policy is not offered in any jurisdiction where this type of offering is not legal. Depending on the state where it is issued, policy features may vary. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different.

We offer other products to insure the lives of two people which may or may not better match your needs and interests.

Replacing your existing life insurance policy(ies) with this policy may not be beneficial to you.

Your Policy

• is a flexible premium variable joint and survivor universal life insurance policy;
• is issued on two lives on whom insurance coverage may continue, in whole or in part, until both have died;
• is issued by Southland Life Insurance Company;
• is guaranteed not to lapse during the first five policy years if you meet certain requirements; and
• is returnable by you during the free look period if you are not satisfied.

Your Premium Payments

• are flexible, so the premium amount and frequency may vary;
• are allocated to variable investment options and the guaranteed interest division, based on your instructions;
• are invested in shares of the underlying investment portfolios under each variable investment option; and
• can be invested in as many as eighteen investment options over the policy's lifetime.

Your Account Value

• is the sum of your holdings in the variable division, the guaranteed interest division and the loan division;
• has no guaranteed minimum value under the variable division. The value varies with the value of the underlying investment portfolio;
• has a minimum guaranteed rate of return for amounts in the guaranteed interest division; and
• is subject to specified expenses and charges, including possible surrender charges.

Death Proceeds

• are paid if the policy is in force at the death of the second of the two insured people;
• are equal to the death benefit minus an outstanding policy loan, accrued loan interest and unpaid charges incurred before the second insured person dies;
• are calculated under your choice of options;

           * Option A- a fixed minimum death benefit;
           * Option B- a stated death benefit plus your account value; and

• are generally not federally income taxed if your policy continues to meet the federal income tax definition of life insurance.

Neither the SEC nor any state securities commission has approved these securities or determined that this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This life insurance policy IS NOT a bank deposit or obligation, federally insured or backed by any bank or government agency.

Date of Prospectus _________ ___, _____

ISSUED BY: Southland Life
     Insurance Company
1290 Broadway
Denver, CO 80203-5699 UNDERWRITTEN BY: ING America Equities, Inc.
P.O. Box 173789
Denver, CO 80217-3789

THROUGH ITS: Southland Separate Account L1

ADMINISTERED BY: Southland Customer Service Center
P.O. Box 173789
Denver, CO 80217-3789
(800) 224-3035

Survivor Dimensions   			2

TABLE OF CONTENTS

          POLICY SUMMARY     4
               Your Policy     4
               Free Look Period     4
               Premium Payments     4
               Charges and Deductions     4
               Variable Division     6
               Fees and Expenses of the Investment Portfolios     6
               Guaranteed Interest Division     8
               Policy Values     8
               Transfers of Account Value     8
               Special Policy Features     8
               Policy Modification, Termination and Continuation Features     9
               Death Benefits     10
               Tax Considerations     10

          SOUTHLAND LIFE, THE SEPARATE ACCOUNT AND THE INVESTMENT OPTIONS     12
               Southland Life Insurance Company     12
               Southland Life Separate Account L1     12
               Investment Portfolio Objectives     13
               Guaranteed Interest Division     18
               Maximum Number of Investment Options     18

          DETAILED INFORMATION ABOUT THE POLICY     19
               Applying for a Policy     19
               Temporary Insurance     19
               Policy Issuance     19
               Premiums     20
               Premium Payments Affect Your Coverage     22
               Death Benefits     22
               Riders     27
               Special Features     29
               Policy Values     31
               Transfers of Account Value     33
               Dollar Cost Averaging     34
               Automatic Rebalancing     34
               Policy Loans     35
               Partial Withdrawals     36
               Lapse     38
               Reinstatement     39
               Surrender     40
               General Policy Provisions     40
                    Free Look Period     40
                    Your Policy     40
                    Age     40
                    Ownership     41
                    Beneficiary(ies)     41
                    Collateral Assignment     41
                    Incontestability     41
                    Misstatements of Age or Gender     41
                    Suicide     41
                    Transaction Processing     42
                    Notification and Claims Procedures     42
                    Telephone Privileges     42
                    Non-participation     43
                    Distribution of the Policies     43
                    Advertising Practices and Sales Literature     43
                    Settlement Provisions     44
               Administrative Information About the Policy     44

          CHARGES, DEDUCTIONS AND REFUNDS     46
               Deductions from Premiums     46
               Daily Deductions from the Separate Account     47
               Monthly Deductions from Account Value     47
               Policy Transaction Fees     48
               Persistency Refund     49
               Surrender Charge     49
               Group or Sponsored Arrangements, or Corporate Purchasers     52

          TAX CONSIDERATIONS     53
               Tax Status of the Policy     53
               Diversification and Investor Control Requirements      53
               Tax Treatment of Policy Death Benefits     54
               Modified Endowment Contracts     54
               Multiple Policies     54
               Distributions Other than Death Benefits from Modified Endowment Contracts     54
               Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts     55
               Investment in the Policy     55
               Policy Loans     55
               Continuation of Coverage Beyond Age 100     55
               Section 1035 Exchanges     55
               Taxation of Policy Splits     55
               Tax-exempt Policy Owners     56
               Possible Tax Law Changes     56
               Changes to Comply with the Law     56
               Other     56

          ADDITIONAL INFORMATION     58
               Directors and Officers     58
               Regulation     59
               Legal Matters     59
               Legal Proceedings     59
               Experts     59
               Registration Statement     59

          INDEX OF SPECIAL TERMS     60

          FINANCIAL STATEMENTS     61

          APPENDIX A     170

          APPENDIX B     171

Survivor Dimensions   			3

POLICY SUMMARY

Your Policy

Your policy provides life insurance protection on the lives of two insured people and insurance coverage may continue until both have died. The policy includes the basic policy, applications and riders or endorsements. As long as the policy remains in force, we pay a death benefit after the death of the second of the insured people. While your policy is in force, you may access a portion of your policy value by taking loans or partial withdrawals. You may surrender your policy for its net cash surrender value. At the policy anniversary nearest the younger insured person's 100^th birthday you may surrender the policy or continue it under the continuation of coverage option. See Continuation of Coverage, page 31.

Life insurance is not a short-term investment. You should evaluate your need for life insurance coverage and this policy's long-term investment potential and risks before purchasing a policy.

Free Look Period

Within limits as specified by law, you have the right to examine your policy and return it for a refund of all premium payments we have received or the account value, if you are not satisfied for any reason. The policy is then void. See Free Look Period, page 40.

Premium Payments

The policy is a flexible premium policy because the amount and frequency of the premium payments you make may vary within limits. You must make premium payments:

• for us to issue your policy;
• sufficient to keep your policy in force; and
• as necessary to continue certain benefits.

Depending on the amount of premium you choose to pay, it may not be enough to keep your policy or certain riders in force. See Premiums, page 20.

Allocation of Net Premiums

This policy has premium-based charges which are subtracted from your payments. We add the balance, or net premium, to your policy based on your investment instructions. You may allocate the net premium among one or more variable investment options and the guaranteed interest division. See Allocation of Net Premiums, page 22.

Charges and Deductions

All charges presented here are guaranteed unless stated otherwise.

_____________________

This summary highlights some of the important points about your policy. The policy is more fully described in the attached, complete prospectus. Please read it carefully. "We," "us," "our," and the "company" refer to Southland Life Insurance Company. "You" and "your" refer to the policy owner. The owner is the individual, entity, partnership, representative or party who may exercise all rights over the policy and receive the policy benefits during the insured people's lifetimes.

State variations are covered in a special policy form used in that state. This prospectus provides a general description of the policy. Your actual policy and any riders are the controlling documents. If you would like to review a copy of the policy and riders, contact our customer service center or your agent/registered representative.

Survivor Dimensions   			4

Charges

Other Than Investment Portfolio Annual Expenses
(See Charges, Deductions and Refunds, page 46)

Deductions from Premiums
Charge	When Charge is Deducted	Amount Deducted	Policies Affected
Tax Charge	Each premium payment received	2.5% for state and local taxes; 1.5% for estimated federal income tax treatment of deferred acquisition costs. (DAC)	All policies
Maximum Sales Charge	Each premium payment received	Percentage of policy or segment premium up to target premium and above target premium: year 1-10 up to target 4.0%, above target 2%; year 11+, 2% of all premium received.	All policies
Policy Charges Other Than Portfolio Company Operating Expenses
Charge	When Charge is Deducted	Amount Deducted	Policies Affected
Mortality & Expense Risk Charge	Daily, included in unit value	Percentage of account value in variable division. 0.002466% daily (0.90% annually)	All policies
Policy Charge	Monthly from account value	$15 per month for first ten policy years and $9 per month thereafter.	All policies
Monthly Administrative Charge	Monthly from account value	$0.085 per $1,000 death benefit for the first ten policy years. $0.015 per $1,000 death benefit for policy years eleven through twenty. Applies to first $2,500,000 of death benefit.	All policies
Cost of Insurance Charge	Monthly from account value	Varies based on age, gender, policy duration, amount of target death benefit and premium class. Maximum rates are never more than policy guaranteed maximum rates.	All policies
Guaranteed Minimum Death Benefit Charge	Monthly from account value	$0.005 per $1,000 of stated death benefit per month.	All policies electing this feature
Rider Charges	Monthly from account value	Varies depending on the rider benefits you choose.	All policies electing rider(s) with charges
Transaction Fees
Charge	When Charge is Deducted	Amount Deducted	Policies Affected
Partial Withdrawal Fee	Upon withdrawal from account value	Lesser of 2% of amount withdrawn or $25.	All policies taking partial withdrawals
Illustration Fee	Transaction date from account value	One free illustration per policy year, then a $25 fee may apply.	All policies
Surrender Charge	During the first 14 policy or segment years, from account value if (i) a partial or full surrender is made or (ii) upon a decrease in death benefit.	A dollar amount per $1,000 stated death benefit and a percentage of surrender charge target premium. Maximum of 100% of surrender target premium in first 5 years.	All policies

Survivor Dimensions   			5

Variable Division

If you invest in the variable investment options, you may make or lose money depending on market conditions. The variable investment options are described in the prospectuses for the underlying investment portfolios. Each investment portfolio has its own investment objective. See Investment Portfolio Objectives, page 13.

Fees and Expenses of the Investment Portfolios

The separate account purchases shares of the underlying investment portfolios, at net asset value. This price reflects investment management fees, 12b-1 fees, and other direct expenses deducted from the portfolio assets. This table describes these fees and expenses in gross amounts and net amounts after waiver or reimbursement of fees or expenses by the investment portfolio advisers. Waivers or reimbursements are voluntary and subject to change. The portfolio expense information was provided to us by the portfolios and we have not independently verified this information.

These expenses are not direct charges against variable division assets or reductions from contract values; rather these expenses are included in computing each underlying portfolio's net asset value, which is the share price used to calculate the unit values of the variable investment options. For a more complete description of the portfolios' costs and expenses, see the prospectuses for the portfolios.

Survivor Dimensions   			6

Investment Portfolio Annual Expenses (As a Percentage of Portfolio Average Net Assets)

Portfolio	Investment Management Fees	12b-1 Fees	Other Expenses	Total Portfolio Expenses	Fees and Expenses Waived or Reimbursed	Total Net Portfolio Expenses
The Alger American Fund
Alger American Growth	0.75%	N/A	0.04%	0.79%	N/A	0.79%
Alger American Leveraged AllCap 1	0.85%	N/A	0.08%	0.93%	N/A	0.93%
Alger American MidCap Growth	0.80%	N/A	0.05%	0.85%	N/A	0.85%
Alger American Small Capitalization	0.85%	N/A	0.05%	0.90%	N/A	0.90%
Fidelity Variable Insurance Products Fund
VIP Equity-Income Service Class 2	0.48%	0.10%	0.09%	0.67%	N/A	0.67%
VIP Growth Service Class 2	0.58%	0.10%	0.09%	0.77%	N/A	0.77%
VIP High Income Service Class 2	0.58%	0.10%	0.11%	0.79%	N/A	0.79%
VIP Overseas Service Class 2	0.73%	0.10%	0.18%	1.01%	N/A	1.01%
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Service Class 2	0.53%	0.10%	0.11%	0.74%	N/A	0.74%
VIP II Contrafund Service Class 2	0.58%	0.10%	0.10%	0.78%	N/A	0.78%
VIP II Index 500	0.24%	N/A	0.10%	0.34%	0.06%	0.28%
VIP II Investment Grade Bond	0.43%	N/A	0.11%	0.54%	N/A	0.54%
The GCG Trust 3
Liquid Asset Portfolio	0.56%	N/A	0.00%	0.56%	N/A	0.56%
Mid-Cap Growth Portfolio	0.91%	N/A	0.00%	0.91%	N/A	0.91%
Research Portfolio	0.91%	N/A	0.00%	0.91%	N/A	0.91%
Total Return Portfolio	0.91%	N/A	0.00%	0.91%	N/A	0.91%
INVESCO Variable Investment Funds, Inc.
INVESCO VIF - Equity Income 4	0.75%	N/A	0.44%	1.19%	0.02%	1.17%
INVESCO VIF - Utilities 5	0.60%	N/A	1.08%	1.68%	0.47%	1.21%
Janus Aspen Series Service Shares 6
Janus Aspen Aggressive Growth	0.65%	0.25%	0.02%	0.92%	N/A	0.92%
Janus Aspen Balanced	0.65%	0.25%	0.02%	0.92%	N/A	0.92%
Janus Aspen Growth	0.65%	0.25%	0.02%	0.92%	N/A	0.92%
Janus Aspen International Growth	0.65%	0.25%	0.11%	1.01%	N/A	1.01%
Janus Aspen Worldwide Growth	0.65%	0.25%	0.05%	0.95%	N/A	0.95%

____________________________

¹     Included in Alger American Leveraged AllCap portfolios "Other Expenses" is 0.01% of interest expense.

²     Each Fidelity Service class fund currently pays .10% of its average net assets as a 12b-1 fee. This fee could vary; but cannot exceed .25%. The total Net Portfolio Expenses presented are before Fidelity absorbed a portion of the portfolio and custodian expenses for some portfolios with brokerage commissions and uninvested cash balances. After the fee absorption, the total net portfolio expenses would be 0.75% for the VIP Growth Service Class, 0.98% for the VIP Overseas Service Class, 0.66% for VIP Equity-Income Service Class, 0.75% for VIP II Contrafund Service Class and 0.73% for VIP II Asset Manager Service Class.

Survivor Dimensions   			7

³     The GCG Trust pays Directed Services, Inc. ("DSI") for its services a monthly management fee based on the annual rates of the average daily net assets of the investment portfolios. DSI (and not the GCG Trust) in turn pays each portfolio manager a monthly fee for managing the assets of the portfolios.

⁴     INVESCO absorbed a portion of VIF-Equity Income Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.42% and 1.17% respectively.

⁵     INVESCO absorbed a portion of VIF-Utilities Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.61% and 1.21%, respectively.

⁶     Janus Aspen Service Shares has a distribution plan or "Rule 12b-1 plan" which is described in the funds' prospectuses. Expenses are based on the estimated expenses that the new Service Shares Class of each Portfolio expects to incur in its initial year. All expenses are shown without the effect of any expense offset arrangements.

Guaranteed Interest Division

The guaranteed interest division guarantees principal and is part of our general account. Amounts you direct into the guaranteed interest division are credited with interest at a fixed rate. See Guaranteed Interest Division, page 18.

Policy Values

Your policy account value is the amount you have in the guaranteed interest division, plus the amount you have in each variable investment option. If you have an outstanding policy loan, your account value includes the amount in the loan division. See Policy Values, page 31 and Partial Withdrawals, page 36.

Your Account Value in the Variable Division

Accumulation units are the way we measure value in the variable division. Accumulation unit value is the value of one unit of a variable investment option on a valuation date. Each variable investment option has a different accumulation unit value. See Determining Values in the Variable Division, page 32.

The accumulation unit value for each variable investment option reflects the investment performance of the underlying investment portfolio during the valuation period. Each accumulation unit value reflects asset-based charges under the policy and the expenses of the investment portfolios. See Determining Values in the Variable Division, page 32 and How We Calculate Accumulation Unit Values, page 32.

Transfers of Account Value

With some limitations, you may make transfers among the variable investment options or to the guaranteed interest division each policy year. There are restrictions on transfers from the guaranteed interest division. See Transfers of Account Value, page 33.

Special Policy Features

Designated Deduction Investment Option

You may designate one investment option from which we will take all of your monthly deductions. See Designated Deduction Investment Option, page 29.

Riders

You may attach additional benefits to your policy by rider. In most cases, we deduct a monthly charge from your account value for these benefits. See Riders, page 27.

Dollar Cost Averaging

Dollar cost averaging is a systematic plan of transferring account value to selected investment options. It is intended to protect your policy from short-term price fluctuations. However, dollar cost averaging does not assure a profit, nor does it protect against a loss in a declining market. Dollar cost averaging is free. See Dollar Cost Averaging, page 34.

Survivor Dimensions   			8

Automatic Rebalancing

Automatic rebalancing periodically reallocates your account value among selected investment options to maintain your specified distribution of account value among those investment options. Automatic rebalancing is free. See Automatic Rebalancing, page 34.

Loans

You may take loans against your policy's net cash surrender value. We charge a maximum annual loan interest rate of 4% for preferred loans and 6% for non-preferred loans. We credit an annual interest rate of 4% on amounts held in the loan account as collateral for your loan. See Policy Loans, page 33.

Policy loans may reduce your policy's death benefit and may cause your policy to lapse.

Loans may have tax consequences if the policy is modified endowment contract. See Tax Considerations, page 53.

Partial Withdrawals

You may withdraw part of your net cash surrender value after your first policy anniversary. You may make up to twelve partial withdrawals per policy year. Partial withdrawals may reduce your policy's death benefit, incur a fee and will reduce your account value. See Partial Withdrawals, page 36.

Partial withdrawals may have tax consequences. See Tax Considerations, page 53.

Persistency Refund

After your tenth policy anniversary, where permitted by law, we add a persistency refund to your account value. See Persistency Refund, page 49.

Policy Modification, Termination and Continuation Features

Right to Exchange Policy

For 24 months after the policy date you may exchange your policy for a guaranteed policy, unless law requires differently. There is no charge for this exchange. See Right to Exchange Policy, page 30.

Policy Split Option

Under certain circumstances, you may split your policy into two separate life insurance policies each insuring the life of one insured person. This split may occur upon divorce between the two insured people, business dissolution, or a possible adverse future change in the tax law, unless law requires otherwise. The policy split option is free. See Policy Split Option, page 30.

Surrender

You may surrender your policy for its net cash surrender value at any time before the death of the second of the insured people. All insurance coverage ends on the date we receive your request. See Surrender, page 40.

Surrenders may have tax consequences. See Tax Considerations, page 53.

Lapse

In general, insurance coverage continues as long as your net cash surrender value is enough to pay the monthly deductions. However, your policy and its riders are guaranteed not to lapse during the first five years of your policy if the conditions of the special continuation period have been met. See Lapse, page 37 and Special Continuation Period, page 21.

Policy lapses may have tax consequences. See Tax Considerations, page 53.

Reinstatement

You may reinstate your policy and its riders within five years of its lapse if you still own the policy and the insured people are still living and meet our underwriting requirements. You will need to give proof of insurability. You will also need to pay required reinstatement premiums.

If you had a policy loan existing when coverage ended, we will reinstate it with accrued loan interest to the date of the lapse. See Reinstatement, page 39.

Policy Maturity

If at least one of the insured people is still living on the maturity date or the policy anniversary nearest the younger insured person's 100^th birthday and you do not choose to let the continuation of coverage feature become effective, you must surrender your policy.

Survivor Dimensions   			9

We will pay the net account value. Your policy then ends. See Policy Maturity, page 31.

Continuation of Coverage

At the policy anniversary nearest the younger insured person's 100^th birthday, you may choose to let the continuation of coverage feature become effective. See Continuation of Coverage, page 31.

You should consult a qualified tax adviser before you allow the continuation of coverage feature to become effective.

Death Benefits

After the death of the second of the two insured people, we pay death proceeds to the beneficiary(ies) if your policy is still in force. The base death benefit varies based on the death benefit option you have chosen.

We generally require a minimum total death benefit of $250,000 to issue your policy. If you have an adjustable term insurance rider, the minimum stated death benefit to issue a policy is $100,000, as long as your total death benefit is at least $250,000.

You may change your death benefit amount while your policy is in force, subject to certain restrictions. See Changes in Death Benefit Amounts, page 26.

Tax Considerations

Under current federal income tax law, death benefits of life insurance policies generally are not subject to income tax. In order for this treatment to apply, the policy must qualify as a life insurance contract. We believe it is reasonable to conclude that the policy will qualify as a life insurance contract. See Tax Status of the Policy, page 53.

Assuming the policy qualifies as a life insurance contract under current federal income tax law, your account value earnings are generally not subject to income tax as long as they remain within your policy. However depending on circumstances, the following events may cause taxable consequences:

• partial withdrawals;
• surrender; or
• lapse.

In addition, if your policy is a modified endowment contract, a loan against or secured by the policy may cause income taxation. A penalty tax may be imposed on a distribution from a modified endowment contract as well. See Modified Endowment Contracts, page 54.

In recent years, Congress has adopted new rules relating to life insurance owned by businesses. A business contemplating the purchase of a new policy or a change in an existing policy should consult a tax adviser.

You should consult a qualified legal or tax adviser before you purchase your policy.

Survivor Dimensions   			10

How the Policy Works

Survivor Dimensions   			11

SOUTHLAND LIFE, THE SEPARATE ACCOUNT AND THE INVESTMENT OPTIONS

Southland Life Insurance Company

Southland Life Insurance Company is a stock life insurance company organized under the laws of the State of Texas in 1908. Our headquarters are located at 5780 Powers Ferry Road, NW, Atlanta, Georgia 30327-4390. We are admitted to do business in the District of Columbia and all states except New York. Our total assets exceeded $2.5 billion, and our shareholder's equity exceeded $351 million on a generally accepted accounting principles basis as of December 31, 1999. (See Financial Statements.)

Southland is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING"). ING is one of the world's three largest diversified financial services organizations. ING is headquartered in Amsterdam, The Netherlands. It has consolidated assets over $495 billion on a Dutch (modified U.S.) generally accepted accounting principles basis, as of December 31, 1999.

The principal underwriter and distributor for our policies is ING America Equities, Inc. ING America Equities is an affiliate of Southland and is a registered broker-dealer with the Securities and Exchange Commission ("SEC") and the National Association of Securities Dealers, Inc., ("NASD"). ING America Equities is a stock corporation organized under the laws of the State of Colorado in 1993, and is located at 1290 Broadway, Denver, Colorado 80203-5699.

Southland Life Separate Account L1

Separate Account Structure

We established Southland Separate Account L1 (the "separate account") on February 25, 1994, under Texas insurance law. It is a unit investment trust, registered with the SEC under the Investment Company Act of 1940. The SEC does not supervise our management of the separate account or Southland.

The separate account is used to support our variable life insurance policies and for other purposes allowed by law and regulation. We keep the separate account assets separate from our general account and other separate accounts. We may offer other variable life insurance contracts with different benefits and charges that invest in the separate account. We do not discuss these contracts in this prospectus. The separate account may invest in other securities not available for the policy described in this prospectus.

The company owns all the assets in the separate account. We credit gains to or charge losses against the separate account without regard to performance of other investment accounts.

Order of Separate Account Liabilities

State law provides that we may not charge general account liabilities against separate account assets equal to its reserves and other liabilities. This means that if we ever become insolvent, the separate account assets will be used first to pay separate account policy claims. Only if separate account assets remain after these claims have been satisfied can these assets be used to pay other policy owners and creditors.

The separate account may have liabilities from assets credited to other variable life policies offered by the separate account. If the assets of the separate account are greater than required reserves and policy liabilities, we may transfer the excess to our general account.

Investment Options

Investment options include the variable and the guaranteed interest divisions, but not the loan division. The separate account has several variable investment options which invest in shares of underlying investment portfolios. This means that the investment performance of a policy depends on the performance of the investment portfolios you choose. Each investment portfolio has its own investment objective. These investment portfolios are not available directly to individual investors. They are available only as underlying investments for variable annuity and variable life insurance contracts and certain pension accounts.

Investment Portfolios

Each of the investment portfolios is a separate series of an open-end management investment company.

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The investment company receives investment advice from a registered investment adviser.

The investment portfolios sell shares to separate accounts of insurance companies. These insurance companies may or may not be affiliated with us. This is known as "shared funding." Investment portfolios may sell shares as the underlying investment for both variable annuity and variable life insurance contracts. This process is known as "mixed funding."

The investment portfolios may sell shares to certain qualified pension and retirement plans that qualify under Section 401 of the Internal Revenue Code ("IRC"). As a result, a material conflict of interest may arise between insurance companies, owners of different types of contracts and retirement plans or their participants.

If there is a material conflict, we will consider what should be done, including removing the investment portfolio from the separate account. There are certain risks with mixed and shared funding, and with selling shares to qualified pension and retirement plans. See the investment portfolios' prospectuses.

Investment Portfolio Objectives

Each investment portfolio has a different investment objective that it tries to achieve by following its own investment strategy. The objectives and policies of each investment portfolio affect its return and its risks. We summarize the investment objectives for each investment portfolio here. With this prospectus, you must receive the current prospectus for each investment portfolio. You should read each investment portfolio prospectus.

Certain investment portfolios offered under this policy have investment objectives and policies similar to other funds managed by the portfolio's investment adviser. The investment results of a portfolio may be higher or lower than those of other funds managed by the same adviser. There is no assurance and no representation is made that the investment results of any investment portfolio will be comparable to those of another fund managed by the same investment adviser.

Some investment portfolio advisers and distributors (or their affiliates) may pay us compensation for servicing, distribution, administration or other expenses. We receive 12b-1 fees from some investment portfolios. The amount of compensation is usually based on the aggregate assets of the investment portfolio from contracts that we issue or administer. Some advisers and distributors may pay us more or less than others and our affiliates may pay us significantly more.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Alger American Growth Portfolio	Investment Company: The Alger American Fund Investment Adviser: Fred Alger Management, Inc.	Seeks long term capital appreciation by focusing on growing companies that generally have broad product lines, markets, financial resources and depth of management. Under normal circumstances, the portfolio invests primarily in the equity securities of large companies. The portfolio considers a large company to have a market capitalization of $1 billion or greater.
Alger American Leveraged AllCap Portfolio	Investment Company: The Alger American Fund Investment Adviser: Fred Alger Management, Inc.	Seeks long term-capital appreciation by investing, under normal circumstances, in the equity securities of companies of any size which demonstrate promising growth potential. The portfolio can leverage, that is, borrow money, up to one-third of its total assets to buy additional securities. By borrowing money, the portfolio has the potential to increase its returns if the increase in the value of the securities purchased exceeds the cost of borrowing, including interest paid on the money borrowed.
Alger American MidCap Growth Portfolio	Investment Company: The Alger American Fund Investment Adviser: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on midsize companies with promising growth potential. Under normal circumstances, the portfolio invests primarily in the equity securities of companies having a market capitalization within the range of companies in the S&P MidCap 400 Index.
Alger American Small Capitalization Portfolio	Investment Company: The Alger American Fund Investment Adviser: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on small, fast-growing companies that offer innovative products, services or technologies to a rapidly expanding marketplace. Under normal circumstances, the portfolio invests primarily in the equity securities of small capitalization companies. A small capitalization company is one that has a market capitalization within the range of the Russell 2000 Growth Index or the S&P SmallCap 600 Index.
VIP Equity-Income Portfolio Service Class	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks reasonable income and potential for capital appreciation. With a yield which exceeds the composite yield on the securities comprising the S&P®500. Invests in domestic and foreign issuers. Invests at least 65% of total assets in income-producing equity securities, which tend to lead to investments in large cap "value" stocks. Potentially invests in other types of equity securities and debt securities, including lower-quality debt securities. Uses fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
VIP Growth Portfolio Service Class	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks capital appreciation by investing in common stocks of companies that it believes have above-average growth potential, either domestic or foreign issuers.
VIP High Income Portfolio Service Class	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks a high level of current income while also considering growth of capital by investing in domestic and foreign issuers and companies in troubled or uncertain financial condition. Invests at least 65% of total assets in income-producing debt securities, preferred stocks and convertible securities with an emphasis on lower-quality debt securities. Potentially invests in non-income producing debt securities, including defaulted securities and common stocks. Uses fundamental analysis of each issuer's financial condition, industry position, market and economic conditions to select investments.
VIP Overseas Portfolio Service Class	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks long-term growth of capital by investing at least 65% of total assets in foreign securities.
VIP II Asset Manager Portfolio Service Class	Investment Company: Fidelity Variable Insurance Products Fund II Investment Manager: Fidelity Management & Research Company	Seeks high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.
VIP II Contrafund Portfolio Service Class	Investment Company: Fidelity Variable Insurance Products Fund II Investment Manager: Fidelity Management & Research Company	Seeks long-term capital appreciation by investing primarily in common "growth" stocks or "value" stocks or both of domestic and foreign issuers. Invests in securities of companies whose value it believes is not fully recognized by the public. Uses fundamental analysis of each issuer's financial condition, industry position, market and economic conditions to select investments.
VIP II Index 500 Portfolio	Investment Company: Fidelity Variable Insurance Products Fund II Investment Manager: Fidelity Management & Research Company Sub-Advisor: Bankers Trust Company	Seeks investment results that correspond to the total return of common stocks publicly traded in the United States as represented by the S&P® 500.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
VIP II Investment Grade Bond Portfolio	Investment Company: Fidelity Variable Insurance Products Fund II Investment Manager: Fidelity Management & Research Company	Seeks as high level of current income as is consistent with the preservation of capital by investing in U.S. dollar-denominated investment grade bonds. Allocates assets across different market sectors and maturities. Analyzes a security's structural features, current pricing and trading opportunities, and the credit quality of its issuer in selecting investments. Manages the portfolio to have similar overall interest rate risk to Lehman Brothers Aggregate Bond Index®.
Liquid Asset Portfolio	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: ING Investment Management, LLC (an affiliate)	Seeks high level of current income consistent with the preservation of capital and liquidity. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.
Mid-Cap Growth Portfolio	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: Massachusetts Financial Services Company	Seeks long-term growth of capital. Invests primarily in equity securities of companies with medium market capitalization which the portfolio manager believes have above-average growth potential.
Research Portfolio	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: Massachusetts Financial Services Company	Seeks long-term growth of capital and future income. Invests at least 80% in common stocks and related securities (such as preferred stock, convertible securities and depository receipts). Focuses on companies which portfolio manager believes have favorable prospects for long-term growth, attractive valuations, dominant or growing market share and superior management.
Total Return Portfolio	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: Massachusetts Financial Services Company	Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. Invests primarily in a combination of equity and fixed income securities.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
VIF-Equity Income Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc. Sub-Advisor: INVESCO Capital Management, Inc.	Seeks high current income, with growth of capital as a secondary objective by investing at least 65% of its assets in dividend-paying common and preferred stocks. The rest of the fund's assets are invested in debt securities, and lower-grade debt securities.
VIF-Utilities Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc. Sub-Advisor: INVESCO Capital Management, Inc.	Seeks capital appreciation and income by investing at least 80% of its assets in companies doing business in the utilities economic sector. The remainder of the fund's assets are not required to be invested in the utilities economic sector.
Aspen Aggressive Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital by investing primarily in common stocks selected for their growth potential and normally investing at least 50% of its equity assets in medium-sized companies which fall within the range of companies in the S&P® MidCap 400 Index.
Aspen Balanced Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital, consistent with preservation of capital and balanced by current income by normally investing 40-60% of its assets in securities selected primarily for their growth potential and 40-60% of its assets in securities selected primarily for their income potential. The portfolio normally invests at least 25% of its assets in fixed-income securities.
Aspen Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital in a manner consistent with preservation of capital by investing primarily in common stocks selected for their growth potential. Although the portfolio can invest in companies of any size, it generally invests in larger, more established companies.
Aspen International Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital by investing at least 65% of its total assets in securities of issuers from at least five different countries, excluding the United States. Although the portfolio intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers and it may at times invest all of its assets in fewer than five countries or even a single country.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Aspen Worldwide Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital in a manner consistent with preservation of capital by investing primarily in common stocks of companies of any size throughout the world. The portfolio normally invests in issuers from at least five different countries, including the United States. The portfolio may at times invest in fewer than five countries or even in a single country.

Guaranteed Interest Division

You may allocate all or a part of your net premium and transfer your net account value into the guaranteed interest division. The guaranteed interest division guarantees principal and is part of our general account. It pays interest at a fixed rate that we declare.

The general account contains all of our assets other than those held in the separate account (variable investment options) or other separate accounts.

The general account supports our non-variable insurance and annuity obligations. We have not registered interests in the guaranteed interest division under the Securities Act of 1933. Also, we have not registered the guaranteed interest division or the general account as an investment company under the Investment Company Act of 1940 (because of exemptive and exclusionary provisions). This means that the general account, the guaranteed interest division and its interests are generally not subject to regulation under these Acts.

The SEC staff has not reviewed the disclosures in this prospectus relating to the general account and the guaranteed interest division. These disclosures, however, may be subject to certain requirements of the federal securities law regarding accuracy and completeness of statements made.

The amount you have in the guaranteed interest division is all of the net premium you allocate to that division, plus transfers you make to the guaranteed interest division plus interest earned.

Amounts you transfer out of or withdraw from the guaranteed interest division reduce this amount. It is also reduced by deductions for charges from your account value allocated to the guaranteed interest division.

We declare the interest rate that applies to all amounts in the guaranteed interest division. This interest rate is never less than the minimum guaranteed interest rate of 3%. The credited interest rate will be in effect for an initial twelve month period. Thereafter, the credited interest rate will be similarly guaranteed for a successive period of at least twelve months at an interest rate current at that time. Interest compounds daily at an effective annual rate that equals the declared rate. We credit interest to the guaranteed interest division on a daily basis. We pay interest regardless of the actual investment performance of our account. We bear all of the investment risk for the guaranteed interest division.

Maximum Number of Investment Options

There are three divisions: the variable division, the guaranteed interest division and the loan division. Under the variable division, there are numerous variable investment options. See Southland Life Separate Account L1, page 12 and Investment Portfolio Objectives, page 13.

You may invest in a total of eighteen investment options over the life of your policy. Investment options include the variable and the guaranteed interest divisions, but not the loan division.

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As an example, if you have had funds in seventeen variable investment options and the guaranteed interest division, these are the only investment options to which you may later add or transfer funds. However, you could still take a policy loan and access the loan division.

You may want to use fewer investment options in the early years of your policy, so that you can invest in others in the future. If you invest in eighteen variable investment options, you will not be able to invest in the guaranteed interest division.

DETAILED INFORMATION ABOUT THE POLICY

This prospectus describes our standard Survivor Dimensions Universal Life insurance policy. There may be differences in the policy because of state requirements where we issue your policy. We will describe such differences in your policy.

Applying for a Policy

You purchase this variable universal life policy by submitting an application to us. On the policy date, the joint equivalent age of the two insured people must be no less than 15 and no more than age 85. The individual age of each insured person must be no more than 90 years of age on the policy date. There is no maximum age difference between the two insured people.

The insured people are the two people on whose lives we issue the policy. The insured people share some relationship and commonly include, among others: husband and wife; business partners; parent and child; grandparent and grandchild; and siblings. Upon the death of the second of the insured people we pay the death benefit. See Age, page 40.

You may request that we back-date the policy up to six months to allow either or both of the insured people to give proof of a younger age for the purposes of your policy.

We may reduce the minimum death benefit for group or sponsored arrangements, or corporate purchasers. Our underwriting and reinsurance procedures in effect at the time you apply limit the maximum death benefit.

Temporary Insurance

If you apply and qualify, we may issue temporary insurance in an amount equal to the face amount of the permanent insurance for which you applied. The maximum amount of temporary insurance for binding limited life insurance coverage is $3 million, which includes any other in-force coverage you have with us.

Temporary coverage begins when:

1. you have completed and signed our binding limited life insurance coverage form;
2. we receive and accept a premium payment of at least your scheduled premium (selected on your application); and
3. part I of the application is complete.

Temporary life insurance coverage ends on the earliest of:

• the date we return your premium payments;
• five days after we mail notice of termination to the address on your application;
• the date your policy coverage starts;
• the date we refuse to issue a policy based on your application; or
• 90 days after you sign our binding limited life insurance coverage form.

There is no death benefit under the temporary insurance agreement if:

• there is a material misrepresentation in your answers on the binding limited life insurance coverage form;
• there is a material misrepresentation in statements on your application;
• the person or persons intended to be the insured people die by suicide or self-inflicted injury; or
• the bank does not honor your premium check.

Policy Issuance

Before we issue a policy, we require satisfactory evidence of insurability of both insured people and payment of your initial premium. This evidence may include a medical examination and completion of all underwriting and issue requirements.

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The policy date shown on your policy schedule determines:

• monthly processing dates;
• policy months;
• policy years; and
• policy anniversaries.

The policy date is not affected by when you receive the policy. We charge monthly deductions from the policy date unless your policy specifies otherwise.

The policy date is determined one of three ways:

1. the date you designate on your application, subject to our approval;
2. the back-date of the policy to save age, subject to our approval and law; or
3. if there is no designated date or back-date, the policy date is:

• the date all underwriting and administrative requirements have been met if we receive your initial premium before we issue your policy; or
• the date we receive your initial premium if it is after we approve your policy for issue.

Definition of Life Insurance

We apply a test to make sure that your policy meets the federal income tax definition of life insurance. The guideline premium/cash value corridor test applies to your policy. We may limit premium payments relative to your policy death benefit under this test. See Tax Status of the Policy, page 53.

Premiums

You may choose the amount and frequency of premium payments, within limits. You cannot make premium payments after the death of the second of the insured people or after the continuation of coverage period begins. See Continuation of Coverage, page 31.

We consider payments we receive to be premium payments if you do not have an outstanding loan and your policy is not in the continuation of coverage period. After we deduct certain charges from your payment, we add the remaining net premium to your policy.

Scheduled Premiums

Your premiums are flexible. You may select your scheduled premium (within our limits) when you apply for your policy. The scheduled premium, shown in your policy and schedule, is the amount you choose to pay over a stated time period. This amount may or may not be enough to keep your policy in force. You may receive premium reminder notices for the scheduled premium on a quarterly, semi-annual or annual basis. You are not required to pay the scheduled premium.

You may choose to pay your premium by electronic funds transfer each month. This option is not available for your initial premium. The financial institution that makes your electronic funds transfer may charge for this service.

You can change the amount of your scheduled premium within our minimum and maximum limits at any time. If you fail to pay your scheduled premium or if you change the amount of your scheduled premium, your policy performance will be affected. During the special continuation period, your scheduled premium should not be less than the minimum annual premium shown in your policy.

If you want the guaranteed minimum death benefit, your scheduled premium should not be less than the guarantee period annual premium shown in your policy. See Guaranteed Minimum Death Benefit, page 26.

Unscheduled Premium Payments

Generally speaking, you may make unscheduled premium payments at any time, however:

1. We may limit the amount of your unscheduled premium payments that would result in an increase in the base death benefit amount required by the federal income tax law definition of life insurance. We may require satisfactory evidence that the insured people are insurable at the time that you make the unscheduled premium payment if the death benefit is increased due to your unscheduled premium payments;
2. We may require proof that at least one insured person is insurable if your unscheduled premium payment will cause the net amount at risk to increase; and

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3. We will return premium payments which are greater than the "seven-pay" limit for your policy if your payment would cause your policy to become a modified endowment contract, unless you have acknowledged in writing the new modified endowment contract status for your policy. The "seven-pay" limit is defined by the Internal Revenue Code and actuarially determined. It varies based on the age, gender and premium class of each insured, as well as the death benefit and additional benefits or riders on the policy. It is generally the maximum possible premium that we may receive during the first seven policy years in order for the policy not to be classified as a modified endowment contract

See Modified Endowment Contracts, page 54 and Changes to Comply with the Law, page 56.

If you have an outstanding policy loan and you make an unscheduled payment, we will consider it a loan repayment, unless you tell us otherwise. If your payment is a loan repayment, we do not take tax or sales charges which apply to premium payments.

Target Premium

Target premium is not based on your scheduled premium. Target premium is actuarially determined based on the age, gender and premium class of the insured persons. The target premium is used in determining your initial sales charge, deferred sales charge and the sales compensation we pay. It may or may not be enough to keep your policy in force. You are not required to pay the target premium and there is no penalty for paying more or less. The target premium for your policy and each additional segment is listed in your policy schedule. See Premiums, page 20.

Minimum Annual Premium

To qualify for the special continuation period, you must pay a minimum annual premium during each of your first five policy years.

Your minimum annual premium is based on:

• each insured person's age, gender and premium class;
• the stated death benefit of your policy; and
• riders on your policy.

Your minimum annual premium is shown in the schedule pages of your policy. We may reduce the minimum annual premium for group or sponsored arrangements, or for corporate purchasers.

Special Continuation Period

The special continuation period is the first five policy years. Under the special continuation period, we guarantee that your policy will not lapse, regardless of its net cash surrender value, if on a monthly processing date:

• the sum of all premiums you have paid, minus partial withdrawals that you have taken, minus outstanding policy loans, including accrued loan interest is greater than or equal to;
• the minimum monthly premiums for each policy month from the first month of your policy through the current monthly processing date.

The minimum monthly premium is one-twelfth of the minimum annual premium.

During the first five years of your policy if there is not enough net cash surrender value to pay the monthly deductions and you have satisfied these requirements, we do not allow your policy to lapse. We do not permanently waive policy charges. Instead, we continue to deduct these charges which may result in a negative net cash surrender value, unless you pay enough premium to prevent this. The negative balance is your unpaid monthly deductions owing. At the end of the special continuation period, to avoid lapse of your policy you must pay enough premium to bring the net cash surrender value to zero plus the amount that covers your estimated monthly deductions for the following two months. See Lapse, page 38.

Investment Date and Allocation of Net Premiums

The net premium is the balance remaining after we deduct tax and sales charges from your premium payment.

Insurance coverage does not begin until we receive your initial premium. It must be at least equal to the sum of the scheduled premiums due from your policy date through your investment date.

The investment date is the first date we apply the net premium we have received to your policy.

We apply the initial net premium to your policy after:
     a)     we receive the required amount of premium; and

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     b)     all issue requirements have been received by our customer service center; and
     c)     we have approved your policy for issue.

Amounts you designate for the guaranteed interest division will be allocated to that division on the investment date. If your state requires the return of your premium during the free look period, we initially invest amounts you have designated for the variable division in The GCG Liquid Asset Portfolio. We later transfer these amounts from The GCG Liquid Asset Portfolio to your selected variable investment options, based on your most recent premium allocation instructions, at the earlier of the following dates:

• five days after we mailed your policy plus your state free look period has ended; or
• we have received your delivery receipt plus your state free look period has ended.

If your state provides for return of account value during the free look period or no free look period, we invest amounts you designated for the variable division directly into your selected variable investment options.

We allocate all later premium payments to your policy on the valuation date of receipt. We use your most recent premium allocation instructions specified in whole numbers totaling 100% and using up to eighteen investment options over the life of your policy. You may change your premium allocation at any time by sending notice to us. See Maximum Number of Investment Options, page 19.

Premium Payments Affect Your Coverage

Unless you have the guaranteed minimum death benefit feature or your policy is in the special continuation period, your coverage lasts only as long as your net cash surrender value is enough to pay the monthly charges and your cash surrender value is more than your outstanding policy loan plus accrued loan interest. If you do not meet these conditions, your policy will enter the 61-day grace period and you must make a premium payment to avoid lapse. See Lapse, page 37 and Grace Period, page 38.

If you pay your minimum premium each year during the first five policy years and take no policy loan or withdrawals, we guarantee your policy and riders will not lapse during the special continuation period, regardless of your net cash surrender value. See Special Continuation Period, page 21.

Under the guaranteed minimum death benefit, the base death benefit portion of your policy remains effective until the end of the guarantee period. The guaranteed minimum death benefit feature does not apply to riders which can lapse and terminate during the guarantee period. You must meet all conditions of the guarantee. See Guaranteed Minimum Death Benefit, page 26.

Modified Endowment Contracts

There are special federal income tax rules for distributions from life insurance policies which are modified endowment contracts. These rules apply to policy loans, surrenders and partial withdrawals. Whether or not these rules apply depends upon whether or not the premiums we receive are greater than the "seven-pay" limit.

If we find that your scheduled premium causes your policy to be a modified endowment contract on your policy date, we will require you to acknowledge that you know the policy is a modified endowment contract. We will issue your policy based on the scheduled premium you selected. If you do not want your policy to be issued as a modified endowment contract, you may reduce your scheduled premium to a level which does not cause your policy to be a modified endowment contract. We will then issue your policy based on the revised scheduled premium. See Modified Endowment Contracts, page 54.

Death Benefits

As a joint and survivor universal life insurance policy, your policy has a joint nature to the death benefit. We do not pay death proceeds until the death of the second of the insured people. Your death benefit is calculated as of the date of death of the second of the insured people.

You can decide the amount of insurance you need, now and in the future. You can combine the long-term advantages of permanent life insurance (base coverage) with the flexibility and short-term advantages of term life insurance. Both permanent and term life insurance are available with your one policy.

The stated death benefit is the permanent element of your policy. The adjustable term insurance rider is

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the term insurance element of your policy. See Adjustable Term Insurance Rider, page 28.

Generally we require a minimum total death benefit of $250,000 to issue a policy. If you have an adjustable term insurance rider, the minimum stated death benefit to issue a policy is $100,000, as long as your total death benefit is at least $250,000.

It may be to your economic advantage to include part of your insurance coverage under the adjustable term insurance rider. Both the cost of insurance under the adjustable term insurance rider and the cost of insurance for the base death benefit are deducted monthly from your account value and generally increase with the age of the insured people. Use of the adjustable term insurance rider may reduce the sales compensation, but may increase the monthly cost of insurance. See Adjustable Term Insurance Rider, page 28.

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Death Benefit Summary

This chart assumes no death benefit option changes and no requested or scheduled increases or decreases in stated or target death benefit and that partial withdrawals are less than the premium we receive.

	Option A	Option B
Stated Death Benefit	The amount of policy death benefit at issue, not including rider coverage. This amount stays level throughout the life of the policy.	The amount of policy death benefit at issue, not including rider coverage. This amount stays level throughout the life of the policy.
Base Death Benefit	The greater of the stated death benefit or the account value multiplied by the appropriate factor from the definition of life insurance factors.	The greater of the stated death benefit plus the account value or the account value multiplied by the appropriate factor from the definition of life insurance factors.
Target Death Benefit	Stated death benefit plus adjustable term insurance rider benefit. This amount remains level throughout the life of the policy.	Stated death benefit plus adjustable term insurance rider benefit. This amount remains level throughout the life of the policy.
Total Death Benefit	The greater of the target death benefit or the base death benefit.	The greater of the target death benefit plus the account value or the base death benefit.
Adjustable Term Insurance Rider Benefit	The total death benefit minus base death benefit, but not less than zero. If the account value multiplied by the death benefit corridor factor is greater than the stated death benefit, the adjustable term insurance benefit will be decreased. It will be decreased so that the sum of the base death benefit and the adjustable term insurance rider benefit is not greater than the target death benefit. If the base death benefit becomes greater than the target death benefit, then the adjustable term insurance rider benefit is zero.	The total death benefit minus the base death benefit, but not less than zero. If the account value multiplied by the death benefit corridor factor is greater than the stated death benefit plus the account value, the adjustable term insurance rider benefit will be decreased. It will be decreased so that the sum of the base death benefit and the adjustable term insurance rider benefit is not greater than the target death benefit plus the account value. If the base death benefit becomes greater than the target death benefit plus the account value, then the adjustable term insurance rider benefit is zero.

Base Death Benefit

Your base death benefit can be different from your stated death benefit as a result of:

• your choice of death benefit option;
• increases or decreases in the stated death benefit; or
• a change in your death benefit option.

Federal income tax law requires that your death benefit be at least as much as your account value multiplied by a factor defined by law. This factor is based on:

• the insured people's joint equivalent age;
• the insured people's gender;
• the guideline premium/cash value corridor test for the federal income tax law definition of life insurance. See Appendix A, page 170.

As long as your policy is in force, we will pay the death proceeds to your beneficiary(ies) calculated at the date of death of the second of the insured people. The beneficiary(ies) is(are) the person (people) you name to receive the death proceeds from your policy. The death proceeds are:

• your base death benefit; plus
• rider benefits; minus
• your outstanding policy loan with accrued loan interest; minus
• outstanding policy charges incurred before the death of the second of the insured people.

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There could be outstanding policy charges if the date of death of the second of the insured people happens while your policy is in the grace period or in the five-year special continuation period.

Death Benefit Options

You have a choice of two death benefit options: option A or option B (described below). Your choice may result in your base death benefit being greater than your stated death benefit.

If you choose death benefit option A, your base death benefit is the greater of:

1. your stated death benefit on the date of death of the second of the insured people; or
2. your account value on the date of death of the second of the insured people multiplied by the appropriate factor from the definition of life insurance factors shown in Appendix A or B.

With option A, positive investment performance generally reduces your net amount at risk, which lowers your policy's cost of insurance charge. Option A offers insurance coverage that is a set amount with potentially lower cost of insurance charges over time.

Under death benefit option B, your base death benefit is the greater of:

1. your stated death benefit plus your account value on the date of death of the second of the insured people; or
2. your account value on the date of death of the second of the insured people multiplied by the appropriate factor from the definition of life insurance factors shown in Appendix A or B.

With option B, investment performance is reflected in your insurance coverage.

Death benefit option B is not available during the continuation of coverage period. If you select option B on your policy, it automatically converts to death benefit option A when the continuation of coverage period begins. See Continuation of Coverage, page 31.

Changes in Death Benefit Options

You may request a change in your death benefit option at any time on or after your first monthly processing date and before the continuation of coverage period begins. A death benefit option change applies to your entire stated or base death benefit. Changing your death benefit option may reduce or increase your target death benefit, as well as your stated death benefit.

You may change from death benefit option A to option B or from option B to option A. For you to change from death benefit option A to option B, we may require proof that the insured people are insurable under our normal rules of underwriting.

Your death benefit option change is effective on your next monthly processing date after we approve it, so long as at least one day remains before your monthly processing date. If less than one day remains before your monthly processing date, the change will be effective on your second following monthly processing date.

After we approve your request, we send a new policy schedule page to you. You should attach it to your policy. We may ask you to return your policy to our customer service center so that we can make this change for you.

We may not approve a death benefit option change if it reduces the target death benefit below the minimum we require to issue your policy.

On the effective date of your option change, your stated death benefit changes as follows:

Change From	Change To	Stated Death Benefit Following Change:
Option A	Option B	your stated death benefit before the change minus your account value as of the effective date of the change.
Option B	Option A	your stated death benefit before the change plus your account value as of the effective date of the change.

We increase or decrease your stated death benefit to keep the net amount at risk the same on the date of your death benefit option change. There is no change to the amount of coverage under your adjustable term

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insurance rider. See Cost of Insurance Charge, page 47.

If you change your death benefit option, we adjust the stated death benefit for each of your segments by allocating your account value to each benefit segment. For example, if you change from death benefit option A to option B, your stated death benefit is decreased by the amount of your account value allocated to each segment. If you change from death benefit option B to option A, your stated death benefit is increased by the amount allocated to each segment.

We do not impose a surrender charge for any decrease in your stated death benefit because you change your death benefit option.

Changes in Death Benefit Amounts

Contact your agent/registered representative or our customer service center to request a change in your policy's death benefit. The change is effective as of the next monthly processing date after we approve your request. Your requested change must be for at least $1,000.

After we make your requested change, we will send you a new schedule page. Keep it with your policy. Or we may ask you to send your policy to us so that we can make the change for you.

You may change the target death benefit once in a policy year.

We may not approve a requested change if it will disqualify your policy as life insurance under federal income tax law. If we disapprove a change for any reason, we provide you with a notice of our decision. See Tax Considerations, page 53.

You may request a decrease in the stated death benefit only after your first policy anniversary.

If you decrease your death benefit, you may not decrease your target death benefit below the minimum we require to issue your policy.

Requested reductions in the death benefit amount will first decrease the target death benefit. We decrease your stated death benefit only after your adjustable term insurance rider coverage is reduced to zero. If you have more than one segment, we divide decreases in stated death benefit among your benefit segments pro rata unless law requires differently.

You may increase your target or stated death benefit on or after your first monthly processing date and before the policy anniversary when the joint equivalent age of the insured people is 85.

You must provide satisfactory evidence that the insured person is still insurable to increase your death benefit. Unless you tell us differently, we assume your request for an increase in your target death benefit is also a request for an increase to your stated death benefit. Thus, the amount of your adjustable term insurance rider will not change.

The initial death benefit segment, or first segment, is the stated death benefit on your policy's effective date. A requested increase in stated death benefit will cause a new segment to be created. Once created, it is permanent unless law requires differently. The segment year runs from the segments effective date to its anniversary.

Each new segment may have:

• a new initial sales charge;
• a new deferred sales charge;
• new cost of insurance charges, guaranteed and current;
• a new incontestability period;
• a new suicide exclusion period; and
• a new target premium.

We allocate the net amount at risk among segments in the same proportion that each segment bears to the total stated death benefit. Premiums we receive after an increase are applied to your policy segments in the same proportion as the target premium for each segment bears to the total target premium for all segments. For each coverage segment, your schedule shows your target premium which is used to determine your initial sales charge and deferred sales charge.

There may be tax consequences as a result of a change in your death benefit amount. Consult your tax adviser before making a change. See Tax Status of the Policy, page 53 and Modified Endowment Contracts, page 54.

Guaranteed Minimum Death Benefit

The guaranteed minimum death benefit may be put in force only at policy issue. This option extends the period that your policy's stated death benefit remains

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in effect even if the variable investment options perform poorly. It has a guarantee period that lasts until the continuation of coverage period begins, so long as you meet all requirements.

The guaranteed minimum death benefit coverage does not apply to riders, including the adjustable term insurance rider. Therefore, if your net cash surrender value is not enough to pay the deductions as they come due on your policy and if your policy is no longer in the special continuation period, only the stated death benefit portion of your coverage is guaranteed to stay in force.

Charges for your guaranteed minimum death benefit and base coverage are deducted each month to the extent that there is sufficient net account value to pay these charges. If there is not sufficient net account value to pay a charge, it is permanently waived. Deduction of charges will resume once there is sufficient net account value.

The guaranteed minimum death benefit feature is not available in some states.

Requirements to Maintain the Guarantee Period

To qualify for the guaranteed minimum death benefit you must pay an annual premium higher than the minimum annual premium. This higher premium is called the guarantee period annual premium. The guarantee period monthly premium is one-twelfth of the guarantee period annual premium. Your net account value must meet certain diversification requirements.

Your guarantee period annual premium is based on a percentage of the guideline level premium calculated under the federal tax laws. Your guideline level annual premium depends on:

• your policy's target death benefit;
• each insured person's age, gender, premium class and underwriting characteristics;
• the death benefit option you chose;
• additional rider coverage on your policy; and
• other additional benefits on your policy.

At each monthly processing date we test to see if you have paid enough premium to keep your guarantee in place. We calculate:

• actual premiums we receive; minus
• the amount of any partial withdrawals you make; minus
• policy loan amounts you take with accrued loan interest. This amount must equal or exceed;
• the sum of the guarantee period monthly premium payments for each policy month starting with your first policy month through the end of the policy month that begins on the current monthly processing date.

You must continually meet the requirements of the guarantee period for this feature to remain in effect. We show the guarantee period annual premium on your policy schedule. If your policy benefits increase, the guarantee period annual premium increases.

In addition, the guarantee period ends if your net account value on any monthly processing date is not diversified as follows:

1. your net account value must be invested in at least five investment options; and
2. no more than 35% of your net account value may be invested in any one investment option.

Your policy will continue to meet the diversification requirements if:

1. you have automatic rebalancing and you meet the two diversification tests listed above; or
2. you have dollar cost averaging which results in transfers into at least four investment options with no more than 35% of any transfer directed to any one investment option.

See Dollar Cost Averaging, page 34 and Automatic Rebalancing, page 34.

If you choose the guaranteed minimum death benefit, you must make sure your policy satisfies the premium test and diversification test. If you fail to satisfy either test and you do not correct it, this feature terminates. Once it terminates, you cannot reinstate the guaranteed minimum death benefit feature. The guarantee period annual premium then no longer applies to your policy.

Riders

Your policy may include benefits, attached by rider. A rider may have an additional cost. You may cancel riders at any time.

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Periodically we may offer other riders not listed here. Contact your agent/registered representative for a complete list of riders available.

Riders may have tax consequences. See Modified Endowment Contracts, page 54.

Adjustable Term Insurance Rider

You may increase your death proceeds by adding an adjustable term insurance rider on or at any time before the insured people's joint equivalent age of 85, assuming both insured people are alive and insurable. This rider allows you to schedule the pattern of death benefits appropriate for your anticipated needs. As the name suggests, the adjustable term insurance rider adjusts over time to maintain your desired level of coverage.

You specify a target death benefit when you apply for this rider. The target death benefit can be level for the life of your policy or can be scheduled to change at the beginning of a selected policy year(s). See Death Benefits, page 23.

The adjustable term insurance rider death benefit is the difference between your target death benefit and your base death benefit, but not less than zero. The rider's death benefit automatically adjusts daily as your base death benefit changes. This feature is called adjustable term insurance rider blending.

We generally require a minimum target death benefit of $250,000 to issue a policy. If you have an adjustable term insurance rider, the minimum stated death benefit to issue a policy is $100,000, as long as your target death benefit is at least $250,000.

We generally restrict your target death benefit to an amount not more than ten times your stated death benefit at issue. Under certain circumstances, we will be willing to allow you to specify a target death benefit of up to twenty-two times your stated death benefit during the first four policy years. After this four-year period, the normal target death benefit maximum would apply.

Your death benefit depends on which death benefit option is in effect:

     Option A:     If option A is in effect, the total death benefit is the greater of:

                    a.     the target death benefit; or
                    b.     the account value multiplied by the appropriate factor from the death benefit corridor factors in the policy.

     Option B:     If option B is in effect, the total death benefit is the greater of:

                    a.     the target death benefit plus the account value; or
                    b.     the account value multiplied by the appropriate factor from the death benefit corridor factors in the policy.

For example, under option A, assume your base death benefit changes as a result of changes in your account value. The adjustable term insurance rider adjusts to provide death benefits equal to your target death benefit in each year:

Base Death Benefit	Target Death Benefit	Adjustable Term Insurance Rider Amount
$201,500	$250,000	$48,500
202,500	250,000	47,500
202,250	250,000	47,750

It is possible that the amount of your adjustable term insurance may be zero if your base death benefit increases enough. Using the same example, if the base death benefit under your policy grew to $250,000 or more, the adjustable term insurance coverage would be zero.

Even when the adjustable term insurance is reduced to zero, your rider remains in effect until you remove it from your policy. Therefore, if later the base death benefit drops below your target death benefit, the adjustable term insurance rider coverage reappears to maintain your target death benefit.

You may change the target death benefit schedule after it is issued, based on our rules. See Changes in Death Benefit Amounts, page 26.

We may deny future, scheduled increases to your target death benefit if you cancel a scheduled change or if you ask for an unscheduled decrease in your target death benefit.

Partial withdrawals, changes from death benefit option A to option B and base decreases may reduce your target death benefit. See Partial Withdrawals, page 36 and Changes in Death Benefit Options, page 25.

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There is no defined premium for a given amount of adjustable term insurance coverage. Instead, we deduct a separate monthly cost of insurance charge from your account value. The cost of insurance for this rider is calculated as the monthly cost of insurance rate for the rider coverage multiplied by the adjustable term death benefit in effect at the monthly processing date. The cost of insurance rates are determined by us from time to time. They are based on the issue ages, genders and premium classes of the insured people, as well as the length of time since your policy date. Rates will not exceed 125% of the 1980 Commissioner's Standard Ordinary Sex and Smoker Distinct Mortality Table. The monthly guaranteed maximum cost of insurance rates for this rider will be in your policy. See Cost of Insurance Charge, page 47.

If the target death benefit is increased by you after the rider is issued, we use the same cost of insurance rate schedule for the entire coverage for this rider. These rates are based on the original premium classes even though new evidence of insurability is required for the increased schedule.

Not all policy features apply to the adjustable term insurance rider. The rider does not contribute to the policy account value nor to surrender value. It does not affect investment performance and cannot be used for a policy loan. The adjustable term insurance rider provides benefits only at the death of the second of the insured people.

Single Life Term Insurance Rider

This rider provides a benefit upon the death of one of the primary insured people under your policy. You may choose to add a single life term insurance rider for just one insured person. Alternatively, you may add two single life term insurance riders: one for each insured person. You may add this rider to your policy at any time if both insured people are alive and insurable according to our rules.

We will issue the single life term insurance rider on an insured person who is between the ages of 15 and 85. Coverage may continue until the earlier of when:

• the insured person covered by this rider reaches age 100;
• the continuation of coverage provision becomes effective;
• use of the guaranteed minimum death benefit terminates this rider;
• the insured person covered by this rider dies;
• the grace period expires; or
• the policy is surrendered.

See Continuation of Coverage, page 31 and Guaranteed Minimum Death Benefit, page 26.

The minimum amount of coverage for a single life term insurance rider is $1,000. The maximum coverage under this rider is subject to our underwriting determinations. At issue, you may schedule the rider's death benefit to increase or decrease.

Your request for an increase or decrease in rider coverage is effective on the next monthly processing date after we approve your request. There may be underwriting or other requirements which must be met before we approve your request. A requested change in your coverage must be for at least $1,000.

If you schedule or request an increase after issue, the person insured under this rider will be subject again to our underwriting requirements.

The charge for this rider is based on the age, gender, premium class and underwriting characteristics of the insured person. The charge for this rider is deducted on each monthly processing date as a cost per each $1,000 of the net amount at risk under the rider. See the policy schedule pages for information on your actual cost. There are no surrender charges for decreases in the amount of coverage under the single life term rider.

Special Features

Designated Deduction Investment Option

You may designate an investment option from which we deduct your monthly charges. You may make this designation at any time. You may not select the loan division.

If you do not choose a designated deduction investment option or if the amount in your designated deduction investment option is not enough to cover the deductions and charges, the charges will be taken from the variable and guaranteed interest divisions in the same proportion that your account value in each has to your total net account value on the monthly processing date.

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Policy Split Option

Under certain circumstances, you may exchange your policy for two single life insurance policies: one on each of the two insured people. The policy split option has its own insurability requirements which may be met at or before the time your policy is split. Evidence of insurability is required for a new single life policy where coverage is greater than 50% of your original policy death benefit or for an insured person who is subject to certain underwriting ratings.

On the effective date of the policy split, the available death benefit under your policy will be divided between the two new single life insurance policies. You may take less than the maximum death benefit amount available. If the total death benefit for the two new single life insurance policies is less than the total death benefit under the one policy before the split, there may be a surrender charge. See Surrender Charge, page 49.

Unless law requires otherwise, you may use the policy split option if:
     a)     three months following the effective date of a final divorce decree regarding the marriage of the two insured people;
     b)     there is a change to the federal estate tax law which results in either:
               i)     removal of the unlimited marital deduction provision; or
               ii)     a reduction in the current maximum federal estate tax of at least 50% after your policy date; or
     c)     there is a dissolution of business conducted or owned by the two insured people.

You must send us written notice of your election to use the policy split option within 180 days of the occurrence of an eligible event. You must provide satisfactory evidence that the event has occurred.

The effective date of the policy split is the first monthly processing date after we approve it. The insurance coverage under the two individual life insurance policies will start on the effective date of the policy split only if both insured people are alive on that date. If either insured person is not alive on that date, your exchange is void.

All terms and conditions of the new policies apply once your policy is split and they may differ from those of this policy. Consult your new single life insurance policies.

The premiums for each new policy will be based on each insured person's age, gender and premium class at the time of the split of your policy. Premiums will be due for each new policy under the terms of the new policy. The cash surrender value of the old policy will be allocated to the new policies on the effective date in the same proportion that the stated death benefit was divided between the two single life insurance policies, unless we agree to a different allocation. If this allocation causes an increase in the stated death benefit of either of the new single life policies, we may limit the cash surrender value you may apply to each new policy. Any remaining cash surrender value will be paid to you in cash and may be taxable.

If you have an outstanding policy loan it will be divided and transferred to each new single life insurance policy in the same proportion as your cash surrender value is allocated. Any remaining loan balance must be paid before the effective date of the policy split. Any person or entity to which you have assigned your policy must agree to the policy split. An assignment of your policy generally will apply to each new single life insurance policy.

If you have a single life term insurance rider on your policy at the date of the policy split, you may have a term insurance rider insuring the same insured person, if that rider is available, on the new policy. Other riders may or may not be available on the new policies and may be subject to new proof of insurability.

Exercising the policy split option may be treated as a taxable transaction. Moreover, the two single life insurance policies could be treated as modified endowment contracts. See Tax Considerations, page 53.

You may not split your policy into two single life insurance policies if any of the following has happened:
     a)     the continuation of coverage period has begun;
     b)     one of the insured people has died;
     c)     your policy grace period has ended; or
     d)     your policy has been terminated or surrendered.

You should consult a tax adviser before exercising the policy split option.

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Right to Exchange Policy

During the first 24 months after your policy date, you have the right to exchange your policy for a guaranteed policy, unless law requires differently. We transfer the amount you have in the variable division to the guaranteed interest division. We allocate all future net premiums only to the guaranteed interest division. We do not allow future payments or transfers to the variable division after you exercise this right.

We will not charge you for this exchange. See Guaranteed Interest Division, page 18.

Policy Maturity

You may surrender your policy at any time. At the policy anniversary nearest the younger insured person's 100^th birthday if you do not want the continuation of coverage feature become effective, you may surrender the policy for the net account value and end coverage. Part of this payment may be taxable. You should consult your tax adviser.

Continuation of Coverage

The continuation of coverage feature allows your insurance coverage to continue beyond policy maturity. If on the policy anniversary nearest the younger insured person's 100^th birthday you allow the continuation of coverage feature to become effective, we:

• convert target death benefit to stated death benefit;
• convert death benefit option B to death benefit option A, if applicable;
• terminate all riders;
• transfer your net account value (excluding the amount in the loan division) into the guaranteed interest division; and
• terminate dollar cost averaging and automatic rebalancing.

Your insurance coverage continues until the death of the second of the insured people, unless the policy lapses or is surrendered. However:

•      we accept no further premium payments;
•      we deduct no further charges except loan interest and partial withdrawal charges, if applicable;
•      your monthly deductions cease; and
•      you may not make transfers into the variable division.

During the continuation of coverage period, you may take policy loans or partial withdrawals from your policy. If we pay a persistency refund on the guaranteed interest division, it will be credited to your policy. See Persistency Refund, page 49.

If you have an outstanding policy loan, interest continues to accrue. If you fail to make sufficient loan or loan interest payments, it is possible that the loan balance plus accrued interest may become greater than your account value and cause your policy to lapse. To avoid this lapse, you may make loan and loan interest payments during the continuation of coverage period.

If you wish to stop coverage during the continuation of coverage period, you may surrender your policy and receive the net account value. There is no surrender charge during the continuation of coverage period . All normal consequences of surrender apply. See Surrender, page 40 and Surrender Charge, page 49.

The continuation of coverage feature may not be available in all states. If a state has approved this feature, it is an automatic feature and you do not need to take any action to activate it.

The tax consequences of coverage continuing beyond the younger insured's person's 100^th birthday are uncertain. You should consult a tax adviser as to those consequences.

Policy Values

Account Value

Your account value is the total amount you have in the guaranteed interest division, the variable division and the loan division. Your account value reflects:

• net premiums applied;
• charges deducted;
• loan interest deducted;
• partial withdrawals taken;
• investment performance of the variable investment options;
• interest earned on the guaranteed interest division; and
• interest earned on the loan division.

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Net Account Value

Your policy's net account value is your account value minus the amount of your outstanding policy loan and accrued loan interest, if any.

Cash Surrender Value

Your cash surrender value is your account value minus the applicable surrender charge due.

Net Cash Surrender Value

Your net cash surrender value is your cash surrender value minus the amount of your outstanding policy loan and accrued loan interest, if any.

Determining Values in the Variable Division

The amounts in the variable division are measured by accumulation units and accumulation unit values. The value of a variable investment option is the accumulation unit value for that option multiplied by the number of accumulation units you own in that option. Each variable investment option has a different accumulation unit value.

The accumulation unit value is the value of one accumulation unit determined on each valuation date. The accumulation unit value of each variable investment option varies with the investment performance of the underlying portfolio. It reflects:

• investment income;
• realized and unrealized gains and losses;
• investment portfolio expenses; and
• daily mortality and expense risk charges we take from the separate account.

See How We Calculate Accumulation Unit Values, page 32.

You purchase accumulation units when you allocate premium or make transfers to a variable investment option, including transfers from the loan division.

We redeem accumulation units:

• when amounts are transferred from a variable investment option (including transfers to the loan division);
• for your policy's monthly deductions from your account value;
• for policy transaction charges;
• when you take a partial withdrawal;
• when you surrender your policy; and
• to pay the death proceeds.

We calculate the number of accumulation units purchased or sold by:

1. dividing the dollar amount of your transaction by:
2. the accumulation unit value for that variable investment option calculated at the close of business on the valuation date of the transaction.

A valuation date is one on which the net asset value of the investment portfolio shares and unit values of the variable investment options are determined. Valuation dates are each day the New York Stock Exchange and the company's customer service center are open for business, except for days on which a corresponding investment portfolio does not value its shares, or any other day as required by law. Each valuation date ends at 4 p.m. Eastern Time. Our customer service center may not be open for business on: New Year's Day, Martin Luther King, Jr.'s birthday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving, Christmas Day and the day before or after Christmas.

The date of a transaction is the date we receive your premium or transaction request at our customer service center, so long as the date of receipt is a valuation date. We use the accumulation unit value which is next calculated after we receive your premium or transaction request and we use the number of accumulation units attributable to your policy on the date of receipt.

We take monthly deductions from your account value on the monthly processing date. If your monthly processing date is not a valuation date, the monthly deduction is processed on the next valuation date.

The value of amounts allocated to the variable investment options goes up or down depending on investment performance of the underlying investment portfolio.

For amounts in the variable investment options, there is no guaranteed minimum value.

How We Calculate Accumulation Unit Values

We determine accumulation unit values on each valuation date.

We generally set the accumulation unit value for a variable investment option at $10 when the investment option is first opened. After that first

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date, the accumulation unit value on any valuation date is:

1. the accumulation unit value for the preceding valuation date multiplied by
2. the variable investment option's accumulation experience factor for the valuation period.

Every valuation period begins at 4:00 p.m. Eastern time on a valuation date and ends at 4:00 p.m. Eastern time on the next valuation date.

We calculate an accumulation experience factor for each variable investment option every valuation date as follows:

1. We take the share value of the underlying portfolio shares as reported to us by the investment portfolio managers as of the close of business on that valuation date.
2. We add dividends or capital gain distributions declared per share and reinvested by the investment portfolio on the date that the share value is affected. If applicable, we subtract a charge for taxes.
3. We divide the resulting amount by the value of the shares in the underlying investment portfolio at the close of business on the previous valuation date.
4. We then subtract the mortality and expense risk charge under your policy. The daily charge is .002466% (.90% annually) of the accumulation unit value. If the previous day was not a valuation date, the charge is multiplied by the number of days since the last valuation date.

Transfers of Account Value

You may make transfers among the variable investment options or the guaranteed interest division in each policy year. If your state requires a refund of premium during the free look period, you may not make transfers until after your free look period ends. We do not limit the number of transfers you may make. You may not make transfers during the continuation of coverage period.

You may make transfer requests in writing, or by telephone if you have telephone privileges, to our customer service center. Your transfer takes effect on the valuation date we receive your request. The minimum amount you may transfer is $100. This minimum does not need to come from one investment option or be transferred to one investment option as long as the total amount you transfer is at least $100. However, if the amount remaining in an investment option is less than $100 and you make a transfer request from that investment option, we transfer the entire amount.

Excessive Trading

Excessive trading activity can disrupt investment portfolio management strategies and increase portfolio expenses through:

• increased trading and transaction costs;
• forced and unplanned portfolio turnover;
• lost opportunity costs; and
• large asset swings that decrease the investment portfolio's ability to provide maximum investment return to all policyowners.

In response to excessive trading, we may place restrictions or refuse transfers made by third-party agents acting on behalf of owners such as market timing services. We will refuse or place restrictions on transfers when we determine, in our sole discretion, that transfers are harmful to the investment portfolios or to policyowners as a whole.

Guaranteed Interest Division Transfers

Transfers into the guaranteed interest division are not restricted.

You may transfer amounts from the guaranteed interest division only in the first 30 days of each policy year. Transfer requests received within 30 days before your policy anniversary will be processed on your policy anniversary. A request received by us within 30 days after your policy anniversary is effective on the valuation date we receive it. Transfer requests made at any other time will not be processed.

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Transfers from the guaranteed interest division in each policy year are limited to the largest of:

• 25% of your guaranteed interest division balance at the time of your first transfer or withdrawal out of it in that policy year;
• the sum of the amounts you have transferred and withdrawn from the guaranteed interest division in the prior policy year; or
• $100.

Dollar Cost Averaging

If your policy has at least $10,000 invested in either qualifying source investment portfolio, you may elect dollar cost averaging. The qualifying source investment portfolio is the GCG Liquid Asset Portfolio. The main goal of dollar cost averaging is to protect your policy values from short-term price changes.

Dollar cost averaging does not assure a profit nor does it protect you against a loss in a declining market.

This systematic plan of transferring account values is intended to reduce the risk of investing too much when the price of an investment portfolio's shares is high. It is intended to reduce the risk of investing too little when the price of an investment portfolio's shares is low. Since you transfer the same dollar amount to other investment options each period, you purchase more units in an investment option when the unit value is low and you purchase fewer units if the unit value is high.

There is no charge for this feature.

You may add dollar cost averaging to your policy at any time. The first dollar cost averaging date must be at least one day after we receive your dollar cost averaging request. If your state requires refund of all premiums we receive during the free look period, dollar cost averaging cannot begin until your free look period has ended.

With dollar cost averaging, you designate either a dollar amount or a percentage of your account value for automatic transfer from a qualifying source investment portfolio. Each period we automatically transfer the amount you select from your chosen source investment portfolio to one or more other variable investment options. You may not use the guaranteed interest division or the loan division in dollar cost averaging.

The minimum percentage you may transfer to any one investment option is 1% of the total amount you transfer. You must transfer at least $100 on each dollar cost averaging transfer date.

Dollar cost averaging may occur on the same day of the month on a monthly, quarterly, semi-annual or annual basis. Unless you tell us otherwise, dollar cost averaging automatically takes place monthly on the monthly processing date.

You may have both dollar cost averaging and automatic rebalancing at the same time. However, the dollar cost averaging source investment portfolio cannot be included in your automatic rebalancing program.

Changing Dollar Cost Averaging

You may change your dollar cost averaging program one time per policy year. If you have telephone privileges, you may change the program by telephoning our customer service center. See Telephone Privileges, page 42.

Terminating Dollar Cost Averaging

You may cancel dollar cost averaging by sending satisfactory notice to our customer service center. We must receive it at least one day before the next dollar cost averaging date.

Dollar cost averaging will terminate if on the date:

1. you specify; or
2. your balance in the source investment portfolio reaches a dollar amount you set; or
3. the amount in the source investment portfolio is equal to or less than the amount to be transferred on a dollar cost averaging date. We will transfer the remaining amount and dollar cost averaging ends.

Automatic Rebalancing

Automatic rebalancing is a method of maintaining a consistent approach to investing account values over time and simplifying the process of asset allocation among your chosen investment options.

There is no charge for this feature.

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If you choose this feature, on each rebalancing date we transfer amounts among the investment options to match your pre-set automatic rebalancing allocation. After the transfer, the ratio of your account value in each investment option to your total account value for all investment options included in automatic rebalancing matches the automatic rebalancing allocation percentage you set for that investment option. This action rebalances the amounts in the investment options that do not match your set allocation. This mismatch can happen if an investment option outperforms the other investment options for that time period.

You may choose the automatic rebalancing feature on your application or later by completing our customer service form. Automatic rebalancing may occur on the same day of the month on a monthly, quarterly, semi-annual or annual basis. If you do not specify a frequency, automatic rebalancing will occur quarterly.

The first transfer occurs on the date you select (after your free look period ends if your state requires return of premium during the free look period). If you do not request a date, processing is on the last valuation date of the calendar quarter we receive your request.

When you choose automatic rebalancing allocations, you may choose up to eighteen total investment options. See Maximum Number of Investment Options, page 19.

You may have both automatic rebalancing and dollar cost averaging at the same time. However, the source investment portfolio for your dollar cost averaging cannot be included in your automatic rebalancing program. You may not include the loan division in your automatic rebalancing program.

Changing Automatic Rebalancing

You may change your allocation percentages for automatic rebalancing at any time. Your allocation change is effective on the valuation date that we receive it at our customer service center. If you reduce the amount allocated to the guaranteed interest division, it is considered a transfer from that division. You must meet the requirements for the maximum transfer amount and time limitations on transfers from the guaranteed interest division. See Transfers of Account Value, page 33.

If you have automatic rebalancing and the guaranteed minimum death benefit and you ask for an allocation which does not meet the guaranteed minimum death benefit diversification requirements, we will notify you that the allocation needs to be changed and ask you for revised instructions. See Guaranteed Minimum Death Benefit, page 26.

Terminating Automatic Rebalancing

You may terminate automatic rebalancing at any time, as long as we receive your notice of termination at least one day before the next automatic rebalancing date.

If you have the guaranteed minimum death benefit and you terminate the automatic rebalancing feature, you still must meet the diversification requirements of your net account value for the guarantee period to continue. See Guaranteed Minimum Death Benefit, page 26.

Policy Loans

The loan division is part of our general account specifically designed to hold money used as collateral for loans and loan interest.

You may borrow from your policy after the first monthly processing date, by using your policy as security for a loan, or as otherwise required by law. The amount you borrow is called a policy loan. Your policy loan is:

1. the amount you borrow from your policy; plus
2. policy loan interest that is capitalized when due; minus
3. policy loan or interest repayments you make.

Unless law requires differently, a new policy loan must be at least $100. The maximum amount you may borrow, unless required differently by law, is your net cash surrender value minus the monthly deductions to your next policy anniversary or 13 monthly deductions if you take a loan within thirty days before your next policy anniversary.

Your request for a policy loan must be directed to our customer service center. If you have telephone privileges, you may request a policy loan of less than

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$25,000 by telephoning our customer service center. See Telephone Privileges, page 42.

When you request a loan you may specify one investment option from which the loan will be taken. If you do not specify one, the loan will be taken proportionately from each active investment option you have, including the guaranteed interest division.

When you take a policy loan, we transfer an amount equal to your policy loan to the loan division. We follow this same process for loan interest due at your policy anniversary. We credit the loan division with interest at an annual rate of 4%.

If you request an additional loan, we add the new loan amount to your existing policy loan. This way, there is only one loan outstanding on your policy at any time.

Loan interest charges on your policy loan accrue daily at a maximum annual interest rate of 4% for preferred loans and 6% for non-preferred loans. Interest is due in arrears on each policy anniversary. If you do not pay your interest when it is due, we add it to your policy loan balance.

Preferred Loans

A preferred loan amount is an amount taken after the tenth policy anniversary.

During each policy year in which your policy qualifies for preferred loan eligibility, the first loan will be considered a preferred loan amount up to a maximum of 10% of the net account value. An amount taken later in that same year will not be considered a preferred loan. In the 21^st policy year and thereafter, we consider all loan balances to be preferred loan amounts.

If the preferred loan amount you take during any policy year is less than the maximum allowed, you may not carry over the balance to increase the eligible preferred loan amount in any following policy year.

Loan Repayment

You may repay your policy loan at any time while your policy is in force. We assume that payments you make, other than scheduled premiums, are policy loan repayments. You must tell us if you want payments to be premium payments.

When you make a loan repayment, we transfer an amount equal to your payment from the loan division to the variable investment options and the guaranteed interest division in the same proportion as your current premium allocation, unless you tell us otherwise.

Effects of a Policy Loan on Your Policy

Taking a loan decreases the amount you have in the investment options. Accruing loan interest will change your net account value as compared to what it would have been if you did not take a loan.

Even if you repay your loan, it has a permanent effect on your account value. The benefits under your policy may be affected.

The loan is a first lien on your policy. If you do not repay your policy loan, we deduct your outstanding policy loan and accrued loan interest from the death proceeds payable or the cash surrender value payable on surrender.

Failure to repay your loan may affect the guaranteed minimum death benefit feature and the length of time your policy remains in force. If you use the continuation of coverage feature and you have a policy loan, loan interest continues to accrue. Policy loans may cause your policy to lapse if your net cash surrender value is not enough to pay your deductions each month. See Lapse, page 37.

Policy loans may have tax consequences. If your policy lapses with a loan outstanding, you may have further tax consequences. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 54, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 55.

Partial Withdrawals

You may request a partial withdrawal to be processed on any valuation date after your first policy anniversary by contacting our customer service center. You make a partial withdrawal when you withdraw part of your net cash surrender value. If your request is by telephone, it must be for less than $25,000 and may not cause a decrease in your death benefit. Otherwise, your request must be in writing. See Telephone Privileges, page 42.

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You may take up to twelve partial withdrawals per policy year. The minimum withdrawal is $100. The maximum you may take is that which leaves $500 as your net cash surrender value. You may not withdraw from the guaranteed interest division an amount greater than your total withdrawal multiplied by the proportion of your account value in the guaranteed interest division to your net account value immediately prior to the withdrawal. If you request a withdrawal of more than this maximum, you must surrender your policy or reduce the withdrawal amount.

When you take a partial withdrawal, we deduct the withdrawal amount plus a service fee from your account value. If applicable, we deduct a surrender charge from your account value if your partial withdrawal causes a reduction in your stated death benefit. See Charges, Deductions and Refunds, page 46.

Unless you tell us otherwise, we will make a partial withdrawal from the guaranteed interest division and the variable investment options in the same proportion that each has to your net account value immediately before your withdrawal. You may select one investment option from which your partial withdrawal will be taken. If you select the guaranteed interest division, however, the amount withdrawn from it may not be for more than your total withdrawal multiplied by the ratio of your account value in the guaranteed interest division to your total net account value immediately before the partial withdrawal transaction.

Partial withdrawals may have adverse tax consequences. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 54, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 55.

Partial Withdrawals under Death Benefit Option A

If you selected death benefit option A, it is your first partial withdrawal of the policy year, no more than fifteen years have passed since your policy date and the joint equivalent age of the insured people is not yet age 81, you may make a partial withdrawal of up to the greater of 10% of your account value, or 5% of your stated death benefit without decreasing your stated death benefit.

Otherwise, amounts you withdraw will reduce your stated death benefit by the amount of the withdrawal unless your policy death benefit has been increased due to the federal income tax definition of life insurance. If your policy death benefit has been increased due to the federal income tax definition of life insurance at the time of the partial withdrawal, then at least part of your partial withdrawal may be made without reducing your stated death benefit.

Partial Withdrawals under Death Benefit Option B

If you have selected death benefit option B, a partial withdrawal does not reduce your stated or target death benefit. However because your account value is reduced, we reduce the total death benefit by at least the partial withdrawal amount.

Stated Death Benefit and Target Death Benefit Reductions

Regardless of your chosen death benefit option, partial withdrawals do not reduce your stated death benefit if:

• your base death benefit has been increased to qualify your policy as life insurance under the federal income tax laws; and
• you withdraw an amount that is no greater than the amount that reduces your account value to a level which no longer requires your base death benefit to be increased to qualify as life insurance for federal income tax law purposes. See Tax Status of the Policy, page 53.

We require a minimum stated death benefit and a minimum target death benefit to issue your policy. You may not take a partial withdrawal if it reduces your stated death benefit or target death benefit below this minimum. See Policy Issuance, page 20.

We will send a new policy schedule page for your policy showing the effect of your withdrawal if there is any change to your stated death benefit or your target death benefit.

In order to make this change, we may ask that you return the policy to our customer service center. Your withdrawal and any reductions in the death benefits are effective as of the valuation date on which we receive your request. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 54, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 55.

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Lapse

Your insurance coverage continues as long as your net cash surrender value is enough to pay your deductions each month. Lapse does not apply if either the guaranteed minimum death benefit or the special continuation period is in effect and you have met all requirements. See Special Continuation Period, page 21 and Guaranteed Minimum Death Benefit, page 26.

If the continuation of coverage feature is active, your policy could still lapse if there is an outstanding policy loan even though there are no further monthly deductions.

Grace Period

Your policy enters a 61-day lapse grace period if, on a monthly processing date:

1. your net cash surrender value is zero (or less);
2. the five-year special continuation period has expired, or you have not paid the required special continuation period premium; and
3. you do not have the guaranteed minimum death benefit or it has expired or terminated.

We notify you that your policy is in a grace period at least 30 days before it ends. We send this notice to you (or a person to whom you have assigned your policy) at your last known address in our records. We notify you of the premium payment necessary to prevent your policy from lapsing. This amount is generally the past due charges, plus your estimated monthly policy and rider deductions for the next two months. If the death of the second of the insured people occurs during the grace period we do pay death proceeds to your beneficiary(ies), but with reductions for your policy loan balance, accrued loan interest and monthly deductions owed. We will send you a lapse notice if the guaranteed minimum death benefit is going to lapse.

If we receive payment of the required amount before the end of the grace period, we apply it to your account value in the same manner as your other premium payments, then we deduct the overdue amounts from your account balance.

If you do not pay the full amount within the 61-day grace period, your policy and its riders lapse without value. We withdraw your remaining account balance from the variable and guaranteed interest divisions. We deduct amounts you owe us including surrender charges and inform you that your policy coverage has ended.

If You Have the Guaranteed Minimum Death Benefit in Effect

After the special continuation period has ended and if the guaranteed minimum death benefit is in effect, your policy's stated death benefit will not lapse during the guarantee period. This is true even if your net cash surrender value is not enough to cover all of the deductions from your account value on any monthly processing date. See Guaranteed Minimum Death Benefit, page 26.

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Lapse Summary

Special Continuation Period		Guaranteed Minimum Death Benefit
If you meet the requirements	If you do not meet the requirements or it is no longer in effect	If you meet the requirements	If you do not meet the requirements or it is no longer in effect
Your policy does not lapse if you do not have enough net cash surrender value to pay the monthly charges. The charges are deducted and may cause a negative account value until the earlier of: 1) the date you have enough net account value, or 2) until the end of the special continuation period.	Your policy enters the grace period if your net cash surrender value is not enough to pay the monthly charges, or if your loan plus accrued loan interest is more than your cash surrender value. If you do not pay enough premium to cover the past due monthly charges and interest due plus the monthly charges and interest due through the end of the grace period, your policy lapses.	Your policy does not lapse if you do not have enough net cash surrender value to pay the monthly charges. However, if you have any riders, they lapse after the grace period and only your base coverage remains in force. Charges for your base coverage are then deducted each month to the extent that there is sufficient net account value to pay these charges. If there is not sufficient net account value to pay a charge, it is permanently waived.	Your policy enters the grace period if your net cash surrender value is not enough to pay the monthly charges, or if your loan plus accrued loan interest is more than your cash surrender value. If you do not pay enough premium to cover the past due monthly charges and interest due plus the monthly charges and interest due through the end of the grace period, your policy lapses.

Reinstatement

If you do not pay enough premium before the end of the grace period, your policy lapses. You may still reinstate your policy and its riders (other than the guaranteed minimum death benefit) within five years of the end of the grace period if you still own the policy and both of the insured people are still living and meet our underwriting requirements.

Unless law requires differently, we will reinstate your policy and riders if:

1. you have not surrendered your policy;
2. you provide satisfactory evidence to us that both insured people are alive and that each is still insurable according to our normal rules of underwriting; and
3. we receive enough premium from you to keep your policy and its riders in force from the beginning to the end of the grace period and for two months after the reinstatement date.

When your policy lapses, we will not reinstate your policy if one insured person has died or become uninsurable since your policy date. If one insured person was uninsurable at the issue of your policy and remains uninsurable, we will review the underwriting requirements applicable to each insured person at the time you request reinstatement to determine whether or not your policy may be reinstated.

Reinstatement is effective on the monthly processing date following our approval of your reinstatement application. When we reinstate your policy, we also reinstate the surrender charges for the amount and time remaining when your policy lapsed. If you had a policy loan when coverage ended, we reinstate it with accrued loan interest to the date of lapse. The cost of insurance charges at the time of reinstatement are adjusted to reflect the time since the lapse.

We apply net premiums received after reinstatement according to your most recent instructions which may be the premium allocation instructions in effect at the start of the grace period.

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Surrender

You may surrender your policy for its net cash surrender value any time before the death of the second of the insured people. You may take your net cash surrender value in other than one payment. We compute your net cash surrender value as of the valuation date we receive your written surrender request and policy at our customer service center. All insurance coverage ends on the date we receive your surrender request and policy. See Policy Values, page 31 and Settlement Provisions, page 44.

We do not pro-rate or add back charges or expenses which we deducted before your surrender to your account value.

If you surrender your policy during the first fourteen policy or segment years, we deduct a surrender charge from your net account value. If you surrender your policy during the early years, you may have little or no net cash surrender value. See Surrender Charge, page 49.

A surrender of your policy may have adverse tax consequences. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 54, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 55.

General Policy Provisions

Free Look Period

You have the right to examine your policy. The right to examine your policy, often called the free look period, starts on the date you receive your policy and is a length of time specified by law. If for any reason you do not want the policy, you may return it to us or your agent/registered representative within the period shown on the policy's face page. If you return your policy to us within that time period, we will consider it canceled as of your policy date.

If you cancel your policy during this free look

period, you will receive a refund as determined under law. Generally, there are two types of free look refunds:

• some states require a return of all premiums we receive;
• other states require payment of account value plus a refund of all charges deducted.

Your policy will specify what type of free look refund applies in your state. The type of free look refund in your state will affect when the net premium we receive before the end of the free look period is invested into the variable investment options. See Allocation of Net Premiums, page 22.

Your Policy

The entire contract between you and us is the combination of:

• your policy;
• a copy of your original application and any applications for benefit increases or decreases;
• all of your riders;
• endorsements;
• policy schedule pages; and
• reinstatement applications.

If you make a change to your coverage, we give you a copy of your changed application and new policy schedules. If you send your policy to us, we attach these items to your policy and return it to you. Otherwise, you need to attach them to your policy.

Unless there is fraud, we consider all statements made in an application to be representations and not guarantees. We use no statement to deny a claim, unless it is in an application.

A president or an officer of our company and our secretary or assistant secretary must sign all changes or amendments we make to your policy. No other person may change the terms or conditions of your policy.

Age

The age stated in your policy schedule is the joint equivalent age of the insured people we use to issue your policy.

The insured people must each be no more than 90 years of age at policy issue. The minimum joint equivalent age must be no less than 15. The maximum joint equivalent age must be no more than 85. There is no limit on the difference in the insured people's ages. Age is measured as the age of the insured person on the birthday nearest the policy anniversary.

The younger insured person's 100^th birthday is the 100^th anniversary of the younger insured person's birth regardless if he/she has survived. The policy

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anniversary nearest to this date is the date used for policy maturity and continuation of coverage.

Ownership

The original owner is the person named as the owner in the policy application. The owner can exercise all rights and receive the benefits until the death of the second of the insured people while the policy is still in force. This includes the right to change the owner, beneficiary(ies) or the method designated to pay death proceeds.

As a matter of law, all rights of ownership are limited by the rights of any person who has been assigned rights under the policy and any irrevocable beneficiary(ies).

You may name a new owner by giving us written notice. The effective date of the change to the new owner is the date the prior owner signs the notice. However, we will not be liable for any action we take before a change is recorded at our customer service center. A change in ownership may cause the prior owner to recognize taxable income on gain under the policy.

Beneficiary(ies)

You, as owner, name the beneficiary(ies) when you apply for your policy. The primary beneficiary(ies) who survives both of the insured people receives the death proceeds. Other surviving beneficiary(ies) receive death proceeds only if there is no surviving primary beneficiary(ies). If more than one beneficiary(ies) survives both insured people, they share the death proceeds equally, unless you have told us otherwise. If none of your policy beneficiaries has survived both insured people, we pay the death proceeds to you or to your estate, as owner.

Once you tell us who the beneficiary(ies) is/are, we keep this information on file. You may name a new beneficiary(ies) any time before the death of the second of the insured people. We pay the death proceeds to the beneficiary(ies) whom you have most recently named according to our records. We do not make payments to multiple sets of beneficiaries.

Collateral Assignment

You may assign your policy by sending written notice to us. After we record the assignment, your rights as owner and the beneficiary's(ies') rights (unless the beneficiary(ies) was made an irrevocable beneficiary(ies) under an earlier assignment) are subject to the assignment. It is your responsibility to make sure the assignment is valid.

A collateral assignment may have tax consequences. You should consult your tax adviser before making a collateral assignment.

Incontestability

If your policy has been in force and both insured people are alive for two years from your policy date, we will not question the validity of the statements in your application. If your policy has been in force and both insured people are alive for two years from the effective date of a new segment or from the effective date of an increase in any other benefit, with respect to the insured people (such as an increase in stated death benefit) we will not contest the statements in your application for the new segment or other increase.

If this policy has been in force and both insured people are alive for two years from the effective date of reinstatement, we will not contest the statements in your application for reinstatement.

Misstatements of Age or Gender

If an insured person's age or gender has been misstated, we adjust the death benefit to the amount which would have been purchased for each insured person's correct age and gender. We base the adjusted death benefit on the cost of insurance charges deducted from your account value on the last monthly processing date before the death of the second of the insured people, or as otherwise required by law.

If unisex cost of insurance rates apply, we do not make any adjustments for a misstatement of gender.

Suicide

If either insured person commits suicide (while that insured person is sane or insane) within two years of your policy date, unless otherwise required by law, we limit death proceeds payable in one sum to:

1. the total of all premiums we receive to the time of death; minus
2. outstanding policy loan amounts and accrued loan interest; minus
3. partial withdrawals you have taken.

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We make a limited payment to the beneficiary(ies) for a new segment or other increase if the death of the second of the insured people is due to suicide (while that insured person is sane or insane), within two years of the effective date of a new segment or within two years of an increase in any other benefit, unless otherwise required by law. The limited payment we make is equal to the cost of insurance and monthly expense charges which were deducted for such increase.

Transaction Processing

Generally, within seven days of when we receive all information required to process a payment, we pay:

• death proceeds;
• net cash surrender value upon surrender;
• partial withdrawals; and
• loan proceeds.

We may delay processing these transactions if:

• the NYSE is closed for trading;
• trading on the NYSE is restricted by the SEC;
• there is an emergency so that it is not reasonably possible to sell securities in the variable investment options or to determine the value of a variable investment option's assets; or
• a governmental body with jurisdiction over the separate account allows suspension by its order.

SEC rules and regulations determine whether or not these conditions exist.

We execute transfers among the variable investment options as of the valuation date of our receipt of your request at our customer service center.

We determine the death benefit as of the date of death of the second of the insured people. The death proceeds are not affected by changes in the value of the variable investment options after that date.

We may delay payment from our guaranteed interest division for up to six months, unless law requires otherwise, of surrender proceeds, withdrawal amounts or loan amounts. If we delay payment more than 30 days, we pay interest at our declared rate (or at a higher rate if required by law) from the date we receive your complete request.

Notification and Claims Procedures

Except for certain authorized telephone requests, we must receive in writing any election, designation, change, assignment or request made by the owner.

You must use a form acceptable to us. We are not liable for actions taken before we receive and record the written notice. We may require you to return your policy for policy changes and at the time of surrender.

If an insured person dies while your policy is in force, please let us or your agent/registered representative know as soon as possible. We will immediately send you instructions on how to make a claim at the death of the second of the insured people or at either insured person's death if you have a single life term insurance rider. As proof of the insured person's death, we may require you to provide proof of the deceased insured person's age and a certified copy of the death certificate.

The beneficiary(ies) and the deceased insured person's next of kin may need to sign authorization forms. These forms allow us to get information about the deceased insured person. This information may include medical records of doctors and hospitals used by the deceased insured person.

Telephone Privileges

Telephone privileges are automatically provided to you and your agent/registered representative, unless you decline it on the application or contact our customer service center. Telephone privileges allow you or your agent/registered representative, if applicable, to call our customer service center to:

• make transfers;
• change premium allocations;
• change features in your dollar cost averaging and automatic rebalancing programs;
• request partial withdrawals; or
• request a policy loan.

Our customer service center uses reasonable procedures to make sure that instructions received by telephone are genuine. These procedures may include:

1. requiring some form of personal identification;
2. providing written confirmation of any transactions; and
3. tape recording telephone calls.

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By accepting automatic telephone privileges, you authorize us to record your telephone calls with us. If we use reasonable procedures to confirm instructions, we are not liable for losses due to unauthorized or fraudulent instructions. We may discontinue this privilege at any time.

Non-participation

Your policy does not participate in the surplus earnings of Southland Life.

Distribution of the Policies

The principal underwriter (distributor) for our policies is ING America Equities, Inc., ING America Equities, Inc. is an affiliate of Southland Life. It is registered as a broker-dealer with the SEC and the NASD. We pay ING America Equities, Inc. for acting as the principal underwriter under a distribution agreement.

We sell our policies through licensed insurance agents who are registered representatives of other broker-dealers including, but not limited to:

1. VESTAX Securities Corporation, an indirect affiliate of Southland Life Insurance Company;
2. Locust Street Securities, Inc., an indirect affiliate of Southland Life Insurance Company;
3. Multi-Financial Securities, Corp., an indirect affiliate of Southland Life Insurance Company;
4. IFG Network Securities, Inc., an indirect affiliate of Southland Life Insurance Company;
5. Washington Square Securities, Inc., an indirect affiliate of Southland Life Insurance Company; and
6. Bisys Brokerage Services Inc., an indirect affiliate of Southland Life Insurance Company.

All broker-dealers who sell this policy have entered into selling agreements with us. Under these agreements, we pay a distribution allowance to the broker-dealers, who pay commissions to their agents/registered representatives who sell this policy.

There are two structures for the distribution allowances, but the structure choice does not affect fees or charges on your policy.

Under the standard structure, the distribution allowance paid to the broker-dealer is 90% of the first target premium that we receive. For premiums we receive over the first target premium, the distribution allowance is 3.5% in policy years one through ten. Some broker-dealers receive a slightly lower distribution allowance because we provide them with greater marketing and administrative support.

For affiliated broker-dealers under the bonus structure, the distribution allowance paid to the broker-dealer is 85% of the first target premium that we receive. For premiums we receive over the first target premium, the distribution allowance is 3.5% in policy years one through ten. The bonus payment is based on aggregate sales up to a maximum of 15%.

In addition, we make annual renewal payments (trails) to the broker-dealer based on a percentage of each policy's net account value. These annual payments are 0.15% starting in policy year six. We may pay wholesaler fees or marketing and training allowances.

We pay all distribution and other allowances from our resources which include sales charges deducted from premiums.

Advertising Practices and Sales Literature

We may use advertisements and sales literature to promote this product, including:

• articles on variable life insurance and other information published in business or financial publications;
• indices or rankings of investment securities; and
• comparisons with other investment vehicles, including tax considerations.

We may use information regarding the past performance of the variable investment options. However, past performance is not indicative of future performance of the investment options or the policies and is not reflective of the actual investment experience of policyowners.

We may feature certain investment options and their managers, as well as describe asset levels and sales volumes. We may refer to past, current, or

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prospective economic trends and investment performance or other information we believe may be of interest to our customers.

Settlement Provisions

You may elect to have the beneficiary(ies) receive the death proceeds other than in one payment. If you make this election, you must do so before the death of the second of the insured people. If you have not made this election, the beneficiary(ies) may do so within 60 days after we receive proof of death of the second of the insured people.

You may take your net cash surrender value in other than one payment.

The investment performance of the variable investment options does not affect payments under these settlement options. Instead, interest accrues at a fixed rate based on the option you choose. Payment options are subject to our rules at the time you make your selection. Currently, a periodic payment must be at least $20 and the total proceeds must be $2,000 or more.

Option I:     Payouts for a Designated Period

Option II:     Life Income with Payouts Guaranteed for a Designated Period

Option III:     Hold at Interest

Option IV:     Payouts of a Designated Amount

Option V:     Other Options We Offer at the Time We Pay the Benefit

Administrative Information About the Policy

Voting Privileges

We invest the variable investment options' assets in shares of investment portfolios. We are the legal owner of the shares held in the separate account and we have the right to vote on certain issues. Among other things, we may vote on issues described in the fund's current prospectus or issues requiring a vote by shareholders under the Investment Company Act of 1940.

Even though we own the shares, we give you the opportunity to tell us how to vote the number of shares attributable to your account value.

We count fractional shares. If you have a voting interest, we send you proxy material and a form on which to give us your voting instructions.

Each investment portfolio share has the right to one vote. The votes of all investment portfolio shares are cast together on a collective basis, except on issues for which the interests of the portfolios differ. In these cases, voting is done on a portfolio-by-portfolio basis.

Examples of issues that require a portfolio-by-portfolio vote are:

1. changes in the fundamental investment policy of a particular investment portfolio; or
2. approval of an investment advisory agreement.

We vote the shares in accordance with your instructions at meetings of investment portfolio shareholders. We vote any investment portfolio shares that are not attributable to policies and any investment portfolio shares for which the owner does not give us instructions, the same way we vote as if we did receive owner instructions.

We reserve the right to vote investment portfolio shares without getting instructions from policy owners if the federal securities laws, regulations or their interpretations change to allow this.

You may instruct us only on matters relating to the investment portfolios corresponding to variable investment options in which you have invested assets as of the record date set by the investment portfolio's board for the portfolio's shareholders meeting. We determine the number of investment portfolio shares in each variable investment option that we attribute to your policy by dividing your account value allocated to that variable investment option by the net asset value of one share of the matching investment portfolio.

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Material Conflicts

We are required to track events to identify any material conflicts arising from using investment portfolios for both variable life and variable annuity separate accounts. The boards of the investment portfolios, Southland Life and other insurance companies participating in the investment portfolios, have this same duty. There may be a material conflict if:

• state insurance law or federal income tax law changes;
• investment management of an investment portfolio changes; or
• voting instructions given by owners of variable life insurance policies and variable annuity contracts differ.

The investment portfolios may sell shares to certain qualified pension and retirement plans qualifying under Code Section 401. These include cash or deferred arrangements under Code Section 401(k). Therefore, there is a possibility that a material conflict may arise between the interests of owners in general or between certain classes of owners; and these retirement plans or participants in these retirement plans.

If there is a material conflict, we have the duty to determine appropriate action including removing the portfolios involved from our variable investment options. We may take other action to protect policy owners. This could mean delays or interruptions of the variable operations.

When state insurance regulatory authorities require it, we may ignore voting instructions relating to changes in an investment portfolio's adviser or its investment policies. If we do ignore voting instructions, we give you a summary of our actions in our next semi-annual report to owners.

Under the Investment Company Act of 1940, we must get your approval for certain actions involving our separate account. In this case, you have one vote for every $100 of value you have in the variable investment options. We cast votes credited to amounts in the variable investment options, but not credited to policies in the same proportion as votes cast by owners.

Right to Change Operations

Subject to state limitations, we may from time to time

make any of the following changes to our separate account:

1. Change the investment objective.
2. Offer additional variable investment options which will invest in portfolios we find appropriate for policies we issue.
3. Eliminate variable investment options.
4. Combine two or more variable investment options.
5. Substitute a new investment portfolio for a portfolio in which the division currently invests. A substitution may become necessary if, in our judgment:

•      a portfolio no longer suits the purposes of your policy;
•      there is a change in laws or regulations;
•      there is a change in a portfolio's investment objectives or restrictions;
•      the portfolio is no longer available for investment; or
•      another reason we deem a substitution is appropriate.

6. Transfer assets related to your policy class to another separate account.
7. Withdraw the separate account from registration under the 1940 Act.
8. Operate the separate account as a management investment company under the 1940 Act.
9. Cause one or more variable investment options to invest in a mutual fund other than, or in addition to, the investment portfolios.
10. Stop selling these policies.
11. End any employer or plan trustee agreement with us under the agreement's terms.
12. Limit or eliminate any voting rights for the separate account.
13. Make any changes required by the 1940 Act or its rules or regulations.

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We will not make a change until it is effective with the SEC and approved by the appropriate state insurance departments, if necessary. We will notify you of changes. If you wish to transfer the amount you have in the affected investment option to another variable investment option or to the guaranteed interest division, you may do so free of charge. Just notify us at our customer service center.

Reports to Owners

At the end of each policy year we send a report to you that shows:

• your total net policy death benefit (your stated death benefit plus adjustable term insurance rider death benefit, if any);
• your account value;
• your policy loan, if any, plus accrued interest;
• your net cash surrender value;
• information about the variable investment options; and
• your account transactions during the policy year showing net premiums, transfers, deductions, loan amounts and withdrawals.

We also send semi-annual reports with financial information on the investment portfolios, including a list of the investment holdings of each portfolio to you.

We send confirmation notices to you throughout the year for certain policy transactions.

CHARGES, DEDUCTIONS AND REFUNDS

The amount of a charge may not correspond to the cost incurred by us to provide the service or benefit. For example, the sales charges may not cover all of our sales and distribution expenses. Some proceeds from other charges, including the mortality and expense risk charge or cost of insurance charges, may be used to cover such expenses.

Deductions from Premiums

We treat payments we receive as premium payments if the insured person is not yet age 100 and you do not have an outstanding policy loan. After we deduct certain charges from your payment, we add the remaining net premium to your policy.

Sales Charge

We deduct a percentage from each premium payment to compensate us for the costs we incur in selling the policies. The sales charge helps cover the costs of distribution, preparing our sales literature, promotional expenses and other direct and indirect expenses.

We base the percentage on the time expired since your policy date, or addition of a segment and on your premium payments up to and above a target premium. The sales charge deducted from your premium payments after an increase in stated death benefit is based on each segment's target premium and the length of time that the segment has been in effect.

Your policy schedule page shows the target premium for your policy.

	Sales Charge Percentage
Policy or Segment Year	Up to Policy or Segment Target Premium	Above Policy or Segment Target Premium
1 - 10	4.0%	2%
11 +	2%	2%

For example, if this policy is issued to insure a male, age 81 who is uninsurable, and a male, age 85 who is insurable but in a substandard underwriting rating class, the target premium for sales charge purposes is $153 for each $1,000 of stated death benefit. We believe this amount represents the maximum target premium and that most policies will have a much lower target premium. See Target Premium, page 21.

We may reduce or waive the sales charge for certain group or sponsored arrangements, or for corporate purchasers. See Group or Sponsored Arrangements, or Corporate Purchasers, page 52.

Tax Charges

We pay state and local taxes in almost all states. These taxes vary in amount from state to state and may vary from jurisdiction to jurisdiction within a state. Currently, state and local taxes range from 0.5% to 5% with some states not imposing these types of taxes. We deduct 2.5% of each premium payment to cover these taxes. This rate approximates the average tax rate we expect to pay in all states.

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We also deduct 1.5% of each premium payment to cover our estimated costs for the federal income tax treatment of deferred acquisition costs. This cost is determined solely by the amount of life insurance premiums we receive.

We reserve the right to increase or decrease your premium expense charge for taxes as a result of changes in the tax law, within limits set by law. We also reserve the right to increase or decrease your premium expense charge for the federal income tax treatment of deferred acquisition costs based on any change in that cost to us.

Daily Deductions from the Separate Account

Mortality and Expense Risk Charge

We deduct 0.002466% per day (0.90% annually) of the amount you have in the variable investment options for the mortality and expense risks we assume. This charge is deducted as part of the calculation of the daily unit values for the variable investment options and does not appear as a separate charge on your statement or confirmation.

The mortality risk is that insured people, as a group, may live less time than we estimated. The expense risk is that the costs of issuing and administering the policies and in operating the variable division are greater than the amount we estimated.

The mortality and expense risk charge does not apply to your account value in the guaranteed interest division or the loan division.

Monthly Deductions from Account Value

We deduct charges from your account value on each monthly processing date until the maturity date or when the continuation of coverage period begins.

Policy Charge

The initial policy charge is $15 per month for the first ten years of your policy. After the first ten years of your policy, the policy charge is $9 per month. This charge compensates us for such costs as:

• application processing;
• medical examinations;
• establishment of policy records; and
• insurance underwriting costs.

Monthly Administrative Charge

We charge a per month administrative charge of $0.085 per $1,000 for the first ten policy years for the greater of the stated death benefit or target death benefit. We charge $0.015 per $1,000 for policy years eleven through twenty for the greater of target or stated death benefit. We limit the per $1,000 charge, based on the insured people's joint equivalent age, to $212.50 per month for the first ten policy years. This charge is limited to $37.50 monthly for policy years eleven through twenty. This charge applies to the first $2,500,000 of death benefit.

This charge is designed to compensate us for ongoing costs such as:

• premium billing and collections;
• claim processing;
• policy transactions;
• record keeping;
• reporting and communications with policy owners; and
• other expenses and overhead.

Cost of Insurance Charge

The cost of insurance charge compensates us for the ongoing costs of providing insurance coverage under the policy, including the expected cost of paying death proceeds that may be more than your account value at the death of the second of the insured people.

The cost of insurance charge is equal to our current monthly cost of insurance rate multiplied by the net amount at risk for each portion of your death benefit. We calculate the net amount at risk monthly, at the beginning of each policy month. For the base death benefit, the net amount at risk is calculated using the difference between the current base death benefit and your account value. We determine your account value after we deduct your policy and rider charges due on that date other than cost of insurance charges for the base death benefit and adjustable term insurance rider.

If your base death benefit at the beginning of a month increases (due to requirements of the federal income tax law definition of life insurance), the net amount at risk for your base death benefit for that month also increases. Similarly, the net amount at risk for your adjustable term insurance rider decreases. This

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means that your cost of insurance charge varies from month to month with changes in your net amount at risk, changes in the death benefit and with the increasing age of the insured people. We allocate the net amount at risk to segments in the same proportion that each segment has to the total stated death benefit for all coverage segments as of the monthly processing date.

We base your current cost of insurance rates on the insured people's ages, genders, policy duration, amount of target death benefit and premium classes on the policy and each segment date.

We apply unisex rates where appropriate under the law. This currently includes the state of Montana and policies purchased by employers and employee organizations in connection with employment-related insurance or benefit programs.

Separate cost of insurance rates apply to:

• each segment of the base death benefit;
• your adjustable term insurance rider; and
• single life term insurance riders.

We may make changes in the cost of insurance or rider charges for a class of insured persons. We base the new charge on changes in expectations about:

• investment earnings;
• mortality;
• the time policies remain in effect;
• expenses; and
• taxes.

These rates are never more than the guaranteed maximum rates shown in your policy. The guaranteed maximum rates are based on the 1980 Commissioner's Standard Ordinary Sex Distinct Mortality Table.

The maximum rates for the initial and each new segment will be printed in your schedule pages.

Guaranteed Minimum Death Benefit Charge

If you choose the guaranteed minimum death benefit feature, we charge $0.005 per $1,000 of stated death benefit each month during the guarantee period. We guarantee the charge not to exceed this rate.

Rider Charges

On each monthly processing date, we deduct the cost of benefits under your riders including the single life term insurance rider. Rider charges do not include the adjustable term insurance rider. See Riders, page 27.

Policy Transaction Fees

We charge fees for certain transactions under your policy. We deduct these fees from the variable and guaranteed interest divisions pro rata to the account value in each.

Partial Withdrawals

We deduct the lesser of a $25 service fee or 2% of the requested partial withdrawal from your account value for each partial withdrawal you take to cover our costs. We may also deduct a surrender charge from your account value. See Partial Withdrawals, page 36.

Illustrations

The first policy illustration you request in a policy year is free. After that, we charge a fee of up to $25 for each additional policy illustration.

We Deduct Charges, Loans and Partial Withdrawals

	Monthly Charges: Cost of Insurance Charges, Guaranteed Minimum Death Benefit Charges, Rider Charges, Administrative Fees	Transaction Fees	Loans and Partial Withdrawals
Choice	May choose a designated deduction investment option, including guaranteed interest division	Proportionally among variable and guaranteed interest divisions	May choose any investment option or combination of investment options
Default	Proportionally among variable and guaranteed interest divisions	Proportionally among variable and guaranteed interest divisions	Proportionally among variable and guaranteed interest divisions

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Persistency Refund

Where law allows us, we pay long-term policy owners a persistency refund. Each month your policy remains in force after your tenth policy anniversary, we credit your account value with a refund of 0.0375% of the net account value. This refund is 0.45% of your account value on an annual basis.

We do not guarantee that we will pay a persistency refund on the guaranteed interest division. If we pay a persistency refund on the guaranteed interest division, we will pay it even if your policy is in the continuation of coverage period.

If applicable, we add the persistency refund to the variable and guaranteed interest divisions, but not the loan division, in the same proportion that your account value in each investment option has to your net account value as of the monthly processing date.

Here are two examples of how the persistency refund may affect your account value:

Example 1: Your policy has no loan:

• account value = $10,000 (all in the variable division)
• monthly persistency refund rate = .000375
• persistency refund = 10,000 x .000375 = $3.75

	Value Before Persistency Refund	Value After Persistency Refund
Variable Division	$10,000.00	$10,003.75

Example 2: Your policy does have a loan:

• account value = $10,000
• account value in the variable division = $6,000
• account value in the loan division = $4,000
• monthly persistency refund rate = .000375
• persistency refund = 6,000 x .000375 = $2.25

	Value Before Persistency Refund	Value After Persistency Refund
Variable Division	$6,000.00	$6,002.25
Loan	$4,000.00	$4,000.00

The persistency refund may have adverse tax consequences if it results in a small difference between the interest rate charged and the interest rate credited on a policy loan (a low cost loan).

Surrender Charge

We may deduct a surrender charge from your account value during the first fourteen years of your policy or coverage segment if you:

• surrender your policy;
• reduce your stated death benefit;
• allow your policy to lapse; or
• take a partial withdrawal which decreases your stated death benefit.

The surrender charge compensates us for issuing and distributing policies. We deduct surrender charges pro rata based on your account value in each investment option.

The surrender charge is made up of two parts:

1. an administrative surrender charge and
2. a sales surrender charge.

If you change your death benefit option, this may decrease your stated death benefit. Under these circumstances, we do not deduct a surrender charge and we do not reduce future surrender charges.

A change to your death benefit option may increase the stated death benefit. We do not increase your surrender charge in this case. However, all other increases in your stated death benefit create a new segment which will be subject to its own fourteen year surrender charge period.

If your surrender charge changes, we send you a new schedule showing the change.

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Administrative Surrender Charge

The administrative surrender charge is a dollar amount for each $1,000 of the stated death benefit based on joint equivalent age of the insured people and the policy or segment year. We base this amount on the joint equivalent age of the insured people on your policy date or on the date you add a new stated death benefit coverage segment to your policy.

Administrative Surrender Charge per $1,000 of Stated Death Benefit
	Joint Equivalent Age
Year	15 - 84	85
1	$2.00	$2.00
2	$2.00	$2.00
3	$2.00	$2.00
4	$2.00	$2.00
5	$2.00	$2.00
6	$1.90	$1.90
7	$1.80	$1.80
8	$1.70	$1.70
9	$1.60	$1.60
10	$1.50	$1.50
11	$1.40	$1.40
12	$1.30	$1.30
13	$1.20	$1.20
14	$1.00	$0.00
15	$0.00	$0.00

For example, if the stated death benefit is $100,000 and the joint equivalent of the insured people is age 40 on your policy date, your administrative surrender charge is $200.

During the first fourteen years of your policy your administrative surrender charge may decrease. This happens if you request a decrease in your stated death benefit or you take a partial withdrawal which causes your stated death benefit to decrease. Your administrative surrender charge decreases in the same proportion that your stated death benefit decreases. Under these circumstances we then deduct from your account value the amount by which your administrative surrender charge decreased.

We designed your administrative surrender charge to cover part of our administrative expenses for your policy, such as:

• application processing;
• establishing your policy records;
• insurance underwriting; and
• costs associated with developing and operating our systems to administer the policies.

Sales Surrender Charge

The sales surrender charge is a percentage of the surrender target premium for each segment without substandard ratings (the base standard surrender target premium). The percentage is based on the joint equivalent age of the insured people.

The maximum sales surrender charge target premium is $63 for each $1,000 of stated death benefit. The maximum sales surrender charge is 100% of the surrender charge target premium. For joint equivalent ages 0-77 the maximum charge applies for policy or segment years 1 through 5 and then it decreases by 10% in each policy or segment year 6 through 14. For joint equivalent ages 78-85, the maximum sales surrender charge also deceases in percentage increments starting no later than policy or segment year five and reaching zero by policy or segment year fifteen. There is no sales surrender charge after policy or segment year fourteen.

For example, if the surrender charge target premium is $1,500 and the joint equivalent age at policy issue is 45, the sales surrender change in policy years 1 through 5 is $1,500. It then decreases by 10%, or $150, each year 6 through 15, becoming zero in year 15.

We do not determine target premiums on your scheduled premium. We determine target premiums actuarially, based on the age and gender of the insured people. Your policy schedule shows the initial target premium for your policy and the target premium for any added segments. The schedule also shows the maximum sales surrender charge for your stated death benefit.

If your stated death benefit decreases, we reduce your target premium for each segment in the same proportion that we reduce your stated death benefit. We do not do this if the reduction is a result of a death benefit option change. In that case, we will provide you a new schedule page.

If your new target premium for each segment is greater than or equal to the premiums we receive for that segment, then we reduce your future maximum sales surrender charge and we do not deduct a sales surrender charge from your account value.

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If your new target premium for each segment is less than the sum of the premiums we receive for that segment, we reduce the future maximum sales surrender charge and we deduct a sales surrender charge from your account value equal to the difference between your sales surrender charge before the decrease and your sales surrender charge after the decrease. We recalculate your new sales surrender charge as if your new target premium was always in effect for that segment.

We reduce your future maximum sales surrender charge in the same proportion that we reduce your stated death benefit if:

1. you make a decrease to your stated death benefit more than seven years after your policy date; or
2. you make a partial withdrawal from your policy which reduces the stated death benefit and you make your request more than seven years after the date you added the additional segment.

Calculation of Surrender Charge Examples

Example 1:     Assume the stated death benefit on your policy is $100,000 and both insured persons are age 45 when we issue your policy. The surrender target premium on your policy is $1,500. The actual surrender charge, assuming that we receive a $1,000 premium each policy year, is:

Policy Year	Administrative Surrender Charge	Sales Surrender Charge	Actual Surrender Charge
1	200	1500	1700
2	200	1500	1700
3	200	1500	1700
4	200	1500	1700
5	200	1500	1700
6	190	1350	1540
7	180	1200	1380
8	170	1050	1220
9	160	900	1060
10	150	750	900
11	140	600	740
12	130	450	580
13	120	300	420
14	100	150	250
15	0	0	0

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Example 2:     If you reduce your stated death benefit on your third policy anniversary to $90,000, we reduce your surrender target premium proportionately and it now equals $1,350 (90% of $1,500). There is a sales surrender charge of $150 when you reduce your stated death benefit. This is the difference between your sales surrender charge immediately before the decrease and your sales surrender charge calculated assuming your new target premium was always in effect for your policy. There is an administrative surrender charge of $20. This is the difference between your original administrative surrender charge and your new administrative surrender charge. Using the figures in the example here, this calculation is: $200 - $180. We deduct both the sales surrender charge and the administrative surrender charge from the account value. The resulting actual surrender charge for each policy year is:

Policy Year	Administrative Surrender Charge	Sales Surrender Charge	Actual Surrender Charge
1	200	1500	1700
2	200	1500	1700
3	180	1350	1530
4	180	1350	1530
5	180	1350	1530
6	171	1215	1386
7	162	1080	1242
8	153	945	1098
9	144	810	954
10	135	675	810
11	126	540	666
12	117	405	522
13	108	270	378
14	90	135	225
15	0	0	0

Other Charges

Under current law, we pay no tax on investment income and capital gains included in variable life insurance policy reserves. This means that no charge is currently made to any variable investment option for our federal income taxes. If the tax law changes and we have federal income tax chargeable to the variable investment options, we may make such a charge in the future.

Group or Sponsored Arrangements, or Corporate Purchasers

Individuals, corporations or other institutions may purchase this policy. For group or sponsored arrangements (including employees and certain family members of employees of Southland Life, its affiliates and appointed sales agents), corporate purchasers or special exchange programs which we

may offer from time to time, we may reduce or waive the:

• surrender charge, including the surrender charge on partial withdrawals;
• length of time a surrender charge applies;
• administrative charge;
• minimum stated death benefit;
• minimum target death benefit;
• minimum annual premium;
• target premium;
• sales charges;
• cost of insurance charges; or
• other charges normally assessed.

We can reduce or waive these items based on expected economies. Group arrangements include those in which there is a trustee, an employer or an association. The group may purchase multiple policies covering a group of individuals. Sponsored arrangements include those in which an employer or association allows us to offer policies to its employees or members on an individual basis.

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Our sales, administration and mortality costs generally vary with the size and stability of the group, among other factors. We take all these factors into account when we reduce charges. A group or sponsored arrangement must meet certain requirements to qualify for reduced charges. We make reductions to charges based on our rules in effect when we approve a policy application. We may change these rules from time to time.

Each sponsored arrangement or corporation may have different group premium payments and premium requirements.

We will not be unfairly discriminatory in any variation in the surrender charge, administrative charge, or other charges, fees and privileges. These variations are based on differences in costs or services.

TAX CONSIDERATIONS

The following summary provides a general description of the federal income tax considerations associated with the policy and does not purport to be complete or to cover all tax situations. This discussion is not intended as tax advice. Counsel or other competent tax advisers should be consulted for more complete information. This discussion is based upon our understanding of the present federal income tax laws. No representation is made as to the likelihood of continuation of the present federal income tax laws or as to how they may be interpreted by the Internal Revenue Service.

Tax Status of the Policy

This policy is designed to qualify as a life insurance contract under the Internal Revenue Code. All terms and provisions of the policy shall be construed in a manner which is consistent with that design. In order to qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a policy must satisfy certain requirements which are set forth in the Internal Revenue Code. Specifically, the policy must meet the requirements of the "guideline premium/cash value corridor test," as specified in Code section 7702.

The guideline premium/cash value corridor test provides for a maximum premium in relation to the death benefit, and a minimum "corridor" of death benefit in relation to account value. See Appendix A, page 170 for a table of the guideline premium/cash value corridor test factors.

There is very little guidance with respect to policies issued on a last survivor basis as to how these requirements are applied. Nevertheless, we believe it is reasonable to conclude that our policies satisfy the applicable requirements. If it is subsequently determined that a policy does not satisfy the applicable requirements, we will take appropriate and reasonable steps to bring the policy into compliance with such requirements and we reserve the right to restrict policy transactions or modify your policy in order to do so.

In addition, as long as the policy remains in force, increases in account value as a result of interest or investment experience will not be subject to federal income tax unless and until there is a distribution from the policy, such as a partial withdrawal or loan. See Tax Treatment of Policy Death Benefits, page 54.

Diversification and Investor Control Requirements

In addition to meeting the Code Section 7702 guideline premium/cash corridor test, Code Section 817(h) requires separate account investments, such as our separate account, to be adequately diversified. The Treasury has issued regulations which set the standards for measuring the adequacy of any diversification. To be adequately diversified, each variable investment option must meet certain tests. If your variable life policy is not adequately diversified under these regulations, it is not treated as life insurance under Code Section 7702. You would then be subject to federal income tax on your policy income as you earn it. Our variable investment options' investment portfolios have promised they will meet the diversification standards that apply to your policy.

In certain circumstances, you, as owner of a variable life insurance contract, may be considered the owner for federal income tax purposes of the separate account assets used to support your contract. Any income and gains from the separate account assets are includable in the gross income from your policy

Survivor Dimensions   			53

under these circumstances. The IRS has stated in published rulings that a variable contract owner is considered the owner of separate account assets if the contract owner has "indicia of ownership" in those assets. "Indicia of ownership" includes the ability to exercise investment control over the assets.

Your ownership rights under your policy are similar to, but different in some ways from those described by the IRS in rulings in which it determined that policy owners are not owners of separate account assets. For example, you have additional flexibility in allocating your premium payments and in your policy values. These differences could result in the IRS treating you as the owner of a pro rata share of the separate account assets. We do not know what standards will be set forth in the future, if any, in Treasury regulations or rulings. We reserve the right to modify your policy, as necessary, to try to prevent you from being considered the owner of a pro rata share of the separate account assets, or to otherwise qualify your policy for favorable tax treatment.

The following discussion assumes that the policy will qualify as a life insurance contract for federal income tax purposes.

Tax Treatment of Policy Death Benefits

We believe that the death benefit under a policy is generally excludable from the gross income of the beneficiary(ies) under section 101(a)(1) of the Code. However, there are exceptions to this general rule. Additionally, federal and local transfer, estate inheritance and other tax consequences of ownership or receipt of policy proceeds depend on the circumstances of each policy owner or beneficiary(ies). A tax adviser should be consulted about these consequences.

Generally, the policy owner will not be taxed on any of the policy account value until there is a distribution. When distributions from a policy occur, or when loan amounts are taken from or secured by a policy, the tax consequences depend on whether or not the policy is a "modified endowment contract."

Special rules also apply if you are subject to the alternative minimum tax. You should consult a tax adviser if you are subject to the alternative minimum tax.

Modified Endowment Contracts

Under the Internal Revenue Code, certain life insurance contracts are classified as "modified endowment contracts" and are given less favorable tax treatment than other life insurance contracts. Due to the flexibility of the policies as to premiums and benefits, the individual circumstances of each policy will determine whether or not it is classified as a modified endowment contract. The rules are too complex to be summarized here, but generally depend on the amount of premiums we receive during the first seven policy years. Certain changes in a policy after it is issued could also cause it to be classified as a modified endowment contract. A current or prospective policy owner should consult with a competent adviser to determine whether or not a policy transaction will cause the policy to be classified as a modified endowment contract.

If a policy becomes a modified endowment contract, distributions that occur during the policy year will be taxed as distributions from a modified endowment contract. In addition, distributions from a policy within two years before it becomes a modified endowment contract will be taxed in this manner. This means that a distribution made from a policy that is not a modified endowment contract could later become taxable as a distribution from a modified endowment contract.

Multiple Policies

All modified endowment contracts that are issued by us (or our affiliates) to the same policy owner during any calendar year are treated as one modified endowment contract for purposes of determining the amount includable in the policy owner's income when a taxable distribution occurs.

Distributions Other than Death Benefits from Modified Endowment Contracts

Once a policy is classified as a modified endowment contract, the following tax rules apply both prospectively and to any distributions made in the prior two years:

1. All distributions other than death benefits, including distributions upon surrender and withdrawals, from a modified endowment contact will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the policy owner's investment in the policy only after all gain has been distributed.

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2. Loan amounts taken from or secured by a policy classified as a modified endowment contract are treated as distributions and taxed first as distributions of gain taxable as ordinary income and as tax-free recovery of the policy owner's investment in the policy only after all gain has been distributed.
3. A 10% additional income tax penalty may be imposed on the distribution amount subject to income tax. Consult a tax adviser to determine whether or not you may be subject to this penalty tax.

Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts

Distributions other than death benefits from a policy that is not classified as a modified endowment contract are generally treated first as a recovery of the policy owner's investment in the policy. Only after the recovery of all investment in the policy, is there taxable income. However, certain distributions which must be made in order to enable the policy to continue to qualify as a life insurance contract for federal income tax purposes, if policy benefits are reduced during the first fifteen policy years, may be treated in whole or in part as ordinary income subject to tax.

Loan amounts from or secured by a policy that is not a modified endowment contract are generally not treated as distributions. The tax consequences associated with preferred loans are less certain and a tax adviser should be consulted about such loans. Finally, neither distributions from, nor loan amounts from or secured by, a policy that is not a modified endowment contract are subject to the 10% additional income tax.

Investment in the Policy

Your investment in the policy is generally the total of your aggregate premiums. When a distribution is taken from the policy, your investment in the policy is reduced by the amount of the distribution that is tax free.

Policy Loans

In general, interest on a policy loan will not be deductible. Moreover, the tax consequences associated with a preferred loan available in the policy are uncertain. Before taking out a policy loan, you should consult a tax adviser as to the tax consequences.

If a loan from a policy is outstanding when the policy is canceled or lapses, then the amount of the outstanding indebtedness will be added to the amount treated as a distribution from the policy and will be taxed accordingly.

Continuation of Coverage Beyond Age 100

The tax consequences of continuing the policy beyond the policy anniversary nearest the younger insured person's 100^th birthday are unclear. You should consult a tax adviser if you intend to keep the policy in force beyond the policy anniversary nearest the younger insured person's 100^th birthday.

Section 1035 Exchanges

Code Section 1035 generally provides that no gain or loss shall be recognized on the exchange of one life insurance policy for another life insurance policy or for an endowment or annuity contract. We accept 1035 exchanges with outstanding loans. Special rules and procedures apply to Section 1035 exchanges. If you wish to take advantage of Section 1035, you should consult your tax adviser.

Taxation of Policy Splits

The policy split option permits a Policy to be split into two other single life policies upon the occurrence of (i) a divorce of the joint insureds, or (ii) certain changes in federal estate tax law, or (iii) there is a dissolution of business conducted or owned by the two insureds. A policy split option could have adverse tax consequences. Before you exercise

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rights provided by the policy split option, it is important that you consult withe a tax advisor regarding possible consequences of a policy split.

Tax-exempt Policy Owners

Special rules may apply to a policy that is owned by a tax-exempt entity. Tax-exempt entities should consult their tax adviser regarding the consequences of purchasing and owning a policy. These consequences could include an effect on the tax-exempt status of the entity and the possibility of the unrelated business income tax.

Possible Tax Law Changes

Although the likelihood of legislative action is uncertain, there is always the possibility that the tax treatment of the policy could be changed by legislation or otherwise. You should consult a tax adviser with respect to legislative developments and their effect on the policy.

Changes to Comply with the Law

So that your policy continues to qualify as life insurance under the Code, we reserve the right to refuse to accept all or part of your premium payments or to change your death benefit. We may refuse to allow you to make partial withdrawals that would cause your policy to fail to qualify as life insurance. We also may:

• make changes to your policy or its riders; or
• take distributions from your policy to the degree that we deem necessary to qualify your policy as life insurance for tax purposes.

If we make any change of this type, it applies the same way to all affected policies.

The tax law limits the amount we can charge for mortality costs and other expenses used to calculate whether your policy qualifies as life insurance for federal income tax purposes. We must base these calculations on reasonable mortality charges and as permitted, other charges reasonably expected to be paid. The Treasury issued proposed regulations on what it considers reasonable mortality charges. We believe that the charges used for your policy should meet the Treasury's current requirement for "reasonableness." We reserve the right to make changes to the mortality charges if future regulations have standards which make changes necessary in order to continue to qualify your policy as life insurance for federal income tax purposes.

Additionally, assuming that you do not want your policy to be or to become a modified endowment contract, we include a policy endorsement under which we have the right to amend your policy, including riders. We do this to attempt to enable your policy to continue to meet the seven-pay test for federal income tax purposes. If the policy premium you pay is more than the seven-pay limit, we have the right to remove any excess premium or to make any appropriate adjustments to your policy's account value and death benefit. It is not clear, however, whether we can take effective action pursuant to this endorsement under all possible circumstances to prevent a policy that has exceeded the premium limitation from being classified as a modified endowment contract.

Any increase in your death benefit will cause an increase in your cost of insurance charges.

Other

Policy owners may use our policies in various arrangements, including:

• qualified plans;
• non-qualified deferred compensation or salary continuance plans;
• split dollar insurance plans;
• executive bonus plans;
• retiree medical benefit plans; and
• other plans.

The tax consequences of these plans may vary depending on the particular facts and circumstances of each arrangement. If you want to use any of your policies in this type of arrangement, you should consult a qualified tax adviser regarding the tax issues of your particular arrangement.

In recent years, Congress has adopted new rules relating to life insurance owned by businesses. Any business contemplating the purchase of a new policy or a change in an existing policy should consult a tax adviser.

The IRS requires us to withhold income taxes from any portion of the amounts individuals receive in a taxable transaction. We do not withhold income

Survivor Dimensions   			56

taxes if you elect in writing not to have withholding apply. If the amount withheld for you is insufficient to cover income taxes, you may have to pay income taxes and possibly penalties later.

The transfer of the policy or designation of a beneficiary may have federal, state and/or local transfer and inheritance tax consequences, including the imposition of gift, estate and generation-skipping transfer taxes. For example the transfer of the policy to, or the designation as a beneficiary of, or the payment of proceeds to a person who is assigned to a generation which is two or more generations below the generation assignment of the policy owner may have generation skipping transfer tax consequences under federal tax law. The individual situation of each policy owner or beneficiary will determine the extent, if any, to which federal, state and local transfer and inheritance taxes may be imposed and how ownership or receipt of policy proceeds will be treated for purposes of federal, state and local estate, inheritance, generation skipping and other taxes.

You should consult qualified legal or tax advisers for complete information on federal, state, local and other tax considerations.

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ADDITIONAL INFORMATION

Directors and Officers

Set forth below is information regarding the directors and principal officers of Southland Life Insurance Company. Southland's address, and the business address of each person named, except as noted with one asterisk (*) is ING North America Insurance Corporation, 5780 Powers Ferry Road, Atlanta, Georgia 30327-4390. The business address of each person denoted with one asterisk (*) is Security Life Center, 1290 Broadway, Denver, Colorado 80203-5699.

Name	Position and Offices with Southland Life
Stephen M. Christopher*	Chairman, President and Chief Executive Officer
Jerome J. Cwiok	Director, Executive Vice President and Chief Operating Officer
B. Scott Burton	Director
P. Randall Lowery	Director
James D. Thompson	Director
Michael W. Cunningham	Director
Mark A. Tullis	Director
James L. Livingston, Jr.*	Executive Vice President, CFO and Chief Actuary
John R. Barmeyer	Senior Vice President - Legal Services
Terry L. Morrison*	Senior Vice President, New Business Operations
Derek J. Reynolds	Senior Vice President and Chief Information Officer
Mark A. Smith*	Senior Vice President, Insurance Services
Gretta Ytterbo	Senior Vice President - ING US Legal Services
Lawrence D. Taylor*	Senior Vice President - Product Management Group
Gary W. Waggoner*	Vice President, Secretary ING US Legal Services

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Regulation

We are regulated and supervised by the Division of Insurance of the Department of Regulatory Agencies of the State of Colorado which periodically examines our financial condition and operations. In addition, we are subject to the insurance laws and regulations in every jurisdiction in which we do business. As a result, the provisions of this policy may vary somewhat from jurisdiction to jurisdiction.

We are required to submit annual statements, including financial statements, of our operations and finances to the insurance departments of the various jurisdictions in which we do business to determine solvency and compliance with state insurance laws and regulations.

We are also subject to various federal securities laws and regulations.

Legal Matters

The legal matters in connection with the policy described in this prospectus have been passed on by the General Counsel of Southland Life. Sutherland Asbill & Brennan LLP has provided advice on certain matters relating to the federal securities laws.

Legal Proceedings

Southland Life, as an insurance company, is ordinarily involved in litigation. We do not believe that any current litigation is material to Southland Life's ability to meet its obligations under the policy or to the separate account, and we do not expect to incur significant losses from such actions. ING America Equities, Inc., the principal underwriter and distributor of the policy, is not engaged in any litigation of any material nature.

Experts

The financial statements of Southland Life Insurance Company ("Southland") at December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999, and the financial statements of the Southland Separate Account L1 at December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing. Other financial statements included in the prospectus are unaudited.

Actuarial matters in this prospectus have been examined by James L. Livingston, Jr., F.S.A., M.A.A.A., who is Executive Vice President, CFO and Chief Actuary of Southland Life. His opinion on actuarial matters is filed as an exhibit to the Registration Statement we filed with the SEC.

Registration Statement

We have filed a Registration Statement relating to the separate account and the variable life insurance policy described in this prospectus with the SEC. The Registration Statement, which is required by the Securities Act of 1933, includes additional information that is not required in this prospectus under the rules and regulations of the SEC. The additional information may be obtained from the SEC's principal office in Washington, DC. There is a charge for this material.

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INDEX OF SPECIAL TERMS

The following special terms are used in this prospectus. We explain each term on the page(s) listed in the body of this prospectus and in the summary, if applicable:

Account value     8
Accumulation unit     32
Accumulation unit value     8
Adjustable term insurance rider     22
Base death benefit     24
Beneficiary(ies)     24
Cash surrender value     32
Continuation of coverage     31
Death proceeds     24
Divisions     18
Free look period     40
General account     18
Guarantee period     27
Guarantee period annual premium     27
Guaranteed interest division     18
Guaranteed minimum death benefit     26
Initial premium     21
Investment date     21
Investment options     18
Joint equivalent age     19
Loan division     36
Minimum annual premium     21
Net account value     32
Net amount at risk     47
Net cash surrender value     32
Net premium     21
Partial withdrawal     21
Policy     4
Policy date     20
Policy loan     35
Portfolios     12
Scheduled premium     20
Segment     26
Separate account L1     12
Special continuation period     21
Stated death benefit     19
Surrender target premium     50
Target death benefit     28
Target premium     21
Total death benefit     28
Transaction date     32
Valuation date     32
Valuation period     33
Variable division     18
Variable investment option     12
Younger insured person's 100^th birthday     40

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FINANCIAL STATEMENTS

The financial statements of Southland Life Insurance Company ("Southland") at December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999, are prepared in accordance with accounting principles generally accepted in the United States and start on page 62.

The financial statements included for the Southland Separate Account L1 at December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999, are prepared in accordance with accounting principles generally accepted in the United States and represent those divisions that had commenced operations by that date.

The financial statements of Southland, as well as the financial statements included for the Southland Separate Account L1 referred to above have been audited by Ernst & Young LLP. The financial statements of Southland should be distinguished from the financial statements of the Southland Separate Account L1 and should be considered only as bearing upon the ability of Southland to meet its obligations under the policies. They should not be considered as bearing upon the investment experience of the divisions of Southland Separate Account L1.

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[THIS PAGE INTENTIONALLY LEFT BLANK]

Survivor Dimensions   			62

Financial Statements
Southland Life Insurance Company

Years ended December 31, 1999, 1998 and 1997
with Report of Independent Auditors

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Contents

Report of Independent Auditors     65     

Audited Financial Statements     

Balance Sheets     66
Statements of Income     68
Statements of Changes in Stockholder's Equity     69
Statements of Cash Flows     70
Notes to Financial Statements     72

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Report of Independent Auditors     

Board of Directors     
Southland Life Insurance Company     

We have audited the accompanying balance sheets of Southland Life Insurance Company as of December 31, 1999 and 1998, and the related statements of income, changes in stockholder's equity, and cash flows for each of the three years in the period ended December 31, 1999. 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 auditing standards generally accepted in the United States. Those 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.     

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southland Life Insurance Company at December 31, 1999 and 1998, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States.     

Atlanta, Georgia     

March 28, 2000      

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Southland Life Insurance Company     

Balance Sheets     

(Dollars in Thousands)

	September 30	December 31
	2000	1999	1998
	(Unaudited)
Assets
Investments (Notes 1, 2, 3 and 4):
Fixed maturities:
Available-for-sale, at fair value (amortized          cost at $1,530,339 (unaudited), $1,338,052 and          $1,140,483 respectively)	$1,493,393	$1,280,301	$1,186,813
Equity securities, at fair value (cost at $11,599       (unaudited), $8,529 and $5,941 respectively)	9,903	8,926	6,503
Mortgage loans on real estate	410,042	381,082	341,673
Real estate	-	1,300	-
Policy loans	88,312	88,847	87,904
Short-term investments	18,518	30,079	-
Total investments	2,020,168	1,790,535	1,622,893
Cash	7,967	-	4,742
Accrued investment income	25,831	24,018	18,336
Reinsurance recoverable:
Paid benefits	25,805	36,922	3,539
Unpaid benefits and IBNR	3,224	15,761	5,201
Prepaid reinsurance premiums	157,430	167,597	190,035
Deferred policy acquisition costs	312,951	292,521	223,949
Present value of future profits less accumulated    amortization ($224,904 (unaudited), $216,355 and    $205,258 respectively)	55,821	62,860	59,628
Goodwill less accumulated amortization ($16,860 (unaudited),    $15,704 and $14,163 respectively)	43,600	44,756	46,298
Separate account assets (Note 13)	97,086	95,610	54,009
Federal taxes recoverable from related party    (Note 8)	- -	- -	6,598
Deferred federal income tax asset	1,023	4,056	-
Other assets	9,974	11,485	16,626
Total assets	$2,760,880	$2,546,121	$2,251,854

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	September 30	December 31
	2000	1999	1998
	(Unaudited)
Liabilities and stockholder's equity
Liabilities:
Future policy benefits:
Life and annuity reserves	$2,102,887	$1,843,154	$1,549,782
Accident and health reserves	7,664	8,367	9,647
Guaranteed investment contracts	38,493	92,545	137,714
Policyholders' funds	2,496	2,463	2,632
Advance premiums	95	88	97
Accrued dividends and dividends on deposit	718	721	742
Unpaid claims	14,816	26,054	30,442
Total future policy benefits	2,167,169	1,973,392	1,731,056
Accounts payable and accrued expenses	7,866	7,897	12,204
Aggregate indebtedness to related parties	14,847	59,549	6,355
Other liabilities	105,172	56,700	36,437
Separate account liabilities (Note 13)	97,086	95,610	54,009
Federal income taxes payable (Note 8):
Current	-	1,017	-
Deferred	83	-	31,425
Total liabilities	2,392,223	2,194,165	1,871,486
Stockholder's equity (Note 9):
Common stock, $3 par value:
Authorized - 2,550,000 shares       Issued and outstanding - 2,500,000 shares	7,500	7,500	7,500
Additional paid-in capital	285,506	285,506	271,906
Accumulated other comprehensive income	(13,064)	(19,308)	20,637
Retained earnings	88,715	78,258	80,325
Total stockholder's equity	368,657	351,956	380,368
Total liabilities and stockholder's equity	$2,760,880	$2,546,121	$2,251,854

See accompanying notes.

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Southland Life Insurance Company     

Statements of Income     

(Dollars in Thousands)

	Nine months ended September 30	Year ended December 31
	2000	1999	1998	1997
	(Unaudited)
Revenues:
Traditional life insurance premiums	$20,738	$ 38,397	$ 36,383	$32,304
Health insurance premiums	33,270	80,470	68,947	69,997
Universal life and investment product charges	84,401	112,354	107,634	92,660
Reinsurance assumed	215	-	397	570
	138,624	231,221	213,360	195,531
Reinsurance ceded premiums	(51,236)	(61,571)	(52,378)	(61,103)
	87,388	169,650	160,983	134,428
Net investment income	103,684	124,624	111,408	107,563
Net realized (losses) gains on investments	(14,792)	(5,077)	19,296	25,294
Other revenues	9,085	8,510	7,712	11,293
Total revenues	185,365	297,707	299,399	278,578
Benefits and expenses:
Insurance claims and benefits incurred:
Traditional life insurance:
Death benefits	19,793	289,00	29,201	27,569
Other benefits	14,921	22,881	16,524	19,452
Universal life and investment contracts:
Interest credited to account balances	50,537	65,332	57,581	46,182
Death benefit incurred in excess of account balances	38,523	37,773	27,753	21,102
Health benefits	40,582	63,137	62,470	53,613
Increase (decrease) in policy reserves and other funds	(7,730)	(6,716)	960	(2,579)
Reinsurance recoveries	(60,213)	(55,520)	(48,478)	(43,814)
	96,413	155,787	146,011	121,525
Commissions	7,932	15,937	16,676	17,186
Insurance operating expenses (Note 11)	40,034	62,589	60,422	38,644
Amortization of goodwill	1,156	1,541	1,541	1,541
Amortization of present value of future profits, net of    accrued interest	4,838	6,280	4,694	9,473
Amortization of deferred policy acquisition costs	21,138	29,154	30,925	27,572
	171,511	271,288	260,269	215,941
Income before federal income taxes and cumulative effect of    change in acccounting principle, net of tax	13,854	26,419	39,130	62,637
Federal income taxes (Note 8)	4,822	9,886	14,297	22,479
Net income before cumulative effect of    change in accounting principle, net of tax	9,032	16,533	24,833	40,158
Cumulative effect of change in accounting principle, net of tax	1,425	-	-	-
Net income	$ 10,457	$ 16,533	$24,833	$40,158

See accompanying notes.

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Southland Life Insurance Company     

Statements of Changes in Stockholder's Equity

(Dollars in Thousands)

	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Retained Earnings	Total
Balance at December 31, 1997	$7,500	$246,906	$ 24,320	$ 94,892	$373,618
Dividends to stockholder	-	-	-	(39,400)	(39,400)
Contributed surplus	-	25,000	-	-	25,000
Comprehensive income:
Change in net unrealized investment losses      net of deferred taxes of ($996)	-	-	(1,851)	-	-
Effect on DPAC and PVFP of unrealized losses      on fixed maturities, net of deferred taxes of ($987)	-	-	(1,832)	-	-
Net income	-	-	-	24,833	-
Total comprehensive income	-	-	-	-	21,150
Balance at December 31, 1998	7,500	271,906	20,637	80,325	380,368
Dividends to stockholder	-	-	-	(18,600)	(18,600)
Contributed surplus	-	13,600	-	-	13,600
Comprehensive income:
Change in net unrealized investment losses      net of deferred taxes of ($36,486)	-	-	(67,760)	-	-
Effect on DPAC and PVFP of unrealized losses      on fixed maturities, net of deferred taxes of $14,977	-	-	27,815	-	- -
Net income	-	-	-	16,533	-
Total comprehensive income	-	-	-	-	(23,412)
Balance at December 31, 1999	7,500	285,506	(19,308)	78,258	351,956
(UNAUDITED)
Comprehensive income:
Change in net unrealized investment gains      net of deferred taxes of $7,176	-	-	13,326	-	-
Effect on DPAC and PVFP of unrealized gains      on fixed maturities, net of deferred taxes of ($3,813)	-	-	(7,082)	-	-
Net income	-	-	-	10,457	-
Total comprehensive income	-	-	-	-	16,701
Balance at September 30, 2000	$ 7,500	$285,506	$(13,064)	$ 88,715	$ 368,657

See accompanying notes.

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Southland Life Insurance Company

Statements of Cash Flows

(Dollars in Thousands)

	Nine months ended September 30	Year ended December 31
	2000	1999	1998	1997
	(Unaudited)
Operating activities
Net income	$ 10,457	$16,533	$ 24,833	$ 40,158
Adjustments to reconcile net income to net cash    (used in) provided by operating activities:
(Decrease) increase in future policy benefits	(30,470)	(7,657)	(78,110)	29,507
Net (decrease) increase in federal income          taxes	(1,263)	(6,357)	(22,325)	4,121
Increase in accounts payable and accrued          expenses and other liabilities	48,440	15,956	24,191	4,839
Increase in accrued investment income	(1,813)	(5,682)	(375)	(652)
Net realized investment losses (gains)	14,792	5,077	(19,296)	(25,294)
Decrease (increase) in reinsurance recoverable	23,654	(43,943)	88	(26)
Decrease (increase) in prepaid reinsurance          premiums	10,167	22,438	85,119	(14,796)
Amortization expense	5,994	7,822	6,235	11,125
Policy acquisition costs deferred	(52,790)	(64,446)	(64,456)	(51,940)
Amortization of deferred policy acquisition          costs	23,666	29,154	30,925	27,572
Other, net	(153)	4,845	(10,280)	(1,124)
Net cash (used in) provided by operating activities	50,681	(26,260)	(23,451)	23,379
Investing activities
Securities available-for-sale:
Sales:
Fixed maturities	465,886	520,010	1,936,423	608,076
Equity securities	1,110	3,190	883	335
Maturities - fixed maturities	61,848	63,320	71,935	79,378
Purchases:
Fixed maturities	(730,673)	(787,089)	(2,150,706)	(831,839)
Equity securities	(4,933)	(4,617)	(3,442)	(2,699)
Sale, maturity or repayment of investments:
Mortgage loans on real estate	27,268	25,104	42,185	40,060
Real estate	1,150	-	-	-
Policy loans, net	535	-	-	-
Short-term investments, net	11,561	-	-	-

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Southland Life Insurance Company

Statements of Cash Flows (continued)

(Dollars in Thousands)

	Nine months ended September 30	Year ended December 31
	2000	1999	1998	1997
	(Unaudited)
Investing activities (continued)
Purchase or issuance of investments:
Mortgage loans on real estate	(56,008)	(64,265)	(46,886)	(22,073)
Real estate	(3)	(1,300)	-	-
Policy loans, net	-	(943)	(1,748)	(4,016)
Short-term investments, net	-	(30,079)	3,311	11,838
Net cash used in investing activities	(222,259)	(276,669)	(148,045)	(120,940)
Financing activities
Capital contribution accrued in the prior year	13,600	25,000	-	-
(Decrease) increase in indebtedness to related    parties, net	(58,302)	55,794	13,252	(5,277)
Receipts from interest sensitive products    credited to policyholder account balances	274,005	301,228	238,468	162,826
Return of policyholder account balances on    interest sensitive policies	(49,758)	(51,235)	(42,900)	(33,077)
Return of capital and dividends paid to    stockholder	-	(32,600)	(39,400)	(28,000)
Net cash provided by financing activities	179,545	298,187	169,420	96,472
Net decrease in cash	7,967	(4,742)	(2,076)	(1,089)
Cash at beginning of year	-	4,742	6,818	7,907
Cash at end of year	$7,967	$       -	$4,742	$ 6,818

The Company paid interest of $511,000 (unaudited), $540,000, $887,000 and $1,549,000 during 2000, 1999, 1998 and 1997, respectively.     

See accompanying notes.

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Southland Life Insurance Company

Notes to Financial Statements

December 31, 1999

1. Significant Accounting Policies

Organization and Basis of Presentation

Southland Life Insurance Company (the Company) is a wholly-owned subsidiary of ING America Life Corporation (America Life), an indirect, wholly-owned subsidiary of ING Groep, N.V.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States.     

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Nature of Operations

The Company's market focus is on the middle-income consumer. The life insurance products offered address retirement accumulation, wealth transfer and estate planning, and death protection needs. Products include universal life, survivorship and traditional life and products with low expense loads to institutional and individual customers. Operations are conducted through independent producers. An increasing portion of the Company's business is no-load products sold to individuals, by fee-based financial planners, businesses and institutions. The Company is presently licensed in forty-eight states (all states except for New York and Vermont), the District of Columbia, and Puerto Rico.     

Prior to December 1999, the Company provided stop-loss coverage on group health insurance. Effective December 1, 1999, the Company entered into a reinsurance agreement with SAFECO Life Insurance Company to cede the Company's medical stop loss and group term life business. The commission and expense allowance received on this transaction resulted in a gain of $17,925,000. Of this gain, $16,166,000 has been deferred and will be recognized as income over the next twelve months. These policies will not be renewed by the Company at the end of their current terms.

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Southland Life Insurance Company

Notes to Financial Statements (continued)

1. Significant Accounting Policies (continued)

Nature of Operations (continued)

The significant accounting policies followed by the Company that materially affect the financial statements are summarized below.     

Accounting Changes

In 1998, the Company adopted FASB Statement No. 130, Reporting Comprehensive Income. Statement No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. The adoption of this FASB had no impact on the Company's financial position or results from operations.     

Recently Issued Accounting Pronouncements

During 1998, the FASB issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement is effective for fiscal years beginning after June 15, 2000. The Company plans to adopt this statement during 2001, and the effect of implementation on the Company's financial statements has not yet been determined.     

Investments

Investments are shown on the following bases:

The carrying value of fixed maturities depends on the classification of the security: securities held-to-maturity, securities available-for-sale, and trading securities. Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost. Debt securities not classified as held-to-maturity and marketable equity securities are classified as available-for-sale. Available-for-sale securities are stated at fair value, with unrealized gains and losses, net of tax, and deferred acquisition cost and present value of future profit adjustments, reported in a separate component of stockholder's equity.

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Southland Life Insurance Company

Notes to Financial Statements (continued)

1. Significant Accounting Policies (continued)

Investments (continued)

All of the Company's securities were classified as available-for-sale at December 31, 1999 and 1998.

The amortized cost of debt securities classified as held-to-maturity or available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage-backed securities, over the estimated life of the security. Such amortization is included in interest income from investments. Interest and dividends are included in net investment income as earned.

Equity securities are reported at fair value. Mortgage loans are carried at the unpaid balances. Policy loans are carried at unpaid balances. Short-term investments are carried at cost, which approximates fair value. Derivatives are accounted for on the same basis as the asset hedged.

Realized gains and losses, and declines in value judged to be other-than-temporary are included in net realized gains (losses) on investments. The cost of securities sold is based on the specific identification method.

Recognition of Premium Revenues and Costs

For life and annuity contracts other than universal life or investment-type contracts, premiums are recognized as revenues over the premium-paying period, with valuation reserves for future benefits established on a pro-rata basis from such premiums.

Revenues for universal life and investment-type contracts consist of policy charges for the cost of insurance and policy administration and surrender charges assessed during the period. Expenses include interest credited to policy account balances and benefits incurred in excess of policy account balances. Certain profits on limited-payment policies are deferred and recognized over the policy term.

Survivor Dimensions   			74

Southland Life Insurance Company

Notes to Financial Statements (continued)

1. Significant Accounting Policies (continued)

Recognition of Premium Revenues and Costs (continued)

For accident and health policies, gross premiums are prorated over the contract term of the policies with the unearned premium included in the policy reserves. Anticipated investment income is considered in determining if a premium deficiency related to short-term contracts exists.

Deferred Policy Acquisition Costs

Commissions and other costs of acquiring traditional life insurance, universal life insurance (including interest sensitive products) and investment products that vary with and are primarily related to the production of new and renewal business have been deferred. Traditional life insurance acquisition costs are being amortized over the premium-paying period of the related policies using assumptions consistent with those used in computing policy benefit reserves. For universal life insurance and investment products, acquisition costs are being amortized generally in proportion to the present value (using the assumed crediting rate) of expected gross profits from surrender charges and investment, mortality, and expense margins. This amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised.

Deferred policy acquisition costs are adjusted to reflect changes that would have been necessary if unrealized investment gains and losses related to available-for-sale securities had been realized. The Company has reflected those adjustments in the asset balance with the offset as a direct adjustment to stockholder's equity.

Future Policy Benefits

Benefit reserves, with the exception of reserves for universal life-type policies and investment products, are computed using a net level premium method including assumptions as to investment yields, mortality, withdrawals and other assumptions based on the Company's and industry experience, modified as necessary to reflect anticipated trends to include provisions for possible unfavorable deviations. Reserve interest assumptions are those deemed appropriate at the time of policy issue, and range from 6% to 9%. Policy benefit claims are charged to expense in the year that the claims are incurred. Health reserves consist principally of unearned premiums and claim reserves.

Survivor Dimensions   			75

Southland Life Insurance Company

Notes to Financial Statements (continued)

1. Significant Accounting Policies (continued)

Future Policy Benefits (continued)

Benefit reserves for interest sensitive products (including universal life-type policies) and investment products are computed under a retrospective deposit method and represent policy account balances before applicable surrender charges. Policy benefits and claims that are charged to expense include benefit claims incurred during the year in excess of related policy account balances. Interest crediting rates for universal life and investment products range from 4.75% to 6.25% during 1999, from 4.5% to 6% during 1998, and from 4.75% to 6% during 1997.

Included in life and annuity reserves is an unearned revenue reserve that reflects the unamortized balance of excess policy fees over ultimate policy fees on universal life and investment products. These excess fees have been deferred and are being recognized in income over the periods benefited, using the same assumptions and factors used to amortize deferred policy acquisition costs.

Unpaid Claims

The liabilities for unpaid claims include estimates of amounts due on reported claims and claims that have been incurred but were not reported as of December 31. Such estimates are based on actuarial projections applied to historical claim payment data. Such liabilities are reasonable and adequate to discharge the Company's obligations for claims incurred but unpaid as of December 31.

Goodwill

The excess cost of acquired subsidiaries over the sum of amounts assigned to identifiable assets at acquisition, less liabilities assumed, is recorded as goodwill. Generally, goodwill is amortized using the straight-line method over forty years.

Survivor Dimensions   			76

Southland Life Insurance Company

Notes to Financial Statements (continued)

1. Significant Accounting Policies (continued)

Present Value of Future Profits

The present value of future profits (PVFP) represents the profits to be realized from future premiums on insurance in-force (at the date of acquisition) from businesses acquired. The PVFP arises from the acquisition of the Company by America Life.

The PVFP is being amortized over the years that it is anticipated such profits will be received. In general, this value is determined using the same assumptions applied to compute benefit reserves and deferred policy acquisition costs, discounted to provide an appropriate rate of return. Interest for traditional life business is accrued at a rate of 7.75% and 7.93% in 1999 and 1998, respectively, grading down to 6% over the next 12 years. Interest for universal life business is amortized based on the credited rate.

An analysis of the PVFP for the years ended December 31 follows:

	1999	1998	1997
	(In Thousands)
Balance at beginning of year	$ 59,628	$64,363	$ 72,345
Interest accrued on unamortized balance	4,817	5,289	6,145
Amortization	(11,097)	(9,983)	(15,618)
FAS 115 adjustment	9,512	(41)	1,491
Balance at end of year	$ 62,860	$59,628	$ 64,363

Survivor Dimensions   			77

Southland Life Insurance Company

Notes to Financial Statements (continued)

1. Significant Accounting Policies (continued)

Present Value of Future Profits (continued)

The estimated amount of amortization during each of the next five years is shown below:

	Amortization of PVFP
	(In Thousands)
2000	$8,498
2001	6,956
2002	6,353
2003	5,760
2004	5,433

Federal Income Taxes

Deferred federal income taxes have been provided or credited to reflect significant temporary differences between income reported for tax and financial reporting purposes using reasonable assumptions.

Cash Flow Information

Cash includes cash on hand and demand deposits.

Reclassifications

Certain amounts in the 1997 and 1998 financial statements have been reclassified to conform to the 1999 presentation.

Survivor Dimensions   			78

Southland Life Insurance Company

Notes to Financial Statements (continued)

2. Fair Values of Financial Instruments

The carrying amounts and fair values of the Company's financial instruments at December 31, 1999 and 1998 are summarized below:

	December 31, 1999		December 31, 1998
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
	(In Thousands)		(In Thousands)
Assets
Fixed maturities:
Available-for-sale	$1,280,301	$1,280,301	$1,186,813	$1,186,813
Equity securities	8,926	8,926	6,503	6,503
Mortgage loans on real estate	381,082	378,086	341,673	370,736
Real estate	1,300	1,300	-	-
Policy loans	88,847	77,654	87,904	83,855
Short-term investments	30,079	30,079	-	-
Liabilities
Supplemental contracts without life contingencies	866	866	1,079	1,079
Other policyholder funds left on deposit	3,272	3,272	3,471	3,471
Individual annuities, net of reinsurance	13,674	13,564	15,447	15,286

The following methods and assumptions were used by the Company in estimating the fair value disclosures for financial instruments:     

Fixed Maturities, Equity Securities and Short-Term Investments: The fair values for fixed maturities (including redeemable preferred stocks) are based on quoted market prices, where available. For fixed maturities not actively traded, fair values are estimated using values obtained from independent pricing services or, in the case of private placements and collateralized mortgage obligations and other mortgage derivative investments, are estimated by discounting expected future cash flows using a current market rate applicable to the yield, credit quality, and maturity of the investments. The fair values of equity securities are based on quoted market prices. The fair values of short-term investments approximate the carrying amount of such assets.

Survivor Dimensions   			79

Southland Life Insurance Company

Notes to Financial Statements (continued)

2. Fair Values of Financial Instruments (continued)

Mortgage Loans on Real Estate: Estimated fair values for commercial real estate loans are generated using a discounted cash flow approach. Loans in good standing are discounted using interest rates determined by U.S. Treasury yields at December 31 and spreads required on new loans with similar characteristics. The amortizing features of all loans are incorporated in the valuation. Where data on option features is available, option values are determined using a binomial valuation method and are incorporated into the mortgage valuation. Restructured loans are valued in the same manner; however, these are discounted at a greater spread to reflect increased risk. Fair values for residential loans are based on discounted cash flows and approximate carrying value.

Policy Loans: The fair values for policy loans are estimated by discounting cash flows at the interest rates charged on policy loans of similar policies currently being issued. Loans with similar characteristics are aggregated for purposes of the calculations.

Derivative Financial Instruments: Fair values for on-balance-sheet derivative financial instruments (swaps hedging fixed maturities) are based on broker/dealer valuations or on internal discounted cash flow pricing models taking into account current cash flow assumptions and the counterparties' credit standing. Swaps with a fair value of $(38,000) at December 31, 1999 and $1,219,000 at December 31, 1998 represent asset hedges and are reported as a component of fixed maturity securities on the accompanying balance sheets.

Other Investment-Type Insurance Contracts: The fair values of the Company's deferred annuity contracts and supplemental contracts without life contingencies are estimated based on the cash surrender value. The carrying values of other liabilities including immediate annuities, dividend accumulations, and premium deposits approximate their fair values.

Survivor Dimensions   			80

Southland Life Insurance Company

Notes to Financial Statements (continued)

3. Investments

The amortized cost and estimated fair value of investments in fixed maturities and equity securities are as follows at December 31, 1999:

	Cost or Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Estimated Fair Value
	(In Thousands)
Available-for-sale:
U.S. Treasury securities and                   obligations of U.S. Government                   corporations and agencies	$ 42,638	$ 297	$ 3,072	$ 39,863
States, municipalities and political                   subdivisions	8,528	24	9	8,543
Public utilities securities	82,057	1,417	5,605	77,869
Corporate securities	485,210	7,526	24,426	468,310
Mortgage-backed securities	478,721	742	25,572	453,891
Other asset-backed securities	240,898	1,460	10,495	231,863
Derivatives hedging fixed maturities	-	-	38	(38)
Total fixed maturities	1,338,052	11,466	69,217	1,280,301
Equity securities	8,529	426	29	8,926
Total	$1,346,581	$11,892	$69,246	$1,289,227

Survivor Dimensions   			81

Southland Life Insurance Company

Notes to Financial Statements (continued)

3. Investments (continued)

The amortized cost and estimated fair value of investments in fixed maturities and equity securities are as follows at December 31, 1998:

	Cost or Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Estimated Fair Value
	(In Thousands)
Available-for-sale:
U.S. Treasury securities and                   obligations of U.S. Government                   corporations and agencies	$ 48,127	$ 1,944	$ 113	$ 49,958
States, municipalities and political                   subdivisions	7,589	943	- -	8,532
Public utilities securities	39,712	1,572	444	40,840
Corporate securities	516,585	32,408	7,060	541,933
Mortgage-backed securities	308,710	10,582	1,895	317,397
Other asset-backed securities	219,760	7,760	586	226,934
Derivatives hedging fixed maturities	-	1,232	13	1,219
Total fixed maturities	1,140,483	56,441	10,111	1,186,813
Equity securities	5,941	767	205	6,503
Total	$1,146,424	$ 57,208	$ 10,316	$1,193,316

Survivor Dimensions   			82

Southland Life Insurance Company

Notes to Financial Statements (continued)

3. Investments (continued)

The amortized cost and estimated fair value of debt securities by contractual maturity and marketable equity securities at December 31, 1999 are shown in the following table. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Cost or Amortized Cost	Estimated Fair Value
	(In Thousands)
Available-for-sale:
Due in one year or less	$ 2,872	$ 2,889
Due after one year through five years	91,371	92,889
Due after five years through ten years	274,997	264,698
Due after ten years	249,193	234,071
	618,433	594,547
Mortgage-backed securities	478,721	453,891
Other asset-backed securities	240,898	231,863
Equity securities	8,529	8,926
Total available-for-sale	$1,346,581	$1,289,227

Survivor Dimensions   			83

Southland Life Insurance Company

Notes to Financial Statements (continued)

3. Investments (continued)

Changes in unrealized gains (losses) on investments in available-for-sale securities for the years ended December 31, 1999 and 1998 are summarized as follows:

	December 31, 1999
	Fixed	Equity	Total
	(In Thousands)
Gross unrealized gains	$ 11,466	$ 426	$ 11,892
Gross unrealized losses	(69,217)	(29)	(69,246)
Net unrealized gains	(57,751)	397	(57,354)
Deferred income tax benefit (expense)	20,212	(139)	20,073
Net unrealized (losses) gains after taxes	(37,539)	258	(37,281)
Less:
Balance at beginning of year	30,114	365	30,479
Change in net unrealized (losses) gains	$(67,653)	$(107)	$(67,760)

	December 31, 1998
	Fixed	Equity	Total
	(In Thousands)
Gross unrealized gains	$56,441	$ 767	$57,208
Gross unrealized losses	(10,111)	(205)	(10,316)
Net unrealized gains	46,330	562	46,892
Deferred income tax expense	(16,216)	(197)	(16,413)
Net unrealized gains after taxes	30,114	365	30,479
Less:
Balance at beginning of year	32,247	83	32,330
Change in net unrealized gains	$(2,133)	$ 282	$(1,851)

Survivor Dimensions   			84

Southland Life Insurance Company

Notes to Financial Statements (continued)

3. Investments (continued)

As part of its overall investment management strategy, the Company has outstanding purchase commitments of $41,351,000 and $31,242,000 in 1999 and 1998, respectively. These commitments were settled in January 2000 and 1999, respectively.

Major categories of investment income for the years ended December 31 are summarized as follows:

	1999	1998	1997
	(In Thousands)
Fixed maturities	$ 92,897	$81,350	$ 75,326
Equity securities	33	236	29
Mortgage loans on real estate	30,539	29,000	30,454
Policy loans	5,216	5,200	5,232
Short-term investments	582	165	615
Other investments	238	358	(970)
	129,505	116,309	110,686
Investment expenses	(4,881)	(4,901)	(3,123)
Net investment income	$124,624	$111,408	$107,563

Net realized gains (losses) on investments for the years ended December 31 are summarized as follows:

	1999	1998	1997
	(In Thousands)
Fixed maturities	$(6,419)	$16,235	$19,881
Equity securities	1,120	310	81
Mortgage loans and other	222	2,357	1,177
Fixed maturities transferred to parent company in 1995	- -	394	4,155
Net realized (losses) gains on investments	$(5,077)	$19,296	$25,294

Survivor Dimensions   			85

Southland Life Insurance Company

Notes to Financial Statements (continued)

3. Investments (continued)

The above realized (losses) gains for fixed maturities and equity securities are shown net of related tax (benefit) expense of $(1,855,000), $5,929,000 and $8,441,000 for 1999, 1998 and 1997, respectively. As these (losses) gains were realized, they were reclassified from "Accumulated other comprehensive income" included in stockholder's equity to "Net realized (losses) gains on investments" in the accompanying Statements of Income.

During 1999, 1998 and 1997, debt and marketable equity securities available-for-sale were sold with a fair value at the date of sale of $523,200,000, $1,937,306,000 and $608,411,000, respectively. Gross gains of $6,488,000, $26,416,000 and $23,870,000 and gross losses of $11,787,000, $9,871,000 and $3,908,000 were realized on those sales in 1999, 1998 and 1997, respectively.

4. Derivative Financial Instruments Held for Purposes Other Than Trading

The Company enters into interest rate contracts to reduce and manage interest rate risk associated with individual assets and liabilities and its overall aggregate portfolio.

Interest rate swap agreements generally involve the exchange of fixed and floating interest payments over the life of the agreement without an exchange of the underlying principal amount. The differential to be paid or received is accrued as interest rates change and is recognized as an adjustment to interest expense or income. The related amount payable to or receivable from counterparties is included in other liabilities or assets.

The Company manages the potential credit exposure from interest rate contracts through careful evaluation of the counterparty credit standing and master netting agreements. The Company is exposed to credit loss in the event of nonperformance by counterparties on interest rate contracts; however, the Company does not anticipate nonperformance by any of these counterparties. The amount of such exposure is generally the unrealized gains in such contracts.

Survivor Dimensions   			86

Southland Life Insurance Company

Notes to Financial Statements (continued)

4. Derivative Financial Instruments Held for Purposes Other Than Trading (continued)

The table below summarizes the Company's interest rate contracts at December 31, 1999 and 1998:

	December 31, 1999
	Notional Amount	Amortized Cost	Fair Value	Book Value
	(In Thousands)
Interest rate contracts:
Swaps	$25,330	$ -	$ (38)	$ (38)
Total swaps	$25,330	$ -	$ (38)	$ (38)

	December 31, 1998
	Notional Amount	Amortized Cost	Fair Value	Book Value
	(In Thousands)
Interest rate contracts:
Swaps	$28,000	$ -	$1,232	$1,232
Swaps-affiliates	2,000	-	(13)	(13)
Total swaps	$30,000	$ -	$1,219	$1,219

Survivor Dimensions   			87

Southland Life Insurance Company

Notes to Financial Statements (continued)

5. Concentrations of Risk

At December 31, 1999, the Company held $122,791,000 in below-investment-grade bonds classified as available-for-sale. These holdings amounted to 9.6% of the Company's investment in bonds and 5% of total assets. The holdings of below-investment-grade bonds are widely diversified and of satisfactory quality based on the Company's investment policies and credit standards.

At December 31, 1999, the Company's commercial mortgages involved a concentration of properties located in Florida (15%), Texas (10%) and Pennsylvania (9%). The remaining commercial mortgages relate to properties located in 25 other states. The portfolio is well diversified, covering many different types of income-producing properties on which the Company has first mortgage liens. The maximum mortgage outstanding on any individual property is $7,501,000.

The Company also has a concentration of direct premium income in California (15%) and Pennsylvania (10%) for the year ended December 31, 1999.

6. Employee Benefit Plans

The Company does not sponsor an employee retirement plan. Home office and field office services are provided to the Company by employees of Life Insurance Company of Georgia (Life of Georgia), an affiliated insurer. The Company reimburses Life of Georgia for the actual cost of salaries and fringe benefits of employees utilized in providing administrative services to the Company.

The Company does not sponsor a deferred compensation plan, but reimburses Life of Georgia for the actual cost of fringe benefits for employees providing administrative services to the Company. The Company has an unfunded noncontributory, nonqualified deferred compensation plan covering certain agents in the General Agency Sales Division.

Survivor Dimensions   			88

Southland Life Insurance Company

Notes to Financial Statements (continued)

7. Reinsurance

The Company is involved in both ceded and assumed reinsurance with other companies for the purpose of diversifying risk and limiting exposure on larger risks. Substantially all of the guaranteed investment contracts and the associated prepaid reinsurance premiums are ceded under a reinsurance agreement with an affiliate. As of December 31, 1999, the Company's retention limit for acceptance of risk on life insurance policies had been set at various levels up to $250,000. Reinsurance premiums, commissions, expense reimbursements, and reserves related to reinsured business are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contacts.

To the extent that the assuming companies become unable to meet their obligations under these treaties, the Company remains liable to its policyholders for the portion reinsured. Consequently, allowances are established for amounts deemed uncollectible. To minimize its exposure to significant losses from reinsurer insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurer.

The carrying values of amounts recoverable from reinsurers approximate their fair value.

Survivor Dimensions   			89

Southland Life Insurance Company

Notes to Financial Statements (continued)

7. Reinsurance (continued)

Additional information regarding the Company's reinsurance activity for the years ended December 31, 1999, 1998 and 1997 is as follows:

Additional information regarding the Company's reinsurance activity for the years ended December 31, 1999, 1998 and 1997 is as follows:

	Gross Amount	Ceded to Other Companies	Assumed from Other Companies	Net Amount	Percentage of Amount Assumed to Net
	(In Thousands)
1999
Life insurance in force	$30,169,561	$14,359,593	$1,301	$15,811,269	nil
Premiums:
Life insurance	$ 38,397	$18,557	$ -	$19,840	nil
Health insurance	80,470	43,014	-	37,456	nil
Total premiums	$118,867	$61,571	$ -	$57,296	nil
1998
Life insurance in force	$28,581,594	$8,681,450	$507	$19,900,651	nil
Premiums:
Life insurance	$36,383	$13,779	$13	$22,616	0.06%
Health insurance	68,947	38,599	384	30,732	1.25%
Total premiums	$105,330	$52,378	$397	$53,348	0.74%
1997
Life insurance in force	$22,777,781	$6,764,447	$529	$16,013,863	nil
Premiums:
Life insurance	$32,304	$11,715	$ 18	$20,607	0.09%
Health insurance	69,997	49,388	552	21,161	2.61%
Total premiums	$102,301	$61,103	$570	$41,768	1.36%

Survivor Dimensions   			90

Southland Life Insurance Company

Notes to Financial Statements (continued)

8. Income Taxes

The Company files a consolidated federal income tax return with America Life's parent, ING America Insurance Holdings, Inc., a Delaware Corporation, and other US affiliates and subsidiaries. The Company's federal income tax return is consolidated with the following entities: ING America Insurance Holdings, Inc., ING North America Insurance Corporation, First Columbine Life Insurance Company, Security Life of Denver Insurance Company and its subsidiaries, ING Investment Management, Inc. and ING America Life Corporation and its subsidiaries.

The method of tax allocation is governed by a written tax sharing agreement which was revised effective January 1, 1996. The tax sharing agreement provides that each member of the consolidated return shall reimburse ING America Insurance Holdings, Inc. for its respective share of the consolidated federal income tax liability for each taxable year subject to the tax sharing agreement.

The current tax liability of $1,017,000 at December 31, 1999 and current tax receivable of $6,598,000 at December 31, 1998 are payable to and due from, respectively, America Life under the terms of the tax sharing agreement.

Survivor Dimensions   			91

Southland Life Insurance Company

Notes to Financial Statements (continued)

8. Income Taxes (continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows:

	December 31
	1999	1998
	(In Thousands)
Deferred income tax liability:
Deferred policy acquisition costs	$66,596	$48,056
PVFP	22,001	20,869
Unrealized investment gains and losses	-	17,352
Bond/mortgage loans market discount	238	132
Other reserves	(292)	(202)
Total deferred income tax liability	88,543	86,207
Deferred income tax asset:
Unrealized investment gains and losses	20,102	-
Benefit reserves	56,791	44,539
Other assets	15,706	10,243
Total deferred income tax asset	92,599	54,872
Net deferred income tax asset (liability)	$ 4,056	$(31,425)

Survivor Dimensions   			92

Southland Life Insurance Company

Notes to Financial Statements (continued)

8. Income Taxes (continued)

A reconciliation of the income tax attributable to continuing operations computed at U.S. federal statutory tax rates to the income tax expense included in the accompanying statements of income follows:

	Year ended December 31
	1999	1998	1997
Statutory federal income tax rate	35.0%	35.0%	35.0%
Goodwill	2.0	1.4	.6
Other items, net	.4	.1	.3
Effective tax rate	37.4%	36.5%	35.9%

The components of federal income tax expense consist of the following:

	Year ended December 31
	1999	1998	1997
	(In Thousands)
Current	$          23,858	$27,757	$20,675
Deferred	(13,972)	(13,460)	1,804
Federal income tax expense	$          9,886	$14,297	$22,479

     

The Company made net income tax payments of $16,243,000 during 1999, $36,621,000 during 1998, and $18,359,000 during 1997 for current income taxes and settlements of prior year returns.

9. Statutory Accounting Information and Practices

Statutory capital and surplus was $92,107,000 and $82,946,000 at December 31, 1999 and 1998, respectively. Statutory net income was $8,163,000, $18,073,000 and $38,211,000, for the years ended December 31, 1999, 1998 and 1997, respectively.

Survivor Dimensions   			93

Southland Life Insurance Company

Notes to Financial Statements (continued)

9. Statutory Accounting Information and Practices (continued)

The Company exceeded its minimum statutory capital and surplus requirements at December 31, 1999. Additionally, the amount of dividends which can be paid by the Company to its stockholder without prior approval of the state insurance department is generally limited to the greater of 10% of statutory capital and surplus or the statutory net gain from operations.

The Company's statutory-basis financial statements are prepared in accordance with accounting practices prescribed or permitted by the Texas Insurance Department. Currently, "prescribed" statutory accounting practices are interspersed throughout state insurance laws and regulations, the NAIC's Accounting Practices and Procedures Manual and a variety of other NAIC publications. "Permitted" statutory accounting practices encompass all accounting practices that are not prescribed; such practices may differ from state to state, may differ from company to company within a state, and may change in the future.

In 1998, the NAIC adopted codified statutory accounting principles ("Codification") effective January 1, 2001. Codification will likely change, to some extent, prescribed statutory accounting practices and may result in changes to the accounting practices that the Company uses to prepare its statutory-basis financial statements. Codification will require adoption by the various states before it becomes the prescribed statutory basis of accounting for insurance companies domesticated within those states. Accordingly, before Codification becomes effective for the Company, the state of Texas must adopt Codification as the prescribed basis of accounting on which domestic insurers must report their statutory-basis results to the Insurance Department. At this time it is anticipated that Texas will adopt Codification effective January 1, 2001. Management believes that the impact of Codification will not be material to the Company's statutory-basis financial statements.

The NAIC has established certain Risk-Based Capital (RBC) requirements for life/health insurance companies. The NAIC RBC formula attempts to measure the risk profile of insurance companies in relation to actual capitalization levels. The Company exceeded the NAIC RBC minimum requirements for 1999 and 1998.

At December 31, 1999 and 1998, bonds with an amortized cost of $9,376,000 and $9,468,000, respectively, were on deposit with various state insurance departments to meet regulatory requirements.

Survivor Dimensions   			94

Southland Life Insurance Company

Notes to Financial Statements (continued)

10. Commitments and Contingent Liabilities

The Company is assessed amounts by state guaranty funds to cover losses to policyholders of insolvent or rehabilitated insurance companies. Those mandatory assessments may be partially recovered through a reduction in future premium taxes in certain states. The Company has accrued for those assessments net of anticipated future premium tax deductions.

The Company established an accrued liability of approximately $12,000,000 as of December 31, 1999 and 1998, respectively, related to certain potential litigation. The Company will vigorously defend its position in these cases.

11. Service Agreement with Affiliate

The Company has a service agreement with Life of Georgia whereby this affiliate provides personnel, certain services and facilities for the conduct of the Company's operations in return for payment representing the costs incurred in providing such services and facilities. Substantially all insurance operating expenses and employment taxes are incurred under the terms of this service agreement. During 1999, 1998 and 1997, the Company reimbursed Life of Georgia $47,258,000, $32,353,000 and $26,627,000, respectively, under this agreement. The Company has a payable to Life of Georgia of $19,702,000 and $15,510,000 at December 31, 1999 and 1998, respectively, related to this agreement. This payable is included within indebtedness to related parties in the accompanying balance sheets.

12. Financing Arrangements

The Company has a revolving line of credit totaling $100,000,000, which matures 30 days from the date of advancement. This line of credit expires July 31, 2000. Interest rates on these borrowings are tied to the bank's cost of funds rate plus .25%. There were no outstanding borrowings under this agreement at December 31, 1999 and 1998.

Survivor Dimensions   			95

Southland Life Insurance Company

Notes to Financial Statements (continued)

13. Separate Accounts

Separate account assets and liabilities represent funds segregated by the Company for the benefit of certain policyholders who bear the investment risk. The separate account assets and liabilities are carried at fair value. Revenues and expenses on the separate account assets and related liabilities equal the benefits paid to the separate account policyholders and are excluded from the amounts reported in the accompanying statements of income except for fees charged for administration services and mortality risk.

14. Impact of Year 2000 (Unaudited)

The Company utilizes data processing systems in the administration of the insurance and financial service products that it markets. Most of the Company's data processing systems have required modifications to enable them to process dates including the year 2000 and beyond. The Company converted, tested for Year 2000 compliance and put into production all of its core business applications prior to December 31, 1999. Through the end of March 2000, the Company has not experienced any Year 2000 related business operation problems. The Company conducts business with a multitude of business entities whose ability to comply with Year 2000 systems issues may affect the business operations of the Company. The Company has made an effort to determine whether such entities have adequate plans for Year 2000 compliance, and the Company is not aware of any instances where a key supplier or vendor is not compliant. The Company does not have the ability to assure with any certainty the compliance capacity of all third parties, and there can be no assurance that failure of such third parties to complete adequate preparations in a timely manner, and any resulting system interruption or other consequences, would not have an adverse effect, directly or indirectly, on the Company's operations.

The Company has incurred most of the costs of the Year 2000 effort primarily from the testing and remediation of administrative systems. These systems support the administration of the Company and its affiliates. Therefore, the combined costs would represent substantially all of Year 2000 costs, which will be shared by the Company and its affiliates. Combined costs were approximately $19.4 million and $8.1 million in 1999 and 1998, respectively.

Survivor Dimensions   			96

Financial Statements

Southland Separate Account L1
of Southland Life Insurance Company

Years ended December 31, 1999, 1998 and 1997
with Report of Independent Auditors

Survivor Dimensions   			97

Southland Separate Account L1

Financial Statements

Years ended December 31, 1999, 1998 and 1997

Contents

Report of Independent Auditors     99

Audited Financial Statements

Statement of Net Assets     100
Statement of Operations     105
Statement of Changes in Net Assets     120
Notes to Financial Statements      135

Survivor Dimensions   			98

Report of Independent Auditors

Policyholders
Southland Separate Account L1 of
   Southland Life Insurance Company

We have audited the accompanying statement of net assets of Southland Separate Account L1 of Southland Life Insurance Company (comprising, respectively, the Alger American Fund (comprising the American Small Capitalization, American MidCap Growth, American Growth and American Leveraged AllCap Sub-Accounts) ("Alger"), the Fidelity Variable Insurance Products Fund and Variable Insurance Products Fund II (comprising the Asset Manager, Growth, Overseas, Money Market, Index 500, Equity-Income, High Income, Contrafund, and Investment Grade Bond Sub-Accounts) ("VIP and VIP II"), the INVESCO Variable Investment Funds, Inc. (comprising the Equity Income and Utilities Sub-Accounts) ("INVESCO") and the Janus Aspen Series (comprising the Growth, Aggressive Growth, Worldwide Growth, International Growth and Balanced Sub-Accounts) ("Janus")) as of December 31, 1999, and the related statements of operations and changes in net assets for each of the three years in the period then ended. 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 auditing standards generally accepted in the United States. Those 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. Our procedures included confirmation of securities owned as of December 31, 1999, by correspondence with the transfer agents. 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southland Separate Account L1 at December 31, 1999, and the results of its operations and the changes in its net assets for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States.

     /s/ Ernst & Young LLP

April 7, 2000

Survivor Dimensions   			99

Southland Separate Account L1

Statement of Net Assets

December 31, 1999

	Total All Sub-Accounts	Total Alger	Total VIP & VIP II	Total INVESCO	Total Janus
Assets
Investments in mutual funds at market value (Note C)	$63,122,241	$11,117,650	$26,303,077	$1,983,267	$23,718,247
Total assets	63,122,241	11,117,650	26,303,077	1,983,267	23,718,247
Liabilities
Due to (from) Southland Life Insurance Company	(496,172)	(106,769)	(132,655)	(15,773)	(240,975)
Total liabilities	(496,172)	(106,769)	(132,655)	(15,773)	(240,975)
Net assets	$63,618,413	$11,224,419	$26,435,732	$1,999,040	$23,959,222
Policyholder reserves
Reserve for policyholders (Note B)	$63,618,413	$11,224,419	$26,435,732	$1,999,040	$23,959,222
Total policyholder reserves	$63,618,413	$11,224,419	$26,435,732	$1,999,040	$23,959,222

See accompanying notes.

Survivor Dimensions   			100

Southland Separate Account L1

Statement of Net Assets (continued)

December 31, 1999

	ALGER
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Assets
Investments in mutual funds at market value (Note C)	$11,117,650	$1,911,189	$1,834,565	$4,479,872	$2,892,024
Total assets	11,117,650	1,911,189	1,834,565	4,479,872	2,892,024
Liabilities
Due to (from) Southland Life Insurance Company	(106,769)	(10,871)	(17,578)	(32,719)	(45,601)
Total liabilities	(106,769)	(10,871)	(17,578)	(32,719)	(45,601)
Net assets	$11,224,419	$1,922,060	$1,852,143	$4,512,591	$2,937,625
Policyholder reserves
Reserves for policyholders (Note B)	$11,224,419	$1,922,060	$1,852,143	$4,512,591	$2,937,625
Total policyholder reserves	$11,224,419	$1,922,060	$1,852,143	$4,512,591	$2,937,625
Number of sub-account units outstanding (Note G)		110,112.068	94,491.630	180,584.939	89,361.549
Net value per sub-account unit		$ 17.46	$ 19.60	$ 24.99	$ 32.87

See accompanying notes.

Survivor Dimensions   			101

Southland Separate Account L1

Statement of Net Assets (continued)

December 31, 1999

	VIP & VIP II
	Total VIP & VIP II	Asset Manager	Growth	Overseas	Money Market	Index 500	Equity- Income	High Income	Contrafund	Investment Grade Bond
Assets
Investments in mutual funds at market value (Note C)	$26,303,077	$892,055	$3,045,618	$478,206	$5,047,949	$6,560,134	$2,511,928	$1,044,297	$5,994,815	$728,075
Total assets	26,303,077	892,055	3,045,618	478,206	5,047,949	6,560,134	2,511,928	1,044,297	5,994,815	728,075
Liabilities
Due to (from) Southland Life Insurance Company	(132,655)	(3,596)	(21,850)	(2,238)	7,231	(30,282)	(14,371)	(2,430)	(64,271)	(848)
Total liabilities	(132,655)	(3,596)	(21,850)	(2,238)	7,231	(30,282)	(14,371)	(2,430)	(64,271)	(848)
Net assets	$26,435,732	$895,651	$3,067,468	$480,444	$5,040,718	$6,590,416	$2,526,299	$1,046,727	$6,059,086	$728,923
Policyholder reserves
Reserves for policyholders (Note B)	$26,435,732	$895,651	$3,067,468	$480,444	$5,040,718	$6,590,416	$2,526,299	$1,046,727	$6,059,086	$728,923
Total policyholder reserves	$26,435,732	$895,651	$3,067,468	$480,444	$5,040,718	$6,590,416	$2,526,299	$1,046,727	$6,059,086	$728,923
Number of sub-account units outstanding (Note G)		56,593.361	130,727.111	26,346.246	437,725.752	306,237.103	160,901.817	86,751.174	286,899.898	62,273.753
Net value per sub-account unit		$ 15.83	$ 23.46	$ 18.24	$ 11.52	$ 21.52	$ 15.70	$ 12.07	$ 21.12	$ 11.71

See accompanying notes.

Survivor Dimensions   			102

Southland Separate Account L1

Statement of Net Assets (continued)

December 31, 1999

	INVESCO
	Total INVESCO	Equity Income	Utilities
Assets
Investments in mutual funds at market value (Note C )	$1,983,267	$1,195,629	$787,638
Total assets	1,983,267	1,195,629	787,638
Liabilities
Due to (from) Southland Life Insurance Company	(15,773)	(14,700)	(1,073)
Total liabilities	(15,773)	(14,700)	(1,073)
Net assets	$1,999,040	$1,210,329	$788,711
Policyholder reserves
Reserves for policyholders (Note B)	$1,999,040	$1,210,329	$788,711
Total policyholder reserves	$1,999,040	$1,210,329	$788,711
Number of sub-account units outstanding (Note G)		74,079.617	41,629.587
Net value per sub-account unit		$ 16.34	$ 18.95

See accompanying notes.

Survivor Dimensions   			103

Southland Separate Account L1

Statement of Net Assets (continued)

December 31, 1999

	JANUS
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth	Balanced
Assets
Investments in mutual funds at market value (Note C)	$23,718,247	$3,978,416	$5,047,050	$5,264,566	$2,816,075	$6,612,140
Total assets	23,718,247	3,978,416	5,047,050	5,264,566	2,816,075	6,612,140
Liabilities
Due to (from) Southland Life Insurance Company	(240,975)	(28,418)	(71,342)	(59,184)	(24,608)	(57,423)
Total liabilities	(240,975)	(28,418)	(71,342)	(59,184)	(24,608)	(57,423)
Net assets	$23,959,222	$4,006,834	$5,118,392	$5,323,750	$2,840,683	$6,669,563
Policyholder reserves
Reserves for policyholders (Note B)	$23,959,222	$4,006,834	$5,118,392	$5,323,750	$2,840,683	$6,669,563
Total policyholder reserves	$23,959,222	$4,006,834	$5,118,392	$5,323,750	$2,840,683	$6,669,563
Number of sub-account units outstanding (Note G)		168,076.782	159,640.347	201,891.184	108,181.477	320,650.834
Net value per sub-account unit		$ 23.84	$ 32.06	$ 26.37	$ 26.26	$ 20.80

See accompanying notes.

Survivor Dimensions   			104

Southland Separate Account L1

Statement of Operations

Year Ended December 31, 1999

	Total All Sub-Accounts	Total Alger	Total VIP & VIP II	Total INVESCO	Total Janus
Investment income
Dividends from mutual funds	$ 1,567,924	$ 613,278	$ 679,599	$ 48,867	$ 226,180
Less valuation period deductions (Note B)	364,009	61,138	160,168	13,093	129,610
Net investment income (loss)	1,203,915	552,140	519,431	35,774	96,570
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	3,389,427	493,102	202,589	31,203	2,662,533
Net unrealized gains (losses) on investments	9,438,576	1,839,516	2,205,232	157,735	5,236,093
Net realized and unrealized gains (losses)
on investments	12,828,003	2,332,618	2,407,821	188,938	7,898,626
Net increase (decrease) in net assets
resulting from operations	$14,031,918	$2,884,758	$2,927,252	$224,712	$7,995,196

See accompanying notes.

Survivor Dimensions   			105

Southland Separate Account L1

Statement of Operations (continued)

Year Ended December 31, 1999

			ALGER
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment income
Dividends from mutual funds	$ 613,278	$142,584	$163,687	$239,881	$ 67,126
Less valuation period deductions (Note B)	61,138	11,332	11,010	26,013	12,783
Net investment income (loss)	552,140	131,252	152,677	213,868	54,343
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	493,102	1,868	22,744	219,461	249,029
Net unrealized gains (losses) on investments	1,839,516	407,699	229,004	479,515	723,298
Net realized and unrealized gains (losses)
on investments	2,332,618	409,567	251,748	698,976	972,327
Net increase (decrease) in net assets
resulting from operations	$2,884,758	$540,819	$404,425	$912,844	$1,026,670

See accompanying notes.

Survivor Dimensions   			106

Southland Separate Account L1

Statement of Operations (continued)

Year Ended December 31, 1999

	VIP & VIP II
	Total VIP & VIP II	Asset Manager	Growth	Overseas	Money Market	Index 500	Equity- Income	High Income	Contrafund	Investment Grade Bond
Investment income
Dividends from mutual funds	$ 679,599	$46,234	$139,663	$ 9,084	$145,790	$ 52,477	$77,765	$66,122	$118,908	$ 23,556
Less valuation period deductions (Note B)	160,168	6,250	16,898	2,665	26,430	40,684	17,870	8,228	35,858	5,285
Net investment income (loss)	519,431	39,984	122,765	6,419	119,360	11,793	59,895	57,894	83,050	18,271
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	202,589	4,860	34,293	2,960	-	65,194	19,680	(37,455)	118,307	(5,250)
Net unrealized gains (losses) on investments	2,205,232	26,606	507,468	112,027	-	782,740	9,883	27,846	762,007	(23,345)
Net realized and unrealized gains (losses)
on investments	2,407,821	31,466	541,761	114,987	-	847,934	29,563	(9,609)	880,314	(28,595)
Net increase (decrease) in net assets
resulting from operations	$2,927,252	$71,450	$664,526	$121,406	$119,360	$859,727	$89,458	$48,285	$963,364	$(10,324)

See accompanying notes.

Survivor Dimensions   			107

Southland Separate Account L1

Statement of Operations (continued)

Year Ended December 31, 1999

	INVESCO
	Total INVESCO	Equity Income	Utilities
Investment income
Dividends from mutual funds	$ 48,867	$ 42,139	$ 6,728
Less valuation period deductions (Note B)	13,093	8,847	4,246
Net investment income (loss)	35,774	33,292	2,482
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments	31,203	19,906	11,297
Net unrealized gains (losses) on investments	157,735	91,686	66,049
Net realized and unrealized gains (losses)
on investments	188,938	111,592	77,346
Net increase (decrease) in net assets resulting from operations	$224,712	$144,884	$79,828

See accompanying notes.

Survivor Dimensions   			108

Southland Separate Account L1

Statement of Operations (continued)

Year Ended December 31, 1999

	JANUS
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth	Balanced
Investment income
Dividends from mutual funds	$ 226,180	$ 18,383	$ 74,622	$ 6,047	$ 4,512	$ 122,616
Less valuation period deductions (Note B)	129,610	21,873	21,939	29,897	16,037	39,864
Net investment income (loss)	96,570	(3,490)	52,683	(23,850)	(11,525)	82,752
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	2,662,533	248,417	1,836,755	147,241	179,464	250,656
Net unrealized gains (losses) on investments	5,236,093	758,550	757,939	1,825,033	1,137,882	756,689
Net realized and unrealized gains (losses)
on investments	7,898,626	1,006,967	2,594,694	1,972,274	1,317,346	1,007,345
Net increase (decrease) in net assets
resulting from operations	$7,995,196	$1,003,477	$2,647,377	$1,948,424	$1,305,821	$1,090,097

See accompanying notes.

Survivor Dimensions   			109

Southland Separate Account L1

Statement of Operations

Year ended December 31, 1998

	Total All Sub-Accounts	Total Alger	Total VIP & VIP II	Total INVESCO	Total Janus
Investment income
Dividends from mutual funds	$ 626,404	$179,195	$ 252,170	$37,292	$ 157,747
Less valuation period deductions (Note B)	119,686	17,962	61,507	4,011	36,206
Net investment income (loss)	506,718	161,233	190,663	33,281	121,541
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	127,820	25,905	31,103	5,430	65,382
Net unrealized gains (losses) on investments	2,657,680	642,532	1,033,851	41,691	939,606
Net realized and unrealized gains (losses)
on investments	2,785,500	668,437	1,064,954	47,121	1,004,988
Net increase (decrease) in net assets
resulting from operations	$3,292,218	$829,670	$1,255,617	$80,402	$1,126,529

See accompanying notes.

Survivor Dimensions   			110

Southland Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

			ALGER
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment income
Dividends from mutual funds	$179,195	$50,067	$ 30,380	$ 87,268	$ 11,480
Less valuation period deductions (Note B)	17,962	4,045	4,033	6,878	3,006
Net investment income (loss)	161,233	46,022	26,347	80,390	8,474
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	25,905	2,686	9,274	6,653	7,292
Net unrealized gains (losses) on investments	642,532	49,565	120,660	303,561	168,746
Net realized and unrealized gains (losses)
on investments	668,437	52,251	129,934	310,214	176,038
Net increase (decrease) in net assets
resulting from operations	$829,670	$98,273	$156,281	$390,604	$184,512

See accompanying notes.

Survivor Dimensions   			111

Southland Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	VIP & VIP II
	Total VIP & VIP II	Asset Manager	Growth	Overseas	Money Market	Index 500	Equity- Income	High Income	Contrafund	Investment Grade Bond
Investment income
Dividends from mutual funds	$ 252,170	$15,561	$ 37,137	$ 3,617	$104,324	$ 17,011	$ 23,486	$ 16,684	$ 30,389	$ 3,961
Less valuation period deductions (Note B)	61,507	2,798	5,164	924	17,651	11,910	6,837	2,983	11,312	1,928
Net investment income (loss)	190,663	12,763	31,973	2,693	86,673	5,101	16,649	13,701	19,077	2,033
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	31,103	(2,166)	3,265	(1,636)	-	12,724	2,172	(2,338)	8,424	10,658
Net unrealized gains (losses) on investments	1,033,851	28,383	189,989	11,290	- -	332,201	82,881	(39,195)	420,570	7,732
Net realized and unrealized gains (losses)
on investments	1,064,954	26,217	193,254	9,654	-	344,925	85,053	(41,533)	428,994	18,390
Net increase (decrease) in net assets
resulting from operations	$1,255,617	$38,980	$225,227	$12,347	$ 86,673	$350,026	$101,702	$(27,832)	$448,071	$20,423

See accompanying notes.

Survivor Dimensions   			112

Southland Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	INVESCO
	Total INVESCO	Equity Income	Utilities
Investment income
Dividends from mutual funds	$37,292	$34,407	$ 2,885
Less valuation period deductions (Note B)	4,011	3,474	537
Net investment income (loss)	33,281	30,933	2,348
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	5,430	4,916	514
Net unrealized gains (losses) on investments	41,691	23,002	18,689
Net realized and unrealized gains (losses)
on investments	47,121	27,918	19,203
Net increase (decrease) in net assets      resulting from operations	$80,402	$58,851	$21,551

See accompanying notes.

Survivor Dimensions   			113

Southland Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	JANUS
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth	Balanced	Short-Term Bond
Investment income
Dividends from mutual funds	$ 157,747	$ 36,308	$ -	$ 52,078	$16,024	$ 49,352	$3,985
Less valuation period deductions (Note B)	36,206	5,483	4,426	11,466	6,089	8,447	295
Net investment income (loss)	121,541	30,825	(4,426)	40,612	9,935	40,905	3,690
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	65,382	30,199	4,969	21,777	2,697	9,053	(3,313)
Net unrealized gains (losses) on investments	939,606	189,068	227,403	208,893	41,449	271,281	1,512
Net realized and unrealized gains (losses)
on investments	1,004,988	219,267	232,372	230,670	44,146	280,334	(1,801)
Net increase (decrease) in net assets
resulting from operations	$1,126,529	$250,092	$227,946	$271,282	$54,081	$321,239	$1,889

See accompanying notes.

Survivor Dimensions   			114

Southland Separate Account L1

Statement of Operations

Year ended December 31, 1997

	Total All Sub-Accounts	Total Alger	Total VIP & VIP II	Total INVESCO	Total Janus
Investment income
Dividends from mutual funds	$ 47,219	$ 829	$29,532	$9,839	$ 7,019
Less valuation period deductions (Note B)	13,332	2,047	8,582	305	2,398
Net investment income (loss)	33,887	(1,218)	20,950	9,534	4,621
Realized and unrealized gains (losses) on
investments
Net realized gains (losses) on investments	18,964	4,877	6,680	604	6,803
Net unrealized gains (losses) on investments	118,688	26,112	69,730	(1,884)	24,730
Net realized and unrealized gains (losses on
investments	137,652	30,989	76,410	(1,280)	31,533
Net increase (decrease) in net assets
resulting from operations	$171,539	$29,771	$97,360	$8,254	$36,154

See accompanying notes.

Survivor Dimensions   			115

Southland Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1997

- -

			ALGER
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment income
Dividends from mutual funds	$ 829	$ 319	$ 18	$ 492	$ -
Less valuation period deductions (Note B)	2,047	550	511	543	443
Net investment income (loss)	(1,218)	(231)	(493)	(51)	(443)
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments	4,877	988	1,017	1,571	1,301
Net unrealized gains (losses) on investments	26,112	7,706	1,036	9,623	7,747
Net realized and unrealized gains (losses) on investments	29,771	8,463	1,560	11,143	8,605
Net increase (decrease) in net assets resulting from
operations	$29,771	$8,463	$1,560	$11,143	$8,605

See accompanying notes.

Survivor Dimensions   			116

Southland Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1997

	VIP & VIP II
	Total VIP & VIP II	Asset Manager	Growth	Overseas	Money Market	Index 500	Equity- Income	High Income	Contrafund	Investment Grade Bond
Investment income
Dividends from mutual funds	$29,532	$ -	$ -	$ -	$29,532	$ -	$ -	$ -	$ -	$ -
Less valuation period deductions (Note B)	8,582	142	322	65	4,934	710	431	398	1,381	199
Net investment income (loss)	20,950	(142)	(322)	(65)	24,598	(710)	(431)	(398)	(1,381)	(199)
Realized and unrealized gains (losses)
on Investments
Net realized gains (losses) on investments	6,680	238	199	(3)	-	2,043	660	817	2,545	181
Net unrealized gains (losses) on investments	69,730	2,096	2,921	(618)	-	17,360	9,223	7,284	28,977	2,487
Net realized and unrealized gains (losses)
on investments	76,410	2,334	3,120	(621)	-	19,403	9,883	8,101	31,522	2,668
Net increase (decrease) in net assets
resulting from operations	$97,360	$2,192	$2,798	$(686)	$24,598	$18,693	$9,452	$7,703	$30,141	$2,469

See accompanying notes.

Survivor Dimensions   			117

Southland Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1997

	INVESCO
	Total INVESCO	Industrial Income	Utilities
Investment income
Dividends from mutual funds	$9,839	$9,766	$ 73
Less valuation period deductions (Note B)	305	300	5
Net investment income (loss)	9,534	9,466	68
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments	604	592	12
Net unrealized gains (losses) on investments	(1,884)	(2,062)	178
Net realized and unrealized gains (losses) on investments	(1,280)	(1,470)	190
Net increase (decrease) in net assets resulting from operations	$8,254	$7,996	$258

See accompanying notes.

Survivor Dimensions   			118

Southland Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1997

	JANUS
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth	Balanced	Short-Term Bond
Investment income
Dividends from mutual funds	$ 7,019	$ 2,261	$ -	$ 2,031	$ 226	$ 825	$1,676
Less valuation period deductions(Note B)	2,398	661	240	995	297	184	21
Net investment income (loss)	4,621	1,600	(240)	1,036	(71)	641	1,655
Realized and unrealized gains (losses)
on Investments
Net realized gains (losses) on investments	6,803	2,977	1,170	1,592	983	75	6
Net unrealized gains (losses) on investments	24,730	6,871	6,573	11,707	(1,597)	2,688	(1,512)
Net realized and unrealized gains (losses) on      investments	31,533	9,848	7,743	13,299	(614)	2,763	(1,506)
Net increase (decrease) in net assets resulting
from operations	$36,154	$11,448	$7,503	$14,335	$(685)	$3,404	$ 149

See accompanying notes.

Survivor Dimensions   			119

Southland Separate Account L1

Statement of Changes in Net Assets

Year ended December 31, 1999

	Total All Sub-Accounts	Total Alger	Total VIP & VIP II	Total INVESCO	Total Janus
Increase in net assets
Operations
Net investment income (loss)	$ 1,203,915	$ 552,140	$ 519,431	$ 35,774	$ 96,570
Net realized gains (losses) on investments	3,389,427	493,102	202,589	31,203	2,662,533
Net unrealized gains (losses) on investments	9,438,576	1,839,516	2,205,232	157,735	5,236,093
Increase (decrease) in net assets from operations	14,031,918	2,884,758	2,927,252	224,712	7,995,196
Changes from principal transactions
Net premiums	31,028,249	3,825,150	19,754,907	525,568	6,922,624
Cost of insurance and administrative expenses	(6,549,885)	(1,178,979)	(3,129,796)	(213,204)	(2,027,906)
Benefit payments	(3,452)	(1,760)	(1,091)	(154)	(447)
Surrenders and withdrawals	(475,433)	(64,071)	(292,903)	(10,982)	(107,477)
Net transfers among sub-accounts (including the guaranteed
interest account in the general account)	(416,231)	1,280,792	(5,299,071)	574,602	3,027,446
Other	551,597	107,303	133,434	(367)	311,227
Increase from principal transactions	24,134,845	3,968,435	11,165,480	875,463	8,125,467
Total increase in net assets	38,166,763	6,853,193	14,092,732	1,100,175	16,120,663
Net assets at beginning of year	25,451,650	4,371,226	12,343,000	898,865	7,838,559
Net assets at end of year	$63,618,413	$11,224,419	$26,435,732	$1,999,040	$23,959,222

See accompanying notes.

Survivor Dimensions   			120

Southland Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

			ALGER
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase in net assets
Operations
Net investment income (loss)	$ 552,140	$ 131,252	$ 152,677	$ 213,868	$ 54,343
Net realized gains (losses) on investments	493,102	1,868	22,744	219,461	249,029
Net unrealized gains (losses) on investments	1,839,516	407,699	229,004	479,515	723,298
Increase (decrease) in net assets from operations	2,884,758	540,819	404,425	912,844	1,026,670
Changes from principal transactions
Net premiums	3,825,150	573,686	573,435	1,729,161	948,868
Cost of insurance and administrative expenses	(1,178,979)	(216,805)	(193,636)	(506,613)	(261,925)
Benefit payments	(1,760)	(154)	-	-	(1,606)
Surrenders and withdrawals	(64,071)	(24,776)	(9,869)	(17,299)	(12,127)
Net transfers among sub-accounts (including the guaranteed
interest account in the general account)	1,280,792	145,564	146,550	531,839	456,839
Other	107,303	20,248	7,863	30,041	49,151
Increase from principal transactions	3,968,435	497,763	524,343	1,767,129	1,179,200
Total increase in net assets	6,853,193	1,038,582	928,768	2,679,973	2,205,870
Net assets at beginning of year	4,371,226	883,478	923,375	1,832,618	731,755
Net assets at end of year	$11,224,419	$1,922,060	$1,852,143	$4,512,591	$2,937,625

See accompanying notes.

Survivor Dimensions   			121

Southland Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	VIP & VIP II
	Total VIP & VIP II	Asset Manager	Growth	Overseas	Money Market	Index 500	Equity- Income	High Income	Contrafund	Investment Grade Bond
Increase in net assets
Operations
Net investment income (loss)	$ 519,431	$ 39,984	$ 122,765	$ 6,419	$ 119,360	$ 11,793	$ 59,895	$ 57,894	$ 83,050	$ 18,271
Net realized gains (losses) on investments	202,589	4,860	34,293	2,960	-	65,194	19,680	(37,455)	118,307	(5,250)
Net unrealized gains (losses) on investments	2,205,232	26,606	507,468	112,027	-	782,740	9,883	27,846	762,007	(23,345)
Increase (decrease) in net assets from operations	2,927,252	71,450	664,526	121,406	119,360	859,727	89,458	48,285	963,364	(10,324)
Changes from principal transactions
Net premiums	19,754,907	312,583	1,016,105	170,489	12,459,659	2,184,085	805,398	258,179	2,277,133	271,276
Cost of insurance and administrative expenses	(3,129,796)	(89,058)	(346,459)	(46,035)	(643,568)	(783,092)	(316,586)	(106,598)	(720,827)	(77,573)
Benefit payments	(1,091)	-	-	-	-	-	-	(129)	(962)	-
Surrenders and withdrawals	(292,903)	(11,698)	(41,167)	(4,482)	(26,778)	(87,474)	(38,406)	(6,638)	(56,466)	(19,794)
Net transfers among sub-accounts (including)      the guaranteed interest account in      the general account)	(5,299,071)	96,798	590,388	22,925	(9,142,874)	1,494,471	469,853	213,288	803,946	152,134
Other	133,434	11,589	23,910	18,690	(88,654)	38,397	22,233	10,778	93,157	3,334
Increase from principal transactions	11,165,480	320,214	1,242,777	161,587	2,557,785	2,846,387	942,492	368,880	2,395,981	329,377
Total increase in net assets	14,092,732	391,664	1,907,303	282,993	2,677,145	3,706,114	1,031,950	417,165	3,359,345	319,053
Net assets at beginning of year	12,343,000	503,987	1,160,165	197,451	2,363,573	2,884,302	1,494,349	629,562	2,699,741	409,870
Net assets at end of year	$26,435,732	$895,651	$3,067,468	$480,444	$5,040,718	$6,590,416	$2,526,299	$1,046,727	$6,059,086	$728,923

See accompanying notes.

Survivor Dimensions   			122

Southland Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	INVESCO
	Total INVESCO	Equity Income	Utilities
Increase in net assets
Operations
Net investment income (loss)	$ 35,774	$ 33,292	$ 2,482
Net realized gains (losses) on investments	31,203	19,906	11,297
Net unrealized gains (losses) on investments	157,735	91,686	66,049
Increase (decrease) in net assets from operations	224,712	144,884	79,828
Changes from principal transactions
Net premiums	525,568	312,962	212,606
Cost of insurance and administrative expenses	(213,204)	(127,281)	(85,923)
Benefit payments	(154)	-	(154)
Surrenders and withdrawals	(10,982)	(7,460)	(3,522)
Net transfers among sub-accounts (including the guaranteed
interest account in the general account)	574,602	186,124	388,478
Other	(367)	(9,896)	9,529
Increase from principal transactions	875,463	354,449	521,014
Total increase in net assets	1,100,175	499,333	600,842
Net assets at beginning of year	898,865	710,996	187,869
Net assets at end of year	$1,999,040	$1,210,329	$788,711

See accompanying notes.

Survivor Dimensions   			123

Southland Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	JANUS
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth	Balanced
Increase in net assets
Operations
Net investment income (loss)	$ 96,570	$ (3,490)	$ 52,683	$ (23,850)	$ (11,525)	$ 82,752
Net realized gains (losses) on investments	2,662,533	248,417	1,836,755	147,241	179,464	250,656
Net unrealized gains (losses) on investments	5,236,093	758,550	757,939	1,825,033	1,137,882	756,689
Increase (decrease) in net assets from operations	7,995,196	1,003,477	2,647,377	1,948,424	1,305,821	1,090,097
Changes from principal transactions
Net premiums	6,922,624	1,525,533	1,177,003	1,318,769	658,686	2,242,633
Cost of insurance and administrative expenses	(2,027,906)	(464,803)	(370,541)	(414,064)	(184,897)	(593,601)
Benefit payments	(447)	-	-	(447)	-	-
Surrenders and withdrawals	(107,477)	(25,257)	(43,008)	(19,306)	(6,069)	(13,837)
Net transfers among sub-accounts (including the guaranteed
interest account in the general account)	3,027,446	613,783	487,925	251,041	(37,815)	1,712,512
Other	311,227	53,770	88,867	82,161	38,178	48,251
Increase from principal transactions	8,125,467	1,703,026	1,340,246	1,218,154	468,083	3,395,958
Total increase in net assets	16,120,663	2,706,503	3,987,623	3,166,578	1,773,904	4,486,055
Net assets at beginning of year	7,838,559	1,300,331	1,130,769	2,157,172	1,066,779	2,183,508
Net assets at end of year	$23,959,222	$4,006,834	$5,118,392	$5,323,750	$2,840,683	$6,669,563

See accompanying notes.

Survivor Dimensions   			124

Southland Separate Account L1

Statement of Changes in Net Assets

Year ended December 31, 1998

	Total All Sub-Accounts	Total Alger	Total VIP & VIP II	Total INVESCO	Total Janus
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 506,718	$ 161,233	$ 190,663	$ 33,281	$ 121,541
Net realized gains (losses) on investments	127,820	25,905	31,103	5,430	65,382
Net unrealized gains (losses) on investments	2,657,680	642,532	1,033,851	41,691	939,606
Increase (decrease) in net assets from operations	3,292,218	829,670	1,255,617	80,402	1,126,529
Changes from principal transactions
Net premiums	20,624,321	1,162,046	17,385,636	261,529	1,815,110
Cost of insurance and administrative expenses	(2,903,575)	(419,601)	(1,693,394)	(78,336)	(712,244)
Benefit payments	(615)	-	(309)	-	(306)
Surrenders and withdrawals	(307,094)	(53,131)	(142,218)	(4,788)	(106,957)
Net transfers among sub-accounts (including the guaranteed
interest account in the general account)	(121,358)	2,273,667	(7,539,680)	497,977	4,646,678
Other	(99,262)	(19,523)	(59,568)	(2,149)	(18,022)
Increase (decrease) from principal transactions	17,192,417	2,943,458	7,950,467	674,233	5,624,259
Total increase (decrease) in net assets	20,484,635	3,773,128	9,206,084	754,635	6,750,788
Net assets at beginning of year	4,967,015	598,098	3,136,916	144,230	1,087,771
Net assets at end of year	$25,451,650	$4,371,226	$12,343,000	$898,865	$7,838,559

See accompanying notes.

Survivor Dimensions   			125

Southland Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

			ALGER
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 161,233	$ 46,022	$ 26,347	$ 80,390	$ 8,474
Net realized gains (losses) on investments	25,905	2,686	9,274	6,653	7,292
Net unrealized gains (losses) on investments	642,532	49,565	120,660	303,561	168,746
Increase (decrease) in net assets from operations	829,670	98,273	156,281	390,604	184,512
Changes from principal transactions
Net premiums	1,162,046	285,818	203,624	475,150	197,454
Cost of insurance and administrative expenses	(419,601)	(97,991)	(86,531)	(160,700)	(74,379)
Benefit payments	-	-	-	-	-
Surrenders and withdrawals	(53,131)	(15,643)	(12,779)	(17,013)	(7,696)
Net transfers among sub-accounts (including the guaranteed
interest account in the general account)	2,273,667	446,424	502,094	987,565	337,584
Other	(19,523)	(774)	(889)	(15,121)	(2,739)
Increase (decrease) from principal transactions	2,943,458	617,834	605,519	1,269,881	450,224
Total increase (decrease) in net assets	3,773,128	716,107	761,800	1,660,485	634,736
Net assets at beginning of year	598,098	167,371	161,575	172,133	97,019
Net assets at end of year	$4,371,226	$883,478	$923,375	$1,832,618	$731,755

See accompanying notes.

Survivor Dimensions   			126

Southland Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	VIP & VIP II
	Total VIP & VIP II	Asset Manager	Growth	Overseas	Money Market	Index 500	Equity- Income	High Income	Contrafund	Investment Grade Bond
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 190,663	$ 12,763	$ 31,973	$ 2,693	$ 86,673	$ 5,101	$ 16,649	$ 13,701	$ 19,077	$ 2,033
Net realized gains (losses) on investments	31,103	(2,166)	3,265	(1,636)	-	12,724	2,172	(2,338)	8,424	10,658
Net unrealized gains (losses) on investments	1,033,851	28,383	189,989	11,290	-	332,201	82,881	(39,195)	420,570	7,732
Increase (decrease) in net assets from operations	1,255,617	38,980	225,227	12,347	86,673	350,026	101,702	(27,832)	448,071	20,423
Changes from principal transactions
Net premiums	17,385,636	150,080	324,965	91,305	14,635,587	822,531	353,365	150,989	765,529	91,285
Cost of insurance and administrative expenses	(1,693,394)	(54,468)	(113,665)	(25,461)	(700,063)	(304,160)	(127,836)	(45,807)	(294,427)	(27,507)
Benefit payments	(309)	-	-	-	-	-	-	-	(309)	-
Surrenders and withdrawals	(142,218)	(6,929)	(28,566)	(3,338)	(12,212)	(54,104)	(8,634)	(229)	(28,154)	(52)
Net transfers among sub-accounts (including the guaranteed
interest account in the general account)	(7,539,680)	295,904	509,516	83,279	(13,025,086)	1,690,539	832,698	404,606	1,396,236	272,628
Other	(59,568)	(1,306)	(4,893)	(1,025)	(31,073)	(18,689)	(66)	8,758	(10,148)	(1,126)
Increase (decrease) from principal transactions	7,950,467	383,281	687,357	144,760	867,153	2,136,117	1,049,527	518,317	1,828,727	335,228
Total increase (decrease) in net assets	9,206,084	422,261	912,584	157,107	953,826	2,486,143	1,151,229	490,485	2,276,798	355,651
Net assets at beginning of year	3,136,916	81,726	247,581	40,344	1,409,747	398,159	343,120	139,077	422,943	54,219
Net assets at end of year	$12,343,000	$503,987	$1,160,165	$197,451	$2,363,573	$2,884,302	$1,494,349	$629,562	$2,699,741	$409,870

See accompanying notes.

Survivor Dimensions   			127

Southland Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	INVESCO
	Total INVESCO	Equity Income	Utilities
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 33,281	$ 30,933	$ 2,348
Net realized gains (losses) on investments	5,430	4,916	514
Net unrealized gains (losses) on investments	41,691	23,002	18,689
Increase (decrease) in net assets from operations	80,402	58,851	21,551
Changes from principal transactions
Net premiums	261,529	200,531	60,998
Cost of insurance and administrative expenses	(78,336)	(61,807)	(16,529)
Benefit payments	-	-	-
Surrenders and withdrawals	(4,788)	(4,417)	(371)
Net transfers among sub-accounts (including the guaranteed      interest account in the general account)	497,977	377,109	120,868
Other	(2,149)	(272)	(1,877)
Increase (decrease) from principal transactions	674,233	511,144	163,089
Total increase (decrease) in net assets	754,635	569,995	184,640
Net assets at beginning of year	144,230	141,001	3,229
Net assets at end of year	$898,865	$710,996	$187,869

See accompanying notes.

Survivor Dimensions   			128

Southland Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	JANUS
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth	Balanced	Short-Term Bond
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 121,541	$ 30,825	$ (4,426)	$ 40,612	$ 9,935	$ 40,905	$ 3,690
Net realized gains (losses) on investments	65,382	30,199	4,969	21,777	2,697	9,053	(3,313)
Net unrealized gains (losses) on investments	939,606	189,068	227,403	208,893	41,449	271,281	1,512
Increase (decrease) in net assets from operations	1,126,529	250,092	227,946	271,282	54,081	321,239	1,889
Changes from principal transactions
Net premiums	1,815,110	426,022	322,364	490,342	200,143	367,935	8,304
Cost of insurance and administrative expenses	(712,244)	(167,261)	(104,466)	(187,471)	(98,915)	(151,467)	(2,664)
Benefit payments	(306)	(306)	-	-	-	-	-
Surrenders and withdrawals	(106,957)	(34,731)	(6,451)	(63,558)	(1,162)	(1,055)	-
Net transfers among sub-accounts (including the guaranteed      interest account in the general account)	4,646,678	581,280	602,530	1,168,578	755,641	1,556,845	(18,196)
Other	(18,022)	(3,705)	(6,883)	(4,546)	2,053	(4,471)	(470)
Increase (decrease) from principal transactions	5,624,259	801,299	807,094	1,403,345	857,760	1,767,787	(13,026)
Total increase (decrease) in net assets	6,750,788	1,051,391	1,035,040	1,674,627	911,841	2,089,026	(11,137)
Net assets at beginning of year	1,087,771	248,940	95,729	482,545	154,938	94,482	11,137
Net assets at end of year	$7,838,559	$1,300,331	$1,130,769	$2,157,172	$1,066,779	$2,183,508	$ -

See accompanying notes.

Survivor Dimensions   			129

Southland Separate Account L1

Statement of Changes in Net Assets

Year ended December 31, 1997

	Total All Sub-Accounts	Total Alger	Total VIP & VIP II	Total INVESCO	Total Janus
Increase in net assets
Operations
Net investment income (loss)	$ 33,887	$ (1,218)	$ 20,950	$ 9,534	$ 4,621
Net realized gains (losses) on investments	18,964	4,877	6,680	604	6,803
Net unrealized gains (losses) on investments	118,688	26,112	69,730	(1,884)	24,730
Increase (decrease) in net assets from operations	171,539	29,771	97,360	8,254	36,154
Changes from principal transactions
Net premiums	5,248,437	102,293	4,858,995	34,087	253,062
Cost of insurance and administrative expenses	(437,265)	(55,276)	(304,785)	(8,313)	(68,891)
Surrenders	(1,357)	(346)	(677)	(8)	(326)
Net transfers among sub-accounts (including
the guaranteed interest account in the general
account)	(14,339)	521,656	(1,513,977)	110,210	867,772
Increase from principal transactions	4,795,476	568,327	3,039,556	135,976	1,051,617
Total increase in net assets	4,967,015	598,098	3,136,916	144,230	1,087,771
Net assets at beginning of year	-	-	-	-	-
Net assets at end of year	$4,967,015	$598,098	$3,136,916	$144,230	$1,087,771

Survivor Dimensions   			130

See accompanying notes.

Southland Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1997

			ALGER
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase in net assets
Operations
Net investment income (loss)	$ (1,218)	$ (231)	$ (493)	$ (51)	$ (443)
Net realized gains (losses) on investments	4,877	988	1,017	1,571	1,301
Net unrealized gains (losses) on investments	26,112	7,706	1,036	9,623	7,747
Increase (decrease) in net assets from operations	29,771	8,463	1,560	11,143	8,605
Changes from principal transactions
Net premiums	102,293	19,354	41,846	21,286	19,807
Cost of insurance and administrative expenses	(55,276)	(14,992)	(12,080)	(17,070)	(11,134)
Surrenders	(346)	(127)	(23)	(180)	(16)
Net transfers among divisions (including the guaranteed interest
account in the general account)	521,656	154,673	130,272	156,954	79,757
Increase from principal transactions	568,327	158,908	160,015	160,990	88,414
Total increase in net assets	598,098	167,371	161,575	172,133	97,019
Net assets at beginning of year	-	-	-	-	-
Net assets at end of year	$598,098	$167,371	$161,575	$172,133	$97,019

See accompanying notes.

Survivor Dimensions   			131

Southland Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1997

	VIP & VIP II
	Total VIP & VIP II	Asset Manager	Growth	Overseas	Money Market	Index 500	Equity- Income	High Income	Contrafund	Investment Grade Bond
Increase in net assets
Operations
Net investment income (loss)	$ 20,950	$ (142)	$ (322)	$ (65)	$ 24,598	$ (710)	$ (431)	$ (398)	$ (1,381)	$ (199)
Net realized gains (losses) on investments	6,680	238	199	(3)	-	2,043	660	817	2,545	181
Net unrealized gains (losses) on investments	69,730	2,096	2,921	(618)	-	17,360	9,223	7,284	28,977	2,487
Increase (decrease) in net assets from operations	97,360	2,192	2,798	(686)	24,598	18,693	9,452	7,703	30,141	2,469
Changes from Principal
Transactions
Net premiums	4,858,995	28,701	13,829	8,799	4,552,361	80,172	26,271	49,548	80,795	18,519
Cost of insurance and administrative expenses	(304,785)	(3,199)	(8,783)	(2,955)	(215,522)	(16,744)	(7,481)	(9,095)	(35,811)	(5,195)
Surrenders	(677)	(16)	(16)	-	-	(58)	(8)	-	(579)	-
Net transfers among sub-accounts (including the      guaranteed interest account in the general      account	(1,513,977)	54,048	239,753	35,186	(2,951,690)	316,096	314,886	90,921	348,397	38,426
Increase from principal transactions	3,039,556	79,534	244,783	41,030	1,385,149	379,466	333,668	131,374	392,802	51,750
Total increase in net assets	3,136,916	81,726	247,581	40,344	1,409,747	398,159	343,120	139,077	422,943	54,219
Net assets at beginning of year	-	-	-	-	-	-	-	-	-	-
Net assets at end of year	$3,136,916	$81,726	$247,581	$40,344	$1,409,747	$398,159	$343,120	$139,077	$422,943	$54,219

See accompanying notes.

Survivor Dimensions   			132

Southland Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1997

	INVESCO
	Total INVESCO	Industrial Income	Utilities
Increase in net assets
Operations
Net investment income (loss)	$ 9,534	$ 9,466	$ 68
Net realized gains (losses) on investments	604	592	12
Net unrealized gains (losses) on investments	(1,884)	(2,062)	178
Increase (decrease) in net assets from operations	8,254	7,996	258
Changes from principal transactions
Net premiums	34,087	32,647	1,440
Cost of insurance and administrative expenses	(8,313)	(7,681)	(632)
Surrenders	(8)	-	(8)
Net transfers among sub-accounts (including the guaranteed interest      account in the general account)	110,210	108,039	2,171
Increase from principal transactions	135,976	133,005	2,971
Total increase in net assets	144,230	141,001	3,229
Net assets at beginning of year	-	-	-
Net assets at end of year	$144,230	$141,001	$3,229

See accompanying notes.

Survivor Dimensions   			133

Southland Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1997

	JANUS
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth	Balanced	Short-Term Bond
Increase in net assets
Operations
Net investment income (loss)	$ 4,621	$ 1,600	$ (240)	$ 1,036	$ (71)	$ 641	$ 1,655
Net realized gains (losses) on investments	6,803	2,977	1,170	1,592	983	75	6
Net unrealized gains (losses) on investments	24,730	6,871	6,573	11,707	(1,597)	2,688	(1,512)
Increase (decrease) in net assets from operations	36,154	11,448	7,503	14,335	(685)	3,404	149
Changes from principal transactions
Net premiums	253,062	70,041	28,978	98,303	36,942	18,703	95
Cost of insurance and administrative expenses	(68,891)	(21,920)	(10,113)	(25,436)	(7,255)	(3,564)	(603)
Surrenders	(326)	(246)	(16)	(64)	-	-	-
Net transfers among sub-accounts (including the guaranteed
interest account in the general account)	867,772	189,617	69,377	395,407	125,936	75,939	11,496
Increase from principal transactions	1,051,617	237,492	88,226	468,210	155,623	91,078	10,988
Total increase in net assets	1,087,771	248,940	95,729	482,545	154,938	94,482	11,137
Net assets at beginning of year	-	-	-	-	-	-	-
Net assets at end of year	$1,087,771	$248,940	$95,729	$482,545	$154,938	$94,482	$11,137

See accompanying notes.

Survivor Dimensions   			134

Southland Separate Account L1

Notes to Financial Statements

December 31, 1999

Note A. Organization

The Southland Separate Account L1 (the Separate Account) was established by resolution of the Board of Directors of Southland Life Insurance Company (the Company) on February 25, 1994. The Separate Account was inactive prior to January 31, 1997, except for matters relating to its organization as a unit investment trust registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended.

The Separate Account supports the operations of the Future Dimensions Variable Universal Life (Future Dimensions) policies offered by the Company. The Separate Account may be used to support other variable life policies as they are offered by the Company. The assets of the Separate Account are the property of the Company. However, the portion of the Separate Account's assets attributable to the policies will not be used to satisfy liabilities arising out of any other operations of the Company.

As of December 31, 1999, the Separate Account consisted of twenty investment sub-accounts available to the policyholders, each of which invests in an independently managed mutual fund portfolio ("fund"). The funds are as follows:

Portfolio Managers/Portfolios (Funds)

The Alger American Fund (Alger):
    American Small Capitalization
    American MidCap Growth
    American Growth
    American Leveraged AllCap

Fidelity Variable Insurance Products (VIP & VIP II) Funds:
    VIP II Asset Manager
    VIP Growth
    VIP Overseas
    VIP Money Market
    VIP II Index 500
    VIP Equity-Income
    VIP High Income
    VIP II Contrafund
    VIP II Investment Grade Bond

Survivor Dimensions   			135

Southland Separate Account L1

Notes to Financial Statements (continued)

Note A. Organization (continued)

INVESCO Variable Investment Funds, Inc. (INVESCO):
    Equity Income (formerly known as "Industrial Income")
    Utilities

Janus Aspen Series Funds (Janus):
    Growth
    Aggressive Growth
    Worldwide Growth
    International Growth
    Balanced

The Future Dimensions policies allow the policyholders to specify the allocation of their net premiums to the various funds. They can also transfer their account values among the funds. The Future Dimensions product also provides the policyholders the option to allocate their net premiums, or to transfer their account values, to a Guaranteed Interest Account ("GIA") in the Company's General Account. The GIA guarantees a rate of interest to the policyholder, and it is not variable in nature. Therefore, it is not included in the Separate Account financial statements.

Effective May 1, 1998, the sub-account of the Separate Account investing in Janus Aspen Series Short-Term Bond Fund no longer accepted any new investments. The Securities and Exchange Commission issued a substitution order and on September 28, 1998, shares of the Fidelity VIP Money Market Fund were exchanged for Janus Aspen Series Short-Term Bond Fund shares.

Note B. Summary of Significant Accounting Policies

The accompanying financial statements of the Separate Account have been prepared on the basis of accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and liabilities at the date of financial statements along with the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Survivor Dimensions   			136

Southland Separate Account L1

Notes to Financial Statements (continued)

Note B. Summary of Significant Accounting Policies (continued)

The accounting principles followed by the Separate Account and the methods of applying those principles are presented below or in the footnotes which follow:

Investment Valuation--The investments in shares of the funds are valued at the closing net asset value (market value) per share as determined by the funds on the day of measurement.

Investment Transactions and Related Investment Income--The investments in shares of the funds are accounted for on the date the order to buy or sell is confirmed. Dividend income and distributions of capital gains are recorded on the ex-dividend date. Realized gains and losses from investment transactions are reported using the first-in, first-out ("FIFO") method of accounting for cost. The difference between cost and current market value of investments owned on the day of measurement is recorded as unrealized gain or loss on investments.

Valuation Period Deductions--Charges are made directly against the assets of the Separate Account sub-accounts, and are reflected daily in the computation of the unit values of the sub-accounts.

For Future Dimensions policies, a daily deduction, at an annual rate of .90% of the daily asset value of the Separate Account sub-accounts, is charged to the Separate Account for mortality and expense risks assumed by the Company. Total mortality and expense charges for the years ended December 31, 1999, 1998 and 1997 were $364,009, $119,686 and $13,332, respectively.

Policyholder Reserves--Policyholder reserves are presented in the financial statements at the aggregate account values of the policyholders invested in the Separate Account sub-accounts. To the extent that benefits to be paid to the policyholders exceed their account values, the Company will contribute additional funds to the benefit proceeds.

Survivor Dimensions   			137

Southland Separate Account L1

Notes to Financial Statements (continued)

Note C. Investments

Fund shares are purchased at net asset value with net premiums (premium payments, less sales and tax loads charged by the Company) and sub-account transfers. Fund shares are redeemed at net asset value for the payment of benefits, for surrenders, for transfers to other sub-accounts, and for charges by the Company for certain cost of insurance and administrative charges. The cost of insurance and administrative charges for the years ended December 31, 1999, 1998 and 1997 were $6,549,885, $2,903,575 and $437,265, respectively. Dividends made by the funds are reinvested in the funds.

The following is a summary of Fund shares owned as of December 31, 1999:

Fund	Number of Shares	Net Asset Value at Market	Value of Shares at Market	Cost of Shares
The Alger American Fund:
American Small Capitalization	34,654.379	$55.15	$ 1,911,189	$ 1,446,219
American MidCap Growth	56,921.036	$32.23	1,834,565	1,483,865
American Growth	69,584.840	$64.38	4,479,872	3,687,174
American Leveraged AllCap	49,888.287	$57.97	2,892,024	1,992,232
Fidelity Variable Insurance Products (VIP & VIP II) Funds:
VIP II Asset Manager	47,780.129	$18.67	892,055	834,970
VIP Growth	55,445.440	$54.93	3,045,618	2,345,240
VIP Overseas	17,427.332	$27.44	478,206	355,507
VIP Money Market	5,047,949.000	$1.00	5,047,949	5,047,949
VIP II Index 500	39,186.034	$167.41	6,560,134	5,427,832
VIP Equity-Income	97,702.373	$25.71	2,511,928	2,409,941
VIP High Income	92,333.952	$11.31	1,044,297	1,048,363
VIP II Contrafund	205,654.031	$29.15	5,994,815	4,783,263
VIP II Investment Grade Bond	59,874.589	$12.16	728,075	741,201
INVESCO Variable Investment Funds, Inc.:
Equity Income	56,907.615	$21.01	1,195,629	1,083,003
Utilities	37,560.229	$20.97	787,638	702,722
Janus Aspen Series Funds:
Growth	118,229.302	$33.65	3,978,416	3,023,926
Aggressive Growth	84,554.347	$59.69	5,047,050	4,055,135
Worldwide Growth	110,252.691	$47.75	5,264,566	3,218,933
International Growth	72,823.248	$38.67	2,816,075	1,638,342
Balanced	236,824.499	$27.92	6,612,140	5,581,483
Total			$63,122,241	$50,907,300

Survivor Dimensions   			138

Southland Separate Account L1

Notes to Financial Statements (continued)

Note C. Investments (continued)

For the year ended December 31, 1999, the cost of purchases (plus reinvested dividends) and sales of investments are as follows:

Fund	Beginning of Year	Purchases	Sales	End of Year
The Alger American Fund:
American Small Capitalization	$ 823,924	$ 825,955	$ (203,660)	$ 1,446,219
American MidCap Growth	802,289	953,090	(271,514)	1,483,865
American Growth	1,507,768	3,319,494	(1,140,088)	3,687,174
American Leveraged AllCap	555,761	1,838,565	(402,094)	1,992,232
Fidelity Variable Insurance Products (VIP & VIP II) Funds:
VIP II Asset Manager	473,592	678,507	(317,129)	834,970
VIP Growth	965,803	1,616,620	(237,183)	2,345,240
VIP Overseas	186,648	227,208	(58,349)	355,507
VIP Money Market	2,150,214	15,166,614	(12,268,879)	5,047,949
VIP II Index 500	2,528,232	3,344,138	(444,538)	5,427,832
VIP Equity-Income	1,400,500	1,301,224	(291,783)	2,409,941
VIP High Income	661,323	632,166	(245,126)	1,048,363
VIP II Contrafund	2,247,256	3,088,063	(552,056)	4,783,263
VIP II Investment Grade Bond	399,984	546,152	(204,935)	741,201
INVESCO Variable Investment Funds, Inc.:
Equity Income	690,059	572,001	(179,057)	1,083,003
Utilities	168,860	592,997	(59,135)	702,722
Janus Aspen Series Funds:
Growth	1,102,020	2,594,606	(672,700)	3,023,926
Aggressive Growth	896,998	5,490,433	(2,332,296)	4,055,135
Worldwide Growth	1,936,293	1,652,387	(369,747)	3,218,933
International Growth	1,027,251	1,036,570	(425,479)	1,638,342
Balanced	1,901,160	4,666,548	(986,225)	5,581,483
Total	$22,425,935	$50,143,338	($21,661,973)	$50,907,300

Aggregate proceeds from sales of investments for the year ended December 31, 1999 were $25,051,400.

Survivor Dimensions   			139

Southland Separate Account L1

Notes to Financial Statements (continued)

Note D. Other Policy Deductions

The Future Dimensions policies provide for certain deductions for sales and tax loads from premium payments received from the policyholders and for surrender charges and taxes from amounts paid to policyholders. Such deductions are taken after the redemption of sub-account units in the Separate Account and are not included in the Separate Account financial statements.

Note E. Policy Loans

The Future Dimensions policies allow the policyholders to borrow against their policies by using them as collateral for a loan. At the time of borrowing against the policies, an amount equal to the loan amount is transferred from the Separate Account sub-accounts to a loan Guaranteed Interest Account in the Company's General Account to secure the loan. As payments are made on the policy loan, amounts are transferred back from the loan Guaranteed Interest Account to the Separate Account sub-accounts. Interest is credited to the balance in the loan Guaranteed Interest Account at a fixed rate. The loan Guaranteed Interest Account is not variable in nature and is not included in these Separate Account statements.

Note F. Federal Income Taxes

The Separate Account is not taxed separately because the operations of the Separate Account are part of the total operations of the Company. The Company is taxed as a life insurance company under the Internal Revenue Code. The Separate Account is not taxed as a "Regulated Investment Company" under subchapter "M" of the Internal Revenue Code.

Survivor Dimensions   			140

Southland Separate Account L1

Notes to Financial Statements (continued)

Note G. Summary of Changes in Units

The following schedule summarizes the changes in sub-account units for the year ended December 31, 1999:

Sub-Account	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
The Alger American Fund:
American Small Capitalization	71,702.588	57,637.460	(19,227.980)	110,112.068
American MidCap Growth	61,552.437	53,663.692	(20,724.499)	94,491.630
American Growth	96,519.612	153,296.175	(69,230.848)	180,584.939
American Leveraged AllCap	39,281.333	78,180.937	(28,100.721)	89,361.549
Fidelity Variable Insurance Products (VIP & VIP II) Funds:
VIP II Asset Manager	35,040.789	48,638.027	(27,085.455)	56,593.361
VIP Growth	67,213.256	78,969.425	(15,455.570)	130,727.111
VIP Overseas	15,284.198	18,894.457	(7,832.409)	26,346.246
VIP Money Market	194,464.915	1,713,763.106	(1,470,502.269)	437,725.752
VIP II Index 500	159,598.401	175,786.128	(29,147.426)	306,237.103
VIP Equity-Income	100,106.288	83,760.337	(22,964.808)	160,901.817
VIP High Income	55,875.183	51,760.130	(20,884.139)	86,751.174
VIP II Contrafund	157,136.563	170,176.289	(40,412.954)	286,899.898
VIP II Investment Grade Bond	34,341.076	48,202.344	(20,269.667)	62,273.753
INVESCO Variable Investment Funds, Inc.:
Equity Income	49,352.422	39,623.897	(14,896.702)	74,079.617
Utilities	11,674.130	35,720.305	(5,764.848)	41,629.587
Janus Aspen Series Funds:
Growth	77,638.452	139,848.728	(49,410.398)	168,076.782
Aggressive Growth	78,750.742	242,015.598	(161,125.993)	159,640.347
Worldwide Growth	133,217.360	99,139.359	(30,465.535)	201,891.184
International Growth	73,359.684	69,642.489	(34,820.696)	108,181.477
Balanced	131,276.187	258,472.945	(69,098.298)	320,650.834

Survivor Dimensions   			141

Southland Separate Account L1

Notes to Financial Statements (continued)

Note G. Summary of Changes in Units (continued)

The following schedule summarizes the changes in sub-account units for the year ended December 31, 1998:

Sub-Account	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
The Alger American Fund:
American Small Capitalization	15,602.470	66,203.578	(10,103.460)	71,702.588
American MidCap Growth	13,909.250	55,156.739	(7,513.552)	61,552.437
American Growth	13,399.380	94,364.654	(11,244.422)	96,519.612
American Leveraged AllCap	8,148.770	36,679.921	(5,547.358)	39,281.333
Fidelity Variable Insurance Products (VIP & VIP II) Funds:
VIP II Asset Manager	6,482.680	33,107.305	(4,549.196)	35,040.789
VIP Growth	19,868.310	56,789.233	(9,444.287)	67,213.256
VIP Overseas	3,494.450	14,053.495	(2,263.747)	15,284.198
VIP Money Market	115,644.200	1,334,612.678	(1,255,791.963)	194,464.915
VIP II Index 500	28,102.340	153,812.513	(22,316.452)	159,598.401
VIP Equity-Income	25,474.830	84,172.610	(9,541.152)	100,106.288
VIP High Income	11,714.000	48,130.308	(3,969.125)	55,875.183
VIP II Contrafund	31,768.100	146,734.981	(21,366.518)	157,136.563
VIP II Investment Grade Bond	4,900.060	31,738.917	(2,297.901)	34,341.076
INVESCO Variable Investment Funds, Inc.:
Equity Income	11,223.700	43,201.975	(5,073.253)	49,352.422
Utilities	250.460	12,714.459	(1,290.789)	11,674.130
Janus Aspen Series Funds:
Growth	20,034.700	71,997.593	(14,393.841)	77,638.452
Aggressive Growth	8,875.280	79,190.451	(9,314.989)	78,750.742
Worldwide Growth	38,107.830	111,570.199	(16,460.669)	133,217.360
International Growth	12,384.220	68,300.451	(7,324.987)	73,359.684
Balanced	7,592.840	134,182.102	(10,498.755)	131,276.187
Short-Term Bond	1,034.550	739.743	(1,774.293)	0.000

Survivor Dimensions   			142

Southland Separate Account L1

Notes to Financial Statements (continued)

Note G. Summary of Changes in Units (continued)

The following schedule summarizes the changes in sub-account units for the year ended December 31, 1997:

Sub-Account	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
The Alger American Fund:
American Small Capitalization	-	15,614.280	(11.810)	15,602.470
American MidCap Growth	-	13,911.240	(1.990)	13,909.250
American Growth	-	13,413.360	(13.980)	13,399.380
American Leveraged AllCap	-	8,150.060	(1.290)	8,148.770
Fidelity Variable Insurance Products (VIP & VIP II) Funds:
VIP II Asset Manager	-	6,483.960	(1.280)	6,482.680
VIP Growth	-	19,869.540	(1.230)	19,868.310
VIP Overseas	-	3,494.450	-	3,494.450
VIP Money Market	-	418,912.020	(303,267.820)	115,644.200
VIP II Index 500	-	28,106.580	(4.240)	28,102.340
VIP Equity-Income	-	25,475.490	(.660)	25,474.830
VIP High Income	-	11,714.000	-	11,714.000
VIP II Contrafund	-	31,812.080	(43.980)	31,768.100
VIP II Investment Grade Bond	-	4,900.060	-	4,900.060
INVESCO Variable Investment Funds, Inc.:
Industrial Income	-	11,223.710	(.010)	11,223.700
Utilities	-	251.170	(.710)	250.460
Janus Aspen Series Funds:
Growth	-	20,054.580	(19.880)	20,034.700
Aggressive Growth	-	8,876.800	(1.520)	8,875.280
Worldwide Growth	-	38,113.040	(5.210)	38,107.830
International Growth	-	12,384.220	-	12,384.220
Balanced	-	7,592.840	-	7,592.840
Short-Term Bond	-	1,034.550	-	1,034.550

Survivor Dimensions   			143

Southland Separate Account L1

Notes to Financial Statements (continued)

Note H. Net Assets

Net assets at December 31, 1999 consisted of the following:

Sub-Account	Principal Transactions	Accumulated Investment Income	Accumulated Net Realized Gains (Losses) on Investments	Net Unrealized Gains (Losses) on Investments	Net Assets
The Alger American Fund:
American Small Capitalization	$ 1,274,505	$ 177,043	$ 5,542	$ 464,970	$ 1,922,060
American MidCap Growth	1,289,879	178,529	33,035	350,700	1,852,143
American Growth	3,198,001	294,207	227,685	792,698	4,512,591
American Leveraged AllCap	1,717,839	62,372	257,622	899,792	2,937,625
Fidelity Variable Insurance Products (VIP & VIP II) Funds:
VIP II Asset Manager	783,028	52,606	2,932	57,085	895,651
VIP Growth	2,174,916	154,417	37,757	700,378	3,067,468
VIP Overseas	347,376	9,048	1,321	122,699	480,444
VIP Money Market	4,810,086	230,632	-	-	5,040,718
VIP II Index 500	5,361,968	16,185	79,961	1,132,302	6,590,416
VIP Equity-Income	2,325,687	76,113	22,512	101,987	2,526,299
VIP High Income	1,018,574	71,195	(38,976)	(4,066)	1,046,727
VIP II Contrafund	4,617,512	100,746	129,276	1,211,552	6,059,086
VIP II Investment Grade Bond	716,354	20,106	5,589	(13,126)	728,923
INVESCO Variable Investment Funds, Inc.:
Equity Income	1,021,786	50,503	25,414	112,626	1,210,329
Utilities	687,074	4,898	11,823	84,916	788,711
Janus Aspen Series Funds:
Growth	2,741,818	28,933	281,593	954,490	4,006,834
Aggressive Growth	2,235,567	48,017	1,842,894	991,914	5,118,392
Worldwide Growth	3,089,710	17,797	170,610	2,045,633	5,323,750
International Growth	1,481,469	(1,663)	183,144	1,177,733	2,840,683
Balanced	5,254,823	124,299	259,784	1,030,657	6,669,563
Total	$46,147,972	$1,715,983	$3,539,518	$12,214,940	$63,618,413

Survivor Dimensions   			144

Financial Statements-Unaudited

Southland Separate Account L1 of
Southland Life Insurance Company

Nine months ended September 30, 2000

Survivor Dimensions   			145

Southland Separate Account L1
Financial Statements-Unaudited
Nine months ended September 30, 2000

Contents

Financial Statements-Unaudited

Statement of Net Assets     147
Statement of Operations     152
Statement of Changes in Net Assets     157
Notes to Financial Statements      162

Survivor Dimensions   			146

Southland Separate Account L1
Statement of Net Assets
(Unaudited)
Nine months ended September 30, 2000

	Total All Sub-Accounts	Total Alger	Total VIP & VIP II	Total INVESCO	Total Janus
Assets
Investments in mutual funds at market value (Note C)	$76,026,438	$14,534,469	$28,354,685	$2,517,451	$30,619,833
Total assets	76,026,438	14,534,469	28,354,685	2,517,451	30,619,833
Liabilities
Due to (from) Southland Life Insurance Company	(610,141)	(62,002)	2,538,849	(7,368)	(3,079,620)
Total liabilities	(610,141)	(62,002)	2,538,849	(7,368)	(3,079,620)
Net assets	$76,636,579	$14,596,471	$25,815,836	$2,524,819	$33,699,453
Policyholder reserves
Reserve for policyholders (Note B)	$76,636,579	$14,596,471	$25,815,836	$2,524,819	$33,699,453
Total policyholder reserves	$76,636,579	$14,596,471	$25,815,836	$2,524,819	$33,699,453

See accompanying notes.

Survivor Dimensions   			147

Southland Separate Account L1
Statement of Net Assets (continued)
(Unaudited)
Nine months ended September 30, 2000

	ALGER
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Assets
Investments in mutual funds at market value (Note C)	$14,534,469	$2,246,466	$2,976,692	$5,434,188	$3,877,123
Total assets	14,534,469	2,246,466	2,976,692	5,434,188	3,877,123
Liabilities
Due to (from) Southland Life Insurance Company	(62,002)	(8,335)	3,020	(20,669)	(36,018)
Total liabilities	(62,002)	(8,335)	3,020	(20,669)	(36,018)
Net assets	$14,596,471	$2,254,801	$2,973,672	$5,454,857	$3,913,141
Policyholder reserves
Reserves for policyholders (Note B)	$14,596,471	$2,254,801	$2,973,672	$5,454,857	$3,913,141
Total policyholder reserves	$14,596,471	$2,254,801	$2,973,672	$5,454,857	$3,913,141
Number of sub-account units outstanding (Note G)		142,728	125,741	219,154	123,316
Net value per sub-account unit		$15.80	$23.65	$24.89	$31.73

See accompanying notes.

Survivor Dimensions   			148

Southland Separate Account L1
Statement of Net Assets (continued)
(Unaudited)
Nine months ended September 30, 2000

	VIP & VIP II
	Total VIP & VIP II	Asset Manager	Growth	Overseas	Money Market	Index 500	Equity- Income	High Income	Contrafund	Investment Grade Bond
Assets
Investments in mutual funds at market value (Note C)	$28,354,685	$906,220	$4,284,367	$522,060	$2,776,621	$8,110,031	$2,871,314	$1,000,724	$6,919,885	$963,463
Total assets	28,354,685	906,220	4,284,367	522,060	2,776,621	8,110,031	2,871,314	1,000,724	6,919,885	963,463
Liabilities
Due to (from) Southland Life Insurance Company	2,538,849	(2,642)	(19,876)	(906)	2,571,927	55,958	(12,297)	(1,955)	(59,184)	7,824
Total liabilities	2,538,849	(2,642)	(19,876)	(906)	2,571,927	55,958	(12,297)	(1,955)	(59,184)	7,824
Net assets	$25,815,836	$908,862	$4,304,243	$522,966	$204,694	$8,054,073	$2,883,611	$1,002,679	$6,979,069	$955,639
Policyholder reserves
Reserves for policyholders (Note B)	$25,815,836	$908,862	$4,304,243	$522,966	$204,694	$8,054,073	$2,883,611	$1,002,679	$6,979,069	$955,639
Total policyholder reserves	$25,815,836	$908,862	$4,304,243	$522,966	$204,694	$8,054,073	$2,883,611	$1,002,679	$6,979,069	$955,639
Number of sub-account units outstanding (Note G)		57,698	181,067	32,732	232,692	385,592	176,596	92,447	330,052	77,525
Net value per sub-account unit		$15.75	$23.77	$15.98	$.88	$20.89	$16.33	$10.85	$21.15	$12.33

See accompanying notes.

Survivor Dimensions   			149

Southland Separate Account L1
Statement of Net Assets (continued)
(Unaudited)
Nine months ended September 30, 2000

	INVESCO
	Total INVESCO	Equity Income	Utilities
Assets
Investments in mutual funds at market value (Note C )	$2,517,451	$1,396,087	$1,121,364
Total assets	2,517,451	1,396,087	1,121,364
Liabilities
Due to (from) Southland Life Insurance Company	(7,368)	(7,678)	310
Total liabilities	(7,368)	(7,678)	310
Net assets	$2,524,819	$1,403,765	$1,121,054
Policyholder reserves
Reserves for policyholders (Note B)	$2,524,819	$1,403,765	$1,121,054
Total policyholder reserves	$2,524,819	$1,403,765	$1,121,054
Number of sub-account units outstanding (Note G)		81,269	53,744
Net value per sub-account unit		$17.27	$20.86

See accompanying notes.

Survivor Dimensions   			150

Southland Separate Account L1
Statement of Net Assets (continued)
(Unaudited)
Nine months ended September 30, 2000

	JANUS
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth	Balanced
Assets
Investments in mutual funds at market value (Note C)	$30,619,833	$5,785,611	$7,048,797	$6,546,681	$3,434,104	$7,804,640
Total assets	30,619,833	5,785,611	7,048,797	6,546,681	3,434,104	$7,804,640
Liabilities
Due to (from) Southland Life Insurance Company	(3,079,620)	9,530	(3,061,747)	33,868	(12,183)	(49,088)
Total liabilities	(3,079,620)	9,530	(3,061,747)	33,868	(12,183)	(49,088)
Net assets	$33,699,453	$5,776,081	$10,110,544	$6,512,813	$3,446,287	$7,853,728
Policyholder reserves
Reserves for policyholders (Note B)	$33,699,453	$5,776,081	$10,110,544	$6,512,813	$3,446,287	$7,853,728
Total policyholder reserves	$33,699,453	$5,776,081	$10,110,544	$6,512,813	$3,446,287	$7,853,728
Number of sub-account units outstanding (Note G)		237,313	222,974	258,559	136,473	376,871
Net value per sub-account unit		$24.34	$45.34	$25.19	$25.25	$20.84

See accompanying notes.

Survivor Dimensions   			151

Southland Separate Account L1
Statement of Operations
(Unaudited)
Nine months ended September 30, 2000

	Total All Sub-Accounts	Total Alger	Total VIP & VIP II	Total INVESCO	Total Janus
Investment income
Dividends from mutual funds	$6,515,891	$2,023,497	$1,864,278	-	$2,628,116
Less valuation period deductions (Note B)	474,992	87,792	181,047	14,844	191,309
Net investment income (loss)	6,040,899	1,935,705	1,683,231	(14,844)	2,436,807
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	128,743	12,840	106,948	3,297	5,658
Net unrealized gains (losses) on investments	(9,794,592)	(2,462,165)	(2,271,210)	102,117	(5,163,334)
Net realized and unrealized gains (losses)
on investments	(9,665,849)	(2,449,325)	(2,164,262)	105,414	(5,157,676)
Net increase (decrease) in net assets
resulting from operations	$(3,624,950)	$(513,620)	$(481,031)	$90,570	$(2,720,869)

See accompanying notes.

Survivor Dimensions   			152

Southland Separate Account L1
Statement of Operations (continued)
(Unaudited)
Nine months ended September 30, 2000

			ALGER
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment income
Dividends from mutual funds	$2,023,497	$753,213	$289,142	$643,991	$337,151
Less valuation period deductions (Note B)	87,792	14,302	15,890	33,668	23,932
Net investment income (loss)	1,935,705	738,911	273,252	610,323	313,219
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	12,840	12,840	-	-	-
Net unrealized gains (losses) on investments	(2,462,165)	(985,116)	(53,707)	(841,953)	(581,389)
Net realized and unrealized gains (losses)
on investments	(2,449,325)	(972,276)	(53,707)	(841,953)	(581,389)
Net increase (decrease) in net assets
resulting from operations	$(513,620)	$(233,365)	$219,545	$(231,630)	$(268,170)

See accompanying notes.

Survivor Dimensions   			153

Southland Separate Account L1
Statement of Operations (continued)
(Unaudited)
Nine months ended September 30, 2000

	VIP & VIP II
	Total VIP & VIP II	Asset Manager	Growth	Overseas	Money Market	Index 500	Equity- Income	High Income	Contrafund	Investment Grade Bond
Investment income
Dividends from mutual funds	$1,864,278	$95,112	$345,587	$47,496	$165,456	$95,123	$202,208	$68,317	$790,874	$54,105
Less valuation period deductions (Note B)	181,047	5,731	25,226	3,302	24,638	48,556	17,380	7,049	43,426	5,739
Net investment income (loss)	1,683,231	89,381	320,361	44,194	140,818	46,567	184,828	61,268	747,448	48,366
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	106,948	5,650	-	-	33,009	-	29,963	32,391	-	5,935
Net unrealized gains (losses) on investments	(2,271,210)	(98,049)	(433,301)	(115,076)	-	(581,001)	(50,893)	(142,608)	(861,601)	11,319
Net realized and unrealized gains (losses)      on investments	(2,164,262)	(92,399)	(433,301)	(115,076)	33,009	(581,001)	(20,930)	(110,217)	(861,601)	17,254
Net increase (decrease) in net assets
resulting from operations	$(481,031)	$(3,018)	$(112,940)	$(70,882)	$173,827	$(534,434)	$163,898	$(48,949)	$(114,153)	$65,620

See accompanying notes.

Survivor Dimensions   			154

Southland Separate Account L1
Statement of Operations (continued)
(Unaudited)
Nine months ended September 30, 2000

	INVESCO
	Total INVESCO	Equity Income	Utilities
Investment income
Dividends from mutual funds	-	-	-
Less valuation period deductions (Note B)	$14,844	$8,468	$6,376
Net investment income (loss)	(14,844)	(8,468)	(6,376)
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments	3,297	-	3,297
Net unrealized gains (losses) on investments	102,117	44,155	57,962
Net realized and unrealized gains (losses)
on investments	105,414	44,155	61,259
Net increase (decrease) in net assets resulting from operations	$90,570	$35,687	$54,883

See accompanying notes.

Survivor Dimensions   			155

Southland Separate Account L1
Statement of Operations (continued)
(Unaudited)
Nine months ended September 30, 2000

	JANUS
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth	Balanced
Investment income
Dividends from mutual funds	$2,628,116	$416,845	$754,245	$514,363	$152,721	$789,942
Less valuation period deductions (Note B)	191,309	33,344	44,547	41,662	22,454	49,302
Net investment income (loss)	2,436,807	383,501	709,698	472,701	130,267	740,640
Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments	5,658	-	5,655	-	-	3
Net unrealized gains (losses) on investments	(5,163,334)	(479,276)	(2,061,694)	(894,824)	(773,378)	(954,162)
Net realized and unrealized gains (losses)
on investments	(5,157,676)	(479,276)	(2,056,039)	(894,824)	(773,378)	(954,159)
Net increase (decrease) in net assets
resulting from operations	$(2,720,869)	$(95,775)	$(1,346,341)	$(422,123)	$(643,111)	$(213,519)

See accompanying notes.

Survivor Dimensions   			156

Southland Separate Account L1
Statement of Changes in Net Assets
(Unaudited)
Nine months ended September 30, 2000

	Total All Sub-Accounts	Total Alger	Total VIP & VIP II	Total INVESCO	Total Janus
Increase in net assets
Operations
Net investment income (loss)	$6,040,899	$1,935,705	$1,683,231	$(14,844)	$2,436,807
Net realized gains (losses) on investments	128,743	12,840	106,948	3,297	5,658
Net unrealized gains (losses) on investments	(9,794,592)	(2,462,165)	(2,271,210)	102,117	(5,163,334)
Increase (decrease) in net assets from operations	(3,624,950)	(513,620)	(481,031)	90,570	(2,720,869)
Changes from principal transactions
Net premiums	23,735,817	3,525,228	13,021,077	431,874	6,757,638
Cost of insurance and administrative expenses	(6,755,763)	(1,351,636)	(2,756,821)	(188,021)	(2,459,285)
Surrenders and withdrawals	(2,732,720)	(343,042)	(1,291,705)	(29,955)	(1,068,018)
Net transfers among sub-accounts (including the guaranteed
interest account in the general account)	2,266,935	2,041,531	(8,993,812)	219,125	9,000,091
Other	128,847	13,591	(117,604)	2,186	230,674
Increase from principal transactions	16,643,116	3,885,672	(138,865)	435,209	12,461,100
Total increase in net assets	13,018,166	3,372,052	(619,896)	525,779	9,740,231
Net assets at beginning of year	63,618,413	11,224,419	26,435,732	1,999,040	23,959,222
Net assets at end of year	$76,636,579	$14,596,471	$25,815,836	$2,524,819	$33,699,453

See accompanying notes.

Survivor Dimensions   			157

Southland Separate Account L1
Statement of Changes in Net Assets (continued)
(Unaudited)
Nine months ended September 30, 2000

			ALGER
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase in net assets
Operations
Net investment income (loss)	$1,935,705	$738,911	$273,252	$610,323	$313,219
Net realized gains (losses) on investments	12,840	12,840	-	-	-
Net unrealized gains (losses) on investments	(2,462,165)	(985,116)	(53,707)	(841,953)	(581,389)
Increase (decrease) in net assets from operations	(513,620)	(233,365)	219,545	(231,630)	(268,170)
Changes from principal transactions
Net premiums	3,525,228	498,781	584,403	1,476,835	965,209
Cost of insurance and administrative expenses	(1,351,636)	(197,964)	(232,835)	(557,377)	(363,460)
Surrenders and withdrawals	(343,042)	(32,631)	(56,753)	(183,580)	(70,078)
Net transfers among sub-accounts (including the guaranteed
interest account in the general account)	2,041,531	298,367	601,959	429,612	711,593
Other	13,591	(447)	5,210	8,406	422
Increase from principal transactions	3,885,672	566,106	901,984	1,173,896	1,243,686
Total increase in net assets	3,372,052	332,741	1,121,529	942,266	975,516
Net assets at beginning of year	11,224,419	1,922,060	1,852,143	4,512,591	2,937,625
Net assets at end of year	$14,596,471	$2,254,801	$2,973,672	$5,454,857	$3,913,141

See accompanying notes.

Survivor Dimensions   			158

Southland Separate Account L1
Statement of Changes in Net Assets (continued)
(Unaudited)
Nine months ended September 30, 2000

	VIP & VIP II
	Total VIP & VIP II	Asset Manager	Growth	Overseas	Money Market	Index 500	Equity- Income	High Income	Contrafund	Investment Grade Bond
Increase in net assets
Operations
Net investment income (loss)	$1,683,231	$89,381	$320,361	$44,194	$140,818	$46,567	$184,828	$61,268	$747,448	$48,366
Net realized gains (losses) on investments	106,948	5,650	-	-	33,009	-	29,963	32,391	-	5,935
Net unrealized gains (losses) on investments	(2,271,210)	(98,049)	(433,301)	(115,076)	-	(581,001)	(50,893)	(142,608)	(861,601)	11,319
Increase (decrease) in net assets from operations	(481,031)	(3,018)	(112,940)	(70,882)	173,827	(534,434)	163,898	(48,949)	(114,153)	65,620
Changes from principal transactions
Net premiums	13,021,077	181,845	1,400,170	98,069	6,939,781	2,039,399	505,313	157,379	1,552,666	146,455
Cost of insurance and administrative expenses	(2,756,821)	(68,276)	(412,651)	(37,703)	(512,185)	(725,796)	(246,118)	(70,635)	(620,227)	(63,230)
Surrenders and withdrawals	(1,291,705)	(60,271)	(174,982)	(10,062)	(683,583)	(174,886)	(38,493)	(11,435)	(125,803)	(12,190)
Net transfers among sub-accounts (including the
guaranteed interest account in the general account)	(8,993,812)	(42,112)	529,514	62,753	(10,603,415)	844,336	(27,216)	(70,850)	223,332	89,846
Other	(117,604)	5,043	7,664	347	(150,449)	15,038	(72)	442	4,168	215
Increase from principal transactions	(138,865)	16,229	1,349,715	113,404	(5,009,851)	1,998,091	193,414	4,901	1,034,136	161,096
Total increase in net assets	(619,896)	13,211	1,236,775	42,522	(4,836,024)	1,463,657	357,312	(44,048)	919,983	226,716
Net assets at beginning of year	26,435,732	895,651	3,067,468	480,444	5,040,718	6,590,416	2,526,299	1,046,727	6,059,086	728,923
Net assets at end of year	$25,815,836	$908,862	$4,304,243	$522,966	$204,694	$8,054,073	$2,883,611	$1,002,679	$6,979,069	$955,639

See accompanying notes.

Survivor Dimensions   			159

Southland Separate Account L1
Statement of Changes in Net Assets (continued)
(Unaudited)
Nine months ended September 30, 2000

	INVESCO
	Total INVESCO	Equity Income	Utilities
Increase in net assets
Operations
Net investment income (loss)	$(14,844)	$(8,468)	$(6,376)
Net realized gains (losses) on investments	3,297	-	3,297
Net unrealized gains (losses) on investments	102,117	44,155	57,962
Increase (decrease) in net assets from operations	90,570	35,687	54,883
Changes from principal transactions
Net premiums	431,874	259,022	172,852
Cost of insurance and administrative expenses	(188,021)	(97,238)	(90,783)
Surrenders and withdrawals	(29,955)	(17,712)	(12,243)
Net transfers among sub-accounts (including the guaranteed
interest account in the general account)	219,125	12,276	206,849
Other	2,186	1,401	785
Increase from principal transactions	435,209	157,749	277,460
Total increase in net assets	525,779	193,436	332,343
Net assets at beginning of year	1,999,040	1,210,329	788,711
Net assets at end of year	$2,524,819	$1,403,765	$1,121,054

See accompanying notes.

Survivor Dimensions   			160

Southland Separate Account L1
Statement of Changes in Net Assets (continued)
(Unaudited)
Nine months ended September 30, 2000

	JANUS
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth	Balanced
Increase in net assets
Operations
Net investment income (loss)	$2,436,807	$383,501	$709,698	$472,701	$130,267	$740,640
Net realized gains (losses) on investments	5,658	-	5,655	-	-	3
Net unrealized gains (losses) on investments	(5,163,334)	(479,276)	(2,061,694)	(894,824)	(773,378)	(954,162)
Increase (decrease) in net assets from operations	(2,720,869)	(95,775)	(1,346,341)	(422,123)	(643,111)	(213,519)
Changes from principal transactions
Net premiums	6,757,638	1,712,408	1,704,305	1,221,334	500,352	1,619,239
Cost of insurance and administrative expenses	(2,459,285)	(564,343)	(672,919)	(415,944)	(197,922)	(608,157)
Surrenders and withdrawals	(1,068,018)	(122,936)	(563,017)	(79,089)	(30,591)	(272,385)
Net transfers among sub-accounts (including the guaranteed
interest account in the general account)	9,000,091	833,363	5,824,252	870,776	976,701	494,999
Other	230,674	6,530	45,872	14,109	175	163,988
Increase from principal transactions	12,461,100	1,865,022	6,338,493	1,611,186	1,248,715	1,397,684
Total increase in net assets	9,740,231	1,769,247	4,992,152	1,189,063	605,604	1,184,165
Net assets at beginning of year	23,959,222	4,006,834	5,118,392	5,323,750	2,840,683	6,669,563
Net assets at end of year	$33,699,453	$5,776,081	$10,110,544	$6,512,813	$3,446,287	$7,853,728

See accompanying notes.

Survivor Dimensions   			161

Southland Separate Account L1
(Unaudited)
Notes to Financial Statements

Note A. Organization

The Southland Separate Account L1 (the Separate Account) was established by resolution of the Board of Directors of Southland Life Insurance Company (the Company) on February 25, 1994. The Separate Account was inactive prior to January 31, 1997, except for matters relating to its organization as a unit investment trust registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended.

The Separate Account supports the operations of the Future Dimensions Variable Universal Life (Future Dimensions) policies offered by the Company. The Separate Account may be used to support other variable life policies as they are offered by the Company. The assets of the Separate Account are the property of the Company. However, the portion of the Separate Account's assets attributable to the policies will not be used to satisfy liabilities arising out of any other operations of the Company.

As of, September 30, 2000, the Separate Account consisted of twenty investment sub-accounts available to the policyholders, each of which invests in an independently managed mutual fund portfolio ("fund"). The funds are as follows:

Portfolio Managers/Portfolios (Funds)

The Alger American Fund (Alger):
    American Small Capitalization
    American MidCap Growth
    American Growth
    American Leveraged AllCap

Fidelity Variable Insurance Products (VIP & VIP II) Funds:
    VIP II Asset Manager
    VIP Growth
    VIP Overseas
    VIP Money Market
    VIP II Index 500
    VIP Equity-Income
    VIP High Income
    VIP II Contrafund
    VIP II Investment Grade Bond

Survivor Dimensions   			162

Southland Separate Account L1
(Unaudited)
Notes to Financial Statements (continued)

Note A. Organization (continued)

INVESCO Variable Investment Funds, Inc. (INVESCO):
     Equity Income (formerly known as "Industrial Income")
     Utilities

Janus Aspen Series Funds (Janus):
     Growth
     Aggressive Growth
     Worldwide Growth
     International Growth
     Balanced

The Future Dimensions policies allow the policyholders to specify the allocation of their net premiums to the various funds. They can also transfer their account values among the funds. The Future Dimensions product also provides the policyholders the option to allocate their net premiums, or to transfer their account values, to a Guaranteed Interest Account ("GIA") in the Company's General Account. The GIA guarantees a rate of interest to the policyholder, and it is not variable in nature. Therefore, it is not included in the Separate Account financial statements.

Effective May 1, 1998, the sub-account of the Separate Account investing in Janus Aspen Series Short-Term Bond Fund no longer accepted any new investments. The Securities and Exchange Commission issued a substitution order and on September 28, 1998, shares of the Fidelity VIP Money Market Fund were exchanged for Janus Aspen Series Short-Term Bond Fund shares.

Note B. Summary of Significant Accounting Policies

The accompanying financial statements of the Separate Account have been prepared on the basis of accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and liabilities at the date of financial statements along with the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Survivor Dimensions   			163

Southland Separate Account L1
(Unaudited)
Notes to Financial Statements (continued)

Note B. Summary of Significant Accounting Policies (continued)

The accounting principles followed by the Separate Account and the methods of applying those principles are presented below or in the footnotes which follow:

Investment Valuation--The investments in shares of the funds are valued at the closing net asset value (market value) per share as determined by the funds on the day of measurement.

Investment Transactions and Related Investment Income--The investments in shares of the funds are accounted for on the date the order to buy or sell is confirmed. Dividend income and distributions of capital gains are recorded on the ex-dividend date. Realized gains and losses from investment transactions are reported using the first-in, first-out ("FIFO") method of accounting for cost. The difference between cost and current market value of investments owned on the day of measurement is recorded as unrealized gain or loss on investments.

Valuation Period Deductions--Charges are made directly against the assets of the Separate Account sub-accounts, and are reflected daily in the computation of the unit values of the sub-accounts.

For Future Dimensions policies, a daily deduction, at an annual rate of .90% of the daily asset value of the Separate Account sub-accounts, is charged to the Separate Account for mortality and expense risks assumed by the Company. Total mortality and expense charges for the nine months ended September 30, 2000 was $474,992.

Policyholder Reserves--Policyholder reserves are presented in the financial statements at the aggregate account values of the policyholders invested in the Separate Account sub-accounts. To the extent that benefits to be paid to the policyholders exceed their account values, the Company will contribute additional funds to the benefit proceeds.

Survivor Dimensions   			164

Southland Separate Account L1
(Unaudited)
Notes to Financial Statements (continued)

Note C. Investments

Fund shares are purchased at net asset value with net premiums (premium payments, less sales and tax loads charged by the Company) and sub-account transfers. Fund shares are redeemed at net asset value for the payment of benefits, for surrenders, for transfers to other sub-accounts, and for charges by the Company for certain cost of insurance and administrative charges. The cost of insurance and administrative charges for the nine months ended September 30, 2000 was $6,755,763. Dividends made by the funds are reinvested in the funds.

The following is a summary of Fund shares owned for the nine months ended September 30, 2000:

Fund	Number of Shares	Net Asset Value at Market	Value of Shares at Market	Cost of Shares
The Alger American Fund:
American Small Capitalization	76,697.330	29.29	$2,246,466	$2,766,611
American MidCap Growth	87,293.033	34.10	2,976,692	2,572,286
American Growth	98,072.336	55.41	5,434,188	5,483,443
American Leveraged AllCap	78,010.529	49.70	3,877,123	3,558,721
Fidelity Variable Insurance Products (VIP & VIP II) Funds:
VIP II Asset Manager	54,460.344	16.64	906,220	947,186
VIP Growth	86,066.024	49.78	4,284,367	4,017,289
VIP Overseas	23,991.750	21.76	522,060	514,437
VIP Money Market	2,776,621.56	1.00	2,776,621	2,776,621
VIP II Index 500	49,994.026	162.22	8,110,031	7,558,730
VIP Equity-Income	117,005.469	24.54	2,871,314	2,820,220
VIP High Income	105,007.793	9.53	1,000,724	1,147,397
VIP II Contrafund	272,329.211	25.41	6,919,885	6,569,934
VIP II Investment Grade Bond	79,625.020	12.10	963,463	965,270
INVESCO Variable Investment Funds, Inc.:
Equity Income	62,773.689	22.24	1,396,087	1,239,306
Utilities	48,230.722	23.25	1,121,364	978,486
Janus Aspen Series Funds:
Growth	181,196.722	31.93	5,785,611	5,310,397
Aggressive Growth	133,373.645	52.85	7,048,797	8,118,577
Worldwide Growth	154,184.659	42.46	6,546,681	5,395,872
International Growth	96,517.824	35.58	3,434,104	3,029,749
Balanced	310,570.638	25.13	7,804,640	7,728,145
Total			$76,026,438	$73,506,839

Survivor Dimensions   			165

Southland Separate Account L1
(Unaudited)
Notes to Financial Statements (continued)

Note C. Investments (continued)

For the nine months ended September 30, 2000 the cost of purchases (plus reinvested dividends) and sales of investments are as follows:

Fund	Beginning of Year	Purchases	Sales	End of Year
The Alger American Fund:
American Small Capitalization	$1,446,219	$1,464,893	$(144,501)	$2,766,611
American MidCap Growth	1,483,865	1,360,212	(271,791)	2,572,286
American Growth	3,687,174	2,132,450	(336,181)	5,483,443
American Leveraged AllCap	1,992,232	1,638,391	(71,902)	3,558,721
Fidelity Variable Insurance Products (VIP & VIP II) Funds:
VIP II Asset Manager	834,970	473,453	(361,237)	947,186
VIP Growth	2,345,240	1,930,499	(258,450)	4,017,289
VIP Overseas	355,507	176,501	(17,571)	514,437
VIP Money Market	5,047,949	10,084,600	(12,347,766)	2,784,783
VIP II Index 500	5,427,832	3,594,506	(1,463,607)	7,558,731
VIP Equity-Income	2,409,941	845,252	(434,973)	2,820,220
VIP High Income	1,048,363	286,044	(187,010)	1,147,397
VIP II Contrafund	4,783,263	2,030,676	(244,005)	6,569,934
VIP II Investment Grade Bond	741,201	306,715	(82,647)	965,269
INVESCO Variable Investment Funds, Inc.:
Equity Income	1,083,003	360,799	(204,495)	1,239,307
Utilities	702,722	365,812	(90,048)	978,486
Janus Aspen Series Funds:
Growth	3,023,926	2,510,879	(224,408)	5,310,397
Aggressive Growth	4,055,135	7,465,276	(3,401,835)	8,118,576
Worldwide Growth	3,218,933	2,275,527	(98,588)	5,395,872
International Growth	1,638,342	1,934,039	(542,632)	3,029,749
Balanced	5,581,483	2,630,043	(483,381)	7,728,145
Total	$50,907,300	$43,866,567	($21,267,028)	$73,506,839

Aggregate proceeds from sales of investments for the nine months ended September 30, 2000 was $21,395,771.

Survivor Dimensions   			166

Southland Separate Account L1
(Unaudited)
Notes to Financial Statements (continued)

Note D. Other Policy Deductions

The Future Dimensions policies provide for certain deductions for sales and tax loads from premium payments received from the policyholders and for surrender charges and taxes from amounts paid to policyholders. Such deductions are taken after the redemption of sub-account units in the Separate Account and are not included in the Separate Account financial statements.

Note E. Policy Loans

The Future Dimensions policies allow the policyholders to borrow against their policies by using them as collateral for a loan. At the time of borrowing against the policies, an amount equal to the loan amount is transferred from the Separate Account sub-accounts to a loan Guaranteed Interest Account in the Company's General Account to secure the loan. As payments are made on the policy loan, amounts are transferred back from the loan Guaranteed Interest Account to the Separate Account sub-accounts. Interest is credited to the balance in the loan Guaranteed Interest Account at a fixed rate. The loan Guaranteed Interest Account is not variable in nature and is not included in these Separate Account statements.

Note F. Federal Income Taxes

The Separate Account is not taxed separately because the operations of the Separate Account are part of the total operations of the Company. The Company is taxed as a life insurance company under the Internal Revenue Code. The Separate Account is not taxed as a "Regulated Investment Company" under subchapter "M" of the Internal Revenue Code.

Survivor Dimensions   			167

Southland Separate Account L1
(Unaudited)
Notes to Financial Statements (continued)

Note G. Summary of Changes in Units

The following schedule summarizes the changes in sub-account units for the nine months ended September 30, 2000:

Sub-Account	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
The Alger American Fund:
American Small Capitalization	110,112.068	41,679.592	(9,063.528)	142,728.132
American MidCap Growth	94,491.630	48,349.522	(17,100.336)	125,740.816
American Growth	180,584.939	59,498.350	(20,929.035)	219,154.254
American Leveraged AllCap	89,361.549	39,771.85	(5,817.495)	123,315.904
Fidelity Variable Insurance Products (VIP & VIP II) Funds:
VIP II Asset Manager	56,593.361	24,562.447	(23,458.105)	57,697.703
VIP Growth	130,727.111	66,204.188	(15,863.832)	181,067.467
VIP Overseas	26,346.246	7,633.411	(1,247.488)	32,732.169
VIP Money Market	437,725.752	849,118.485	(1,054,152.614)	232,691.623
VIP II Index 500	306,237.103	171,410.854	(92,056.013)	385,591.944
VIP Equity-Income	160,901.817	42,821.986	(27,127.845)	176,595.958
VIP High Income	86,751.174	19,291.023	(13,594.954)	92,447.243
VIP II Contrafund	286,899.898	61,132.753	(17,980.326)	330,052.325
VIP II Investment Grade Bond	62,273.753	21,555.490	(6,304.141)	77,525.102
INVESCO Variable Investment Funds, Inc.:
Equity Income	74,079.617	22,054.650	(14,865.273)	81,268.994
Utilities	41,629.587	18,352.074	(6,237.694)	53,743.967
Janus Aspen Series Funds:
Growth	168,076.782	86,821.473	(17,584.960)	237,313.295
Aggressive Growth	159,640.347	196,970.272	(133,636.688)	222,973.931
Worldwide Growth	201,891.184	66,431.719	(9,763.752)	258,559.151
International Growth	108,181.477	67,017.958	(38,726.291)	136,473.144
Balanced	320,650.834	90,364.700	(34,144.983)	376,870.551

Survivor Dimensions   			168

Southland Separate Account L1
(Unaudited)
Notes to Financial Statements (continued)

Note H. Net Assets

Net assets at September 30, 2000 consisted of the following:

Sub-Account	Principal Transactions	Accumulated Investment Income	Accumulated Net Realized Gains (Losses) on Investments	Net Unrealized Gains (Losses) on Investments	Net Assets
The Alger American Fund:
American Small Capitalization	$1,840,611	$915,954	$18,382	$(520,146)	$2,254,801
American MidCap Growth	2,191,863	451,781	33,035	296,993	2,973,672
American Growth	4,371,897	904,530	227,685	(49,255)	5,454,857
American Leveraged AllCap	2,961,525	375,591	257,622	318,403	3,913,141
Fidelity Variable Insurance Products (VIP & VIP II) Funds:
VIP II Asset Manager	799,257	141,987	8,582	(40,964)	908,862
VIP Growth	3,524,631	474,778	37,757	267,077	4,304,243
VIP Overseas	460,780	53,242	1,321	7,623	522,966
VIP Money Market	(199,765)	371,450	33,009		204,694
VIP II Index 500	7,360,059	62,752	79,961	551,301	8,054,073
VIP Equity-Income	2,519,101	260,941	52,475	51,094	2,883,611
VIP High Income	1,023,475	132,463	(6,585)	(146,674)	1,002,679
VIP II Contrafund	5,651,648	848,194	129,276	349,951	6,979,069
VIP II Investment Grade Bond	877,450	68,472	11,524	(1,807)	955,639
INVESCO Variable Investment Funds, Inc.:
Equity Income	1,179,535	42,035	25,414	156,781	1,403,765
Utilities	964,534	(1,478)	15,120	142,878	1,121,054
Janus Aspen Series Funds:
Growth	4,606,840	412,434	281,593	475,214	5,776,081
Aggressive Growth	8,574,060	757,715	1,848,549	(1,069,780)	10,110,544
Worldwide Growth	4,700,896	490,498	170,610	1,150,809	6,512,813
International Growth	2,730,184	128,604	183,144	404,355	3,446,287
Balanced	6,652,507	864,939	259,787	76,495	7,853,728
Total	$62,791,088	$7,756,882	$3,668,261	$2,420,348	$76,636,579

Survivor Dimensions   			169

APPENDIX A

Factors for the
Guideline Premium/Cash Value Corridor Test
For a Life Insurance Policy

Attained Age of Younger Insured	Factor	Attained Age of Younger Insured	Factor	Attained Age of Younger Insured	Factor	Attained Age of Younger Insured	Factor
0	2.50	25	2.50	50	1.85	75	1.05
1	2.50	26	2.50	51	1.78	76	1.05
2	2.50	27	2.50	52	1.71	77	1.05
3	2.50	28	2.50	53	1.64	78	1.05
4	2.50	29	2.50	54	1.57	79	1.05
5	2.50	30	2.50	55	1.50	80	1.05
6	2.50	31	2.50	56	1.46	81	1.05
7	2.50	32	2.50	57	1.42	82	1.05
8	2.50	33	2.50	58	1.38	83	1.05
9	2.50	34	2.50	59	1.34	84	1.05
10	2.50	35	2.50	60	1.30	85	1.05
11	2.50	36	2.50	61	1.28	86	1.05
12	2.50	37	2.50	62	1.26	87	1.05
13	2.50	38	2.50	63	1.24	88	1.05
14	2.50	39	2.50	64	1.22	89	1.05
15	2.50	40	2.50	65	1.20	90	1.05
16	2.50	41	2.43	66	1.19	91	1.04
17	2.50	42	2.36	67	1.18	92	1.03
18	2.50	43	2.29	68	1.17	93	1.02
19	2.50	44	2.22	69	1.16	94	1.01
20	2.50	45	2.15	70	1.15	95	1.00
21	2.50	46	2.09	71	1.13	96	1.00
22	2.50	47	2.03	72	1.11	97	1.00
23	2.50	48	1.97	73	1.09	98	1.00
24	2.50	49	1.91	74	1.07	99	1.00

THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

Survivor Dimensions   			170

APPENDIX B

Performance Information

POLICY PERFORMANCE

The following hypothetical performance demonstrates how the actual investment experience of each variable investment option of the separate account affects the cash surrender value, account value and death benefit of a policy. These hypothetical illustrations are based on the actual historical return of each portfolio as if a policy had been issued on the date indicated. Each portfolio's annual total return is based on the total return calculated for each fiscal year. These annual total return figures reflect the net portfolio's management fees after any voluntary waiver and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions, which if reflected, would result in lower total return figures than those shown.

The performance is based on the payment of a $10,000 annual premium, received at the beginning of each year, for a hypothetical policy with a $500,000 stated death benefit, the guideline premium test, death benefit option A, issued to a preferred, non-tobacco user male, age 45 and a preferred, non-tobacco user female, age 45. It is assumed that all premiums are allocated to the variable investment option illustrated for the period shown. The benefits are calculated for a specific date. The amount and timing of premium payments and the use of other policy features, such as policy loans, would affect individual policy benefits.

The amounts shown for the cash surrender values, account values and death benefits take into account the charges against premiums, current cost of insurance and monthly deductions, the daily charge against the separate account for mortality and expense risks, and each portfolio's charges and expenses. See Charges, Deductions and Refunds, page 46.

Past performance is not an indication of future results. Actual investment results may be more or less than those shown in the hypothetical illustrations.

Survivor Dimensions   			171

HYPOTHETICAL ILLUSTRATIONS
Non-tobacco User Male Age 45 Preferred Risk Class			Guideline Premium Test
Non-tobacco User Female Age 45 Preferred Risk Class			Death Benefit Option A
Stated Death Benefit $500,000			Annual Premium $10,000
Alger American Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90	4.14%	4,437	8,923	500,000
12/31/91	40.39%	20,055	24,542	500,000
12/31/92	12.38%	32,462	36,948	500,000
12/31/93	22.47%	50,845	55,331	500,000
12/31/94	1.45%	59,742	64,229	500,000
12/31/95	36.37%	94,372	98,460	500,000
12/31/96	13.35%	115,937	119,626	500,000
12/31/97	25.75%	144,808	148,098	500,000
12/31/98	48.07%	213,328	216,220	500,000
12/31/99	33.74%	283,049	285,542	500,000
Alger American Leveraged AllCap Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96	12.04%	5,138	9,625	500,000
12/31/97	19.68%	17,214	21,701	500,000
12/31/98	57.83%	43,112	47,599	500,000
12/31/99	78.06%	94,941	99,427	500,000
Alger American MidCap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	-1.54%	3,932	8,419	500,000
12/31/95	44.45%	20,054	24,541	500,000
12/31/96	11.90%	32,301	36,788	500,000
12/31/97	15.01%	47,268	51,755	500,000
12/31/98	30.30%	73,497	77,984	500,000
12/31/99	31.85%	109,074	113,162	500,000

The assumptions underlying these values are described in Performance Information, page 171.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Survivor Dimensions   			172

HYPOTHETICAL ILLUSTRATIONS
Non-tobacco User Male Age 45 Preferred Risk Class			Guideline Premium Test
Non-tobacco User Female Age 45 Preferred Risk Class			Death Benefit Option A
Stated Death Benefit $500,000			Annual Premium $10,000
Alger American Small Capitalization Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90	8.71%	4,843	9,329	500,000
12/31/91	57.54%	23,734	28,220	500,000
12/31/92	3.55%	33,307	37,793	500,000
12/31/93	13.28%	47,613	52,099	500,000
12/31/94	-4.38%	52,967	57,454	500,000
12/31/95	44.31%	90,438	94,526	500,000
12/31/96	4.18%	102,162	105,851	500,000
12/31/97	11.39%	112,629	115,920	500,000
12/31/98	15.53%	128,833	131,725	500,000
12/31/99	43.42%	183,564	186,058	500,000
Fidelity VIP Equity - Income Portfolio Service Class
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	11.54%	5,094	9,580	500,000
12/31/99	6.25%	14,694	19,180	500,000
Fidelity VIP Growth Portfolio Service Class
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	39.38%	7,571	12,058	500,000
12/31/99	37.29%	23,771	28,257	500,000
Fidelity VIP High Income Portfolio Service Class
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	-4.34%	3,684	8,171	500,000
12/31/99	8.08%	13,520	18,006	500,000

The assumptions underlying these values are described in Performance Information, page 171.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Survivor Dimensions   			173

HYPOTHETICAL ILLUSTRATIONS
Non-tobacco User Male Age 45 Preferred Risk Class			Guideline Premium Test
Non-tobacco User Female Age 45 Preferred Risk Class			Death Benefit Option A
Stated Death Benefit $500,000			Annual Premium $10,000
Fidelity VIP Overseas Portfolio Service Class
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	12.69%	5,196	9,683	500,000
12/31/99	42.44%	21,492	25,978	500,000
Fidelity VIP II Asset Manager Portfolio Service Class
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	14.82%	5,386	9,872	500,000
12/31/99	11.01%	15,889	20,376	500,000
Fidelity VIP II Contrafund Portfolio Service Class
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	29.94%	6,731	11,217	500,000
12/31/99	24.15%	19,997	24,484	500,000
Fidelity VIP II Index 500 Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/93	9.74%	4,934	9,420	500,000
12/31/94	1.04%	13,577	18,063	500,000
12/31/95	37.19%	31,891	36,377	500,000
12/31/96	22.82%	50,308	54,795	500,000
12/31/97	32.82%	79,016	83,503	500,000
12/31/98	28.31%	113,044	117,132	500,000
12/31/99	20.51%	145,829	149,518	500,000

The assumptions underlying these values are described in Performance Information, page 171.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Survivor Dimensions   			174

HYPOTHETICAL ILLUSTRATIONS
Non-tobacco User Male Age 45 Preferred Risk Class			Guideline Premium Test
Non-tobacco User Female Age 45 Preferred Risk Class			Death Benefit Option A
Stated Death Benefit $500,000			Annual Premium $10,000
Fidelity VIP II Investment Grade Bond Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90	6.21%	4,620	9,107	500,000
12/31/91	16.38%	16,009	20,495	500,000
12/31/92	6.65%	26,283	30,769	500,000
12/31/93	10.96%	38,814	43,300	500,000
12/31/94	-3.76%	44,948	49,434	500,000
12/31/95	17.32%	63,353	67,441	500,000
12/31/96	3.19%	73,443	77,132	500,000
12/31/97	9.06%	79,139	82,430	500,000
12/31/98	8.85%	85,039	87,930	500,000
12/31/99	-1.05%	82,730	85,223	500,000
The GCG Trust Liquid Asset Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90	7.75%	4,757	9,244	500,000
12/31/91	5.66%	14,233	18,719	500,000
12/31/92	3.13%	23,441	27,927	500,000
12/31/93	2.64%	32,648	37,135	500,000
12/31/94	3.89%	42,557	47,044	500,000
12/31/95	5.51%	54,024	58,111	500,000
12/31/96	5.01%	65,098	68,787	500,000
12/31/97	5.07%	67,414	70,704	500,000
12/31/98	5.13%	69,793	72,685	500,000
12/31/99	4.74%	71,908	74,401	500,000
The GCG Trust Mid-Cap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	79.05%	11,111	15,597	500,000

The assumptions underlying these values are described in Performance Information, page 171.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Survivor Dimensions   			175

HYPOTHETICAL ILLUSTRATIONS
Non-tobacco User Male Age 45 Preferred Risk Class			Guideline Premium Test
Non-tobacco User Female Age 45 Preferred Risk Class			Death Benefit Option A
Stated Death Benefit $500,000			Annual Premium $10,000
The GCG Trust Research Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	24.23%	6,222	10,709	500,000
The GCG Trust Total Return Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	3.38%	4,369	8,856	500,000
INVESCO VIF-Equity-Income Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	29.25%	6,669	11,156	500,000
12/31/96	22.28%	19,549	24,035	500,000
12/31/97	28.17%	37,061	41,547	500,000
12/31/98	15.30%	52,839	57,325	500,000
12/31/99	14.84%	70,539	75,026	500,000
INVESCO VIF-Utilities Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	9.08%	4,875	9,362	500,000
12/31/96	12.76%	15,646	20,132	500,000
12/31/97	23.41%	30,730	35,216	500,000
12/31/98	25.48%	50,059	54,546	500,000
12/31/99	19.13%	70,074	74,561	500,000

The assumptions underlying these values are described in Performance Information, page 171.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

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HYPOTHETICAL ILLUSTRATIONS
Non-tobacco User Male Age 45 Preferred Risk Class			Guideline Premium Test
Non-tobacco User Female Age 45 Preferred Risk Class			Death Benefit Option A
Stated Death Benefit $500,000			Annual Premium $10,000
Janus Aspen Aggressive Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	16.19%	5,507	9,994	500,000
12/31/95	27.28%	19,080	23,567	500,000
12/31/96	7.33%	29,749	34,235	500,000
12/31/97	12.29%	43,194	47,681	500,000
12/31/98	33.33%	69,936	74,422	500,000
12/31/99	122.20%	179,093	183,181	500,000
Janus Aspen Balanced Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	0.84%	4,144	8,630	500,000
12/31/95	24.79%	16,926	21,412	500,000
12/31/96	15.94%	30,047	34,534	500,000
12/31/97	21.68%	47,573	52,059	500,000
12/31/98	34.03%	76,146	80,632	500,000
12/31/99	26.03%	107,369	111,457	500,000
Janus Aspen Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	2.58%	4,298	8,785	500,000
12/31/95	29.92%	18,019	22,506	500,000
12/31/96	17.73%	31,862	36,349	500,000
12/31/97	21.84%	49,834	54,320	500,000
12/31/98	34.71%	79,576	84,063	500,000
12/31/99	42.50%	126,837	130,924	500,000

The assumptions underlying these values are described in Performance Information, page 171.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

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HYPOTHETICAL ILLUSTRATIONS
Non-tobacco User Male Age 45 Preferred Risk Class			Guideline Premium Test
Non-tobacco User Female Age 45 Preferred Risk Class			Death Benefit Option A
Stated Death Benefit $500,000			Annual Premium $10,000
Janus Aspen International Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	23.15%	6,126	10,613	500,000
12/31/96	34.07%	21,179	25,666	500,000
12/31/97	17.22%	35,374	39,861	500,000
12/31/98	16.14%	51,318	55,805	500,000
12/31/99	78.93%	109,945	114,431	500,000
Janus Aspen Worldwide Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	1.47%	4,200	8,686	500,000
12/31/95	27.25%	17,425	21,912	500,000
12/31/96	28.21%	34,375	38,862	500,000
12/31/97	20.90%	52,423	56,910	500,000
12/31/98	27.13%	78,087	82,573	500,000
12/31/99	62.98%	143,311	147,399	500,000

The assumptions underlying these values are described in Performance Information, page 171.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

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Part II

UNDERTAKING TO FILE REPORTS

     Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.

RULE 484 UNDERTAKING

     Insofar as indemnification for liability arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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.

     Texas Business Corporations Act Article 2.02-1 is a comprehensive provision that defines the power of Texas corporations to provide for the indemnification of its directors, officers, employees and agents. This Article also grants to corporations the power to purchase director and officer insurance.

Article XXVIII of the Southland Life Insurance Company Bylaws provides as follows:

ARTICLE XXVIII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     SECTION 1. Authorization for indemnification of Directors and officers in actions by or in the right of a company to procure a judgment in its favor.

          (a) Any person made party to an action by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a Director or officer of the Company, shall be indemnified against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such Director or officer is adjudged to have breached his duty to the Company.

          (b) The indemnification authorized under paragraph (a) shall in no case include:

               (1) Amounts paid in settling or otherwise disposing of a threatened or a pending action with or without court approval; or

               (2) Expenses incurred in defending a threatened action or a pending action which is settled or otherwise disposed of without court approval.

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     SECTION 2. Authorization for indemnification of Directors and officers in actions or proceedings other than by or in the right of a company to procure a judgment in its favor.

          (a) Any person made, or threatened to be made, a party in an action or proceeding other than one by or in the right of the company to procure a judgment in its favor, whether civil, criminal or administrative, including an action by or in the right of any other company of any type or kind, domestic or foreign, which any Director or officer of the Company, served in any capacity at the request of the Company, by reason of the fact that he, his testator or intestate, was a Director or officer of the Company, or served such other company in any capacity, shall be indemnified against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such Director or officer acted, in good faith, for a purpose which he reasonably believed to be in the best interests of the Company and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

          (b) The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Director or officer did not act in good faith for a purpose which he reasonably believed to be in the best interests of the Company or that he had reasonable cause to believe that this conduct was unlawful.

     SECTION 3. Payment of indemnification other than by court award.

          (a) A person who has been wholly successful, on the merits or otherwise, in the defense of a civil, criminal, or administrative action or proceeding of the character described in Section 1 or Section 2 above shall be entitled to indemnification as authorized in such Section 1 or Section 2.

          (b) Except as provided in Paragraph (a) of this Section 3, any indemnification under Section 1 or Section 2 above, unless ordered by a court, shall be made by the Company only if authorized in the specific case:

               (1) By the Board of Directors acting by a quorum consisting of Directors who are not parties to such action or proceeding upon a finding that the Director or officer has met the standard of conduct set forth in Section 1 or Section 2, as the case may be; or

               (2) If a quorum of the Board of Directors is not obtainable with due diligence:

                    (A) By the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 1 or Section 2 above has been met by such Director or officer, or

                    (B) By the stockholder (excluding the director or officer) upon a finding that the Director or officer has met the applicable standard of conduct set forth in Section 1 or Section 2 above.

          (c) Reasonable expenses incurred in defending a civil, criminal or administrative action or proceeding may be paid by the Company in advance of the final disposition of such action or proceeding if authorized under paragraph (b) of this Section 3 and if the Director or officer submits a written affirmation that he meets the standards necessary for indemnification and if the facts known to those making the determination would not preclude indemnification, but subject to a written undertaking of repayment if ultimately found not to be entitled to indemnification under the provisions hereof.

     SECTION 4. General

     The foregoing provisions of this Article XXVIII shall be deemed to be a contract between the Company and each Director and officer who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or therefore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

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     The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any Director or officer may be entitled apart from the provisions of this Article XXVIII.

     The Board of Directors in its discretion shall have the power on behalf of the Company to indemnify any person, other than a Director or officer, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was an employee of the company. Such indemnification shall be to the same extent and subject to the same standards as indemnification for a director or officer.

     SECTION 5. Liability Insurance

     The company and/or the Board of Directors may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the company or who is or was serving at the request of the company as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise or employee benefit plan, against any and all liability asserted against him and/or incurred by him in such capacity or arising out of his status as such a person, whether or not such person would be subject to or eligible for indemnification under the other provisions of this Article XXVIII.

REPRESENTATIONS PURSUANT TO SECTION 26(e)(2)(A)

Southland Life Insurance Company hereby represents that the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Southland Life Insurance Company.

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CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

     The facing sheet.
     The prospectus.
     Undertaking to file reports.
     Rule 484 undertaking.
     Representations pursuant to Section 26(e)(2)(A).
     The signatures.
     Written consents of the following persons:
          James L. Livingston, Jr. (See Exhibit 6.A.).
          Ernst & Young LLP (See Exhibit 7.A.).
          Sutherland Asbill & Brennan LLP (See Exhibit 7.B.).

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

     1.
          A.
          (1)     Resolution of the Board of Directors of Southland Life Insurance Company establishing Southland Separate Account L1 ¹
          (2)     Not Applicable
          (3) (a)     Form of Underwriting Agreement between Southland Life Insurance Company and ING America Equities, Inc. ²
               (b)     Form of Distribution Agreement ³
                    (i)     Amendment to Southland Life Insurance Company Distribution Agreement ⁹
                    (ii)     Form of Wholesaling Agreement ⁹
                    (iii)     Form of IIG Master Sales and Supervisory Agreement ⁹
                    (iv)     Form of Broker-Dealer Supervisory and Selling Agreement for Variable Contracts 9
               (c)     Schedule of Sales Commissions
                    (i)     Schedule of Sales Commissions (Bonus Schedule)
          (4)     Not applicable
          (5) (a)     Specimen Survivor Dimensions Universal Life Insurance Policy (Form No. 15287-00) 12/14/00
                    (i)     Single Life Term Insurance Rider (Insured #1)(Form No. 15289-00)
                    (ii)     Single Life Term Insurance Rider (Insured #2)(Form No. 15290-00)
                    (iii)     Adjustable Term Insurance Rider (Form No. 15288-00)
          (6) (a)     Amended and restated Articles of Incorporation of Southland Life Insurance Company ³
               (b)     By-laws of Southland Life Insurance Company ²
          (7)     Not applicable
          (8) (a)     Form of participation/distribution agreement between The Alger American Fund and the Company ³
               (b)     Form of participation/distribution agreement between Fidelity Variable Insurance Products Fund and the Company ³
                    (i)     Amendment dated October 5, 2000, to the participation/distribution agreement between Fidelity Variable Insurance Products Fund and Southland Life Insurance Company
                    (ii)     Amendment dated November 1, 2000, to the participation/distribution agreement between Fidelity Variable Insurance Products Fund and Southland Life Insurance Company
               (c)     Form of participation/distribution agreement between Fidelity Variable Insurance Products Fund II and the Company ³

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                    (i)     Amendment dated October 5, 2000, to the participation/distribution agreement between Fidelity Variable Insurance Products Fund II and Southland Life Insurance Company
                    (ii)     Amendment dated November 1, 2000, to the participation/distribution agreement between Fidelity Variable Insurance Products Fund II and Southland Life Insurance Company
               (d)     Form of participation/distribution agreement between INVESCO Variable Investment Funds, Inc. and the Company ³
                    (i)     Amendment dated October 4, 2000, to the participation/distribution agreement between INVESCO Variable Investment Funds, Inc. and Southland Life Insurance Company
               (e)     Form of participation/distribution agreement between Janus Aspen Series and the Company ³
               (f)     Form of administrative services agreement between Security Life of Denver Insurance Company and Southland Life Insurance Company ⁹
               (g)     Form of administrative services agreement between INVESCO Funds Group, Inc. and Southland Life Insurance Company ⁹
               (h)     Form of Service Agreement between Southland Life Insurance Company and Fred Alger Management, Inc. ¹⁰
               (i)     Form of participation agreement among The Alger American Fund, Fred Alger Management, Inc. and Southland Life Insurance Company ¹¹
               (j)     Form of distribution and shareholder services agreement between Janus Distributors, Inc. and Southland Life Insurance Company
               (k)     Form of participation agreement between Janus Aspen Series (Service Shares) and Southland Life Insurance Company
               (l)     Form of participation agreement among The GCG Trust, Directed Services, Inc. and Southland Life Insurance Company
          (9)     Not applicable
          (10)     Application form
               (a)     Southland Life Variable Universal Life Insurance Application ¹⁰
                    (i)     Application Insert Investment Feature Selection Form (Form No. 21-420) ¹²
          (11)     Description of issuance, transfer and redemption procedures

          B.     Not applicable

          C.     Not applicable

     2.     Opinion and Consent of Gary W. Waggoner ¹⁰

     3.     Not applicable

     4.     Not applicable

     5.     Not applicable

     6.A.     Opinion and Consent of James L. Livingston, Jr.

     7.A.     Consent of Ernst & Young LLP
        B.     Consent of Sutherland Asbill & Brennan LLP

¹     Incorporated by reference to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on October 6, 1995.

²     Incorporated by reference to the Registration Statement on Form N-4 for Southland Separate Account A1 (File No. 33-89574) filed with the Commission on February 17, 1995.

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³     Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for Southland Separate Account A1 (File No. 33-89574) filed with the Commission on September 29, 1995.

⁴     Incorporated by reference to Pre-Effective Amendment No. 2 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on May 10, 1996.

⁵     Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on July 30, 1996.

⁶     Incorporated by reference to Post-Effective Amendment No. 2 to the Registration      Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed      with the Commission on October 25, 1996.

⁷     Incorporated by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on April 30, 1997.

⁸     Incorporated by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on April 29, 1999.

⁹     Incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on May 1, 2000.

¹⁰     Incorporated by reference to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 333-46294) filed with the Commission on September 21, 2000.

¹¹     Incorporated by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on October 13, 2000.

¹²     Incorporated by reference to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 333-49880) filed with the Commission on November 20, 2000.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Southland Life Insurance Company and the Registrant, Southland Life Separate Account L1, have duly caused this Registration Statement to be signed on their behalf by the undersigned, hereunto duly authorized, and their seal to be hereunto fixed and attested, all in the City and County of Denver and the State of Colorado on the 11th day of December, 2000.

	Southland Life Insurance Company (Depositor)
	By:  /s/ Stephen M. Christopher          Stephen M. Christopher          President
(Seal) Attest: By:  /s/ Gary W. Waggoner          Gary W. Waggoner
	Southland Separate Account L1 (Registrant) By: Southland Life Insurance Company          (Depositor)
	By:  /s/ Stephen M. Christopher          Stephen M. Christopher          President
(SEAL) Attest: By:  /s/ Gary W. Waggoner          Gary W. Waggoner

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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities with Southland Life Insurance Company and on the date indicated.

Principal Executive Officers:

/s/ Stephen M. Christopher
Stephen M. Christopher
President, CEO and Chairman

/s/ James L. Livingston, Jr.
James L. Livingston, Jr.
Executive Vice President, CFO and Chief Actuary

Principal Accounting Officer:

/s/ Shari A. Enger
Shari A. Enger
Vice President - Controller

Directors:

/s/ Michael W. Cunningham
Michael W. Cunningham

/s/ B. Scott Burton
B. Scott Burton

/s/ Mark A. Tullis
Mark A. Tullis

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Exhibit Index

1.A.(3)(c)	Schedule of Sales Commissions
1.A.(3)(c)(i)	Schedule of Sales Commissions (Bonus Schedule)
1.A.(5)(a)	Specimen Survivor Dimensions Universal Life Insurance Policy (Form No. 15287-00) 12/14/00
1.A.(5)(a)(i)	Single Life Term Insurance Rider (Insured #1)(Form No. 15289-00)
1.A.(5)(a)(ii)	Single Life Term Insurance Rider (Insured #2)(Form No. 15290-00)
1.A.(5)(a)(iii)	Adjustable Term Insurance Rider (Form No. 15288-00)
1.A.(8)(b)(i)	Amendment dated October 5, 2000, to the participation/distribution agreement between Fidelity Variable Insurance Products Fund and Southland Life Insurance Company
1.A.(8)(b)(ii)	Amendment dated November 1, 2000, to the participation/distribution agreement between Fidelity Variable Insurance Products Fund and Southland Life Insurance Company
1.A.(8)(c)(i)	Amendment dated October 5, 2000, to the participation/distribution agreement between Fidelity Variable Insurance Products Fund II and Southland Life Insurance Company
1.A.(8)(c)(ii)	Amendment dated November 1, 2000, to the participation/distribution agreement between Fidelity Variable Insurance Products Fund II and Southland Life Insurance Company
1.A.(8)(d)(i)	Amendment dated October 4, 2000, to the participation/distribution agreement between INVESCO Variable Investment Funds, Inc. and Southland Life Insurance Company
1.A.(8)(j)	Form of distribution and shareholder services agreement between Janus Distributors, Inc. and Southland Life Insurance Company
1.A.(8)(k)	Form of participation agreement between Janus Aspen Series (Service Shares) and Southland Life Insurance Company
1.A.(8)(l)	Form of participation agreement among The GCG Trust, Directed Services, Inc. and Southland Life Insurance Company
1.A.(11)	Issuance, Transfer and Redemption Procedures Memorandum
6.A.	Opinion and Consent of James L. Livingston, Jr.
7.A.	Consent of Ernst & Young LLP
B.	Consent of Sutherland Asbill & Brennan LLP

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EX-1.A.(3)(C)

Schedule 1.A.(3)(c)

SCHEDULE C

COMPENSATION SCHEDULE
TO SELLING AGREEMENT FOR SOUTHLAND LIFE
SURVIVOR DIMENSIONS VARIABLE UNIVERSAL LIFE

This Schedule is an attachment to the ING America Equities, Inc. ("ING America Equities") Selling Agreement by and among the parties pursuant to paragraph 17 of that Selling Agreement, effective as of_____________________, 2000, or the date that Selling Broker-Dealer submits an application for this product, whichever is later. The provisions of this Schedule shall apply only to Southland Life Survivor Dimensions Variable Universal Life policies solicited and issued while this Schedule is in effect. All compensation payable under this Schedule shall be subject to the terms and conditions contained herein at the time of issue of the policy by Southland Life Insurance Company ("Southland").

1. Commission Structure:

		RCA	Trail
PCA	SCA	Years 2-10	Years 6+
90%	3.5%	3.5%	0.15% net account value

     PCA (Primary Commissionable Amount) is equal to the first year commission target premium (shown on policy schedule pages and illustrations). Gross premiums paid up to the PCA in any year are commissioned at the full PCA rate. A new PCA is generated any time a new base coverage segment is created. Note that a death benefit option change does not create a new PCA. Premium dollars are allocated first to PCA, then to SCA, and then to RCA.

     SCA (Secondary Commissionable Amount) is equal to the difference between the gross premiums paid in segment year one and the PCA.

     RCA (Renewable Commissionable Amount) equals zero in the first policy year. In renewal years, the RCA equals the gross premium paid per segment less the remaining PCA for that year, but never less than zero.

Premiums received within 15 days prior to policy anniversary will result in the agent receiving commissions at the same rate as if the premium was paid on the anniversary date.

2. Trail Commissions: for policy years six and thereafter, a trail commission of 0.15% for Survivor Dimensions Variable Universal Life on an annualized basis is calculated at the end of each month based on the policy's net account value at the end of the prior month.

The trail commission is payable monthly at the end of a policy month provided the policy is in force, and not subject to grace period provisions, on that date.

3. Riders: Commissionable riders will have a separate target premium which is set at issue and is level thereafter. The Adjustable Term Insurance Rider has no target premium associated with it.

4. Commission Calculation: Commissions shall be calculated only on premium actually received and accepted by Southland. Commissions shall be paid only on an earned basis. Outstanding loan amounts carried over are not considered commissionable premium.

5. Premium Allocation: If the Stated Death Benefit has been increased since the policy date, premiums received are allocated to the coverage segments in the same proportion that the commission target premium for each segment bears to the total commission target premium of the policy.

6. Death Benefit Increases: If a premium payment accompanies a request for a Stated Death Benefit increase or is received while a request is pending, the payment will be applied to the policy but commissions shall not be payable until the increase is effective. The commission shall then be payable based on the premium being allocated among all segments as it would normally and the new target premium after the increase.

7. Compensation Payments: Compensation on initial premium shall be due to the Selling Broker-Dealer at the time of the issuance of the policy and for all other premium payments at the time of the receipt and acceptance of premium by Southland, except that the amount, if any, and the time of payment of compensation on stated death benefit increases, replacements, reissues, changes, conversions, exchanges, term renewals, term conversions, premiums paid in advance, policies issued on a "guaranteed issue" basis, policies requiring facultative reinsurance arrangements, and other special cases and programs shall be governed by Southland's underwriting and administrative rules then in effect. The Compensation shall be payable to the Selling Broker-Dealer in accordance with the Schedule C in effect at the time of issue of the policy.

8. Commission Chargeback: In the event that a policy for which a commission has been paid is lapsed or surrendered by the Policy Owner during the first six months, or is returned to Southland for refund of premium during the Free Look Period as described in the policy, Southland and ING America Equities shall require reimbursement from Selling Broker-Dealer equal to 100% of the commission paid. If a premium payment for which a commission has been paid is refunded by Southland, a reimbursement of the commission paid on the amount refunded will be due from the Selling Broker-Dealer.

The reimbursement may be deducted by ING America Equities from the next, or any subsequent, commission payment to Selling Broker-Dealer.

If the amount to be reimbursed exceeds compensation otherwise due, Selling Broker-Dealer shall promptly reimburse ING America Equities before the next commission cycle.

9. Internal Exchanges: Commissions on the exchange of any policy issued by Southland or any other ING affiliate for Survivor Dimensions Variable Universal Life, if any, will be paid in accordance with the internal exchange procedures in effect at Southland on the date the exchange is completed. The commission rates and/or target premiums may be adjusted in accordance with the rules in effect at the time of the exchange. EX-1.A.(3)(C)(I) 3 schedule_cbonus.htm SCHEDULE C BONUS

Schedule 1.A.(3)(c)(i)

SCHEDULE C

COMPENSATION SCHEDULE
TO SELLING AGREEMENT FOR SOUTHLAND LIFE
SURVIVOR DIMENSIONS VARIABLE UNIVERSAL LIFE

This Schedule is an attachment to the ING America Equities, Inc. ("ING America Equities") Selling Agreement by and among the parties pursuant to paragraph 17 of that Selling Agreement, effective as of ______________________ or the date that Selling Broker-Dealer submits an application for this product, whichever is later. The provisions of this Schedule shall apply only to Southland Life Survivor Dimensions Variable Universal Life policies solicited and issued while this Schedule is in effect. All compensation payable under this Schedule shall be subject to the terms and conditions contained herein at the time of issue of the policy by Southland Life Insurance Company ("Southland").

1. Commission Structure:

		RCA	Trail
PCA	SCA	Years 2-10	Years 6+
85%	3.5%	3.5%	0.15% net account value

     PCA (Primary Commissionable Amount) is equal to the first year commission target premium (shown on policy schedule pages and illustrations). Gross premiums paid up to the PCA in any year are commissioned at the full PCA rate. A new PCA is generated any time a new base coverage segment is created. Note that a death benefit option change does not create a new PCA. Premium dollars are allocated first to PCA, then to SCA, and then to RCA.

     SCA (Secondary Commissionable Amount) is equal to the difference between the gross premiums paid in segment year one and the PCA.

     RCA (Renewable Commissionable Amount) equals zero in the first policy year. In renewal years, the RCA equals the gross premium paid per segment less the remaining PCA for that year, but never less than zero.

Premiums received within 15 days prior to policy anniversary will result in the agent receiving commissions at the same rate as if the premium was paid on the anniversary date.

2. Production Bonus: A bonus percentage will be determined based on each qualifying Representative's aggregate sales of all Southland products (variable and general account) during the six-month periods ending June 30 and December 31. Any General account production received outside the Representative's employment with Selling Broker-Dealer shall be included to determine bonus eligibility. The bonus percentages are as follows:

LEVEL	PRODUCTION	PRODUCTION BONUS %
Level I	$15,000 Paid Annualized Premium	5%
Level II	$30,000 Paid Annualized Premium	10%
Level III	$45,000 Paid Annualized Premium	15%

The percentage will be applied to variable universal life first policy year target premium actually received by Southland during the bonus period.

The bonus is payable during the month following the end of the applicable bonus period. To qualify for a bonus, Representative must have an aggregate Southland 13-month persistency of 85% or higher at the end of the applicable bonus period.

3. Trail Commissions: for policy years six and thereafter, a trail commission of 0.15% for Survivor Dimensions Variable Universal Life on an annualized basis is calculated at the end of each month based on the policy's net account value at the end of the prior month.

The trail commission is payable monthly at the end of a policy month provided the policy is in force, and not subject to grace period provisions, on that date.

4. Riders: Commissionable riders will have a separate target premium which is set at issue and is level thereafter. The Adjustable Term Insurance Rider has no target premium associated with it.

5. Commission Calculation: Commissions shall be calculated only on premium actually received and accepted by Southland. Commissions shall be paid only on an earned basis. Outstanding loan amounts carried over are not considered commissionable premium.

6. Premium Allocation: If the Stated Death Benefit has been increased since the policy date, premiums received are allocated to the coverage segments in the same proportion that the commission target premium for each segment bears to the total commission target premium of the policy.

7. Death Benefit Increases: If a premium payment accompanies a request for a Stated Death Benefit increase or is received while a request is pending, the payment will be applied to the policy but commissions shall not be payable until the increase is effective. The commission shall then be payable based on the premium being allocated among all segments as it would normally and the new target premium after the increase.

8. Compensation Payments: Compensation on initial premium shall be due to the Selling Broker-Dealer at the time of the issuance of the policy and for all other premium payments at the time of the receipt and acceptance of premium by Southland, except that the amount, if any, and the time of payment of compensation on stated death benefit increases, replacements, reissues, changes, conversions, exchanges, term renewals, term conversions, premiums paid in advance, policies issued on a "guaranteed issue" basis, policies requiring facultative reinsurance arrangements, and other special cases and programs shall be governed by Southland's underwriting and administrative rules then in effect. The Compensation shall be payable to the Selling Broker-Dealer in accordance with the Schedule C in effect at the time of issue of the policy.

9. Commission Chargeback: In the event that a policy for which a commission has been paid is lapsed or surrendered by the Policy Owner during the first six months, or is returned to Southland for refund of premium during the Free Look Period as described in the policy, Southland and ING America Equities shall require reimbursement from Selling Broker-Dealer equal to 100% of the commission paid. If a premium payment for which a commission has been paid is refunded by Southland, a reimbursement of the commission paid on the amount refunded will be due from the Selling Broker-Dealer.

The reimbursement may be deducted by ING America Equities from the next, or any subsequent, commission payment to Selling Broker-Dealer.

If the amount to be reimbursed exceeds compensation otherwise due, Selling Broker-Dealer shall promptly reimburse ING America Equities before the next commission cycle.

10. Internal Exchanges: Commissions on the exchange of any policy issued by Southland or any other ING affiliate for Survivor Dimensions Variable Universal Life, if any, will be paid in accordance with the internal exchange procedures in effect at Southland on the date the exchange is completed. The commission rates and/or target premiums may be adjusted in accordance with the rules in effect at the time of the exchange. EX-1.A.(5)(A) 4 sd_contract112700.htm SURVIVOR DIMENSIONS POLICY

Exhibit 1.A.(5)(a)

SOUTHLAND LIFE INSURANCE COMPANY
(A TEXAS CORPORATION)
5780 POWERS FERRY ROAD, N.W. ATLANTA, GEORGIA 30327-4390
MAILING ADDRESS
P.O. BOX 105006 ATLANTA, GEORGIA 30348-5006
A STOCK COMPANY - ESTABLISHED 1908

Insured (1)     John Q. Doe
Insured (2)     Mary J. Doe

Policy Number   08 0002 3435

Agreement by Southland Life Insurance Company

Southland Life Insurance Company will pay the benefits described in this policy in accordance with the terms of this policy. No benefit is payable under this policy on the death of the first insured, except as provided by rider, if attached. However, you should give us notice of the first death at the time it occurs.

Please Read Your Policy Carefully

This policy is a legal contract between you as owner of the policy and the company.

Right to Examine This Policy

You have the right to examine and return this policy. You may return it by mail or other delivery to the agent who sold it to you or to our Home Office within 10 days after you receive it. It will then be void from the beginning. Upon return of the policy, we will refund all premiums paid.

This policy is signed for Southland Life Insurance Company by

President
Secretary

This policy is a LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
This policy includes persistency bonus. This is a NON-PARTICIPATING policy.

Death benefits and other values provided by this contract, when based on the investment experience of a separate account, are variable. These values may increase or decrease, based on investment experience and are not guaranteed as to a fixed dollar amount. Death benefits are payable by us upon the second death of the two insureds. There is no maturity date. Flexible premiums are payable by you during the lifetime of either insured until the policy anniversary nearest the younger insured's 100^th birthday.

Form 15287-00

TABLE OF CONTENTS

          SCHEDULE     4

          DEFINITIONS     5

          INSURANCE COVERAGE PROVISIONS     6
               POLICY DATE     6
               BASE DEATH BENEFIT     6
               CHANGE IN REQUESTED INSURANCE COVERAGE     6
                    Requested Increases in Coverage     6
                    Requested Decreases in Coverage     7
                    Death Benefit Option Changes     7
               CONTINUATION OF COVERAGE BEYOND AGE 100     7
               PAYOUT OF PROCEEDS     8

          PREMIUM PROVISIONS     9
               SCHEDULED PREMIUMS     9
               UNSCHEDULED PREMIUMS     9
               PREMIUM LIMITATION     9
               FAILURE TO PAY PREMIUM     9
               INITIAL PREMIUM ALLOCATION     9
               SUBSEQUENT PREMIUM ALLOCATIONS     9
               CHANGES TO PREMIUM ALLOCATIONS     9

          SEPARATE ACCOUNT PROVISIONS     10
               THE SEPARATE ACCOUNT     10
               SEPARATE ACCOUNT DIVISIONS     10
               CHANGES WITHIN THE SEPARATE ACCOUNT     10

          GENERAL ACCOUNT PROVISIONS     11
               THE GENERAL ACCOUNT     11
               GUARANTEED INTEREST DIVISION     11
               LOAN DIVISION     11

          TRANSFER PROVISIONS     11

          ACCOUNT VALUE PROVISIONS     12
               ACCOUNT VALUES ON THE INVESTMENT DATE     12
               ACCUMULATION UNIT VALUE     12
               ACCUMULATION EXPERIENCE FACTOR     12
               ACCOUNT VALUE OF THE DIVISIONS OF THE SEPARATE ACCOUNT     13
               ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION     13
               ACCOUNT VALUE OF THE LOAN DIVISION     13

          MONTHLY DEDUCTION AND REFUND     14
               MONTHLY DEDUCTION     14
               COST OF INSURANCE     14
               PERSISTENCY REFUND     15

Form 15287-00				2

          LOAN PROVISIONS     15
               POLICY LOANS     15
                    Preferred Policy Loans     15
               LOAN INTEREST     16
               LOAN DIVISION     16

          PARTIAL WITHDRAWAL PROVISIONS     16

          SURRENDER PROVISIONS     17
               SURRENDER VALUE     17
               SURRENDER CHARGES     17
               BASIS OF COMPUTATIONS     18
               FULL SURRENDERS     18

          GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS     18
               GRACE PERIOD     18
               SPECIAL CONTINUATION PERIOD     19
               GUARANTEE PERIOD     19
               TERMINATION     20
               REINSTATEMENT     20
               DEFERRAL OF PAYMENT     20

          GENERAL POLICY PROVISIONS     21
               THE POLICY     21
               CONTRACT CHANGES     21
               PROCEDURES     21
               OWNERSHIP     21
               BENEFICIARIES     22
               EXCHANGE RIGHT     22
               POLICY SPLIT     22
               COLLATERAL ASSIGNMENT     23
               INCONTESTABILITY     23
               MISSTATEMENT OF AGE OR GENDER     24
               SUICIDE EXCLUSION     24
               PERIODIC REPORTS     24
               ILLUSTRATION OF BENEFITS AND VALUES     24
               NONPARTICIPATING     24
               CUSTOMER SERVICE CENTER     24

          PAYOUTS OTHER THAN AS ONE SUM     25
               ELECTION     25
               PAYOUT OPTIONS     25
               CHANGE AND WITHDRAWAL     25
               EXCESS INTEREST     26
               MINIMUM AMOUNTS     26
               SUPPLEMENTARY POLICY     26
               INCOME PROTECTION     26
               DEATH OF PRIMARY PAYEE     26
               PAYMENTS OTHER THAN MONTHLY     26

          SETTLEMENT OPTION TABLES     27

Any supplementary amendments or endorsements, and a copy of the application follow the final policy provisions and are to be considered part of the Policy.

Form 15287-00				3

SCHEDULE

(Schedule Effective Date: November 1, 2000)

POLICY NUMBER	08 0002 3435
POLICY DATE	NOVEMBER 1, 2000
INSURED (1)	JOHN Q. DOE
AGE/GENDER	35 MALE
PREMIUM CLASS:	STANDARD NONTOBACCO
RATING FACTOR:	1.00
INSURED (2)	MARY J. DOE
AGE/GENDER	35 FEMALE
PREMIUM CLASS:	STANDARD NONTOBACCO
RATING FACTOR:	1.00
JOINT EQUIVALENT AGE	35
INITIAL STATED DEATH BENEFIT	$100,000
ADJUSTABLE TERM INSURANCE      DEATH BENEFIT	$150,000*
TARGET DEATH BENEFIT	$250,000**
DEATH BENEFIT OPTION	A
MONTHLY PROCESSING DATE	1ST
SCHEDULED PREMIUM	$2000.00, Annually
MINIMUM ANNUAL PREMIUM	$614.76
[GUARANTEE PERIOD ANNUAL PREMIUM]	[$1966.56]
DEFINITION OF LIFE INSURANCE TEST	GUIDELINE PREMIUM TEST

Coverage will expire if premiums are insufficient to continue coverage. Coverage will also be affected by partial withdrawals, policy loans, changes in the current cost of insurance rates and the investment experience of the funds of the Separate Account.

*This amount is the amount of adjustable term death benefit on the policy date. This death benefit will vary from time to time, and may depend on your account value. See the rider and policy for details.

**This amount is the target death benefit on the policy date. It may change at the beginning of each policy year. See the Schedule and rider for details.

CUSTOMER SERVICE CENTER:	P.O. Box 173789, Denver, Colorado 80217-3789
	Toll Free Number 1-800-224-3035

Form 15287-00				4

SCHEDULE (Continued)

SEGMENT BENEFIT PROFILE

Schedule Effective Date: [November 1,2000]

Description	Segment Stated Death Benefit Amount	Segment Effective Date	Segment Target Premium
Segment #1	$100,000	11/1/2000	$410.06

ADDITIONAL BENEFITS

Adjustable Term Insurance Rider premium class or rating is the same as Segment #1

A segment is a block of death benefit coverage. The stated death benefit shown on the schedule page at issue is Segment #1. Additional segments may be added to the policy after issue to increase the death benefit. Each individual segment added to the policy has its own cost of insurance charges as shown in the Schedule. This is further defined in the Definition of Terms section of your policy.

Form 15287-00				4A

SCHEDULE (Continued)

EXPENSE CHARGES

Premium Expense Charges

     Premium Tax                    2.5% of each Premium

     Federal Deferred Acquisition Costs     1.5% of each Premium

We reserve the right to increase or decrease the premium expense charge for taxes due to any change in tax law. We further reserve the right to increase or decrease the premium expense charge for the federal income tax treatment of deferred acquisition costs due to any change in the cost to us.

     Guaranteed Maximum Sales Charge

	Segment Premium Paid Up to Segment Target Premium	Segment Premium Paid in Excess of Segment Target Premium
Segment Years 1-10	4.0%	2.0%
Segment Years 11 and beyond	2.0%	2.0%

Guaranteed Maximum Monthly Administrative Expense Charges

Per Policy Charge:	$15 per month for the first 120 policy months $9 per policy month thereafter
Monthly Administrative Charge:	$0.085 per unit for the first 120 policy months $0.015 per unit for policy months 121 through 240.
Unit is the greater of stated death benefit or target death benefit then in force for the policy, divided by 1000.

ANNUAL MORTALITY AND EXPENSE RISK CHARGE

Annual Mortality and Expense Risk Charge:     0.90% (0.002466% per day)

Form 15287-00				4B

SCHEDULE (Continued)

SURRENDER CHARGES

Total Surrender Charge Table

The surrender charges pertaining to the insurance coverage shown in the Schedule are shown in the following table. This table may change upon any increase or decrease in the policy's stated death benefit.

Surrender During the Policy Year Ending	Segment #1 Total Surrender Charge
2001	$630.96
2002	$630.96
2003	$630.96
2004	$630.96
2005	$630.96
2006	$577.86
2007	$524.77
2008	$471.67
2009	$418.58
2010	$365.48
2011	$312.38
2012	$259.29
2013	$206.19
2014	$143.10
2015	$0.00

Surrender charges for each coverage segment reach zero at the beginning of the fifteenth policy year. Surrender charges shall not exceed the applicable amount shown in this table.

Form 15287-00				4C

SCHEDULE (Continued)

POLICYHOLDER TRANSACTION CHARGES

Policy Illustrations	$25 for each illustration after the 1st in a policy year.
Partial Withdrawal Service Fee	See below.

POLICY LOANS

Policy Loan Interest Rate	6.00%
Preferred Loan Interest Rate	4.00%
Guaranteed Interest Rate Credited to Loan Division	4.00%
Minimum Loan Amount	$100
Maximum Loan Amount	See Loan Provisions section

PARTIAL WITHDRAWALS

Minimum Partial Withdrawal Amount	$100
Maximum Partial Withdrawal Amount	Amount which will leave $500 as the net cash surrender value
Partial Withdrawal Service Fee	Lesser of $25 or 2% of the withdrawal amount for each withdrawal in a policy year
Limit on Partial Withdrawals	Twelve (12) in a policy year.

GUARANTEED INTEREST DIVISION

Guaranteed Interest Rate for Guaranteed Interest Division    3.00%

PERSISTENCY REFUND FACTOR

Persistency Refund Factor:       .000375 monthly

Form 15287-00				4D

SCHEDULE ( Continued)

The policy's base death benefit at any time will be at least equal to the account value times the appropriate factor from this table.

DEFINITION OF LIFE INSURANCE
GUIDELINE PREMIUM TEST/CASH VALUE CORRIDOR TEST
DEATH BENEFIT FACTORS

Younger Insured's Attained Age	Factor	Younger Insured's Attained Age	Factor
0-40	2.50
41	2.43	71	1.13
42	2.36	72	1.11
43	2.29	73	1.09
44	2.22	74	1.07
45	2.15	75	1.05
46	2.09	76	1.05
47	2.03	77	1.05
48	1.97	78	1.05
49	1.91	79	1.05
50	1.85	80	1.05
51	1.78	81	1.05
52	1.71	82	1.05
53	1.64	83	1.05
54	1.57	84	1.05
55	1.50	85	1.05
56	1.46	86	1.05
57	1.42	87	1.05
58	1.38	88	1.05
59	1.34	89	1.05
60	1.30	90	1.05
61	1.28	91	1.04
62	1.26	92	1.03
63	1.24	93	1.02
64	1.22	94	1.01
65	1.20	95	1.00
66	1.19	96	1.00
67	1.18	97	1.00
68	1.17	98	1.00
69	1.16	99	1.00
70	1.15	100 and older	1.00

15287-00				4E 

SCHEDULE ( Continued)

TABLE OF GUARANTEED RATES-Segment #1
Guaranteed Maximum Cost of Insurance Rates Per $1000 of Net Amount at Risk
(These rates apply to the Base Policy.)

Segment Year	Monthly Cost of Insurance Rate	Segment Year	Monthly Cost of Insurance Rate	Segment Year	Monthly Cost of Insurance Rate
0	0.00029	29	0.44922	58	21.07894
1	0.00094	30	0.52778	59	23.37773
2	0.00174	31	0.61724	60	26.51949
3	0.00270	32	0.71747	61	31.35742
4	0.00390	33	0.82806	62	39.59830
5	0.00537	34	0.95316	63	54.65492
6	0.00720	35	1.09872	64	83.33333
7	0.00937	36	1.27190	65
8	0.01195	37	1.48191	66
9	0.01498	38	1.73698	67
10	0.01858	39	2.04020	68
11	0.02272	40	2.39109	69
12	0.02754	41	2.78822	70
13	0.03315	42	3.22853	71
14	0.03974	43	3.71109	72
15	0.04741	44	4.24541	73
16	0.05649	45	4.84859	74
17	0.06725	46	5.53770	75
18	0.08016	47	6.33237	76
19	0.09527	48	7.24554	77
20	0.11272	49	8.26516	78
21	0.13268	50	9.37750	79
22	0.15492	51	10.56782	80
23	0.17972	52	11.82596	81
24	0.20783	53	13.14547	82
25	0.24032	54	14.52703	83
26	0.27881	55	15.97964	84
27	0.32514	56	17.52244	85
28	0.38176	57	19.19650	86

The above Table of Guaranteed Rates is based on the 1980 U.S. Commissioner's Standard Ordinary Sex Distinct Mortality Table. These rates include substandard rates, if applicable.

Form 15287-00				4F

SCHEDULE ( Continued)

TABLE OF GUARANTEED RATES-Segment #1
Guaranteed Maximum Cost of Insurance Rates Per $1000 of ATR Net Amount at Risk
(These rates apply to the ATR.)

Segment Year	Monthly Cost of Insurance Rate	Segment Year	Monthly Cost of Insurance Rate	Segment Year	Monthly Cost of Insurance Rate
0	0.00045	29	0.66277	58	26.52708
1	0.00147	30	0.77552	59	29.36692
2	0.00271	31	0.90279	60	33.26593
3	0.00422	32	1.04461	61	39.29025
4	0.00609	33	1.19968	62	49.56750
5	0.00838	34	1.37382	63	68.35812
6	0.01119	35	1.57540	64	83.33333
7	0.01456	36	1.81377	65
8	0.01854	37	2.10117	66
9	0.02323	38	2.44842	67
10	0.02877	39	2.85820	68
11	0.03512	40	3.32872	69
12	0.04249	41	3.85608	70
13	0.05109	42	4.43540	71
14	0.06113	43	5.06385	72
15	0.07280	44	5.75364	73
16	0.08662	45	6.52663	74
17	0.10289	46	7.40396	75
18	0.12238	47	8.40993	76
19	0.14506	48	9.55930	77
20	0.17122	49	10.83359	78
21	0.20104	50	12.21454	79
22	0.23408	51	13.68128	80
23	0.27080	52	15.22354	81
24	0.31217	53	16.83418	82
25	0.35980	54	18.51615	83
26	0.41600	55	20.28398	84
27	0.48342	56	22.16496	85
28	0.56560	57	24.21246	86

The above Table of Guaranteed Rates is based on 125% of the 1980 U.S. Commissioner's Standard Ordinary Sex Distinct Mortality Table. These rates include substandard rates, if applicable.

Form 15287-00

DEFINITIONS

Account value: The sum of the amounts allocated to the portfolios of the Separate Account and to the Guaranteed Interest Division, as well as any amount set aside in the Policy Loan Division

Age/Joint equivalent issue age/Younger insured's birth date:

Age - The policy is issued at the ages shown in the Schedule. Each issue age is the age nearest birthday on the policy date.

Joint equivalent issue age - This age is determined on the policy date. The attained joint equivalent age is the joint equivalent issue age on the policy date increased by the number of completed policy years.

Younger insured's birth date - The younger insured's 100^th birth date is the date on which the younger of the two insured's reaches attained age 100 or the date the younger insured would have reached attained age 100 if that insured dies before actually reaching that date. Any other birth date of the younger insured is determined in the same manner. The younger insured's attained age is the issue age of the younger of the two insureds as shown in the Schedule, increased by the number of completed policy years.

Base death benefit: The base death benefit depends on the death benefit option you choose. This is defined in the Base Death Benefit provision of the policy.

Cash surrender value: Cash surrender value on any valuation date is the account value minus surrender charges, if any.

Customer Service Center: The Southland Customer Service Center is the company's offices at P.O. Box 173789, Denver, CO 80217-3789. For overnight delivery, the address is 1290 Broadway, Denver, CO 80203.

First death: The first death is the death of the first to die of the two insureds.

General Account: The account which contains all of our assets other than those held in a separate account.

Guaranteed Interest Division: Part of our General Account to which a portion of the account value may be allocated and which provides guarantees of principal and interest.

Initial period: The initial period ends on the earlier of: (a) the date this policy was delivered to you plus the Right to Examine Period, so long as we receive notice of the delivery date at our Customer Service Center before the date defined in (b), or (b) the date this policy is mailed from our Customer Service Center plus 5 days plus the Right to Examine Period.

Investment date: The first date we apply your net premium payment to your policy. We will allocate the initial net premium to your policy at the end of the valuation period during which the latest of the following requirements is satisfied:
     1)     we receive the amount of premium required for coverage to begin under the policy;
     2)     we have approved the policy for issue, and
     3)     all issue requirements have been met and received in our Customer Service Center.

Loan Division: Part of our General Account in which funds are set aside to secure any outstanding policy loan and accrued loan interest when due.

Form 15287-00				5

Monthly Processing Date: The date each month on which the monthly deductions from the account value are due. The first monthly processing date will be the policy date or the date on which the initial net premium is allocated to your policy, if later. Subsequent monthly processing dates will be the same date as the policy date each month thereafter. If that date is not a valuation date, monthly processing will use the next calculated accumulation unit value.

Net account value: The amount of the account value minus any policy loan and accrued loan interest.

Net cash surrender value: The amount of the cash surrender value minus any policy loan and accrued loan interest.

Net premium: The premium amount paid minus the premium expense charges shown in the Schedule. These charges are deducted from each premium before the premium is applied to your account value.

Partial withdrawal: The withdrawal of a portion of your cash surrender value from the policy. The partial withdrawal may reduce the amount of base death benefit in force, which in turn may cause a surrender charge to be incurred.

Policy loan: The sum of amounts you have borrowed from your policy, increased by any policy loan interest capitalized when due, and reduced by any policy loan repayments.

Portfolios of the Separate Account: The investment options available, each of which invests in shares of one of the portfolios.

Right to examine period: The number of days after delivery during which you have the right to examine your policy. See the cover page of your policy for a description of your right to examine period.

Scheduled premium: The premium amount that you specify on the application as the amount you intend to pay at fixed intervals over a specified period of time. Premiums may be paid monthly, quarterly, semiannual, or annually, as you determine. You need not pay the scheduled premium and you may change it at any time. Also, within limits, you may pay less or more than the scheduled premium.

Second death: The second death is the death of the second to die of the two insureds.

Segment: The stated death benefit shown on the Segment Benefit Profile of the Schedule is the initial segment, or Segment #1. Each increase in the stated death benefit (other than due to an option change) is a new segment. Each new segment will be shown separately on the Segment Benefit Profile of the Schedule. The first year for a segment begins on the effective date of the segment and ends one year later. Each new segment may be subject to a new minimum annual premium, new sales charge, new surrender charges, new cost of insurance charges and new incontestability and suicide exclusion periods.

Stated death benefit: The sum of the segments under the policy. The stated death benefit changes when there is an increase or a decrease or when a transaction on the policy causes it to change (for example, a partial withdrawal under an Option A base death benefit may cause the stated death benefit to change).

Surrender charge: The charge made against your account value in the event of surrender, policy lapse, requested reductions in the stated death benefit, or certain partial withdrawals.

Form 15287-00				5A

Target death benefit: The target death benefit for your policy is defined in the Adjustable Term Insurance Rider, if any, attached to the policy.

Valuation date: Each date as of which the net asset value of the shares of the portfolio and unit values of the divisions are determined. Except for days that a division's corresponding portfolio does not value its shares, a valuation date is any day:

(a)     The New York Stock Exchange (NYSE) is open for trading and on which Southland Life's Customer Service Center is open for business; or
(b)     as may be required by law.

Valuation period: The period which begins at 4:00 p.m. Eastern Time on a valuation day and ends at 4:00 p.m. Eastern Time on the next succeeding valuation date.

Form 15287-00				5B

INSURANCE COVERAGE PROVISIONS

POLICY DATE

The policy date shown in the Schedule is the effective date for all coverage provided in the original application. The policy date is the date from which we measure policy years and determine the monthly processing date. The first monthly processing date is the investment date. Future monthly processing dates are the same calendar day of each month as the policy date unless this is not a valuation date in which case the monthly processing date occurs on the next valuation date. A policy anniversary occurs each year on the same month and day as the policy date unless this is not a valuation date in which case the policy anniversary occurs on the next valuation date. The effective date for new segments and additional benefits is shown in the Schedule.

BASE DEATH BENEFIT

The base death benefit will be determined, at any time, as follows:

Option 1: Under Option A, the base death benefit is the greater of:
     (a)     The stated death benefit; or
     (b)     The account value multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule

Option 2: Under Option B, the base death benefit is the greater of:
     (a)     The stated death benefit plus the account value; or
     (b)     The account value multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule

The stated death benefit and the death benefit type are shown in the Schedule.

This policy is designed to qualify as a life insurance contract under the Internal Revenue Code. All terms and provisions of the policy shall be construed in a manner consistent with that design. The base death benefit in force at any time shall not be less than the amount of insurance necessary to achieve such qualification under the applicable provisions of the Internal Revenue Code in existence at the time the policy is issued. We reserve the right to amend the policy or adjust the amount of insurance when required. We will send you a copy of any policy amendment.

CHANGE IN REQUESTED INSURANCE COVERAGE

You may request that the insurance coverage be increased or decreased. Decreases are not allowed before the first policy anniversary. The change in coverage may not be for an amount less than $1,000. The effective date of the change will be the monthly processing date immediately following the date your written application is approved by us. After any change to the stated death benefit, you will receive an amended Schedule reflecting the change, the benefit under any riders, if applicable, the guaranteed cost of insurance rates, the new target premium and the new surrender charge.

Requested Increases in Coverage

Subject to our limits, you may request an increase in the stated death benefit through attained joint equivalent age 85. An increase will become effective as of the monthly processing date immediately following the date your written application is approved by us. You must provide evidence satisfactory to us that the insureds are insurable according to our normal rules of underwriting for the applicable premium class for this type of policy. This evidence will include an application and may include required medical information. An increase will consist of a new segment of stated death benefit. Each new

Form 15287-00				6

segment will result in a new sales charge which will be deducted from the premium allocated to the new segment. The new segment may also be subject to a new minimum annual premium, new surrender charges, new per thousand of stated death benefit charges, new cost of insurance charges and new incontestability and suicide exclusion periods.

Requested Decreases in Coverage

After the first policy anniversary, you may request a decrease in the stated death benefit. We will limit the decrease such that, immediately after the requested decrease:

     a)     The stated death benefit is at least $250,000 if there is no adjustable term insurance on the policy.
     b)     If there is adjustable term insurance on the policy, the stated death benefit is at least $100,000 and the target death benefit is at least $250,000.

A decrease will be effective as of the monthly processing date immediately following the date your written application is approved by us. A decrease will first reduce Adjustable Term Insurance Rider coverage, if attached to your policy, and will then reduce each of the stated death benefit segments in the same proportion as the stated death benefit is reduced. A surrender charge will apply if the stated death benefit is decreased and the decrease occurs during the 14 years following the policy date or the date of the prior increase. If a surrender charge applies, it will be deducted from your account value and future surrender charges will be reduced.

Death Benefit Option Changes

Beginning with the first monthly processing date and ending with the policy anniversary nearest the younger insured's 100^th birth date, you may request to change the death benefit option. This change will be effective as of the next monthly processing date following approval. A death benefit option change applies to the entire stated death benefit. We may not allow any change if it would reduce the stated death benefit below the minimum we require to issue this policy at the time of reduction. After the effective date of the change, the stated death benefit will be changed according to the following table:

OPTION   FROM	CHANGE   TO	STATED DEATH BENEFIT FOLLOWING THE OPTION CHANGE EQUALS:
Opt A	Opt B	Stated death benefit prior to such change minus your account value as of the effective date of the change.
Opt B	Opt A	Stated death benefit prior to such change plus your account value as of the effective date of the change.

To determine the segment stated death benefit after an option change, your account value will be allocated to each segment in the same proportion that segment bears to the stated death benefit as of the effective date of the change.

CONTINUATION OF COVERAGE BEYOND AGE 100

If the policy is in force on the policy anniversary nearest the younger insured's 100^th birth date, the policy will continue pursuant to the terms of the policy. On this date, the following will occur:

(a) If there is no Adjustable Term Insurance Rider on the policy, the stated death benefit for the policy remains unchanged as of the policy anniversary nearest the younger insured's 100^th birthday. If there is an Adjustable Term Insurance Rider attached to the policy, the stated

Form 15287-00				7

	death benefit for the policy will equal the target death benefit on the policy anniversary nearest the younger insured's 100th birthday. Any Adjustable Term Insurance Rider will then terminate.
(b)	All other riders attached to the policy also will terminate.
(c)	The portion of your account value invested in the portfolios of the Separate Account will be transferred into the Guaranteed Interest Division and no further investment in the divisions of the Separate Account will be allowed.
(d)	If the death benefit option in force on the policy is Option B, the policy will be converted to death benefit Option A in accordance with the procedures outlined in the Death Benefit Option Changes provision of the policy. No further changes will be allowed to the death benefit option.

After the policy anniversary nearest the younger insured's 100^th birth date, no further premiums will be accepted and no monthly deductions will be made. We will continue to credit interest to the account value in the Guaranteed Interest Division. Policy loans and withdrawals continue to be available. Any existing policy loan will continue. Policy loan interest will continue to accrue and if not paid, may cause your policy to lapse. Payments on policy loans and policy loan interest will be accepted. The policy will enter the 61-day grace period if the net cash surrender value is zero or less.

If you do not want coverage to continue past the policy anniversary nearest the younger insured's 100^th birth date, the policy may be surrendered at that time, or earlier.

PAYOUT OF PROCEEDS

Proceeds refer to the amount we will pay:

     a)     Upon surrender of the policy; or
     b)     Upon the second death of the two insureds.

The proceeds upon surrender of this policy will be the net cash surrender value. The amount of proceeds payable upon the second death will be the base death benefit in effect on the date of the second death, plus any amounts payable from any additional benefits provided by rider, minus any outstanding policy loan including accrued but unpaid interest, minus any unpaid monthly deductions incurred prior to the date of the second death. The calculation of the death proceeds will be computed as of the date of the second death. The second death is the death of the second to die of the two insureds.

We will determine the amount of proceeds payable upon the second death when we have received due proof of both deaths and any other information which is necessary to process the claim. Any proceeds we pay are subject to adjustments as provided in the Misstatement of Age or Gender, Suicide Exclusion and Incontestability provisions.

We will pay proceeds in one sum unless you request an alternate form of payment. There are many possible methods of payment. The available payout options are described in the Payouts Other Than As One Sum provision. Contact us or your registered representative for additional information. Interest will be paid on the one sum death proceeds from the date of the second death to the date of payment, or until a payout option is selected. Interest will be at the rate we declare, or at any higher rate required by law.

Form 15287-00				8

PREMIUM PROVISIONS

SCHEDULED PREMIUMS

The scheduled premium as shown in the Schedule may be paid while this policy is in force prior to the policy anniversary nearest the younger insured's 100^th birth date. You may increase or decrease the amount of the scheduled premium, subject to limits we may set and provisions in the Premium Limitation section. Under conditions provided in the Grace Period provision and the Guarantee Period provision you may be required to make premium payments to keep the policy in force. You may pay premiums on a monthly basis through an automated payment facility.

UNSCHEDULED PREMIUMS

You may make unplanned premium payments at any time the policy is in force prior to the policy anniversary nearest the younger insured's 100^th birth date, subject to the Premium Limitation section. Unless you tell us otherwise, these premium payments will first be applied to reduce or pay off any existing policy loan and, as such, premium expense charges will not be deducted.

PREMIUM LIMITATION

We will refund any premium that causes your policy not to qualify as a life insurance policy under the Internal Revenue Code. No premium may be paid after the second death. No premium may be paid after the policy anniversary nearest the younger insured's 100^th birth date.

FAILURE TO PAY PREMIUM

If you stop paying premiums prior to the policy anniversary nearest the younger insured's 100^th birth date, your coverage may lapse. See your Grace Period provision for details.

INITIAL PREMIUM ALLOCATION

If the initial period has not ended on the investment date, net premium amounts designated for allocation to portfolios of the Separate Account will be allocated on the investment date to the GCG Liquid Asset Portfolio and any net premium amount designated for allocation to the Guaranteed Interest Division will be allocated to that account. Any additional net premium amounts received after the investment date and before the end of the initial period will be allocated in the same manner as the initial net premium, at the end of the valuation period during which we receive the premium at our Customer Service Center. On the valuation date immediately following the end of the initial period, the balance of the amount in the GCG Liquid Asset Portfolio will be transferred to other portfolios of the Separate Account according to your allocation instructions. The amounts allocated to the Guaranteed Interest Division will remain in that division.

If the initial period has ended on the investment date, initial net premium amounts will be allocated on the investment date to portfolios of the Separate Account and/or to the Guaranteed Interest Division in accordance with your allocation instructions.

SUBSEQUENT PREMIUM ALLOCATIONS

After the initial premium allocation, all future scheduled and unscheduled premiums will be allocated to the portfolios of the Separate Account in accordance with your allocation instructions. This allocation will occur at the end of the valuation period during which we receive the premium at our Customer Service Center.

CHANGES TO PREMIUM ALLOCATIONS

You may change your premium allocation in accordance with instructions included in your annual policy prospectus.

Form 15287-00				9

SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT

The Separate Account is an account established by us, pursuant to the laws of the State of Texas, to separate the assets funding the benefits for the class of policies to which this policy belongs from the other assets of Southland Life Insurance Company.

The Separate Account is registered as a unit investment trust under the Investment Company Act of 1940. All income, gains and losses, whether or not realized, from assets allocated to the Separate Account are credited to or charged against the Separate Account without regard to income, gains or losses of our General Account. The assets of the Separate Account are our property but are separate from our General Account and our other Separate Accounts. That portion of the assets of the Separate Account which is equal to the reserves and other policy liabilities with respect to the Separate Account is not chargeable ith liabilities arising out of any other business we may conduct or subject to creditor claims against us.

SEPARATE ACCOUNT DIVISIONS

The Separate Account is divided into divisions, each of which invests in a fund portfolio designed to meet the objectives of the division. The current eligible divisions are shown in your annual policy prospectus. We may, from time to time, add additional divisions. If we do, you may be permitted to select from these other divisions subject to the terms and conditions we may impose on those allocations.

We reserve the right to limit the number of divisions in which you may invest over the life of the policy. This limit, if any, will be listed in the updated policy prospectus provided to you each year.

CHANGES WITHIN THE SEPARATE ACCOUNT

When permitted by law, and subject to any required notice to you and acceptance of the Securities and Exchange Commission ("SEC"), and approval by state regulatory authorities or policy owners, we may from time to time make the following changes to the Separate Account:

• Make additional divisions available. These divisions will invest in investment portfolios we find suitable for the policy.
• Eliminate divisions from the Separate Account or combine 2 or more divisions.
• Substitute a new portfolio for the portfolio in which a division invests. A substitution may become necessary if, in our judgment, a portfolio no longer suits the purposes of the policy. This may happen due to a change in laws or regulations, or a change in a portfolio's investment objectives or restrictions. This may also happen if the portfolio is no longer available for investment, or for some other reason, such as a declining asset base.
• Transfer assets of the Separate Account, which we determine to be associated with the class of policies to which your policy belongs, to another Separate Account.
• Withdraw the Separate Account from registration under the Investment Company Act of 1940.
• Operate the Separate Account as a management investment company under the Investment Company Act of 1940.

Form 15287-00				10

• Invest one or more divisions in a mutual fund other than, or in addition to, the portfolios.
• Discontinue the sale of policies.
• Terminate any employer or plan trustee agreement with us pursuant to its terms.
• Restrict or eliminate any voting rights as to the Separate Account.
• Make any changes required by the Investment Company Act of 1940 or the rules or regulations thereunder.

GENERAL ACCOUNT PROVISIONS

THE GENERAL ACCOUNT

The General Account holds all of our assets other than those held in the Separate Account or our other separate accounts. The Guaranteed Interest Division is a part of our General Account.

GUARANTEED INTEREST DIVISION

The Guaranteed Interest Division or Account is another division to which you may allocate premiums or make transfers. The account value of the Guaranteed Interest Division is equal to amounts allocated to this division plus any earned interest minus deductions taken from this division. Interest is credited at the guaranteed rate shown in the schedule or may be credited at a higher rate. Any higher rate is guaranteed to be in effect for at least a 12-month period.

LOAN DIVISION

The Loan Division is the account that is set aside to secure the policy loan, if any. See the Loan Provisions section for information.

TRANSFER PROVISIONS

After the initial premium allocation and until the policy anniversary nearest the younger insured's 100^th birth date, your account value in each division may be transferred to any other Division of the Separate Account or to the Guaranteed Interest Division upon your request. One transfer from the Guaranteed Interest Division into the separate account divisions may be made during the first 30 days of each policy year. Additional limitations and requirements will be listed in and governed by your annual policy prospectus in effect at the time of the transfer. We reserve the right to modify these limitations and requirements from time to time. On the policy anniversary nearest the younger insured's 100^th birth date, your account value in each division of the Separate Account will be transferred into the Guaranteed Interest Division and no further transfers will be allowed.

Form 15287-00				11

ACCOUNT VALUE PROVISIONS

The account value is the sum of the current amounts allocated to the portfolios of the Separate Account and to the Guaranteed Interest Division plus your balance in the Loan Division.

The account value is based on premiums paid, policy and rider charges assessed, loans and withdrawals taken, monthly deductions, premium expense charges, transaction charges, any surrender charges, and the investment experience or credited interest of the division to which your account value is allocated.

Your net account value is equal to your account value minus any policy loan and accrued but unpaid loan interest.

ACCOUNT VALUES ON THE INVESTMENT DATE

The account value of each division of the Separate Account and the Guaranteed Interest Division as of the investment date is equal to:

     a)     The allocation to that division of the first net premium paid; minus
     b)     The portion of any monthly deductions due on the investment date allocated to that division.

ACCUMULATION UNIT VALUE

The investment experience of a division of the Separate Account is determined as of each valuation date. We use an accumulation unit value to measure the experience of each of the Separate Account divisions during a valuation period. We generally set the accumulation unit value at $10 when each division is opened. The accumulation unit value for a valuation date equals the accumulation unit value for the preceding valuation date multiplied by the accumulation experience factor defined below for the valuation period ending on the valuation date.

The number of units for a given transaction related to a division of the Separate Account as of a valuation date is determined by dividing the dollar value of that transaction by that division's accumulation unit value for that date.

ACCUMULATION EXPERIENCE FACTOR

For each portfolio of the Separate Account, the accumulation experience factor reflects the investment experience of the portfolio in which that division invests and the charges assessed against that division for a valuation period. The accumulation experience factor is calculated as follows:

     a)     The net asset value of the portfolio in which that division invests as of the end of the current valuation period; plus
     b)     The amount of any dividend or capital gains distribution declared and reinvested in the portfolio in which that division invests during the current valuation period; minus
     c)     A charge for taxes, if any.
     d)     The result of (a), (b) and (c) is then divided by the net asset value of the portfolio in which that division invests as of the end of the preceding valuation period.
     e)     The daily equivalent of the annual mortality and expense risk charge shown in the Schedule for each day in the current valuation period is then subtracted from the result obtained in (d).

Form 15287-00				12

ACCOUNT VALUE OF THE DIVISIONS OF THE SEPARATE ACCOUNT

On subsequent valuation dates after the investment date, your account value of each portfolio of the Separate Account is calculated as follows:

     a)     The number of accumulation units in that division as of the beginning of the current valuation period multiplied by that division's accumulation unit value for the current valuation period; plus
     b)     Any additional net premiums allocated to that division during the current valuation period; plus
     c)     Any account value transferred to or minus any account value transferred from the Separate Account during the current valuation; minus
     d)     Any partial withdrawals allocated to that division and any applicable withdrawal service fees which are allocated to the divisions of the Separate Account during the current valuation period; plus
     e)     Any amounts released from the Loan Division as a result of a loan or loan interest payment, or minus amounts transferred to the Loan Division as a result of any loans which are allocated to the Separate Account during the current valuation period; minus
     f)     The portion of any surrender charge resulting from a decrease in stated death benefit allocated to the division; minus
     g)     The portion of the monthly deduction allocated to the Separate Account, if a monthly processing date occurs during the current valuation period.

ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION

On valuation dates after the investment date, your account value of the Guaranteed Interest Division is calculated as follows:

     a)     The account value of the Guaranteed Interest Division at the end of the preceding valuation period plus interest at the declared rate credited during the current valuation period; plus
     b)     Any additional net premiums allocated to the Guaranteed Interest Division plus interest credited to these premiums during the current valuation period; plus
     c)     Any account value transferred to or minus any account value transferred from the Guaranteed Interest Division during the current valuation period; minus
     d)     Any partial withdrawals taken and any applicable withdrawal service fees which are allocated to the Guaranteed Interest Division during the current valuation period; plus
     e)     Any amounts released from the Loan Division as a result of a loan or loan interest payment, or minus amounts transferred to the Loan Division as a result of any loans which are allocated to the Guaranteed Interest Division during the current valuation period; minus
     f)     The portion of any surrender charge resulting from a decrease in stated death benefit allocated to the Guaranteed Interest Division; minus
     g)     The portion of the monthly deduction allocated to the Guaranteed Interest Division, if a monthly processing date occurs during the current valuation period.

ACCOUNT VALUE OF THE LOAN DIVISION

On valuation dates after the investment date, your account value of the Loan Division is equal to:

     a)     The account value of the Loan Division on the prior valuation date; plus
     b)     Any interest credited to the Loan Division during the valuation period; plus
     c)     An amount equal to any additional loans since the prior valuation date; minus
     d)     Any loan repayments, including payment of loan interest; plus

Form 15287-00				13

     e)     The amount of accrued loan interest if the valuation date is a policy anniversary; minus
     f)     The amount of interest credited to the Loan Division during the year if the valuation date is a policy anniversary.

On policy anniversaries, any amount of interest credited to the Loan Division during the year is transferred from the Loan Division to the Separate Account and Guaranteed Interest Division according to your premium allocation then in effect.

MONTHLY DEDUCTION AND REFUND

MONTHLY DEDUCTION

The monthly deduction is equal to:

     a)     The cost of insurance charges for this policy; plus
     b)     The monthly charges for any other additional benefits provided by riders in force under the policy; plus
     c)     The monthly expense charges shown in the Schedule; plus
     d)     The charge for the Guaranteed Minimum Death Benefit option, if elected; plus
     e)     The policyholder transaction charges as described in the Schedule as applicable.

The monthly deductions are allocated to the divisions of the Separate Account and Guaranteed Interest Division as described in the prospectus in effect at the time of the transaction. This deduction is taken from your account value as of the monthly processing date. These deductions will display in periodic reports that we send you at least once per policy year. After the policy anniversary nearest the younger insured's 100^th birth date no further monthly deductions will be made, except policy transaction charges incurred after this date.

Policyholder transaction charges, as described in the Schedule, are deducted at the time of the applicable transaction.

COST OF INSURANCE

The cost of insurance for the policy is the sum of the cost of insurance for all segments. A segment's cost of insurance is the cost of insurance rate for the premium class for the segment multiplied by the net amount at risk allocated to the segment. It is determined on a monthly basis.

The net amount at risk is (a) minus (b) where:

     a)     Is the base death benefit for all segments as of the monthly processing date after the monthly deductions (other than cost of insurance charges for the base death benefit, any Adjustable Term Insurance Rider and any Single Life Term Insurance Rider), divided by the result of 1 plus the monthly equivalent of the guaranteed interest rate for the Guaranteed Interest Division as shown in the Schedule; and
     b)     Is your account value as of the monthly processing date after the monthly deductions (other than the cost of insurance charges for the base death benefit, any Adjustable Term Insurance Rider and any Single Life Term Insurance Rider).

The net amount at risk will be allocated to a segment in the same proportion as that segment's stated death benefit bears to the sum of the stated death benefits for all segments.

Form 15287-00				14

The cost of insurance rate for each segment will be determined by us from time to time. Different rates will apply to each segment. They will be based on the gender and age of each of the insureds, as of the effective date of segment coverage, the duration since the coverage began, the amount of target death benefit and the segment premium classes. Any change in rates will apply to all individuals of the same premium class and whose policies have been in effect for the same length of time. The rates will never exceed those rates shown in the Table of Guaranteed Rates for the segment. These tables are in the Schedule.

PERSISTENCY REFUND

We will calculate a monthly persistency refund by multiplying the monthly persistency refund factor times the account value allocated to the Loan Division and portfolios of the Separate Account. The persistency refund factor is shown in the Schedule. We may also increase this persistency refund based on the amount in the Guaranteed Interest Division.

Each month after the policy is in force for 120 months, we will credit the net account value held in the portfolios of the Separate Account and the Loan Division with a persistency refund. We may also credit the net account value held in the Guaranteed Interest Division with a persistency refund. The monthly persistency refund will be allocated to the divisions of the Separate Account and the Guaranteed Interest Division in the same proportion that your account value in each division bears to your net account value as of the monthly processing date.

LOAN PROVISIONS

POLICY LOANS

You may obtain a policy loan on or after the first monthly processing date. The maximum amount you may borrow at any time equals the net cash surrender value on the date of the loan request less all monthly deductions to the next policy anniversary, or 13 monthly deductions if you take a loan within the 30-day period before your next policy anniversary. The policy loan is a first lien on your policy. The minimum amount you may borrow is shown in the Schedule. The outstanding policy loan amount is equal to the loan amount as of the beginning of the policy year plus new loans and minus loan repayments, plus accrued interest.

Preferred Policy Loans

Preferred loan eligibility begins after the tenth (10^th) policy anniversary. The first loan requested during each year of preferred loan eligibility will be a preferred loan. The amount of the preferred loan cannot exceed 10% of the net account value. The preferred loan interest rate is shown in the Schedule.

Only one preferred loan may be requested in an eligible policy year. If the preferred loan amount in any eligible policy year is less than the maximum allowed, the balance may not be carried over to increase the eligible preferred loan amount in a subsequent policy year.

Beginning with the 21^st policy year, all loan balances will be preferred loan amounts.

Policy Form 15287-00				15

LOAN INTEREST

The annual policy loan interest rates are shown in the Schedule. If a loan is made, interest is due and payable at the end of the policy year. Thereafter, interest on the loan amount is due annually at the end of each policy year until the loan is repaid. If interest is not paid when due, it is added to the policy loan.

If the policy loan amount and any accrued interest equals or exceeds the cash surrender value, a premium sufficient to keep this policy in force must be paid as provided in the Grace Period provision.

LOAN DIVISION

When a policy loan is taken or when interest is not paid in cash when due, an amount equal to the loan or unpaid loan interest respectively, is transferred from the portfolios of the Separate Account and the Guaranteed Interest Division to the Loan Division to secure the loan. This amount will be deducted from the portfolios of the Separate Account and the Guaranteed Interest Division in the same proportion that your account value in each division bears to your net account value as of the date the transfer is effective unless otherwise specified in your instructions to us. Your account value in the Loan Division will be credited with interest at the interest rate for the Loan Division shown in the Schedule.

When a loan repayment is made, an amount equal to the repayment is transferred from the Loan Division to the Guaranteed Interest Division and the portfolios of the Separate Account in the same proportion as your current premium allocation unless you request a different allocation in writing.

PARTIAL WITHDRAWAL PROVISIONS

You may apply for a partial withdrawal from your account value on any monthly processing date after the first policy anniversary by writing to us at our Customer Service Center. The minimum and maximum partial withdrawal amounts are shown in the Schedule. When we process a partial withdrawal, the amount of the withdrawal plus a service fee is deducted from your account value. The amount of the service fee is shown in the Schedule. If a surrender charge is applicable, we will deduct it from your account value. We limit the number of partial withdrawals in a policy year. This number is shown in the Schedule.

The stated death benefit is reduced by the amount of the partial withdrawal unless one of the following exceptions applies.

     The stated death benefit is not reduced by a partial withdrawal taken when the base death benefit has been increased to qualify your policy as life insurance under the Internal Revenue Code and the amount withdrawn is not greater than that which reduces your account value to the level which no longer requires the base death benefit to be increased for Internal Revenue Code purposes.

     For a policy under an Option A death benefit, the stated death benefit is not reduced by a partial withdrawal:

          a)     If no more than 15 years have elapsed since the policy date;
          b)     If the joint equivalent age is not yet age 81; and
          c)     If the partial withdrawal taken is less than either the greater of 10% of your account value or 5% of the stated death benefit, calculated immediately before the partial withdrawal. Any additional amount withdrawn reduces your stated death benefit by that additional amount.

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     For a policy under an Option B death benefit, a partial withdrawal does not reduce your stated death benefit.

If the stated death benefit is reduced by a partial withdrawal during the first 14 years following the policy date or following an increase in the stated death benefit, a surrender charge will be deducted from your account value. (See your Surrender Charges provision.)

Any reduction in death benefit or account value will occur as of the date the partial withdrawal occurs.

We will limit the amount of the partial withdrawal such that, immediately after the requested withdrawal:

     a)     The stated death benefit is at least $250,000 if there is no adjustable term insurance on the policy.
     b)     If there is adjustable term insurance on the policy, the stated death benefit is at least $100,000 and the target death benefit is at least $250,000.

You may specify how much of the withdrawal you wish taken from each division of the Separate Account or from the Guaranteed Interest Division. You may not withdraw from the Guaranteed

Interest Division more than the total withdrawal times the ratio of your account value in the Guaranteed Interest Division to your net account value immediately prior to the withdrawal. Unless you indicate otherwise, we will make the withdrawal from the amounts in the Guaranteed Interest Division and the portfolios of the Separate Account in the same proportion that your account value in each division bears to your net account value immediately prior to the withdrawal. The withdrawal service fee and any surrender charge deducted from your account value are deducted from each division of the Separate Account and the Guaranteed Interest Division as described in the prospectus in effect at the time of the transaction.

We may send you a new Schedule to reflect the effect of the withdrawal if there is any change to the stated death benefit and surrender charges. We may ask you to return your policy to our Customer Service Center to make this change. The withdrawal and the reductions in death benefits will be effective as of the valuation date after we receive your request.

SURRENDER PROVISIONS

SURRENDER VALUE

The cash surrender value on any date will be your account value minus any applicable surrender charge and minus any policy loan including accrued but unpaid loan interest.

SURRENDER CHARGES

A separate surrender charge may apply to each stated death benefit segment for each policy year. The surrender charge for this policy is the sum of the surrender charge for each segment of stated death benefit. The surrender charge is shown in the Schedule.

Upon a decrease in the stated death benefit, a portion of the surrender charge will be deducted from your account value, unless the stated death benefit is decreased because the death benefit option is changed.

Form 15287-00				17

The amount we deduct will equal the applicable surrender charge for the policy year of the decrease times the percentage reduction in the stated death benefit. The surrender charges after the decrease will equal the surrender charges shown in the Schedule less the amount deducted from your account value. If the amount deducted from your account value causes your net cash surrender value to become zero or less, you may enter the grace period. (See Grace Period provision.)

We will send you a new Schedule to reflect the effect of any transaction that changes the stated death benefit or the surrender charges.

BASIS OF COMPUTATIONS

The cash surrender value under the policy is not less than the minimums required as of the policy date by the state in which your policy was delivered. A detailed statement of the method of computation of policy values under the policy has been filed with the insurance department of the state in which the policy was delivered, if required.

FULL SURRENDERS

You may surrender your policy after the Right to Examine Period or at any time before the second death and receive the net cash surrender value. We will compute the net cash surrender value as of the next valuation date after we receive both your request and the policy at our Customer Service Center. This policy will be canceled as of the date we receive your request, and there will be no further benefits under this policy. Once you surrender this policy, it cannot be reinstated.

GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS

GRACE PERIOD

If the following three conditions occur on a monthly processing date, the policy will enter into a 61-day grace period:

     a)     The net cash surrender value is zero or less; and
     b)     The special continuation period described below has expired or the required premium for the special continuation period has not been paid; and
     c)     The guarantee period described below was not elected, has expired or been terminated.

We will give you a 61-day grace period from this monthly processing date to make the required premium payment. The required premium payment then due must be paid to keep the policy in force. If this amount is not received in full by the end of the grace period, the policy will lapse without value. The required premium payment will be equal to past due charges plus an amount we expect to be sufficient to keep the policy and any riders in force for 2 months following receipt of the required premium payment. If we receive at least the required premium payment during the grace period, we will apply the net premium payment to the policy and make deductions for the past due amounts.

Notice of the amount of the required premium payment will be mailed to you or any assignee at the last known address at least 30 days before the end of the grace period. If the second death occurs during the grace period, we will deduct any overdue monthly charges from the death proceeds of the policy.

Form 15287-00				18

SPECIAL CONTINUATION PERIOD

During the first 5 policy years your policy will remain in force regardless of the net cash surrender value if, on a monthly processing date, the sum of your premiums paid minus the sum of your partial withdrawals, policy loans and accrued but unpaid policy loan interest is not less than the sum of the applicable minimum monthly premiums for each policy month starting with the first policy month to and including the policy month which begins on the current monthly processing date. Each minimum monthly premium equals 1/12 of the minimum annual premium. The minimum annual premium is shown in the Schedule. We use this premium for each policy month until the effective date of a change in the stated death benefit. If there is a change, the new Schedule will show the applicable minimum annual premium that applies to subsequent policy months during the remainder of the 5-year period.

If the policy is kept in force under this provision, the charges are not permanently waived. Instead, the charges continue to be deducted. This could result in a negative net cash surrender balance unless sufficient premium is received. This negative balance is your unpaid monthly deductions. At the end of the special continuation period, sufficient premium to bring your net cash surrender balance to zero will be due.

GUARANTEE PERIOD

If you elect the Guaranteed Minimum Death Benefit option, the policy will not terminate during the guarantee period even if the net account value is zero except as provided below. When your policy is kept in force under this option, all riders will terminate.

Each monthly guarantee period premium equals 1/12 of the guarantee period annual premium. The guarantee period annual premium is shown in the Schedule. We use this premium for each policy year until the effective date of a change in the stated death benefit. If there is a change, a new Schedule will show the applicable minimum guarantee period annual premium that applies to subsequent policy months.

The guarantee period will expire on the policy anniversary nearest the younger insured's 100th birth date. The guarantee period will terminate prior to the guarantee period expiration date if, on any monthly processing date, the actual premiums paid (minus the amount of any partial withdrawals and any policy loan including accrued but unpaid interest) are less than the sum of the guarantee monthly premiums for each policy month starting with the first policy month to, and including, the policy month that begins on the current monthly processing date.

The guarantee period will also terminate if your account value, on any monthly processing date, is not diversified. Diversification requires that no more than 35% of your net account value is invested in any one division, and that your net account value is invested in at least 5 divisions.

You will satisfy these diversification requirements if: (i) you are participating in the automatic rebalancing feature defined in and governed by the policy prospectus in effect on the policy effective date and your automatic rebalancing allocations comply with the diversifications specified above; or (ii) you elect dollar cost averaging and direct the resulting transfers into at least four other divisions with no more than 35% of any transfer going to any one division.

If, at the end of the guarantee period, the net account value of your policy is negative, your policy will terminate without value. The charge for this option is shown in the Schedule. Once the guarantee period has terminated, it cannot be reinstated.

Form 15287-00				19

TERMINATION

All coverage provided by this policy will end as of the earliest of:

     a)     The date the policy is surrendered;
     b)     The date of the second death; or
     c)     The date the grace period ends without payment of the required premium.

REINSTATEMENT

The policy and its riders may be reinstated within five years after the beginning of the grace period. The reinstatement will be effective as of the monthly processing date on or next following the date we approve your written application.

We will reinstate the policy and any riders if the following conditions are met:

     a)     You have not surrendered the policy for its net cash surrender value;
     b)     You submit evidence satisfactory to us that the insureds and those insured under any riders are still insurable according to our normal rules of underwriting for the applicable underwriting class for this type of policy; and
     c)     We receive payment of the amount of premium sufficient to keep the policy and any riders in force from the beginning of the grace period to the end of the expired grace period and for 2 months after the date of reinstatement. We will let you know, at the time you request reinstatement, the amount of premium needed for this purpose.

The surrender charge as of the date of reinstatement will equal the surrender charge as of the beginning of the grace period. We will reinstate any policy loan, with accrued loan interest to the end of the grace period, which existed when coverage ended.

Upon reinstatement, the net premium received minus past due amounts will be allocated to the portfolios of the Separate Account and the Guaranteed Interest Division according to the premium allocation percentages in effect at the start of the grace period or as directed by you in writing at the time of reinstatement.

DEFERRAL OF PAYMENT

Requests for transfers, withdrawals, policy loans or payment of proceeds for a full surrender will be mailed within 7 days of receipt of the request in a form acceptable to us. However, we may postpone the processing of any such Separate Account transactions for any of the following reasons:

     a)     The New York Stock Exchange (NYSE) is closed, other than customary weekend and holiday closings.
     b)     Trading on the NYSE is restricted by the Securities and Exchange Commission (SEC).

     c)     The SEC declares that an emergency exists as a result of which disposal of securities in the Separate Account is not reasonably practicable to determine your account value in the divisions.
     d)     A governmental body having jurisdiction over the Separate Account by order permits such suspension.

Rules and regulations of the SEC, if any, are applicable and will govern as to whether conditions described in (b), (c), or (d) exist.

Form 15287-00				20

Death proceeds will be paid within 7 days of determination of the proceeds and are not subject to deferment. We may defer for up to 6 months payment of any surrender proceeds, withdrawal or loan amounts from the Guaranteed Interest Division.

GENERAL POLICY PROVISIONS

THE POLICY

The policy, including the original application and applications for any increases, decreases, riders, endorsements, any Schedule pages, and any reinstatement applications make up the entire contract between you and us. A copy of the original application will be attached to the policy at issue or at delivery. A copy of any application as well as a new Schedule will be attached or furnished to you for attachment to the policy at the time of any change in coverage. In the absence of fraud, all statements made in any application will be considered representations and not warranties. No statement will be used to deny a claim unless it is in an application.

CONTRACT CHANGES

All changes made by us must be signed by our president or an officer and by our secretary or assistant secretary. No other persons can change any of this policy's terms and conditions.

PROCEDURES

We must receive any election, designation, assignment or any other change request you make in writing, except those specified on the application. It must be in a form acceptable to us. We may require a return of the policy for any change or for a full surrender. We are not liable for any action we take before we receive and record the written request at our Customer Service Center.

In the event of the death of an insured, please let us or our agent know as soon as possible. This includes the first and second death. Upon notification to us or our agent, instructions will be sent to you or the beneficiary immediately. We may require proof of age and a certified copy of the death certificate. We may require the beneficiary and next of kin to sign authorizations as part of due proof. These authorization forms allow us to obtain information about the decedent, including, but not limited to, medical records of physicians and hospitals used by the decedent. Settlement will be made upon receipt of due proof of death.

OWNERSHIP

The original owner is the person or entity named as the owner in the application. You, as the owner, can exercise all rights and receive the benefits until the second death. This includes the right to change the owner, beneficiaries, and methods for the payment of proceeds. All rights of the owner are subject to the rights of any assignee and any irrevocable beneficiary.

You may name a new owner by sending written notice to us. The effective date of the change to the new owner will be the date you sign the notice. The change will not affect any payment made or action taken by us before recording the change at our Customer Service Center.

Form 15287-00				21

BENEFICIARIES

The primary beneficiary surviving the second death will receive any death proceeds which become payable. Surviving contingent beneficiaries are paid death proceeds only if no primary beneficiary has survived the second death. If more than one beneficiary in a class survives the second death, they will share the death proceeds equally, unless your designation provides otherwise. If there is no designated beneficiary surviving, you or your estate will be paid the death proceeds. The beneficiary designation will be on file with us or at a location designated by us. Until the second death, you may name a new beneficiary. The effective date of the change will be the date the request was signed. We will pay proceeds to the most recent beneficiary designation on file. We will not be subject to multiple payments.

EXCHANGE RIGHT

If, for any reason within the first 2 policy years you want to exchange this policy for a policy in which values do not vary with the investment experience of the Separate Account, we will exchange this policy. The exchange will be implemented by transferring your account value in all the portfolios of the Separate Account to the Guaranteed Interest Division and by removing your future right to choose to allocate funds to the portfolios of the Separate Account. This transfer will not be subject to the excess transfer charge. We will require a return of this policy before this change will be processed.

POLICY SPLIT

This benefit is available unless any segment rating on either insured is higher than 3.0 times the standard premium class. Any rating is shown on the Schedule. If this benefit is available, you may exchange this policy for two individual policies, upon the occurrence of at least one of the contingent events listed below. The exchange must be to two single whole life or flexible premium universal life policies of the kind made available by us for exchange. One policy will be on Insured #1 and the other policy will be on Insured #2. No evidence of insurability will be required.

On the effective date of the exchange, you must split the available death benefit provided by this policy between the two single life policies. The maximum you may allocate to each single life policy is 50% of the available death benefit. The sum of the face amounts of two single life policies cannot exceed the available death benefit; however, there is no requirement that the maximum available amount on each life be used. The available death benefit is the amount of base death benefit plus any term insurance provided by the Adjustable Term Insurance Rider on the effective date of the exchange.

The policy split may be exercised upon the occurrence of any of the following contingent events:

     a)     Three months following the effective date of a final divorce decree with respect to the marriage of the two insureds.

     b)     The effective date of a change to Federal Estate Tax Law which results in either:
             1)     Removal of the unlimited marital deduction provision; or
             2)     A reduction in the current maximum Federal Estate Tax of at least 50% after the policy effective date.

     c)     The effective date of a dissolution of any business which is being conducted or owned by the two insureds covered under this policy at the time this policy is issued.

You must send us written notice of your election to split the policy within 180 days following the occurrence of any contingent event. Your notice must provide satisfactory evidence to us that the

Form 15287-00				22

contingent event has occurred. The insurance under the two individual policies will start on the effective date of the exchange only if both insureds are alive on the effective date of the exchange. The new policies will not provide any insurance until such time. If either insured is not alive on that date, the exchange shall be void.

The effective date of the exchange will be the first monthly processing date after we have approved the exchange.

The premiums under each new policy will be based on each insured's attained age, gender and premium class at the time of the split. Premiums will be due for each new policy in accordance with the terms of the new policy as of the effective date of the exchange. The surrender value of the old policy will be allocated to the new policies in the same proportion that the face amount was divided

between the two policies unless we agree to a different allocation. Such allocation will be made to each new policy on the effective date of the exchange. If such allocation would cause an increase in the face amount of the new policy, we reserve the right to limit the amount of surrender value that may be applied to the new policies. Any remaining surrender value will be paid to you in cash.

Any loan on the policy will be divided and transferred to each new policy in the same proportion as the cash value is apportioned. Any remaining outstanding loan balance must be paid in cash prior to the effective date of the exchange. Any assignee must agree to the exchange. Any assignment of the policy will apply to each new policy.

If there is a Single Life Term Insurance Rider on the original policy on the date of the exchange, you may have a term insurance rider insuring that life on the new policy if such a rider is available on the new policy. The amount of the insurance cannot be more than the amount under the Single Life Term Insurance Rider on that life under the original policy. Any other riders on the new policies are subject to availability and satisfactory evidence of insurability.

This policy provision ends on the earliest of:

     a)     The policy anniversary nearest the younger insured's 100^th birth date; or
     b)     The death of the first of the two insureds; or
     c)     The expiration of the grace period of the policy; or
     d)     The termination or surrender of the policy.

COLLATERAL ASSIGNMENT

You may assign this policy as collateral security by written notice to us. Once it is recorded with us, the rights of the owner and beneficiary are subject to the assignment. It is your responsibility to make sure the assignment is valid.

INCONTESTABILITY

After this policy has been in force while both insureds are alive for 2 years from the policy date, we will not contest the statements in the application attached at issue.

After this policy has been in force while both insureds are alive for 2 years from the effective date of any new segment or from the effective date of an increase in any other benefit, we will not contest the statements in the application for the new segment or other increase.

After this policy has been in force while both insureds are alive for 2 years from the effective date of any reinstatement, we will not contest the statements in the application for such reinstatement.

Form 15287-00				23

MISSTATEMENT OF AGE OR GENDER

If either insured's age or gender has been misstated, the death benefit will be adjusted. The death benefit will be that which the cost of insurance, which was deducted from your account value on the last monthly processing date prior to the second death of the two insureds, would have purchased for the insured's correct age and gender. If the death benefit adjustment is made prior to the second death, the adjusted benefit will be to an equitable amount determined by us. This adjustment will reflect the death benefit for the correct age or gender.

SUICIDE EXCLUSION

If either insured commits suicide, while sane or insane, within 2 years of the policy date, we will make a limited payment to the beneficiary. We will pay in one sum the amount of all premiums paid to us during that time, minus any outstanding policy loan (including accrued but unpaid interest) and partial withdrawals. Coverage under the policy and all riders will then terminate.

If either insured commits suicide, while sane or insane, within 2 years of the effective date of a new segment or of an increase in any other benefit, we will make a limited payment to the beneficiary for the new segment or other increase. This payment will equal the cost of insurance and any applicable monthly expense charges deducted for such increase. Coverage under that segment will then terminate.

PERIODIC REPORTS

We will send you, without charge, at least once each year a report that shows the current account value, net cash surrender value and premiums paid since the last report. The report will also show the allocation of your account value as of the date of the report and the amounts added to or deducted from your account value of each division since the last report. The report will include any other information that may be currently required by the insurance supervisory official of the jurisdiction in which this policy is delivered.

ILLUSTRATION OF BENEFITS AND VALUES

We will send you, upon written request, a hypothetical illustration of future death benefits and account values. This illustration will include the information as required by the laws or regulations where this policy is delivered. If you request more than one illustration during a policy year, we reserve the right to charge a reasonable fee for each additional illustration. The maximum amount of this fee is shown in the Schedule.

NONPARTICIPATING

The policy does not participate in our surplus earnings.

CUSTOMER SERVICE CENTER

Our Customer Service Center is at the address shown in the Schedule. Unless you are otherwise notified:

     a)     All requests and payments should be sent to us at our Customer Service Center; and
     b)     All transactions are effective as of the valuation date the required information is received at our Customer Service Center.

Form 15287-00				24

PAYOUTS OTHER THAN AS ONE SUM

ELECTION

Before the second death, you may elect to have the beneficiary receive the proceeds other than in one sum. If you have not made an election, the beneficiary may do so within 60 days after we receive due proof satisfactory to us of the second death. You may also elect to take the net cash surrender value of the policy upon its surrender other than in one sum. Satisfactory written request must be received at our Customer Service Center before payment can be made. A payee that is not a natural person may not be named without our consent. The various methods of settlement are described in the following Payout Options section.

PAYOUT OPTIONS

OPTION I. Payouts for a Designated Period. Payouts will be made in annual, semi-annual, quarterly or monthly installments per year as elected for a designated period, which may be 5 to 30 years. The installment dollar amounts will be equal except for any excess interest as described below. The amount of the first monthly payout for each $1,000 of account value applied is shown in Settlement Option Table I.

OPTION II. Life Income With Payouts for a Designated Period. Payouts will be made in annual, semi-annual, quarterly or monthly installments per year throughout the payee's lifetime, or if longer, for a period of 5, 10, 15 or 20 years as elected. The installment dollar amounts will be equal except for any excess interest as described below. The amount of the first monthly payout for each $1,000 of account value applied is shown in Settlement Option Table II. This option is available only for ages shown in the table.

Payouts for Payout Option II will be determined by using the 1983 Individual Annuity Mortality Table for the appropriate Gender at 3 ½% interest.

OPTION III. Hold at Interest. Amounts may be left on deposit with us to be paid upon the death of the payee or at any earlier date elected. Interest on any unpaid balance will be at the rate declared by us or at any higher rate required by law. Interest may be accumulated or paid in 1, 2, 4, or 12 installments per year, as elected. Money may not be left on deposit for more than 30 years.

OPTION IV. Payouts of a Designated Amount. Payouts will be made until proceeds, together with interest which will be at the rate declared by us or at any higher rate required by law, are exhausted. Payouts will be made in annual, semi-annual, quarterly or monthly equal installments per year, as elected.

OPTION V. Other. Settlement may be made in any other manner as agreed upon in writing between you (or the beneficiary) and us.

CHANGE AND WITHDRAWAL

You may change an election at any time before the second death. If you have given the beneficiary the right to make changes or withdrawals, or if the beneficiary has elected the option, the beneficiary (as primary payee) may take the actions below.

     a)     Changes may be made from Payout Options I, III, and IV to another option.
     b)     Full withdrawals may be made under Payout Option III or IV. Partial withdrawals of not less than $300 may be made under Payout Option III.

Form 15287-00				25

     c)     Remaining installments under Payout Option I may be commuted at 3½% interest and received in one sum.
     d)     Changes in any contingent payee designation may be made.

A written request must be sent to our Customer Service Center in writing to make a change or withdrawal. We also may require that you send in the supplementary policy. We may defer payment of commuted and withdrawable amounts for a period up to 6 months.

EXCESS INTEREST

If we declare that Payout Options are to be credited with an interest rate above that guaranteed, it will apply to Payout Options I, II, III, and IV. The crediting of excess interest for one period does not guarantee the higher rate for other periods. Any declared interest rate will be in effect for at least 12 months.

MINIMUM AMOUNTS

The minimum amount which may be applied under any option is $2,000. If the payments to the payee are ever less than $20, we may change the frequency of payments so as to result in payments of at least that amount.

SUPPLEMENTARY POLICY

When a payout option becomes effective, the policy will be surrendered in exchange for a supplementary policy. It will provide for the manner of settlement and rights of the payees. The supplementary policy's effective date will be the date of the second death or the date of other settlement. The first payment under Options I, II, and IV will be payable as of the effective date. The first interest payment under Option III will be made as of the end of the interest payment period elected. Subsequent payments will be made in accordance with the frequency of payment elected. The supplementary policy may not be assigned or payments made to another without our consent.

INCOME PROTECTION

Unless otherwise provided in the election, a payee does not have the right to commute, transfer or encumber amounts held or installments to become payable. To the extent provided by law, the proceeds, amount retained, and installments are not subject to any payee's debts, policies, or engagements.

DEATH OF PRIMARY PAYEE

Upon the primary payee's death, any payments certain under Option I or II, interest payments under Option III, or payments under Option IV will be continued to the contingent payee; or, amounts may be released in one sum if permitted by the policy. The final payee will be the estate of the last to die of the primary payee and any contingent payee.

PAYMENTS OTHER THAN MONTHLY

The tables that follow show monthly installments for Options I and II. To arrive at annual, semiannual, or quarterly payments, multiply the appropriate figures by 11.813, 5.957 or 2.991 respectively. Factors for other periods certain or for other options that may be provided by mutual agreement will be provided upon reasonable request.

Form 15287-00				26

SETTLEMENT OPTION TABLES

SETTLEMENT OPTION TABLE I

(Per $1,000 of Net Proceeds)

No. of Years Payable	Monthly Installments	No. of Years Payable	Monthly Installments
1	$84.65	16	6.76
2	43.05	17	6.47
3	29.19	18	6.20
4	22.27	19	5.97
5	18.12	20	5.75
6	15.35	21	5.56
7	13.38	22	5.39
8	11.90	23	5.24
9	10.75	24	5.09
10	9.83	25	4.96
11	9.09	26	4.84
12	8.46	27	4.73
13	7.94	28	4.63
14	7.49	29	4.53
15	7.10	30	4.45

15287-00				27

SETTLEMENT OPTION TABLE II
Female

( Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Female	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain	Female	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain
15	3.19	3.19	3.19	3.19	41	3.76	3.76	3.75	3.73
16	3.20	3.20	3.20	3.20	42	3.80	3.80	3.78	3.77
17	3.22	3.22	3.21	3.21	43	3.84	3.84	3.82	3.81
18	3.23	3.23	3.23	3.23	44	3.88	3.88	3.86	3.84
19	3.24	3.24	3.24	3.24	45	3.93	3.92	3.91	3.88
20	3.26	3.26	3.26	3.25	46	3.98	3.97	3.95	3.92
21	3.27	3.27	3.27	3.27	47	4.03	4.02	4.00	3.97
22	3.29	3.29	3.29	3.28	48	4.08	4.07	4.05	4.01
23	3.31	3.30	3.30	3.30	49	4.13	4.12	4.10	4.06
24	3.32	3.32	3.32	3.32	50	4.19	4.18	4.15	4.11
25	3.34	3.34	3.34	3.33	51	4.25	4.24	4.21	4.16
26	3.36	3.36	3.35	3.35	52	4.32	4.30	4.26	4.21
27	3.38	3.38	3.37	3.37	53	4.38	4.36	4.33	4.27
28	3.40	3.40	3.39	3.39	54	4.46	4.43	4.39	4.32
29	3.42	3.42	3.41	3.41	55	4.53	4.51	4.46	4.38
30	3.44	3.44	3.43	3.43	56	4.61	4.58	4.53	4.44
31	3.46	3.46	3.46	3.45	57	4.70	4.66	4.60	4.51
32	3.49	3.48	3.48	3.48	58	4.79	4.75	4.68	4.57
33	3.51	3.51	3.51	3.50	59	4.88	4.84	4.76	4.64
34	3.54	3.54	3.53	3.52	60	4.99	4.93	4.84	4.70
35	3.57	3.56	3.56	3.55	61	5.09	5.03	4.93	4.77
36	3.60	3.59	3.59	3.58	62	5.21	5.14	5.02	4.84
37	3.63	3.62	3.62	3.61	63	5.33	5.25	5.12	4.91
38	3.66	3.65	3.65	3.64	64	5.46	5.37	5.21	4.98
39	3.69	3.69	3.68	3.67	65	5.60	5.50	5.31	5.05
40	3.73	3.72	3.71	3.70	66	5.75	5.63	5.42	5.12

Form 15287-00				28 

SETTLEMENT OPTION TABLE II/Female
(Continued)

( Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Female	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain	Female	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain
67	5.91	5.77	5.53	5.19	92	14.45	9.61	7.09	5.75
68	6.08	5.91	5.63	5.25	93	14.81	9.66	7.10	5.75
69	6.26	6.07	5.74	5.32	94	15.16	9.70	7.10	5.75
70	6.46	6.23	5.86	5.37	95	15.49	9.73	7.10	5.75
71	6.67	6.40	5.97	5.43	96	15.80	9.76	7.10
72	6.89	6.58	6.08	5.48	97	16.11	9.79	7.10
73	7.13	6.76	6.18	5.52	98	16.40	9.80	7.10
74	7.39	6.95	6.29	5.57	99	16.68	9.82	7.10
75	7.67	7.14	6.39	5.60	100	16.95	9.82	7.10
76	7.96	7.34	6.48	5.63	101	17.20	9.83
77	8.28	7.54	6.57	5.66	102	17.43	9.83
78	8.61	7.74	6.65	5.68	103	17.62	9.83
79	8.97	7.94	6.72	5.70	104	17.78	9.83
80	9.34	8.13	6.79	5.71	105	17.91	9.83
81	9.73	8.32	6.84	5.72	106	18.00
82	10.14	8.50	6.89	5.73	107	18.06
83	10.57	8.67	6.94	5.74	108	18.09
84	11.01	8.83	6.97	5.74	109	18.11
85	11.46	8.97	7.00	5.75	110	18.11
86	11.91	9.10	7.02	5.75
87	12.36	9.22	7.04	5.75
88	12.81	9.32	7.06	5.75
89	13.25	9.41	7.07	5.75
90	13.67	9.48	7.08	5.75
91	14.07	9.55	7.09	5.75

Form 15287-00				29

SETTLEMENT OPTION TABLE II
Male

( Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Male	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain	Male	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain
15	3.28	3.28	3.27	3.27	41	4.01	4.00	3.97	3.94
16	3.29	3.29	3.29	3.28	42	4.06	4.04	4.01	3.98
17	3.31	3.31	3.30	3.30	43	4.11	4.09	4.06	4.02
18	3.32	3.32	3.32	3.32	44	4.16	4.14	4.11	4.06
19	3.34	3.34	3.34	3.33	45	4.22	4.20	4.16	4.11
20	3.36	3.36	3.35	3.35	46	4.28	4.25	4.21	4.16
21	3.38	3.38	3.37	3.37	47	4.34	4.31	4.27	4.21
22	3.40	3.40	3.39	3.39	48	4.41	4.38	4.33	4.26
23	3.42	3.42	3.41	3.41	49	4.48	4.44	4.39	4.31
24	3.44	3.44	3.43	3.43	50	4.55	4.51	4.45	4.36
25	3.46	3.46	3.45	3.45	51	4.62	4.58	4.52	4.42
26	3.49	3.48	3.48	3.47	52	4.70	4.66	4.58	4.48
27	3.51	3.51	3.50	3.49	53	4.79	4.74	4.65	4.54
28	3.54	3.53	3.53	3.52	54	4.88	4.82	4.73	4.60
29	3.56	3.56	3.55	3.54	55	4.97	4.91	4.80	4.66
30	3.59	3.59	3.58	3.57	56	5.07	5.00	4.88	4.72
31	3.62	3.62	3.61	3.60	57	5.17	5.10	4.97	4.78
32	3.65	3.65	3.64	3.62	58	5.29	5.20	5.05	4.85
33	3.68	3.68	3.67	3.65	59	5.41	5.31	5.14	4.91
34	3.72	3.71	3.70	3.68	60	5.53	5.42	5.23	4.97
35	3.75	3.75	3.73	3.72	61	5.67	5.54	5.33	5.04
36	3.79	3.78	3.77	3.75	62	5.81	5.67	5.42	5.10
37	3.83	3.82	3.81	3.78	63	5.97	5.80	5.52	5.16
38	3.87	3.86	3.85	3.82	64	6.13	5.94	5.62	5.22
39	3.92	3.90	3.89	3.86	65	6.31	6.08	5.72	5.28
40	3.96	3.95	3.93	3.90

Form 15287-00				30

SETTLEMENT OPTION TABLE II/Male
(Continued)

( Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Male	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain	Male	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain
66	6.49	6.23	5.82	5.33	91	14.64	9.64	7.09	5.75
67	6.69	6.38	5.92	5.38	92	15.00	9.68	7.10	5.75
68	6.90	6.54	6.02	5.43	93	15.34	9.72	7.10	5.75
69	7.12	6.71	6.12	5.48	94	15.68	9.75	7.10	5.75
70	7.35	6.87	6.21	5.52	95	16.00	9.78	7.10	5.75
71	7.60	7.05	6.30	5.55	96	16.30	9.80	7.10
72	7.86	7.22	6.39	5.59	97	16.59	9.81	7.10
73	8.13	7.40	6.47	5.62	98	16.86	9.82	7.10
74	8.42	7.57	6.55	5.64	99	17.11	9.83	7.10
75	8.72	7.75	6.62	5.66	100	17.33	9.83	7.10
76	9.04	7.92	6.69	5.68	101	17.53	9.83
77	9.37	8.09	6.75	5.70	102	17.69	9.83
78	9.72	8.26	6.81	5.71	103	17.82	9.83
79	10.08	8.42	6.86	5.72	104	17.92	9.83
80	10.44	8.57	6.90	5.73	105	18.00	9.83
81	10.82	8.71	6.94	5.74	106	18.05
82	11.21	8.85	6.97	5.74	107	18.08
83	11.59	8.97	7.00	5.75	108	18.10
84	11.99	9.09	7.02	5.75	109	18.11
85	12.38	9.20	7.04	5.75	110	18.11
86	12.76	9.29	7.05	5.75
87	13.15	9.38	7.07	5.75
88	13.53	9.46	7.08	5.75
89	13.91	9.53	7.08	5.75
90	14.28	9.59	7.09	5.75

Form 15287-00				31

This is a Non-Participating Policy
This Policy is a LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
This policy includes persistency bonus.

Death benefits and other values provided by this contract, when based on the investment experience of a separate account, are variable. These values may increase or decrease based on investment experience and are not guaranteed as to a fixed dollar amount. Death benefits are payable by us upon the second death of the two insureds. There is no maturity date. Flexible premiums are payable by you during the lifetime of either insured until the policy anniversary nearest the younger insured's 100^th birth date.

To obtain information or make a complaint, contact
Southland Life Insurance Company

Customer Service Center
P. O. Box 173789
Denver, Colorado 80217-3789

Toll Free Number: 1(800)224-3035

SOUTHLAND LIFE INSURANCE COMPANY
A Stock Company

Form 15287-00

EX-1.A.(3)(C)(I)

Schedule C Bonus

EX-1.A.(5)(A)

Survivor Dimensions Policy -- November, 2000

EX-1.A.(5)(A)(I)

Exhibit 1.A.(5)(a)(i)

SINGLE LIFE TERM INSURANCE RIDER
(This rider covers the life of Insured #1 only.)

This rider is a part of the policy to which it is attached if the rider is shown in the Schedule. This rider must be read with all policy provisions. This rider does not participate in our surplus earnings. The insured under this rider is Insured #1 listed in the Schedule. This rider has no loan value. There is no surrender charge applicable to this rider. The rider effective date is the policy date or, if added later, the monthly processing date on or next following the date your application for this rider is approved by us. The owner of this policy is the owner of this rider.

THE DEATH BENEFIT. Subject to this rider's terms, we will pay the term death benefit in force on the date of Insured #1's death. We will pay the proceeds to the beneficiary. The term death benefit amount for this rider is shown in the Schedule attached to the policy. The term death benefit may change at the beginning of each policy year.

COST OF INSURANCE. The cost of insurance for this rider is determined on a monthly basis. The cost is added to the policy's monthly deduction from the account value as of each monthly processing date until this rider terminates. The cost of insurance rates will be determined by us from time to time. They will be based on the issue age, gender and premium class of the insured as well as the duration since the rider effective date. The cost of insurance for this rider is calculated as the monthly cost of insurance rate multiplied by the death benefit (in thousands) for this rider.

The monthly guaranteed maximum cost of insurance rates per $1,000 for this rider are shown in the Schedule on the applicable table of guaranteed rates attached to your policy.

INCONTESTABILITY. After this rider has been in force while the insured is alive for two years from the policy date, we will not contest the statements in the application for this rider attached at the time this rider is issued.

After this rider has been in force while the insured is alive for two years from the effective date of any increase in the amount of insurance, we will not contest the statements in the application for such increase.

After this rider has been in force while the insured is alive for two years from the effective date of any reinstatement of this rider, we will not contest the statements in the application for such reinstatement of this rider.

SUICIDE EXCLUSION. If the policy terminates for suicide, this rider will then terminate without value.

If the insured commits suicide, while sane or insane, within two years of the rider effective date and the policy is not terminated due to this suicide, we will terminate this rider and make a limited payment to the beneficiary. We will pay in one sum the amount of the cost of insurance for this rider which was deducted from the policy value. This rider will then terminate.

If the insured commits suicide within two years of the effective date of an increase and the policy is not terminated due to this suicide, we will terminate the increase and pay the cost of insurance associated with the increase.

MISSTATEMENT OF AGE OR GENDER. If the insured's age or gender has been misstated, any amount payable by us will be adjusted. The death benefit will be that which the cost of insurance that was deducted from the policy value on the last monthly processing date prior to the death of Insured #1 would have purchased for the insured's correct age or gender. If the death benefit adjustment is made prior to the death of Insured #1, the adjusted death benefit will be to an equitable amount determined by us. The adjustment will reflect the death benefit for the correct age or gender.

15289-00

CHANGE IN AMOUNT OF COVERAGE. On any policy anniversary after the first rider anniversary, the insurance coverage under this rider may be changed. The coverage may be increased or decreased by sending a written request to our Customer Service Center. You may increase or decrease the coverage only once each policy year. Any change in coverage may not be for an amount less than $1,000. Such change is subject to the following conditions:

a)     Any requested decrease in the rider death benefit is subject to our approval. Our approval may be conditioned on eliminating any future scheduled increases to the rider death benefit.

b)     The amount of coverage under this rider in effect after any requested decrease may not be less than $1,000.

c)     Any request for an increase must be applied for on a supplemental application. The increase is subject to evidence satisfactory to us that the insured is still insurable according to our normal rules of underwriting for the applicable premium class for this type of policy. An increase will be subject to the existence of sufficient net cash surrender value to cover the monthly deduction for the next two months.

d)     For any increase or addition to coverage, the effective date will be the monthly processing date that falls on or next follows the date the supplemental application is approved by us. For any decrease in coverage, the effective date will be the monthly processing date that falls on or next follows receipt of the written request to reduce coverage. For any change in coverage, a supplemental Schedule page will be issued.

DECREASE IN STATED DEATH BENEFIT. Any requested decrease in the stated death benefit in the policy shall eliminate any future scheduled increases in the rider death benefit. We may choose not to eliminate these increases upon submission of evidence satisfactory to us that the insured is still insurable according to our normal rules of underwriting for the applicable premium class for this rider.

TERMINATION. This rider will terminate on the earliest of the following dates:

a)     Expiration of the grace period of the policy.
b)     Termination or surrender of the policy.
c)     Receipt by us of a written request from you to cancel this rider on any monthly processing date.
d)     Policy anniversary nearest the insured's 100^th birth date.
e)     When your policy is kept in force under the Guaranteed Minimum Death Benefit option.

Any deduction for the cost of insurance after termination of this rider will not be considered a reinstatement of this rider nor a waiver by us of the termination. Any such deduction will be credited to the policy value of the policy as of the date of the deduction.

REINSTATEMENT. If you reinstate your policy under the reinstatement provision of the policy, this rider will be reinstated.

Signed for the company

SOUTHLAND LIFE INSURANCE COMPANY

SECRETARY

15289-00				Page 2

EX-1.A.(5)(A)(II)

Exhibit 1.A.(5)(a)(ii)

SINGLE LIFE TERM INSURANCE RIDER
(This rider covers the life of Insured #2 only.)

This rider is a part of the policy to which it is attached if the rider is shown in the Schedule. This rider must be read with all policy provisions. This rider does not participate in our surplus earnings. The insured under this rider is Insured #2 listed in the Schedule. This rider has no loan value. There is no surrender charge applicable to this rider. The rider effective date is the policy date or, if added later, the monthly processing date on or next following the date your application for this rider is approved by us. The owner of this policy is the owner of this rider.

THE DEATH BENEFIT. Subject to this rider's terms, we will pay the term death benefit in force on the date of Insured #2's death. We will pay the proceeds to the beneficiary. The term death benefit amount for this rider is shown in the Schedule attached to the policy. The term death benefit may change at the beginning of each policy year.

COST OF INSURANCE. The cost of insurance for this rider is determined on a monthly basis. The cost is added to the policy's monthly deduction from the account value as of each monthly processing date until this rider terminates. The cost of insurance rates will be determined by us from time to time. They will be based on the issue age, gender and premium class of the insured as well as the duration since the rider effective date. The cost of insurance for this rider is calculated as the monthly cost of insurance rate multiplied by the death benefit (in thousands) for this rider.

The monthly guaranteed maximum cost of insurance rates per $1,000 for this rider are shown in the Schedule on the applicable table of guaranteed rates attached to your policy.

INCONTESTABILITY. After this rider has been in force while the insured is alive for two years from the policy date, we will not contest the statements in the application for this rider attached at the time this rider is issued.

After this rider has been in force while the insured is alive for two years from the effective date of any increase in the amount of insurance, we will not contest the statements in the application for such increase.

After this rider has been in force while the insured is alive for two years from the effective date of any reinstatement of this rider, we will not contest the statements in the application for such reinstatement of this rider.

SUICIDE EXCLUSION. If the policy terminates for suicide, this rider will then terminate without value.

If the insured commits suicide, while sane or insane, within two years of the rider effective date and the policy is not terminated due to this suicide, we will terminate this rider and make a limited payment to the beneficiary. We will pay in one sum the amount of the cost of insurance for this rider which was deducted from the policy value. This rider will then terminate.

If the insured commits suicide within two years of the effective date of an increase and the policy is not terminated due to this suicide, we will terminate the increase and pay the cost of insurance associated with the increase.

MISSTATEMENT OF AGE OR GENDER. If the insured's age or gender has been misstated, any amount payable by us will be adjusted. The death benefit will be that which the cost of insurance that was deducted from the policy value on the last monthly processing date prior to the death of Insured #2 would have purchased for the insured's correct age or gender. If the death benefit adjustment is made prior to the death of Insured #2, the adjusted death benefit will be to an equitable amount determined by us. The adjustment will reflect the death benefit for the correct age or gender.

15290-00

CHANGE IN AMOUNT OF COVERAGE. On any policy anniversary after the first rider anniversary, the insurance coverage under this rider may be changed. The coverage may be increased or decreased by sending a written request to our Customer Service Center. You may increase or decrease the coverage only once each policy year. Any change in coverage may not be for an amount less than $1,000. Such change is subject to the following conditions:

a)     Any requested decrease in the rider death benefit is subject to our approval. Our approval may be conditioned on eliminating any future scheduled increases to the rider death benefit.

b)     The amount of coverage under this rider in effect after any requested decrease may not be less than $1,000.

c)     Any request for an increase must be applied for on a supplemental application. The increase is subject to evidence satisfactory to us that the insured is still insurable according to our normal rules of underwriting for the applicable premium class for this type of policy. An increase will be subject to the existence of sufficient net cash surrender value to cover the monthly deduction for the next two months.

d)     For any increase or addition to coverage, the effective date will be the monthly processing date that falls on or next follows the date the supplemental application is approved by us. For any decrease in coverage, the effective date will be the monthly processing date that falls on or next follows receipt of the written request to reduce coverage. For any change in coverage, a supplemental Schedule page will be issued.

DECREASE IN STATED DEATH BENEFIT. Any requested decrease in the stated death benefit in the policy shall eliminate any future scheduled increases in the rider death benefit. We may choose not to eliminate these increases upon submission of evidence satisfactory to us that the insured is still insurable according to our normal rules of underwriting for the applicable premium class for this rider.

TERMINATION. This rider will terminate on the earliest of the following dates:

a)     Expiration of the grace period of the policy.
b)     Termination or surrender of the policy.
c)     Receipt by us of a written request from you to cancel this rider on any monthly processing date.
d)     Policy anniversary nearest the insured's 100^th birth date.
e)     When your policy is kept in force under the Guaranteed Minimum Death Benefit option.

Any deduction for the cost of insurance after termination of this rider will not be considered a reinstatement of this rider nor a waiver by us of the termination. Any such deduction will be credited to the policy value of the policy as of the date of the deduction.

REINSTATEMENT. If you reinstate your policy under the reinstatement provision of the policy, this rider will be reinstated.

Signed for the company

SOUTHLAND LIFE INSURANCE COMPANY

SECRETARY

15290-00					Page 2

EX-1.A.(5)(A)(III)

Exhibit 1.A.(5)(a)(iii)

ADJUSTABLE TERM INSURANCE RIDER

This rider is a part of the policy to which it is attached if this rider is shown in the Schedule. This rider must be read with all policy provisions. This rider does not participate in our surplus earnings. The insureds under this rider are Insured #1 and Insured #2 listed in the Schedule. This rider has no loan value. There is no surrender charge applicable to this rider. The rider effective date is the policy date or, if added later, the monthly processing date on or next following the date your application for this rider is approved by us. The owner of the policy is the owner of this rider.

THE DEATH BENEFIT. Subject to this rider's terms, we will pay the term death benefit in force on the date of the second death of the two insureds. This benefit is payable to the beneficiary.

The amount of term death benefit is the difference between the total death benefit and the base death benefit provided by the policy. Total death benefit depends on which death benefit option is in effect.

     Option 1: If option 1 is in effect, the total death benefit is the greater of
          a) The target death benefit; or
          b) The account value multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule.

     Option 2: If option 2 is in effect, the total death benefit is the greater of:
          a) The target death benefit plus the account value; or
          b) The account value multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule.

In no event will the term death benefit be less than zero. It is also not increased or decreased by policy loan activity.

In your application for this rider you may request a pattern of increasing or decreasing target death benefits. The actual target death benefit is subject to our approval.

The target death benefit is shown in the Schedule attached to your policy. It may be a constant amount or it may change at the beginning of a policy year. The target death benefit may be reduced if there is a partial withdrawal.

If a partial withdrawal reduces the stated death benefit, the target death benefit for the current year and all future years will be reduced by an amount equal to the reduction in the stated death benefit. You will receive a new Schedule reflecting the new target death benefit. See your policy for details. The stated death benefit is defined in your policy.

Any requested decrease in the stated death benefit in the policy will eliminate any future scheduled increases in the target death benefit. We may choose not to eliminate these increases upon submission of evidence satisfactory to us that the insureds are still insurable according to our normal rules of underwriting for their current premium classes.

COST OF INSURANCE. The cost of insurance for this rider is determined on a monthly basis. The cost is added to the policy's monthly deduction from the account value as of each monthly processing date until this rider terminates. The cost of insurance rates will be determined by us from time to time. They will be based on the issue ages, genders and premium classes of the insureds as well as the duration since the rider effective date. The cost of insurance for this rider is calculated as the monthly cost of insurance rate multiplied by the death benefit (in thousands) for this rider. The monthly guaranteed maximum cost of insurance rates per $1,000 for this rider are shown in the Schedule on the applicable table of guaranteed rates attached to your policy.

15288-00

INCONTESTABILITY. After this rider has been in force while both insureds are alive for two years from the rider effective date, we will not contest the statements in the application for this rider attached at the time the rider is issued.

After this rider has been in force while both insureds are alive for two years from the effective date of any increase in the amount of insurance, we will not contest the statements in the application for the increase.

After this rider has been in force while both insureds are alive for two years from the effective date of any reinstatement of this rider, we will not contest the statements in the application for such reinstatement of this rider.

SUICIDE EXCLUSION. If the policy terminates for suicide, this rider will then terminate without value.

If either insured commits suicide, while sane or insane, within two years of the rider effective date and the policy is not terminated due to this suicide, we will terminate this rider and make a limited payment to the beneficiary for the rider. We will pay in one sum the amount of the cost of insurance for this rider which was deducted from the policy.

If either insured commits suicide, while sane or insane, within two years of the effective date of an increase and the policy is not terminated due to this suicide, we will terminate the increase and pay the cost of insurance associated with the increase.

MISSTATEMENT OF AGE OR GENDER. If either insured's age or gender has been misstated, the death benefit will be adjusted. The death benefit will be that which the cost of insurance which was deducted from the policy value on the last monthly processing date prior to the second death would have purchased for the insured's correct age or gender. If the death benefit adjustment is made prior to the second death, the adjusted benefit will be to an equitable amount determined by us. The adjustment will reflect the death benefit for the correct age or gender.

CHANGE IN AMOUNT OF COVERAGE. On any policy anniversary after the first rider anniversary, the target death benefit under this rider may be changed. The target death benefit may be increased or decreased by sending a written request to our Customer Service Center. Any request for increased death benefits will automatically be an increase to the stated death benefit as well as to the target death benefit unless you specifically request an increase only to the target death benefit. You may increase or decrease the target death benefit only once each policy year. You may not increase insurance coverage provided by this rider after attained joint equivalent age 85. Any change in coverage may not be for an amount less than $1,000. Such change is subject to the following conditions:

a) Any requested decrease in target death benefit is subject to our approval. Our approval may be conditioned on eliminating any future increases to the target death benefit that are shown in the Schedule.
b) Any request for an increase must be applied for on a supplemental application. The increase is subject to evidence satisfactory to us that the insureds are still insurable according to our normal rules of underwriting for their current premium classes for this type of rider. If there is no change in premium class, the increase will be processed.

c) For any increase or addition to coverage, the effective date will be the monthly processing date that falls on or next follows the date the supplemental application is approved by us. For any decrease in coverage, the effective date will be the monthly processing date that falls on or next follows receipt of the written request to reduce coverage.

15288-00				Page 2

d) Any decrease in the total death benefit will first reduce adjustable term insurance before stated death benefit is reduced.

For any change in coverage, a supplemental Schedule will be issued.

TERMINATION. This rider will terminate on the earliest of the following dates:

a) Expiration of the grace period of the policy.
b) Termination or surrender of the policy.
c) Receipt by us of a written request from you to cancel this rider on any monthly processing date.
d) Policy anniversary nearest the younger insured's 100^th birth date.
e) When your policy is kept in force under the Guaranteed Minimum Death Benefit option.

Any deduction for the cost of insurance after termination of this rider will not be considered a reinstatement of this rider nor a waiver by us of the termination. Any such deduction will be credited to the account value of the policy as of the date of the deduction.

REINSTATEMENT. If you reinstate your policy under the Reinstatement provision in the policy, this rider will be reinstated.

Signed for the company

SOUTHLAND LIFE INSURANCE COMPANY

SECRETARY

15288-00				Page 3

EX-1.A.(8)(B)(I)

Exhibit 1.A.(8)(b)(i)

AMENDMENT TO PARTICIPATION AGREEMENT

     THIS AGREEMENT is made by and among Southland Life Insurance Company, a life insurance company organized under the laws of the State of Texas (the "Company"), Variable Insurance Products Fund, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

     WHEREAS, the Parties executed a participation agreement dated August 10, 1995 (the "Participation Agreement"), governing how shares of the Fund's portfolios are to be made available to certain variable life insurance and/or variable annuity contracts (the "Contracts") offered by the Company through certain separate accounts (the "Separate Accounts");

     WHEREAS, the various contracts for which shares are purchased are listed in Schedule A of the Participation Agreement;

     WHEREAS, the Parties have agreed that it is in their interests to add an additional Contract and class of Fund to be purchased by the Separate Accounts;

     NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree as follows:

1. The Participation Agreement is hereby amended by substituting for the current Schedule A an amended Schedule A in the form attached hereto which adds the Survivor Dimensions Variable Universal Life policies to the list of Contracts funded by the Separate Accounts.

2. The Participation Agreement is hereby amended by substituting for the current Schedule C an amended Schedule C in the form attached hereto which adds certain other investment options to the Contracts funded by the Separate Accounts.

3. The Participation Agreement is hereby amended by adding Schedule D in the form attached hereto which adds certain classes of certain Fidelity Funds to some Contracts funded by the Separate Accounts.

4. All notices sent to Southland Life pursuant to Section XI Notices of the Agreement shall be directed to:

          Southland Life Insurance Company
          1290 Broadway
          Denver, CO 80203
          Attention: Variable Counsel
          Fax: (303) 860-2134

Executed this 5th day of October, 2000.

Southland Life Insurance Company	Variable Insurance Products Fund
BY: /s/ Jim Livingston	BY: /s/ Robert C. Pozen
Jim Livingston	Robert C. Pozen
Executive Vice President	Senior Vice President
	Fidelity Distributors Corporation
	BY: /s/ Kevin J. Kelly
	Kevin J. Kelly
	Vice President

SCHEDULE A

Name of Separate Account and Date Established by Board of Directors	Contracts Funded by Separate Account
Southland Separate Account A1 (February 25, 1994)	Flexible Premium Deferred Combination Fixed and Variable Annuity Contract
Southland Separate Account L1 (February 25, 1994)	Future Dimensions Flexible Premium Variable Life Insurance Policy
	Survivor Dimensions Flexible Premium Variable Life Insurance Policy

SCHEDULE C

Other investment companies currently available under variable annuities or variable life insurance offered by the Company.

     The Alger American Fund
     Alger American Small Capitalization Portfolio
     Alger American MidCap Growth Portfolio
     Alger American Growth Portfolio
     Alger American Leveraged Allcap Portfolio

     Fidelity Variable Insurance Products Fund II
     Contrafund Portfolio
     Asset Manager Portfolio
     Investment Grade Bond Portfolio
     Index 500 Portfolio

     GCG Trust
     Research Portfolio
     Total Return Portfolio
     Mid-Cap Growth Portfolio
     Liquid Assets Portfolio

     INVESCO Variable Investment Funds, Inc.
     Utilities Portfolio
     Equity Income Portfolio

     Janus Aspen Series
     Growth Portfolio
     Aggressive Growth Portfolio
     Worldwide Growth Portfolio
     International Growth Portfolio
     Balanced Portfolio

Schedule D

     Portfolios of the Fund available as funding vehicles under the Contracts:

Initial Class Shares
     Growth Portfolio
     Money Market Portfolio
     Overseas Portfolio
     Equity-Income Portfolio
     High Income Portfolio

Service Class Shares
     Growth Portfolio
     Overseas Porfolio
     Equity-Income Portfolio
     High Income Portfolio

EX-1.A.(8)(B)(II)

Exhibit 1.A.(8)(b)(ii)

AMENDMENT TO PARTICIPATION AGREEMENT

THIS AGREEMENT is made by and among Southland Life Insurance Company, a life insurance company organized under the laws of the State of Texas (the "Company"), Variable Insurance Products Fund, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

WHEREAS, the Parties executed a participation agreement dated August 10, 1995 (the "Participation Agreement"), governing how shares of the Fund's portfolios are to be made available to certain variable life insurance and/or variable annuity contracts (the "Contracts") offered by the Company through certain separate accounts (the "Separate Accounts");

WHEREAS, the various contracts for which shares are purchased are listed in Schedule A of the Participation Agreement;

WHEREAS, the Parties have agreed that it is in their interests to add an additional Contract and class of Fund to be purchased by the Separate Accounts;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree as follows:

1. The Participation Agreement is hereby amended by substituting for the current Schedule A an amended Schedule A in the form attached hereto which adds the Survivor Dimensions Variable Universal Life policies to the list of Contracts funded by the Separate Accounts.

Executed this 1st day of November, 2000.

Southland Life Insurance Company Variable Insurance Products Fund

BY:	/s/ Jim Livingston	BY:	/s/ Robert C. Pozen
	Jim Livingston		Robert C. Pozen
	Executive Vice President		Senior Vice President

Fidelity Distributors Corporation

BY:    /s/ Kevin J. Kelly

         Kevin J. Kelly

         Vice President

SCHEDULE A

Name of Separate Account and Date Established by Board of Directors	Contracts Funded by Separate Account
Southland Separate Account A1 (February 25, 1994)	Flexible Premium Deferred Combination Fixed and Variable Annuity Contract
Southland Separate Account L1 (February 25, 1994)	Future Dimensions Flexible Premium Variable Universal Life Insurance Policy Market Dimensions Flexible Premium Variable Universal Life Insurance Policy Survivor Dimensions Flexible Premium Variable Universal Life Insurance Policy Single Premium Product

EX-1.A.(8)(C)(I)

Exhibit 1.A.(8)(c)(i)

AMENDMENT TO PARTICIPATION AGREEMENT

THIS AGREEMENT is made by and among Southland Life Insurance Company, a life insurance company organized under the laws of the State of Texas (the "Company"), Variable Insurance Products Fund II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

WHEREAS, the Parties executed a participation agreement dated August 10, 1995 (the "Participation Agreement"), governing how shares of the Fund's portfolios are to be made available to certain variable life insurance and/or variable annuity contracts (the "Contracts") offered by the Company through certain separate accounts (the "Separate Accounts");

WHEREAS, the various contracts for which shares are purchased are listed in Schedule A of the Participation Agreement;

WHEREAS, the Parties have agreed that it is in their interests to add an additional Contract and class of Fund to be purchased by the Separate Accounts;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree as follows:

1. The Participation Agreement is hereby amended by substituting for the current Schedule A an amended Schedule A in the form attached hereto which adds the Survivor Dimensions Variable Universal Life policies to the list of Contracts funded by the Separate Accounts.

2. The Participation Agreement is hereby amended by substituting for the current Schedule C an amended Schedule C in the form attached hereto which adds certain other investment options to the Contracts funded by the Separate Accounts.

3. he Participation Agreement is hereby amended by adding Schedule D in the form attached hereto which adds certain classes of certain Fidelity Funds to some Contracts funded by the Separate Accounts.

4. All notices sent to Southland Life pursuant to Section XI Notices of the Agreement shall be directed to:

          Southland Life Insurance Company
          1290 Broadway
          Denver, CO 80203
          Attention: Variable Counsel
          Fax: (303) 860-2134

Executed this 5th day of October, 2000.

Southland Life Insurance Company	Variable Insurance Products Fund II
BY: /s/ Jim Livingston	BY: /s/ Robert C. Pozen
Jim Livingston	Robert C. Pozen
Executive Vice President	Senior Vice President
	Fidelity Distributors Corporation
	BY: /s/ Kevin J. Kelly
	Kevin J. Kelly
	Vice President

SCHEDULE A

Name of Separate Account and Date Established by Board of Directors	Contracts Funded by Separate Account
Southland Separate Account A1 (February 25, 1994)	Flexible Premium Deferred Combination Fixed and Variable Annuity Contract
Southland Separate Account L1 (February 25, 1994)	Future Dimensions Flexible Premium Variable Life Insurance Policy
	Survivor Dimensions Flexible Premium Variable Life Insurance Policy

SCHEDULE C

Other investment companies currently available under variable annuities or variable life insurance offered by the company

The Alger American Fund
Alger American Small Capitalization Portfolio
Alger American MidCap Growth Portfolio
Alger American Growth Portfolio
Alger American Leveraged Allcap Portfolio

Fidelity Variable Insurance Products Fund
Money Market Portfolio
High Income Portfolio
Equity-Income Portfolio
Growth Portfolio
Overseas Portfolio

GCG Trust
Research Portfolio
Total Return Portfolio
Mid-Cap Growth Portfolio
Liquid Assets Portfolio

INVESCO Variable Investment Funds, Inc.
Utilities Portfolio
Equity Income Portfolio

Janus Aspen Series
Growth Portfolio
Aggressive Growth Portfolio
Worldwide Growth Portfolio
International Growth Portfolio
Balanced Portfolio

Schedule D

     Portfolios of the Fund available as funding vehicles under the Contracts:

Initial Class Shares
     Contrafund Portfolio
     Asset Manager Portfolio
     Investment Grade Bond Portfolio
     Index 5000 Portfolio

Service Class Shares (Survivor Dimensions only)
     Contrafund Portfolio
     Asset Manager Portfolio

EX-1.A.(8)(C)(II)

Exhibit 1.A.(8)(c)(ii)

AMENDMENT TO PARTICIPATION AGREEMENT

THIS AGREEMENT is made by and among Southland Life Insurance Company, a life insurance company organized under the laws of the State of Texas (the "Company"), Variable Insurance Products Fund II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

WHEREAS, the Parties executed a participation agreement dated August 10, 1995 (the "Participation Agreement"), governing how shares of the Fund's portfolios are to be made available to certain variable life insurance and/or variable annuity contracts (the "Contracts") offered by the Company through certain separate accounts (the "Separate Accounts");

WHEREAS, the various contracts for which shares are purchased are listed in Schedule A of the Participation Agreement;

WHEREAS, the Parties have agreed that it is in their interests to add an additional Contract and class of Fund to be purchased by the Separate Accounts;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree as follows:

1. The Participation Agreement is hereby amended by substituting for the current Schedule A an amended Schedule A in the form attached hereto which adds the Survivor Dimensions Variable Universal Life policies to the list of Contracts funded by the Separate Accounts.

Executed this 1st day of November, 2000.

Southland Life Insurance Company Variable Insurance Products Fund II

BY:	/s/ Jim Livingston	BY:	/s/ Robert C. Pozen
	Jim Livingston		Robert C. Pozen
	Executive Vice President		Senior Vice President

Fidelity Distributors Corporation

BY: /s/ Kevin J. Kelly

       Kevin J. Kelly

       Vice President

SCHEDULE A

Name of Separate Account and Date Established by Board of Directors	Contracts Funded by Separate Account
Southland Separate Account A1 (February 25, 1994)	Flexible Premium Deferred Combination Fixed and Variable Annuity Contract
Southland Separate Account L1 (February 25, 1994)	Future Dimensions Flexible Premium Variable Universal Life Insurance Policy Market Dimensions Flexible Premium Variable Universal Life Insurance Policy Survivor Dimensions Flexible Premium Variable Universal Life Insurance Policy Single Premium Product

EX-1.A.(8)(D)(I)

Exhibit 1.A.(8)(d)(i)

AMENDMENT TO
PARTICIPATION AGREEMENT
BETWEEN
SOUTHLAND LIFE INSURANCE COMPANY
AND INVESCO FUNDS GROUP, INC.

     This Amendment is dated as of the 4th day of October, 2000 by and between Southland Life Insurance Company ("Southland Life") and INVESCO Funds Group, Inc. ("INVESCO").

     WHEREAS, Southland Life and INVESCO entered into the Participation Agreement ("Agreement") on September 14, 1995;

     WHEREAS, the parties desire to amend said Agreement in the manner hereinafter set forth;

     NOW THEREFORE, the parties hereby amend the Agreement in the following form:

1. The Participation Agreement is hereby amended by substituting for the current Schedule B an amended Schedule B in the form attached hereto which adds the Survivor Dimensions Variable Universal Life policies to the list of Contracts funded by the Separate Accounts.
2. All notices sent to Southland Life pursuant to Section XI Notices of the Agreement shall be directed to:

          Southland Life Insurance Company
          1290 Broadway
          Denver, CO 80203
          Attention: Variable Counsel
          Fax: (303) 860-2134

All of the other provisions contained in the Agreement shall remain in full force and effect.

     IN WITNESS THEREOF, Southland Life and INVESCO have caused this Amendment to be executed by their duly authorized officers effective as of the date first written above:

INVESCO Funds Group, Inc.

By:	/s/ Ronald L. Grooms	Date:	9/29/00
	Ronald L. Grooms Senior Vice President

Southland Life Insurance Company

By:	/s/ James L. Livingston, Jr.	Date:	10/4/00
	James L. Livingston, Jr. Executive Vice President

SCHEDULE B
CONTRACTS

Flexible Premium Deferred Combination Fixed and Variable Annuity Contract

Future Dimensions Flexible Premium Variable Life Insurance Policy

Survivor Dimensions Flexible Premium Variable Life Insurance Policy

EX-1.A.(8)(J)

Exhibit 1.A.(8)(j)

DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT
Service Shares of Janus Aspen Series
(for Insurance Companies)

This Agreement is made as of Oct 1, 2000, by and between Janus Distributors, Inc. (the "Distributor"), a Colorado corporation, and Southland Life Insurance Company (the "Company"), a Texas corporation.

Recitals

A.     The Company has entered into a participation agreement dated Oct 1, 2000 with Janus Aspen Series (the "Trust"), an open-end investment company registered under the Investment Company Act of 1940 (the "1940 Act") with respect to the purchase of a class of shares designated "Service Shares" of one or more series of the Trust (each a "Portfolio") by certain separate accounts of the Company ("Accounts").

B.     The Distributor serves as the distributor to Service Shares.

C.     The Company desires to provide certain distribution and shareholder services to owners ("Contract Owners") of variable life insurance policies or variable annuity contracts ("Contracts") in connection with their allocation of contract values in the Service Shares of the Portfolios and Distributor desires Company to provide such services, subject to the conditions of this Agreement.

D.     Pursuant to Rule 12b-1 under the 1940 Act, the Service Shares of each Portfolio have adopted a Distribution and Shareholder Servicing Plan (the "12b-1 Plan") which, among other things, authorizes the Distributor to enter into this Agreement with organizations such as Company and to compensate such organizations out of each Portfolio's average daily net assets attributable to the Service Shares.

Agreement

1.     Services of Company

     (a)     The Company shall provide any combination of the following support services, as agreed upon by the parties from time to time, to Contract Owners who allocate contract values to the Service Shares of the Portfolios: delivering prospectuses, statements of additional information, shareholder reports, proxy statements and marketing materials to prospective and existing Contract Owners; providing educational materials regarding the Service Shares; providing facilities to answer questions from prospective and existing Contract Owners about the Portfolios; receiving and answering correspondence; complying with federal and state securities laws pertaining to the sale of Service Shares; assisting Contract Owners in completing application forms and selecting account options; and providing Contract Owner record-keeping and similar administrative services.

     (b)     The Company will provide such office space and equipment, telephone facilities, and personnel as may be reasonably necessary or beneficial in order to provide such services to Contract Owners.

     (c)     The Company will furnish to the Distributor, the Trust or their designees such information as the Distributor may reasonably request, and will otherwise cooperate with the Distributor in the preparation of reports to the Trust's Board of Trustees concerning this Agreement, as well as any other reports or filings that may be required by law.

2.     Indemnification. The Company shall indemnify Distributor, the Trust, and their affiliates, directors, trustees, employees and shareholders for any loss (including without limitation, litigation costs and expenses and attorneys' and experts' fees) directly resulting from Company's negligent or willful act, omission or error, or Company's breach of this Agreement. Such indemnification shall survive termination of the Agreement.

3.     Maintenance of Records. The Company shall maintain and preserve all records as required by law to be maintained and preserved in connection with providing the services herein. Upon the reasonable request of Distributor or the Trust, Company shall provide Distributor, the Trust or the representative of either, copies of all such records.

4.     Fees. In consideration of Company's performance of the services described in this Agreement, Distributor shall pay to the Company a monthly fee ("Distribution Fee") calculated as follows: the average aggregate amount invested in each month in the Service Shares of each Portfolio by the Accounts is multiplied by a pro-rata fee factor. The pro-rata fee factor is calculated by: (a) dividing the per annum factor set forth on Exhibit A for the Service Shares of each Portfolio by the number of days in the applicable year, and (b) multiplying the result by the actual number of days in the applicable month. The average aggregate amount invested over a one-month period shall be computed by totaling the aggregate investment by the Accounts (share net asset value multiplied by total number of shares held) on each calendar day during the month and dividing by the total number of calendar days during such month.

Distributor will calculate the fee at the end of each month and will make such reimbursement to the Company. The reimbursement check will be accompanied by a statement showing the calculation of the monthly amounts payable by Distributor and such other supporting data as may be reasonably requested by the Company.

5.     Representations, Warranties and Agreements. The Company represents, warrants, and covenants that:

     (a)     It and its employees and agents meet the requirements of applicable law, including but not limited to federal and state securities law and state insurance law, for the performance of services contemplated herein;

     (b)      It will not purchase Service Shares with Account assets derived from tax-qualified retirement plans except indirectly, through Contracts purchased in connection with such plans and the Service Fee does not include any payment to the Company that is prohibited under the Employee Retirement Income Securities Act of 1974 ("ERISA") with respect to any assets of a Contract Owner invested in a Contract using the Portfolios as investment vehicles;

     (c)     If required by applicable law, the Company will disclose to each Contract Owner the existence of the Distribution Fee received by the Company pursuant to this Agreement in a form consistent with the requirements of applicable law.     

6.     Termination.

     (a)     Unless sooner terminated with respect to any Portfolio, this Agreement will continue with respect to a Portfolio only if the continuance of a form of this Agreement is specifically approved at least annually by the vote of a majority of the members of the Board of Trustees of the Trust who are not "interested persons" (as such term is defined in the 1940 Act) and who have no direct or indirect financial interest in the 12b-1 Plan relating to such Portfolio or any agreement relating to such 12b-1 Plan, including this Agreement, cast in person at a meeting called for the purpose of voting on such approval.

     (b)     This Agreement will automatically terminate with respect to a Portfolio in the event of its assignment (as such term is defined in the 1940 Act) with respect to such Portfolio. This Agreement may be terminated with respect to any Portfolio by the Distributor or by the Company, without penalty, upon 60 days' prior written notice to the other party. This Agreement may also be terminated with respect to any Portfolio at any time without penalty by the vote of a majority of the members of the Board of Trustees of the Trust who are not "interested persons" (as such term is defined in the 1940 Act) and who have no direct or indirect financial interest in the 12b-1 Plan relating to such Portfolio or any agreement relating to such Plan, including this Agreement, or by a vote of a majority of the Service Shares of such Portfolio on 60 days' written notice.

     (c)     In addition, either party may terminate this Agreement immediately if at any time it is determined by any federal or state regulatory authority that compensation to be paid under this Agreement is in violation of or inconsistent with any federal or state law.

7.     Miscellaneous.

     (a)     No modification of any provision of this Agreement will be binding unless in writing and executed by the parties. No waiver of any provision of this Agreement will be binding unless in writing and executed by the party granting such waiver.

     (b)     This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns; provided, however that neither this Agreement nor any rights, privileges, duties, or obligations of the parties may be assigned by either party without the written consent of the other party or as expressly contemplated by this Agreement.

     (c)     This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado, exclusive of conflicts of laws.

     (d)     This Agreement may be executed in several counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

JANUS DISTRIBUTORS, INC.		SOUTHLAND LIFE INSURANCE COMPANY
By:	/s/ Kelley Abbott Howes	By:	/s/ James L. Livingston, Jr.
	Name: Kelley Abbott Howes		Name: James L. Livingston, Jr.
	Title: Vice President		Title: Executive Vice President

Exhibit A to Distribution and Shareholder Services Agreement

Name of Portfolio	Fee Factor*
All Portfolios of Janus Aspen Series      (Service Shares)	0.25%

^* Shall not exceed 0.25%

EX-1.A.(8)(K)

Exhibit 1.A.(8)(k)

JANUS ASPEN SERIES

FUND PARTICIPATION AGREEMENT
(Service Shares)

THIS AGREEMENT is made this 1st day of October 2000, between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware business trust (the "Trust"), and Southland Life Insurance Company, a life insurance company organized under the laws of the State of Texas (the "Company"), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the "Accounts").

W I T N E S S E T H:

WHEREAS, the Trust has registered with the Securities and Exchange Commission as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and the beneficial interest in the Trust is divided into several series of shares, each series representing an interest in a particular managed portfolio of securities and other assets (the "Portfolios"); and

WHEREAS, the Trust has registered the offer and sale of a class of shares designated the Service Shares ("Shares") of each of its Portfolios under the Securities Act of 1933, as amended (the "1933 Act"); and

WHEREAS, the Trust desires to act as an investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts to be offered by insurance companies that have entered into participation agreements with the Trust (the "Participating Insurance Companies"); and

WHEREAS, the Trust has received an order from the Securities and Exchange Commission granting Participating Insurance Companies and their separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies and certain qualified pension and retirement plans (the "Exemptive Order"); and

WHEREAS, the Company has registered or will register (unless registration is not required under applicable law) certain variable life insurance policies and/or variable annuity contracts under the 1933 Act (the "Contracts"); and

WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act or alternatively, has properly relied on the exclusion from registration in 3(c)(11), 3(c)(1) or 3(c)(7) of the 1940 Act; and

WHEREAS, the Company desires to utilize the Shares of one or more Portfolios as an investment vehicle of the Accounts;

NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows:

ARTICLE I
Sale of Trust Shares

1.1     The Trust shall make Shares of its Portfolios listed on Schedule B available to the Accounts at the net asset value next computed after receipt of such purchase order by the Trust (or its agent), as established in accordance with the provisions of the then current prospectus of the Trust. Shares of a particular Portfolio of the Trust shall be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of the Contracts. The Trustees of the Trust (the "Trustees") may refuse to sell Shares of any Portfolio to any person, or suspend or terminate the offering of Shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.

1.2     The Trust will redeem any full or fractional Shares of any Portfolio when requested by the Company on behalf of an Account at the net asset value next computed after receipt by the Trust (or its agent) of the request for redemption, as established in accordance with the provisions of the then current prospectus of the Trust. The Trust shall make payment for such shares on the next business day, but in no case later than seven days except as permitted under Section 22E, with notice to the Company by 3:00 p.m. New York time, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act.

1.3     For the purposes of Sections 1.1 and 1.2, the Trust hereby appoints the Company as its agent for the limited purpose of receiving and accepting purchase and redemption orders resulting from investment in and payments under the Contracts. Receipt by the Company shall constitute receipt by the Trust provided that i) such orders are received by the Company in good order prior to the time the net asset value of each Portfolio is priced in accordance with its prospectus and ii) the Trust receives notice of such orders by 10:00 a.m. New York time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the Securities and Exchange Commission.

1.4     Purchase orders that are transmitted to the Trust in accordance with Section 1.3 shall be paid for no later than 12:00 noon New York time on the same Business Day that the Trust receives notice of the order. Payments shall be made in federal funds transmitted by wire.

1.5     Issuance and transfer of the Trust's Shares will be by book entry only. Stock certificates will not be issued to the Company or the Account. Shares ordered from the Trust will be recorded in the appropriate title for each Account or the appropriate subaccount of each Account.

1.6     The Trust shall furnish prompt notice to the Company of any income dividends or capital gain distributions payable on the Trust's Shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolio's Shares in additional Shares of that Portfolio. The Trust shall notify the Company of the number of Shares so issued as payment of such dividends and distributions.

1.7     The Trust shall make the net asset value per Share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per Share is calculated and shall use its best efforts to make such net asset value per Share available by 6 p.m. New York time.

1.8     The Trust agrees that its Shares will be sold only to Participating Insurance Companies and their separate accounts and to certain qualified pension and retirement plans to the extent permitted by the Exemptive Order. No Shares of any Portfolio will be sold directly to the general public. The Company agrees that Trust Shares will be used only for the purposes of funding the Contracts and Accounts listed in Schedule A, as amended from time to time.

1.9     The Trust agrees that all Participating Insurance Companies shall have the obligations and responsibilities regarding pass-through voting and conflicts of interest corresponding to those contained in Section 2.8 and Article IV of this Agreement.

ARTICLE II
Obligations of the Parties

2.1     The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.

2.2     At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners.

2.3     (a)     The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. All expenses incident to the tabulation of the Trust's proxy materials will be paid by the Trust, except postage and other costs of distributing proxy materials which will be paid by the Company.

          (b)     If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.

2.4     The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and mark "Janus" and that all use of any designation comprised in whole or part of Janus (a "Janus Mark") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Janus Mark on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Janus Mark(s) as soon as reasonably practicable.

2.5     The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus, statement of additional information or disclosure document in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission, if filing is required. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material.

2.6     The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust Shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee.

2.7     The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement, prospectus or other disclosure document for the Contracts, as applicable (as such documents may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company.

2.8     The Trust shall furnish, or cause to be furnished, to the Company a copy of each piece of sales literature or other material in which the Company is named, at least fifteen business days prior to its use. No such material shall be used if the Company objects to such use within fifteen business days after receipt of such material.

2.9     So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as Shares it owns that are held by that Account, in the same proportion as those Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.

2.10     The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws should the Company in its good faith best efforts become aware of such.

ARTICLE III
Representations and Warranties

3.1     The Company represents and warrants that it is an insurance company duly organized and in good standing under the laws of the State of Texas and that it has legally and validly established each Account as a segregated asset account under such law on the date set forth in Schedule A.

3.2     The Company represents and warrants that each Account has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust in accordance with the provisions of the 1940 Act or alternatively, has not registered an Account in proper reliance upon the exclusion from registration in 3(c)(11), 3(c)(1) or 3(c)(7) of the 1940 Act. For its unregistered Accounts which are exempt from registration under the 1940 Act in reliance upon Section 3(c)(1) or Section 3(c)(7) thereof, the Company represents and agrees that in accordance with Section 12(d)(1)(E) of the 1940 Act:

     (a)     the depositor of or the principal underwriter for each such unregistered Account and its subaccounts is a registered broker-dealer under the Securities and Exchange Act of 1934 (the "1934 Act"),

     (b)     the Shares of the Portfolios of the Trust are and will continue to be the only investment securities held by the corresponding Account subaccounts; and

     (c)     with regard to Shares of each Portfolio, the Company, on behalf of the corresponding Account subaccount will:

          i.     vote such Shares held by it in the same proportion as the vote of all other holders of such Shares; and

          ii.     refrain from substituting shares of another security for such Shares unless the SEC has approved such substitution in the manner provided in Section 26 of the 1940 Act.

3.3     The Company represents and warrants that the Contracts or interests in the Accounts (1) are or, prior to issuance, will be registered as securities under the 1933 Act or, alternatively (2) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act. The Company further represents and warrants that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws; and the sale of the Contracts shall comply in all material respects with state insurance suitability requirements.

3.4     The Trust represents and warrants that it is duly organized and validly existing under the laws of the State of Delaware.

3.5     The Trust represents and warrants that the Trust Shares offered and sold pursuant to this Agreement will be registered under the 1933 Act and the Trust shall be registered under the 1940 Act prior to any issuance or sale of such Shares. The Trust shall amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its Shares. The Trust shall register and qualify its Shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust.

3.6     The Trust represents and warrants that it has a board of trustees, a majority of whom are not interested persons of the Trust, which has formulated and approved each of its Rule 12b-1 Plans to finance distribution expenses of the Trust and that any changes to the Trust's Rule 12b-1 Plans will be approved by a similarly constituted board of trustees.

3.7     The Trust represents and warrants that the investments of each Portfolio will comply with the diversification requirements set forth in Section 817(h) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.

3.8     The Trust represents and warrants that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.

ARTICLE IV
Potential Conflicts

4.1     The parties acknowledge that the Trust's shares may be made available for investment to other Participating Insurance Companies. In such event, the Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof.

4.2     The Company agrees to promptly report any potential or existing conflicts of which it is aware to the Trustees. The Company will assist the Trustees in carrying out their responsibilities under the Exemptive Order by providing the Trustees with all information reasonably necessary for the Trustees to consider any issues raised including, but not limited to, information as to a decision by the Company to disregard Contract owner voting instructions.

4.3     If it is determined by a majority of the Trustees, or a majority of its disinterested Trustees, that a material irreconcilable conflict exists that affects the interests of Contract owners, the Company shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (a) withdrawing the assets allocable to some or all of the Accounts from the Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Trust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such a change; and (b) establishing a new registered management investment company or managed separate account.

4.4     If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such Account; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust.

4.5     If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust.

4.6     For purposes of Sections 4.3 through 4.6 of this Agreement, a majority of the disinterested Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Company be required to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Trust and terminate this Agreement within six (6) months after the Trustees inform the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees.

4.7     The Company shall at least annually submit to the Trustees such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trustees.

4.8     If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable.

ARTICLE V
Indemnification

5.1     Indemnification By the Company. The Company agrees to indemnify and hold harmless the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses:

     (a)     arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a registration statement, prospectus or disclosure documents for the Contracts or in the Contracts themselves or in sales literature for the Trust generated or approved by the Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Company Documents" for the purposes of this Article V), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Company by or on behalf of the Trust for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or

     (b)     arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined in Section 5.2(a)) or wrongful conduct of the Company or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or

     (c)     arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Trust Documents as defined in Section 5.2(a) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Trust by or on behalf of the Company; or

     (d)     arise out of or result from any failure by the Company to provide the services or furnish the materials required under the terms of this Agreement; or

     (e)     arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company.

5.2     Indemnification By the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses:

     (a)     arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for the purposes of this Article V), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or

     (b)     arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or

     (c)     arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or

     (d)     arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or

     (e)     arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

5.3     Neither the Company nor the Trust shall be liable under the indemnification provisions of Sections 5.1 or 5.2, as applicable, with respect to any Losses incurred or assessed against an Indemnified Party that arise from such Indemnified Party's willful misfeasance, bad faith or negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement.

5.4     Neither the Company nor the Trust shall be liable under the indemnification provisions of Sections 5.1 or 5.2, as applicable, with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the other party in writing within a reasonable time after the summons, or other first written notification, giving information of the nature of the claim shall have been served upon or otherwise received by such Indemnified Party (or after such Indemnified Party shall have received notice of service upon or other notification to any designated agent), but failure to notify the party against whom indemnification is sought of any such claim shall not relieve that party from any liability which it may have to the Indemnified Party in the absence of Sections 5.1 and 5.2.

5.5     In case any such action is brought against the Indemnified Parties, the indemnifying party shall be entitled to participate, at its own expense, in the defense of such action. The indemnifying party also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the indemnifying party to the Indemnified Party of an election to assume such defense, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to the Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

ARTICLE VI
Termination

6.1     This Agreement may be terminated by either party for any reason by ninety (90) days advance written notice delivered to the other party.

6.2     Notwithstanding any termination of this Agreement, the Trust shall, at the option of the Company, continue to make available additional shares of the Trust (or any Portfolio) pursuant to the terms and conditions of this Agreement for all Contracts in effect on the effective date of termination of this Agreement, provided that the Company continues to pay the costs set forth in Section 2.3.

6.3     The provisions of Article V shall survive the termination of this Agreement, and the provisions of Article IV and Section 2.8 shall survive the termination of this Agreement as long as Shares of the Trust are held on behalf of Contract owners in accordance with Section 6.2.

ARTICLE VII
Notices

Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Trust:

     Janus Aspen Series
     100 Fillmore Street
     Denver, Colorado 80206
     Attention: General Counsel

If to the Company:
     Southland Life Insurance Company
     1290 Broadway
     Denver, Colorado 80203
     Attention: Variable Counsel

ARTICLE VIII
Miscellaneous

8.1     The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

8.2     This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.

8.3     If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

8.4     This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of State of Texas.

8.5     The parties to this Agreement acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the Trust and that no Trustee, officer, agent or holder of shares of beneficial interest of the Trust shall be personally liable for any such liabilities.

8.6     Each party shall cooperate with each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

8.7     The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.

8.8     The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect.

8.9     Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the prior written approval of the other party.

8.10     No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Participation Agreement as of the date and year first above written.

JANUS ASPEN SERIES
By:	/s/ Bonnie M. Howe
Name:	Bonnie M. Howe
Title:	Vice President

SOUTHLAND LIFE INSURANCE COMPANY
By:	/s/ James L. Livingston, Jr
Name:	James L. Livingston, Jr.
Title:	Executive Vice President

Schedule A
Separate Accounts and Associated Contracts

Name of Separate Account	Contracts Funded By Separate Account
Southland Separate Account L1 (February 25, 1994)	Future Dimensions Flexible Premium Variable Life Insurance Policy Survivor Dimensions Flexible Premium Variable Life Insurance Policy

Schedule B
List of Portfolios

Name of Portfolio

All Portfolios of Janus Aspen Series open to new investors (as set forth in the current prospectus of Janus Aspen Series) except Global Technology Portfolio and Global Life Sciences Portfolio.

EX-1.A.(8)(L)

Exhibit 1.A.(8)(l)

PARTICIPATION AGREEMENT

---

AMONG

SOUTHLAND LIFE INSURANCE COMPANY,

THE GCG TRUST,

AND

DIRECTED SERVICES, INC.

     THIS AGREEMENT, dated as of the 11th day of December 2000, by and among Southland Life Insurance Company (the "Company"), a life insurance company organized under the laws of the State of Texas, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto as may be amended from time to time (such accounts hereinafter collectively referred to as the "Accounts"), the GCG Trust (the "Trust"), a management investment company and business trust organized under the laws of the Commonwealth of Massachusetts, and Directed Services, Inc.(the "Adviser" and the "Distributor), a corporation organized under the laws of the State of New York.

     WHEREAS, the Trust engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance and variable annuity contracts (the "Variable Insurance Products") to be offered by insurance companies which have entered into participation agreements with the Trust, Adviser and Distributor ("Participating Insurance Companies");

     WHEREAS, the shares of beneficial interest of the Trust are divided into several series of shares, each designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and other assets;

     WHEREAS, the Trust has obtained an order from the Securities and Exchange Commission (the "SEC") granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, if and to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (the "Mixed and Shared Funding Exemptive Order"), and the parties to this Agreement agree to comply with the conditions or undertakings specified in the Mixed and Shared Funding Exemptive Order to the extent applicable to each such party;

     WHEREAS, the Trust is registered as an open-end management investment company under the 1940 Act and shares of the Portfolios are registered under the Securities Act of 1933, as amended (the "1933 Act");

     WHEREAS, the Adviser, which serves as investment adviser to the Trust, is duly registered as an investment adviser under the federal Investment Advisers Act of 1940, as amended;

     WHEREAS, the Company has registered or will register certain variable life insurance contracts (the "Contracts") under the 1933 Act;

     WHEREAS, the Account is a duly organized, validly existing segregated asset account, established by the Company under the insurance laws of the State of Texas, to set aside and invest assets attributable to the Contracts;

     WHEREAS, the Company has registered the Account as a unit investment trust under the 1940 Act;

     WHEREAS, the Company has issued or will issue certain variable life insurance contracts supported wholly or partially by the Account (the "Contracts"), and said Contracts are listed in Schedule A hereto, as it may be amended from time to time by mutual written agreement;

     WHEREAS, the Distributor, which serves as distributor to the Trust, is registered as a broker dealer with the SEC under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); and

     WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios listed in Schedule B hereto, as it may be amended from time to time by mutual written agreement (the "Designated Portfolios") on behalf of the Account to fund the aforesaid Contracts, and the Distributor is authorized to sell such shares to the Account at net asset value;

     NOW, THEREFORE, in consideration of their mutual promises, the Company, the Trust, the Adviser, and the Distributor agree as follows:

ARTICLE I. Sale of Trust Shares

     1.1. The Trust agrees to sell to the Company those shares of the Designated Portfolios that each Account or the appropriate subaccount of each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Trust or its designee of the order for the shares of the Trust. For purposes of this Section 1.1, the Company will be the designee of the Trust for receipt of such orders from each Account or the appropriate subaccount of each Account and receipt by such designee will constitute receipt by the Trust; provided that the Trust receives notice of such order by 10:00 a.m. Eastern Time on the next following business day ("T+1 "). "Business Day" will mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the SEC.

     1.2. The Company will pay for Trust shares on T+1 that an order to purchase Trust shares is made in accordance with Section 1.1 above. Payment will be in federal funds transmitted by wire. This wire transfer will be initiated by 12:00 p.m. Eastern Time.

     1.3. The Trust agrees to make shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by Participating Insurance Companies and their separate accounts on those days on which the Trust calculates its Designated Portfolio net-asset value pursuant to rules of the SEC and the Trust shall use reasonable efforts to calculate such net asset value on each day the New York Stock Exchange is open for trading; provided, however, that the Board of Trustees of the Trust (the "Trust Board") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trust Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.

     1.4. On each Business Day on which the Trust calculates its net asset value, the Company will aggregate and calculate the net purchase or redemption orders for each Account or the appropriate subaccount of each Account maintained by the Trust in which contract owner assets are invested. Net orders will only reflect orders that the Company has received prior to the close of regular trading on the New York Stock Exchange, Inc. (the "NYSE") (currently 4:00 p.m., Eastern Time) on that Business Day. Orders that the Company has received after the close of regular trading on the NYSE will be treated as though received on the next Business Day. Each communication of orders by the Company will constitute a representation that such orders were received by it prior to the close of regular trading on the NYSE on the Business Day on which the purchase or redemption order is priced in accordance with Rule 22c- I under the 1940 Act. Other procedures relating to the handling of orders will be in accordance with the prospectus and statement of information of the relevant Designated Portfolio or with oral or written instructions that the Distributor or the Trust will forward to the Company from time to time.

     1.5. The Trust agrees that shares of the Trust will be sold only to Participating Insurance Companies and their separate accounts, qualified pension and retirement plans or such other persons as are permitted under applicable provisions of the Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code"), and regulations promulgated thereunder, the sale to which will not impair the tax treatment currently afforded the Contracts. No shares of any Portfolio will be sold to the general public except as set forth in this Section 1.5.

     1.6. The Trust agrees to redeem for cash, upon the Company's request, any full or fractional shares of the Trust held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Trust or its agent of the request for redemption. For purposes of this Section 1.6, the Company will be the designee of the Trust for receipt of requests for redemption from each Account or the appropriate subaccount of each Account and receipt by such designee will constitute receipt by the Trust, provided the Trust receives notice of request for redemption by 10:00 a.m. Eastern Time on the next following Business Day. Payment will be in federal funds transmitted by wire to the Company's account as designated by the Company in writing from time to time, on the same Business Day the Trust receives notice of the redemption order from the Company. The Trust reserves the right to delay payment of redemption proceeds, but in no event may such payment be delayed longer than the period permitted by the 1940 Act. The Trust will not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds; the Company alone will be responsible for such action. If notification of redemption is received after 10:00 a.m. Eastern Time, payment for redeemed shares will be made on the next following Business Day.

     1.7. The Company agrees to purchase and redeem the shares of the Designated Portfolios offered by the then current prospectus of the Trust in accordance with the provisions of such prospectus.

     1.8. Issuance and transfer of the Trust's shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Purchase and redemption orders for Trust shares will be recorded in, an appropriate title for each Account or the appropriate subaccount of each Account.

     1.9. The Trust will furnish same day notice (by telecopier, followed by written confirmation) to the Company of the declaration of any income, dividends or capital gain distributions payable on each Designated Portfolio's shares. The Company hereby elects to receive all such dividends and distributions as are payable on the Designated Portfolio shares in the form of additional shares of that Designated Portfolio. The Trust will notify the Company of the number of shares so issued as payment of such dividends and distributions. The Company reserves the right to revoke this election upon reasonable prior notice to the Trust and to receive all such dividends and distributions in cash.

     1.10. The Trust will make the net asset value per share for each Designated Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and will use its best efforts to make such net asset value per share available by 6:00 p.m., Eastern Time, but in no event later than 7:00 p.m., Eastern Time, each business day.

     1.11. Any error in the calculation of the net asset value, dividend and capital gain information greater than or equal to $0.01 per share of the Trust's shares, shall be reported immediately upon discovery to the Company. Any error of a lesser amount shall be corrected in the next Business Day's net asset value per share for the Trust. Any. such notice will state for each day for which an error occurred the incorrect price, the correct price and, to the extent communicated to the Trust's shareholders, the reason for the price change. The Company may send this notice or a derivation thereof (so long as such derivation is approved in advance by the Distributor or the Adviser) to contractowners whose accounts are affected by the price change. The parties will negotiate in good faith to develop a reasonable method for effecting such adjustments. The Trust shall provide the Company, on behalf of the Account or the appropriate subaccount of each Account, with a prompt adjustment to the number of shares purchased or redeemed to reflect the correct share net asset value.

     1.12.

          (a) The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Trust's shares may be sold to other insurance companies (subject to Section 1.8 hereof) and the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to Article X, the Company shall promote the Designated Portfolios on the same basis as other funding vehicles available under the Contracts and funding vehicles other than those listed on Schedule B to this Agreement may be available for the investment of the cash value of the Contracts.

          (b) The Company shall not, without prior notice to the Advisor and the Distributor (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act.

          (c) The Company shall not, without prior notice to the Advisor and the Distributor (unless otherwise required by applicable law), induce Contract owners to change or modify the Trust or change the Trust's distributor or investment adviser.

          (d) The Company shall not, without prior notice to the Trust, induce Contract owners to vote on any matter submitted for consideration by the shareholders of the Trust in a manner other than as recommended by the Board of Trustees of the Trust.

ARTICLE II. Representations and Warranties

     2.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act; and that the Contracts will be issued and sold in compliance with all applicable federal and state laws, including state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account as a separate account under applicable state law and has registered each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, and that it will maintain such registration for so long as any Contracts are outstanding. The Company will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

     2.2. The Company represents that the Contracts are currently and at the time of issuance will be treated as endowment or life insurance contracts under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment and that it will notify the Trust and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

     2.3. The Company represents and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.

     2.4. The Trust and the Adviser represent and warrant that Trust shares of the Designated Portfolios sold pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Trust is and will remain registered under the 1940 Act for as long as such shares of the Designated Portfolios are outstanding. The Trust will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Trust will register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust.

     2.5. The Trust and the Adviser represent that the Trust is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.

     2.6. The Trust and the Adviser represent and warrant that in performing the services described in this Agreement, the Trust will comply with all applicable laws, rules and regulations. The Trust and the Adviser make no representation as to whether any aspect of the Trust's operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Trust and the Distributor agree that upon request they will use their best efforts to furnish the information required by state insurance laws so that the Company can obtain the authority needed to issue the Contracts in the various states.

     2.7. The Trust currently does not intend nor does the Distributor currently intend for the Trust to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it reserves the right to make such payments in the future. To the extent that a decision is made to finance distribution expenses pursuant to Rule 12b-1 the Trust and the Distributor undertake to have the Trust Board formulate and approve any plan under Rule 12b-1 to finance distribution expenses in accordance with the 1940 Act.

     2.8. The Distributor represents and warrants that it will distribute the Trust shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Act.

     2.9. The Trust and the Adviser represent that the Trust is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with applicable provisions of the 1940 Act.

     2.10. The Distributor represents and warrants that it is and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Trust in accordance in all material respects with any applicable state and federal securities laws.

     2.11. The Trust and the Distributor represent and warrant that all of their trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Trust are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.

ARTICLE III. Prospectuses and Proxy Statements; Voting

     3.1. The Trust or the Distributor will provide the Company, at the Trust's or its affiliate's expense, with as many copies of the current Trust prospectus for the Designated Portfolios as the Company may reasonably request for distribution, at the Company's expense, to prospective contractowners and applicants. The Trust or the Distributor will provide, at the Trust's or its affiliate's expense, as many copies of said prospectus as necessary for distribution, at the Company's expense, to existing contractowners. The Trust or the Distributor will provide the copies of said prospectus to the Company or to its mailing agent. If requested by the Company in lieu thereof, the Trust or the Distributor will provide such documentation, including a computer diskette or a final copy of a current prospectus set in type at the Trust's or its affiliate's expense, and such other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust prospectus is amended more frequently) to have the Trust's prospectus and the prospectuses of other mutual funds in which assets attributable to the Contracts may be invested printed together in one document, in which case the Trust or its affiliate will bear its reasonable share of expenses as described above, allocated based on the proportionate number of pages of the Trust's and other fund's respective portions of the document.

     3.2. The Trust or the Distributor will provide the Company, at the Trust's or its affiliate's expense, with as many copies of the statement of additional information as the Company may reasonably request for distribution, at the Company's expense, to prospective contractowners and applicants. The Trust or the Distributor will provide, at the Trust's or its affiliate's expense, as many copies of said statement of additional information as necessary for distribution, at the Company's expense, to any existing contractowner who requests such statement or whenever state or federal law otherwise requires that such statement be provided. The Trust or the Distributor will provide the copies of said statement of additional information to the Company or to its mailing agent.

     3.3. The Trust or the Distributor, at the Trust's or its affiliate's expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such quantity as the Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing contract owners and tabulate the votes.

     3.4. If and to the extent required by law the Company will:

          (a) solicit voting instructions from contractowners;

          (b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from contractowners; and

          (c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, as well as shares it owns, in the same proportion as shares of such Designated Portfolio for which instructions have been received from the Company's contractowners;

so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contractowners. Except as set forth above, the Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. The Company will be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements, including the Mixed and Shared Funding Exemptive Order.

     3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends to comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

ARTICLE IV. Sales Material and Information

     4.1. The Distributor will provide the Company on a timely basis with investment performance information for each Designated Portfolio in which the Company maintains a subaccount of the Account, including total return for the preceding calendar month and calendar quarter, the calendar year to date, and the prior one-year, five-year, and ten year (or life of the Trust) periods. The Company may, based on the SEC mandated information supplied by the Distributor, prepare communications for contractowners ("Contractowner Materials"). The Company will provide copies of all Contractowner Materials concurrently with their first use for the Distributor's internal recordkeeping purposes. It is understood that neither the Distributor nor any Designated Portfolio will be responsible for errors or omissions in, or the content of, Contractowner Materials except to the extent that the error or omission resulted from information provided by or on behalf of the Distributor or the Designated Portfolio. Any printed information that is furnished to the Company pursuant to this Agreement other than each Designated Portfolio's prospectus or statement of additional information (or information supplemental thereto), periodic reports and proxy solicitation materials is the Distributor's sole responsibility and not the responsibility of any Designated Portfolio or the Trust. The Company agrees that the Portfolios, the shareholders of the Portfolios and the officers and governing Board of the Trust will have no liability or responsibility to the Company in these respects.

     4.2. The Company will not give any information or make any representations or statements on behalf of the Trust or concerning the Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for Trust shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in published reports for the Trust which are in the public domain or approved by the Trust or the Distributor for distribution, or in sales literature or other material provided by the Trust, Adviser or by the Distributor, except with permission of the Distributor. Any piece of sales literature or other promotional material intended to be used by the Company which requires the permission of the Distributor prior to use will be furnished by Company to the Distributor, or its designee, at least ten (10) business days prior to its use. No such material will be used if the Distributor reasonably objects to such use within five (5) business days after receipt.

Nothing in this Section 4.2 will be construed as preventing the Company or its employees or agents from giving advice on investment in the Trust.

     4.3. The Trust, the Adviser or the Distributor will furnish or will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its Account is named, at least ten (10) business days prior to its use. No such material will be used if the Company reasonably objects to such use within five (5) business days after receipt of such material.

     4.4. The Trust, the Adviser and the Distributor will not give any information or make any representations or statements on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or statement of additional information for the Contracts, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to contractowners, or in sales literature or other material provided by the Company, except with permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.

     4.5. The Trust will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additions information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Trust or its shares, contemporaneously with the filing of such document with the SEC, the NASD or other regulatory authority.

     4.6. The Company will provide to the Trust at least one complete copy of all registration statements, prospectuses or statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of such document with the SEC, the NASD or other regulatory authority.

     4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisements sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.

     4.8. The Trust and the Distributor hereby consent to the Company's use of the names The GCG Trust, Directed Services, Inc., the portfolio names designated on Schedule B or other designated names as may be used from time to time in connection with the marketing of the Contracts, subject to the terms of Sections 4.1 and 4.2 of this Agreement. Such consent will terminate with the termination of this Agreement.

ARTICLE V. Fees and Expenses

     5.1. The Trust, the Adviser and the Distributor will pay no fee or other compensation to the Company under this Agreement except if the Trust or any Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses, then, subject to obtaining any required exemptive orders or other regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Contracts if and in such amounts agreed to by the Trust in writing.

     5.2. All expenses incident to performance by the Trust of this Agreement will be paid by the Trust to the extent permitted by law. The Trust will bear the expenses for the cost of registration and qualification of the Trust's shares; preparation and filing of the Trust's prospectus, statement of additional information and registration statement, proxy materials and reports; setting in type and printing the Trust's prospectus; setting in type and printing proxy materials and reports by it to contractowners (including the costs of printing a Trust prospectus that constitutes an annual report); the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of the Trust's shares; any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and all other expenses set forth in Article III of this Agreement. All expenses incident to the distribution and tabulation of the Trust's proxy materials will be paid by the Trust, except postage which will be paid by the Company.

ARTICLE VI. Diversification and Qualification

     6.1. The Adviser will ensure that the Trust will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable insurance contracts under the Internal Revenue Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Trust will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable insurance, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulation. In the event of a breach of this Article VI by the Trust, it will take all reasonable steps: (a) to notify the Company of such breach; and (b) to adequately diversify the Trust so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5.

     6.2. The Trust and the Adviser represent that the Trust is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.

     6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Trust and the Distributor immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

ARTICLE VII. Potential Conflicts

     7.1. The Trust Board will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts investing in the Trust. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Trust Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.

     7.2. The Company will report any potential or existing conflicts of which it is aware to the Trust Board. The Company will assist the Trust Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Trust Board with all information reasonably necessary for the Trust Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Trust Board whenever Contract owner voting instructions are disregarded.

     7.3. If it is determined by a majority of the Trust Board, or a majority of its disinterested members, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trust Board members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Trust, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account.

     7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote ; 'the Company may be required, at the Trust's election, to withdraw the Account's investment in the Trust and terminate this Agreement with respect to each Account; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Trust Board. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Trust shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust.

     7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such Account within six months after the Trust Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal, and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Trust Board. Until the end of the foregoing six month period, the Trust shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust.

     7.6. For purposes of Section 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Trust Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contract if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Trust Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Trust and terminate this Agreement within six (6) months after the Trust Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Trust Board.

     7.7. If and to the extent the Mixed and Shared Funding Exemption Order or any amendment thereto contains terms and conditions different from Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement, then the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Mixed and Shared Funding Exemptive Order, and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Mixed and Shared Funding Exemptive Order or any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained' in the Mixed and Shared Funding Exemptive Order, then (a) the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.5, 3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

ARTICLE VIII. Indemnification

     8.1. Indemnification By The Company

          (a) The Company agrees to indemnify and hold harmless the Trust, the Adviser, the Distributor, and each person, if any, who controls or is associated with the Trust, the Adviser or the Distributor within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

               (1) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or statement of additional information for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Trust, the Adviser or the Distributor for use in the registration statement, prospectus or statement of additional information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or

               (2) arise out of or as a result of statements or representations by or on behalf of the Company or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Trust shares; or

               (3) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust registration statement, prospectus, statement of additional information or sales literature or other promotional material of the Trust (or amendment or supplement) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Company or persons under its control; or

               (4) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or

               (5) arise out of any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach by the Company of this Agreement;

     except to the extent provided in Sections 8.1(b) and 8.3 hereof. This indemnification will be in addition to any liability that the Company otherwise may have.

          (b) No party will be entitled to indemnification under Section 8.1(a) to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification.

          (c) The Indemnified Parties promptly will notify the Company of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Trust shares or the Contracts or the operation of the Trust.

     8.2. Indemnification By the Adviser and the Distributor

          (a) The Adviser and the Distributor, in each case solely to the extent relating to such party's responsibilities hereunder, agree to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

               (1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Trust or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Trust or in sales literature of the Trust (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust shares; or

               (2) arise out of or as a result of statements or representations or wrongful conduct of the Adviser or the Distributor or persons under the control of the Adviser or the Distributor respectively, with respect to the sale of the Trust shares; or

               (3) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or statement of additional information or sales literature or other promotional material covering the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statement or statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Adviser, the Trust or the Distributor or persons under the control of the Adviser or the Distributor; or

               (4) arise as a result of any failure by the Adviser or the Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Article VI of this Agreement); or

               (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Distributor in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser the Trust or the Distributor;

     except to the extent provided in Sections 8.2(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Adviser or the Distributor otherwise may have.

          (b) No party will be entitled to indemnification under Section 8.2(a) to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification.

          (c) The Indemnified Parties will promptly notify the Adviser and the Distributor of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the account.

               8.3.     Indemnification By the Trust

          (a) The Trust agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Trust's Board of Trustees), or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

           (1)     arise as a result of any failure by the Trust to provide the services and furnish the materials required to be provided or furnished by it under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements applicable to the Trust specified in Article VI); or

           (2)     arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

          (b) No party will be entitled to indemnification under Section 8.3(a) to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification.

          (c) The Indemnified Parties will promptly notify the Trust of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the account.

     8.4. Indemnification Procedure     

     Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

ARTICLE IX. Applicable Law

     9.1 This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Delaware.

     9.2 This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, any Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. If, in the future, the Mixed and Shared Funding Exemptive Order should no longer be necessary under applicable law, then Article VII shall no longer apply.

ARTICLE X. Termination

     10.1. This Agreement will terminate:

          (a) at the option of any party, with or without cause, with respect to some or all of the Designated Portfolios, upon sixty (60) days' advance written notice to the other parties or, if later, upon receipt of any required exemptive relief or orders from the SEC, unless otherwise agreed in a separate written agreement among the parties; or

          (b) at the option of the Company, upon receipt of the Company's written notice by the other parties, with respect to any Designated Portfolio if shares of the Designated Portfolio are not reasonably available to meet the requirements of the Contracts as determined in good faith by the Company; or

          (c) at the option of the Company, upon receipt of the Company's written notice by the other parties, with respect to any Designated Portfolio in the event any of the Designated Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or Federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by Company; or

          (d) at the option of the Trust, upon receipt of the Trust's written notice by the other parties, upon institution of formal proceedings against the Company by the NASD, the SEC, the insurance commission of any state or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of the Account, or the purchase of the Trust shares, provided that the Trust determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Company's ability to perform its obligations under this Agreement; or

          (e) at the option of the Company, upon receipt of the Company's written notice by the other parties upon institution of formal proceedings against the Trust, Adviser or the Distributor by the NASD, the SEC, or any state securities or insurance department or any other regulatory body, provided that the Company determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Trust's or the Distributor's ability to perform its obligations under this Agreement; or

          (f) at the option of the Company, upon receipt of the Company's written notice by the other parties, if the Trust ceases to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, or under any successor or similar provision, or if the Company reasonably and in good faith believes that the Trust may fail to so qualify; or

          (g) at the option of the Company, upon receipt of the Company's written notice by the other parties, with respect to any Designated Portfolio if the Trust fails to meet the diversification requirements specified in Article V1 hereof or if the Company reasonably and in good faith believes the Trust may fail to meet such requirements; or

          (h) at the option of any party to this Agreement, upon written notice to the other parties, upon another party's material breach of any provision of this Agreement which material breach is not cured within thirty (30) days of said notice; or

          (i) at the option of the Company, if the Company determines in its sole judgment exercised in good faith, that either the Trust, the Adviser or the Distributor has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, such termination to be effective sixty (60) days' after receipt by the other parties of written notice of the election to terminate; or

          6) at the option of the Trust or the Distributor, if the Trust or the Distributor respectively, determines in its sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Trust or the Adviser, such termination to be effective sixty (60) days' after receipt by the other parties of written notice of the election to terminate; or

          (k) at the option of the Company or the Trust upon receipt of any necessary regulatory approvals and/or the vote of the contractowners having an interest in the Account (or any subaccount) to substitute the shares of another investment company for the corresponding Designated Portfolio shares of the Trust in accordance with the terms of the Contracts for which those Designated Portfolio shares had been selected to serve as the underlying investment media.

     The Company will give sixty (60) days' prior written notice to the Trust of the date of any proposed vote or other action taken to replace the Trust's shares; or

          (1) at the option of the Company or the Trust upon a determination by a majority of the Trust Board, or a majority of the disinterested Trust Board members, that an irreconcilable material conflict exists among the interests of: (1) all contractowners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Trust as set forth in Article VII of this Agreement; or

          (m) at the option of the Trust in the event any of the Contracts are not issued or sold in accordance with applicable federal and/or state law. Termination will be effective immediately upon such occurrence without notice.

     10.2. Notice Requirement. No termination of this Agreement will be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice will set forth the basis for the termination.

     10.3. Effect of Termination. Notwithstanding any termination of this Agreement, the Trust and the Distributor will, at the option of the Company, continue to make available additional shares of the Trust pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement ( hereinafter referred to as "Existing Contracts.") . Specifically, without limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the Portfolios (as in effect on such date), redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts.

     10.4. Surviving Provisions. Notwithstanding any termination this Agreement, each party's obligations under Article VIII to indemnify other parties will survive and not be affected by any termination of this Agreement. In addition, each party's obligations under Section 12.7 will survive and not be affected by any termination of this Agreement. Finally, with respect to Existing Contracts, all provisions of this Agreement also will survive and not be affected by any termination of this Agreement.

ARTICLE XI. Notices

     11.1. Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

     

If to the Trust:	The GCG Trust
	c/o Myles Tashman
	Secretary
	1475 Dunwoody Drive
	West Chester, PA 19380-1479

     

If to the Company:	Southland Life Insurance Company
	c/o Office of General Counsel
	ATTN: Variable Attorney
	1290 Broadway
	Denver, CO 80203-5699

     

If to Adviser:	Directed Services, Inc.
	c/o Myles Tashman
	Executive Vice President and General Counsel
	1475 Dunwoody Drive
	West Chester, PA 193 80-1479

     

If to Distributor:	Directed Services, Inc.
	c/o Myles Tashman
	Executive Vice President and General Counsel
	1475 Dunwoody Drive
	West Chester, PA 193 80-1479

ARTICLE XII. Miscellaneous

     12.1. All persons dealing with the Trust must look solely to the property of the Trust for the enforcement of any claims against the Trust as neither the directors, trustees, officers, partners, employees, agents or shareholders assume any personal liability for obligations entered into on behalf of the Trust. No Portfolio or series of the Trust will be liable for the obligations or liabilities of any other Portfolio or series.

     12.2. The Trust, the Adviser and the Distributor acknowledge that the identities of the customers of the Company or any of its affiliates (collectively the "Company Protected Parties" for purposes of this Section 12.2), information maintained regarding those customers, and all computer programs and procedures or other information developed or used by the Company Protected Parties or any of their employees or agents in connection with the Company's performance of its duties under this Agreement are the valuable property of the Company Protected Parties. The Trust, the Adviser and the Distributor agree that if they come into possession of any list or compilation of the identities of or other information about the Company Protected Parties' customers, or any other information or property of the Company Protected Parties, other than such information as is publicly available or as may be independently developed or compiled by the Trust, the Adviser or the Distributor from information supplied to them by the Company Protected Parties' customers who also maintain accounts directly with the Trust, the Adviser or the Distributor, the Trust, the Adviser and the Distributor will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with the Company's prior written consent; or (b) as required by law or judicial process. The Company acknowledges that the identities of the customers of the Trust, the Adviser, the Distributor or any of their affiliates (collectively the "Adviser Protected Parties" for purposes of this Section 12.2), information maintained regarding those customers, and all computer programs and procedures or other information developed or used by the Adviser Protected Parties or any of their employees or agents in connection with the Trust's, the Adviser's or the Distributor's performance of their respective duties under this Agreement are the valuable property of the Adviser Protected Parties. The Company agrees that if it comes into possession of any list or compilation of the identities of or other information about the Adviser Protected Parties' customers, or any other information or property of the Adviser Protected Parties, other than such information as is publicly available or as may be independently developed or compiled by the Company from information supplied to them by the Adviser Protected Parties' customers who also maintain accounts directly with the Company, the Company will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with the Trust's, the Adviser's or the Distributor's prior written consent; or (b) as required by law or judicial process. Each party acknowledges that any breach of the agreements in this Section 12.2 would result in immediate and irreparable harm to the other parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the other parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.

     12.3. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

     12.4. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.

     12.5. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement will not be affected thereby.

     12.6. This Agreement will not be assigned by any party hereto without the prior written consent of all the parties.

     12.7. Each party to this Agreement will maintain all records required by law, including records detailing the services it provides. Such records will be preserved, maintained and made available to the extent required by law and in accordance with the 1940 Act and the rules thereunder. Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Upon request by the Trust or the Distributor, the Company agrees to promptly make copies or, if required, originals of all records pertaining to the performance of services under this Agreement available to the Trust or the Distributor, as the case may be. The Trust agrees that the Company will have the right to inspect, audit and copy all records pertaining to the performance of services under this Agreement pursuant to the requirements of any state insurance department. Each party also agrees to promptly notify the other parties if it experiences any difficulty in maintaining the records in an accurate and complete manner. This provision will survive termination of this Agreement.

     12.8. Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by such party and when so executed and delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

     12.9. The parties to this Agreement may amend the schedules to this Agreement from time to time to reflect changes in or relating to the Contracts, the Accounts or the Designated Portfolios of the Trust or other applicable terms of this Agreement.

     12.10. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights.

     12.11. If Trust is a Massachusetts Business Trust - The parties to this Agreement acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this agreement, will be satisfied solely out of the assets of the Trust and that no trustee, officer, agent or holder of shares of beneficial interest of the Trust will be personally liable for any such liabilities.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below:

     

SOUTHLAND LIFE INSURANCE COMPANY:
By:	/s/ James L. Livingston, Jr.
Title:	Executive Vice President
Date:	December 5, 2000

          

THE GCG TRUST::
By:	/s/ Myles R. Tashman
Title:	Secretary
Date:	12-11-00

          

DIRECTED SERVICES, INC.:
By:	/s/ David L. Jacobson
Title:	Senior Vice President
Date:	12-11-00

SCHEDULE A
SOUTHLAND LIFE INSURANCE COMPANY
CONTRACTS AND SEPARATE ACCOUNT(S)

SEPARATE ACCOUNT(S):

     Southland Separate Account L1

CONTRACT(S):

     Future Dimensions Variable Universal Life

     Survivor Dimensions Variable Universal Life

SCHEDULE B
THE GCG TRUST
DESIGNATED PORTFOLIOS

PORTFOLIOS:
     Equity Income Series
     Fully Managed Series
     Limited Maturity Bond Series
     Hard Assets Series
     Real Estate Series
     Liquid Asset Series
     Capital Appreciation Series
     Rising Dividends Series
     Emerging Markets Series
     Value Equity Series
     Strategic Equity Series
     Small Cap Series
     Mid-Cap Growth Series
     Total Return Series
     Research Series
     Capital Growth Series
     Growth Series
     Global Fixed Income Series
     Developing World Series
     All Cap Series
     Investors Series
     Managed Global Series
     Large Cap Value Series
     International Series

Schedule Date: December 11, 2000 EX-1.A.(11) 16 sd_itrmemo.htm SURVIVOR DIMENSIONS ITR MEMO

Exhibit 1.A.(11)

Survivor Dimensions VUL
Description of Issuance, Transfer, and Redemption Procedures
for Policies Pursuant to Rule 6e-3(T)(b)(12)(iii)

This document sets forth the administrative procedures that will be followed by Southland Life Insurance Company ("Southland Life") in connection with the issuance of its joint and survivor flexible premium variable universal life insurance policies (the "policies") issued through Southland Life Separate Account L1 (the "Separate Account"), the transfer of assets held under the policies, and the redemption of interests in policies.

I.    PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF THE POLICIES
	A.    Offering of the Policy The policy is offered on two lives to persons or entities who satisfy certain suitability standards ("owners"). The policy may be purchased to insure the lives of two individuals ("insureds") in whom the owner has an insurable interest. Southland Life requires satisfactory evidence of each of the insured's insurability, which may include a medical examination. The issue ages are 0 through 90. Age is determined by the insured's age as of the birthday nearest the policy date. The joint equivalent age is generally based on the sum of the insureds' ages divided by two. If the insureds are the same sex, an adjustment is made to reflect this. The joint equivalent age must be at least 15 and cannot exceed age 85 at the time of policy issue. The minimum total death benefit is $250,000 for Survivor Dimensions Variable Universal Life ("SD"). Acceptance of an application depends on Southland Life's underwriting rules. Southland Life reserves the right to reject an application for any reason. If a policy has more than one owner (joint owners), then transactions under the policy except telephone transfers of account value require the authorization of all owners. B.    Cost of Insurance Charges Structure, Payments and Underwriting Standards Southland Life places the insureds in a premium class when the policy is issued, based on underwriting. This original premium class applies to the initial stated death benefit. The current cost of insurance charge for a policy is based on the age at issue, sex, face size, premium class of the insureds, and on the policy year. Therefore the charge varies from time to time. Southland Life places insureds in the following premium classes, based on underwriting: Standard Smoker (ages 15-90); Standard Nonsmoker (ages 0-90), or Preferred (ages 15-90). Southland Life's definition of "smoker" includes the use of cigarettes, cigars, pipes, chewing tobacco, nicotine gum or patch, snuff, or any other tobacco or nicotine-based product. Or, insureds may be placed in a substandard rate class, with a higher mortality risk than the standard smoker or standard nonsmoker classes. Additionally, an uninsurable rating may be assessed to an individual that is rated higher than table P. The uninsurable individual may not have an additional table rating, however, an additional flat extra can be added. Southland Life guarantees that the cost of insurance rates used to calculate the monthly cost of insurance charge will not exceed the maximum cost of insurance set forth in the policies. The guaranteed cost of insurance rate for standard classes are based on the 1980 Commissioners' Standard ordinary mortality Tables, Male or Female, Smoker or Nonsmoker Mortality Premiums (1980 CSO Tables). The guaranteed cost of insurance rates for substandard classes are based on multiples of or additives to the 1980 CSO Tables. At any time, Southland Life's current cost of insurance may be less than the guaranteed cost of insurance that is set forth in the policy. Current cost of insurance rates are determined based on expectations as to future mortality, investment earnings, expenses, taxes, and persistency experience. These rates may change from time to time. Cost of insurance rates (whether guaranteed or current) for an insured in a standard nonsmoker class are generally equal to or lower than guaranteed cost of insurance for an insured of the same age and sex in a standard tobacco class. Cost of insurance rates (whether guaranteed or current) for an insured in a standard nonsmoker or smoker class are generally lower than guaranteed cost of insurance for an insured of the same age and sex and smoker status in a substandard class. The cost of insurance will not be the same for all policies. Insurance is based on the principle of pooling and distribution of mortality risks which assumes that each owner is charged a cost of insurance commensurate with the insured's mortality risk as actuarially determined, reflecting factors such as age, sex, health, and underwriting method. A uniform cost of insurance charge for all insureds would discriminate unfairly in favor of those insureds representing higher risks. However, there will be a uniform cost of insurance charge for all insureds of the same issue age, sex, policy duration and underwriting classification. If the insured's age or sex has been misstated in the application for the policy or in any application for supplemental or rider benefits, and if the misstatement becomes known during the lifetime of the insured, then policy values will be adjusted to reflect the correct monthly deductions (based on the correct age or sex) since the policy date. If the policy's values are insufficient to cover the monthly deduction on the prior monthly date, the grace period will be deemed to have begun, and notification will be sent to the owner at least 61 days prior to the end of the grace period. See "Policy Termination and Grace Period," below. C.    Death Benefit The policy provides coverage on two insureds and a Death Benefit payable upon the death of the second insured. The policy will remain in force as long as the policy's net cash surrender value is sufficient to cover the charges due. Southland Life guarantees a policy will remain in force during the special continuation period, regardless of the net cash surrender value, if the total premium paid to date, minus partial withdrawals and outstanding policy debt equals or exceeds the minimum monthly premium (shown in the policy) multiplied by the number of complete policy months, including the current policy month. The special continuation period ends five years from the policy date. An extended guarantee may be available under a Guaranteed Minimum Death Benefit feature for Survivor Dimensions policies. The minimum annual premium is based on the age, sex and premium class of each insured, the stated death benefit and supplemental or rider benefits. The minimum annual premium may change as a result of changes to the stated death benefit, the death benefit option, ratings, and supplemental or rider benefits. Southland Life will notify the owner of change in the minimum annual premium. On or after one year from the policy date, the owner may request a reduction in the stated death benefit, by written notice to Southland Life, subject to the following rules. If a change in the stated death benefit would result in total premiums paid exceeding the premium limitations prescribed under current tax law to qualify the policy as a life insurance contract, Southland Life will refund promptly to the owner the excess above the premium limitations. The minimum amount of a stated death benefit decrease is $1,000. The decrease will become effective on the monthly processing date next following the date that the decrease is approved by Southland Life. Southland Life reserves the right to decline a requested decrease in the stated death benefit if compliance with the guideline premium limitations under current tax law resulting from this decrease would result in immediate termination of the policy, or if to effect the requested decrease, payments to the owner would have to be made from the accumulated value for compliance with the guideline premium limitations, and the amount of such payments would exceed the cash surrender value under the policy. The owner may request an increase in the death benefit on or after the first monthly processing date and before the joint equivalent age of the insured people is 85. An increase in the stated death benefit must be at least $1,000 (unless the increase is effected pursuant to a rider providing for automatic increases in stated death benefit), and an application must be submitted. An increase that is not guaranteed by rider requires satisfactory evidence of insurability and must meet Southland Life's underwriting rules. The increase in stated death benefit will become effective on the next monthly processing date after the request is approved. The account value will reflect a monthly deduction (as of the effective date) based on the increased stated death benefit. Southland Life will determine a cost of insurance rate for each increase in coverage based on the joint equivalent age of the insureds at the time of the increase. The following rules apply to determine the risk amount for each rate. When an increase in stated death benefit is requested, Southland Life conducts underwriting before approving the increase to determine whether a different premium class will apply to the increase. If the premium class for the increase has lower cost of insurance rates than the original premium class, then the premium class for the increase will also be applied to the initial stated death benefit. If the premium class for the increase has higher cost of insurance rates than the original premium class, the premium class for the increase will apply only to the increase in stated death benefit, and the original premium class will continue to apply to the initial stated death benefit. To determine the risk amount associated with a stated death benefit, Southland Life generally will attribute the account value solely to the initial stated death benefit. However, if the account value exceeds the initial stated death benefit, the excess will be attributed to the increases in stated death benefit in the order of the increases. If there is a stated death benefit decrease after an increase, the decrease is applied first to prior stated death benefit increases, starting with the most recent increase. The policy will be offered and sold pursuant to an established mortality structure and underwriting standards in accordance with state insurance laws. Where state insurance laws prohibit the use of actuarial tables that distinguish between men and women in determining premiums and policy benefits for their insured resident, Southland Life will comply. D.    Application and Payment Processing To purchase a policy, an application must be completed and submitted through an authorized Southland Life agent. Temporary life insurance coverage may be provided prior to the policy date under the terms of a temporary insurance agreement. In accordance with Southland Life's underwriting rules, temporary life insurance coverage may not exceed $3,000,000 and will not remain in effect for more than ninety (90) days. The Policy Date is used to determine the monthly processing date, coverage effective date and policy anniversaries. The insurance coverage becomes effective on the policy date, which may be specified on the application. The policy date is: 1) the date specified on the application, and 2) the back-date of the policy to save age or, if neither 1) or 2) apply, it is the date all underwriting and administrative requirements are met if the initial premium has been received. Otherwise it is the date the initial premium is received by Southland Life. The Investment Date is the date that Southland Life first applies net premium to the Policy. It is the first valuation date following Southland Life's 1) receipt of the initial premium and 2) approval of the policy for issue, and 3) receipt of all issue requirements. As provided under state insurance law, the owner may be permitted to backdate the policy, to preserve insurance age. In no case may the policy date be more than six months prior to the application date. Monthly deductions for the backdated period are deducted on the policy date. The initial premium payment must be at least equal to the scheduled premiums from the policy date through the investment date. Planned periodic premiums and unscheduled premiums that are not underwritten will be credited to the policy and the net premium invested on the valuation date they are received by Southland Life. If premium payment is rejected, Southland Life will return it promptly, without adjustment. The policy date is the date from which policy months, years, and anniversaries are measured. A policy month is a one-month period beginning with a monthly processing date and ending with the day immediately preceding the next following monthly processing date (i.e., 8/15 - 9/15). The monthly processing date is the same as the policy date for each succeeding month. The monthly deductions are made each monthly processing date. A policy year is twelve months commencing with the policy date and ending with the day immediately preceding the next annual date (i.e., 8/15/2000 - 8/14/2001). The issue date, if the same as the policy date, is the date from which the suicide and contestable periods start. It is shown in the policy. E.    Allocation of Net Premiums On the investment date, the account value equals the initial premium payment minus the premium expense charges, minus monthly deductions made as the policy date (up to six months for backdated policies). On each investment date thereafter, the account value is the sum of the amounts in the variable investment options, the guaranteed interest division, and the loan division. The account value will vary with the performance of the selected investment options, interest credited on amounts in the guaranteed interest division, interest credited on amounts in the loan division, charges, transfers, partial withdrawals, loans and loan repayments. The net account value is account value minus outstanding policy debt. Cash surrender value is account value minus the applicable surrender charge. Net cash surrender value is the cash surrender value minus outstanding policy debt. When applying for a policy, the owner selects a plan for paying premium payments at specified intervals, e.g., quarterly, semiannually or annually, until the maturity date. If the owner elects, Southland Life will arrange for payment of planned period premiums on a monthly basis under a pre-authorized electronic funds transfer (bank draft) arrangement. The owner is not required to pay premium in accordance with the plan, but can pay more or less than planned or skip a planned periodic premium entirely. Currently, there is no minimum amount for each premium payment. Southland Life may establish a minimum amount effective 90 days after sending a written notice to the owner. Subject to certain limits (described below), the owner can change the amount and frequency of planned periodic premiums at any time by sending a notice to Southland Life. However, Southland Life reserves the right to limit the amount of a premium payment or the total premium paid. In the application, the owner specifies the percentage of net premium to be allocated to each investment option including the guaranteed interest division ("G.I.D."). Net premiums generally will be invested on the valuation date that Southland Life receives them and in accordance with the most recent allocation instructions. The net premium allocation percentages specified in the application will apply to subsequent premium payments until the owner instructs otherwise. The minimum percentage that may be specified for an investment option is 1%, and all percentages must be whole numbers. The sum of allocations must equal 100%. Southland Life limits the number of investment options (18) to which account value may be allocated over the life of the policy. An owner can change the allocation percentages at any time by sending a notice to Southland Life or, if telephone privileges are in effect, the request can be received by telephone. The change applies to all premium payments received with or after receipt of the owner's notice. F.    Free Look Some states mandate that if an owner exercises his/her free look right he/she is entitled to a full premium refund. Other states mandate that if the owner exercises his/her free look option he/she is entitled to receive the value of the fund allocations plus a refund of the policy charges previously deducted. Amounts the owner designates for the guaranteed interest division will be invested into that division on the investment date. If the owner's state requires return of premium during the free look period, amounts designated for the variable division are initially invested into The GCG Liquid Asset Portfolio. Later, these amounts are transferred from The GCG Liquid Asset Portfolio to the selected variable investment options, at the earlier of:
		1) five days after we mailed your policy and your state free look period has ended; or 2) you have actually received your policy, we have received your delivery receipt and your state free look period has ended.
	If the owner's state provides for return of account value during the free look period or no free look period, amounts designated for the variable division are invested directly into the selected variable investment options. G.    Additional Payment Additional unscheduled premium payments can be made at any time while the policy is in force. Premium payments after the initial premium payment must be made to Southland Life. Southland Life has the right to limit the number and amount of such premium payments. Total premium payments paid in a policy year may not exceed guideline premium payment limitations for life insurance set forth in the Internal Revenue Code. Southland Life will promptly refund the portion of any premium payment that is determined to be in excess of the premium payment limit established by law to qualify a policy as a contract for life insurance. Southland Life reserves the right to reject a requested increase in planned periodic premiums, or unscheduled premium. Southland Life also reserves the right to require satisfactory evidence of insurability prior to accepting a premium which increases the risk amount of the policy. No premium payment will be accepted after the maturity date. The payment of premiums may cause a policy to be a Modified Endowment Contract ("M.E.C.") under the Internal Revenue Code. If acceptance of a premium paid would, in Southland Life's view, cause the policy to become a M.E.C., then to the extent feasible Southland Life will not accept that portion of the premium that would cause the policy to become a M.E.C. unless the owner confirms in writing that it is his/her intent to convert the policy to a M.E.C. Southland Life may return the excess portion of the payment pending receipt of instructions from the owner. The owner may specify that a specific unscheduled payment is to be a repayment of policy debt. H.    Policy Termination and Grace Period The policy terminates at the earliest of: 1) the end of the grace period, 2) the surrender of the policy or, 3) the fulfillment of Southland Life's obligations under the policy (i.e., payment of the death benefit proceeds). If the net cash surrender value on a monthly processing date is less than the amount of the monthly deduction to be deducted and the special continuation period is not in effect, the policy will be in default. In addition, if on a monthly processing date the cash value less policy debt exceeds the amount of the monthly deduction due for the following policy month, the policy will be in default whether or not the special continuation period is in effect. An owner, and assignee of record, will be sent notice of the default. If a policy goes into default, the owner will be allowed a 61-day grace period to pay a premium payment sufficient to cover the monthly deductions due during the grace period and for two additional months, or a sufficient amount to avoid termination caused by a high outstanding loan balance. Southland Life will send notice of the amount required to be paid ("grace period premium payment") to the owner's last known address and the address of the assignee of record. The grace period will begin when the notice is sent. The policy will remain in effect during the grace period. If the second insured person should die during the grace period, the death benefit proceeds will be payable to the beneficiary, but the amount paid will be reduced for the monthly deductions which were due as of the date of the insured's death and for outstanding policy debt. If the grace period premium payment is not paid by the end of the grace period, the policy will lapse. It will have no value and no benefits will be payable. I.    Reinstatement of a Policy Terminated for Insufficient Values The policy may be reinstated within five years after lapse and before the maturity date, subject to compliance with certain conditions, including a necessary premium payment and submission of satisfactory evidence of insurability. J.    Repayment of a Loan An owner may repay all or part of his/her policy debt at any time while at least one insured person is living and the policy is in force. Loan repayments must be sent to the home office and will be credited as of the date received. The owner may instruct Southland Life that a specific unscheduled payment is to be applied as a loan repayment. When a loan repayment is made, account value in the loan division in an amount equal to the repayment, is transferred from the loan division to the investment options according to the owner's current net premium allocation instructions. K.    Policy Riders Rider benefits may be available to be added to the policy. Monthly charges for riders, if any, will be deducted from the account value as part of the monthly deductions. The following rider benefits may be available: Adjustable Term Insurance Rider and the Single Life Term Rider. Additional rules and limits apply to these benefits and are set forth in the applicable endorsement or rider.
II.    TRANSFERS AMONG INVESTMENT OPTIONS Several investment options of the Separate Account are available for allocation of net premiums, subject to certain limitations set forth in the policy. Each invests in shares or units of an underlying portfolio. Currently, available investment options invest in portfolios of The Alger American Fund, Fidelity Variable Insurance Products Fund and Variable Insurance Products Fund II, The GCG Trust, INVESCO Variable Investment Funds, Inc., and Janus Aspen Series service shares. All Funds are registered under the Investment Company Act of 1940 as open-end management investment companies. Additional funds may be made available in the future. After the free-look period and prior to the maturity date, the owner may transfer all or part of the account value from the investment options to other investment options, or to the guaranteed interest division. An amount may be transferred from the guaranteed interest division to the variable investment options, subject to some restrictions. The minimum transfer amount is the lesser of $100 or the entire amount in that investment option. A transfer request that would reduce the amount in an investment option below $100 will be treated as a transfer request for the entire amount. Transfers from the guaranteed interest division are permitted only within the first 30 days of a policy year. Transfer requests received within 30 days prior to a policy anniversary will be processed on the policy anniversary. Such transfers are limited in amount to the greatest of: 25% of the balance in the guaranteed interest division on the policy anniversary; the total withdrawn in the prior policy year; or $100. With the exception of the Right to Exchange (described below), Southland Life reserves the right to limit the number or frequency of transfers permitted in the future. Southland Life will make the transfer as of the end of the valuation period during which such transfer is received by Southland Life. Transfer requests will be accepted by telephone, provided the appropriate authorization has been provided to Southland Life. Southland Life reserves the right to suspend telephone transfer privileges at any time, for any reason, if Southland Life deems such suspension to be in the best interests of owners. During the first twenty-four policy months following the policy date, and within sixty days of the later of notification of a change in the investment policy of the separate account or the effective date of such change, the owner may exercise a one-time Right to Exchange the policy by requesting that all of the variable account value be transferred to the guaranteed interest division. Following the exercise of the Right to Exchange, premium may not be allocated to the variable account, and transfers of account value to the variable account will not be permitted. The other terms and conditions of the policy will continue to apply. Transfers may also be effected pursuant to the dollar cost averaging or auto rebalancing feature if elected by the owner as described in the current prospectus. III.    REDEMPTION PROCEDURES, SURRENDER AND RELATED TRANSACTIONS
	A.    Surrender for Cash Surrender Value An owner may surrender the policy at any time for its cash surrender value by submitting notice to the home office. Southland Life may require return of the policy. A surrender charge may apply. A surrender request will be processed as of the valuation date the surrender notice and all required documents are received. Payment generally will be made within seven calendar days. An owner's policy will terminate and cease to be in force if it is surrendered. It cannot be reinstated later. B.    Death Claims The death benefit proceeds are equal to the sum of the base death benefit for each coverage segment under the death benefit option selected, calculated on the date of the second insured's death, plus supplemental or rider benefits, minus outstanding policy debt minus unpaid monthly deductions incurred prior to the date of death. If an insured's age or sex has been misstated in the application for the policy or in an application for supplemental or rider benefits, and if the misstatement becomes known after the death of the second insured person, then the death benefit under the policy or such supplemental or rider benefits will be that which the cost of insurance charge which was deducted from the account value on the last monthly processing date prior to the death of the second insured would have purchased for the correct sex and age. Southland Life will pay interest at the rate declared by us or at a higher rate required by law. Southland Life will usually pay the death benefit proceeds to the beneficiary within seven days after receipt at its Home Office of due proof of death of the second insured and all other requirements necessary to make payment. If the payment of the death benefit of a policy is contested, payment of proceeds may be delayed. The death benefit payable depends on the death benefit option in effect on the date of death. Subject to certain conditions, owners may change the death benefit option. Under option A, the base death benefit is the greater of the specified amount or the applicable percentage of account value on the date of the second insured's death. Under option B, the base death benefit is the greater of the specified amount plus the account value on the date of death or the applicable percentage of the account value on the date of the second insured's death. The "applicable percentage" is the appropriate factor from the Definition of Life Insurance factors shown in the policy's applicable schedule. A table showing the applicable percentages for attained ages 0 to 100 is set forth in the policy. On or after the first monthly processing date from the policy date, the owner may change the death benefit option on the policy, by notice to Southland Life, subject to the following rules. A change in the Death Benefit Option may be requested at least one day prior to a monthly processing date. After the change, the specified death benefit amount must still comply with the minimum to issue a policy. The effective date of the change will be the next monthly processing date next following the day that Southland Life approves the request. Southland Life may require satisfactory evidence of insurability for some changes. An owner may change from death benefit option A to option B, or from option B to option A. When a change from option A to option B is made, the specified death benefit amount after the change is effected will be the specified death benefit amount before the change minus the account value on the effective date of the change. When a change from Option B to Option A is made, the specified death benefit amount after the change will be the specified death benefit amount before the change plus the account value on the effective date of the change. C.    Policy Loan After the first monthly processing date and while at least one insured is living, provided the policy is not in the grace period, the owner may borrow against the policy by submitting a request to the home office. The minimum amount of a loan is $100. The maximum loan amount is the net cash surrender value less monthly deductions to the next policy anniversary or 13 monthly deductions if the loan request is received within 30 days prior to a policy anniversary. Maximum loan amounts may be different if required by state law. An outstanding loan reduces the amount available for a new loan. A loan is processed as of the date the loan request is approved. Loan proceeds generally will be sent to the owner within seven calendar days. When a policy loan is made, an amount sufficient to secure the loan is transferred out of the investment options and into the policy's loan division. Thus, a loan will have no immediate effect on the account value, but other policy values, such as the cash surrender value and the death benefit proceeds, will be reduced immediately by the amount borrowed. This transfer is made from the account value in each investment option in proportion to the account value in each on the date of the loan, unless the owner specifies that transfers be made from a specific investment option. An amount equal to due and unpaid loan interest which exceeds interest credited to the loan division will be transferred to the loan division on each policy anniversary. Such interest will be transferred from each investment option in the same proportion that account value in each bears to the total unloaned account value. The loan account will be credited with interest at an effective annual rate of not less than the annual loan interest rate of 4%. Loan interest accrues daily at a compound annual interest rate of 4% for preferred loans and 6% for non-preferred loans. Interest is due in arrears on each policy anniversary. Outstanding loan amounts (including unpaid interest added to the loan) plus accrued interest not yet due equals the policy debt. After the tenth policy anniversary, the owner may take a "preferred" loan. A preferred loan is the first loan amount in a policy year up to 10% of the net account value. Amounts borrowed in excess of the 10% or later in the year will not be considered "preferred". In the 21st policy year and thereafter, all loan balances are "preferred." D.    Partial Withdrawals An owner may make partial cash surrenders (known as partial withdrawals) from the policy at any time after the first policy anniversary. An owner must submit a request to the home office. Each partial withdrawal must be at least $100. The maximum partial withdrawal is the amount which will leave $500 as the net cash surrender value. When a partial withdrawal is taken, the amount of the withdrawal plus a service fee is deducted from the account value. This service fee is 2% of the amount of the withdrawal, up to a maximum fee of $25. As of the date Southland Life processes the partial withdrawal, the cash value will be reduced by the partial withdrawal amount. Unless the owner requests that a partial cash surrender be deducted from specified investment options, it will be deducted from the investment options on a pro-rata basis in proportion to the account value in each. If death benefit Option A is in effect, Southland Life may reduce the specified death benefit amount. Southland Life may reject a partial withdrawal request if it would reduce the specified death benefit amount below the minimum amount required to issue the policy, or if the partial withdrawal would cause the policy to fail to qualify as a life insurance contract under applicable tax laws, as interpreted by Southland Life. Partial withdrawals will be processed as of the valuation date the request is received by Southland Life, and generally will be paid within seven calendar days. E.    Monthly Charges On each monthly processing date, Southland Life will deduct from the account value the monthly deductions due, commencing as of the policy date. An owner's policy date is the date used to determine the applicable monthly processing date. The monthly deduction consists of (1) policy charge, (2) cost of insurance charges, (3) the monthly administrative charge, (4) guaranteed minimum death benefit charge, and (5) charges for supplemental or rider benefits. The monthly deduction is deducted from the investment options, including the guaranteed interest division pro rata based on the account value in each, unless the owner has selected a designated deduction investment option for the policy. F.    Continuation of Coverage At the policy anniversary nearest the younger insured's 100th birthday, the owner may surrender the policy for its net account value. Or, he/she may allow insurance coverage to continue under the continuation of coverage feature. If the policy is in effect and not surrendered, the target death benefit, which includes term rider coverage, becomes the specified death benefit amount. All riders are terminated. Policies with death benefit option B become policies with death benefit option A. The account value is transferred into the Guaranteed Interest Division. No further premium payments can be made, however, loan and interest payments are accepted. All variable investment features terminate. Loans and partial withdrawals may be taken. If a persistency refund is paid on the guaranteed interest division, it will be credited to policies in the continuation of coverage period. The policy will continue until the death of the second insured person, so long as it does not lapse. G.    Settlement Options During the insured's lifetime, the owner may elect that the beneficiary receive the death proceeds other than in one sum. If this election has not been made, the beneficiary may do so within 60 days after the second insured person's death. The owner may also elect to take the net cash surrender value under one of these options.
	Option I:	Payouts for a Designated Period: Payouts will be made in 1, 2, 4 or 12 installments per year as elected for a designated period, which may be 5 to 30 years. The installment dollar amounts will be equal except for any excess interest. The amount of the first monthly payout for each $1,000 of account value applied is shown in Settlement Option Table I in the policy.
	Option II:	Life Income with Payouts Guaranteed for a Designated Period: Payouts will be made in 1, 2, 4 or 12 installments per year throughout the payee's lifetime, or if longer, for a period of 5, 10, 15, or 20 years as elected. The installment dollar amounts will be equal except for any excess interest. The amount of the first monthly payout for each $1,000 of account value applied is shown in Settlement Option Table II in the policy. This option is not available for ages not shown in this Table.
	Option III:	Hold at Interest: Amounts may be left on deposit with us to be paid upon the death of the payee or at any earlier date elected. Interest on any unpaid balance will be at the rate declared by us or at any higher rate required by law. Interest may be accumulated or paid in 1, 2, 4 or 12 installments per year, as elected. Money may not be left on deposit for more than 30 years.
	Option IV:	Payouts of a Designated Amount: Payouts will be made until proceeds, together with interest, which will be at the rate declared by us or at any higher rate required by law, are exhausted. Payouts will be made in 1, 2, 4, or 12 equal installments per year, as elected.
	Option V:	Other: The owner may ask us to apply the money under any other option that we make available at the time the benefit is paid.
	Payments under these options are not affected by the investment experience of any division of our variable account. Instead, interest accrues pursuant to the options chosen. Payment options will also be subject to our rules at the time of selection. These alternate payment options are only available if the proceeds applied are $2000 or more and a periodic payment will be at least $20. The beneficiary or any other person who is entitled to receive payment may name a successor to receive any amount that we would otherwise pay to that person's estate if that person died. The person who is entitled to receive payment may change the successor at any time. We must approve an arrangement that involve a payee who is not a natural person (for example, a corporation), or a payee who is a fiduciary. Also, the details of all arrangements will be subject to our rules at the time the arrangements take effect. This includes rules on the minimum amount we will pay under an option, minimum amounts for installment payments, withdrawal or commutation rights (i.e., the rights to receive payments over time, for which we may offer a lump sum payment), the naming of people who are entitled to receive payment and their successors, and the ways of proving Age and survival.

EX-6.A. 17 livingstoncnsnt.htm LIVINGSTON CONSENT

EXHIBIT 6.A

[ING SOUTHLAND LIFE LOGO APPEARS HERE]

December 13, 2000

Southland Life Insurance Company
5780 Powers Ferry Road, N.W.
Atlanta, GA 30327

Re: Southland Separate Account L1
       Pre-Effective Amendment No. 1; SEC File No. 333-46294

Gentlemen:

In my capacity as Executive Vice President, CFO and Chief Actuary of Southland Life Insurance Company ("Southland"), I have provided actuarial advice concerning:

The preparation of Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6 (File No. 333-46294) to be filed by Southland and its Southland Separate Account L1 (the "Separate Account") with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933 with respect to the Survivor Dimensions variable universal life insurance policies; and

The preparation of the policy forms for the Survivor Dimensions variable universal life insurance policies described in Pre-Effective Amendment No. 1 (the "Policies").

It is my professional opinion that

1. The aggregate fees and charges under the Policies are reasonable in relation to the services rendered the expenses expected to be incurred and the risks assumed by Southland.
    
2. All other numerical examples shown in the Prospectus are consistent with the Policies and our other practices, and have not been designed to appear more favorable to prospective buyers than other examples which could have been provided.

I hereby consent to the filing of this opinion as an Exhibit to Pre-Effective Amendment No. 1 to the Registration Statement and the use of my name under the heading "Experts" in the Prospectus.

Sincerely,

/s/ James L. Livingston, Jr.

James L. Livingston, Jr., F.S.A., M.A.A.A.
JLL:tls

EX-1.A.(11)

Issuance, Transfer, and Redemption Procedures

EX-6.A.

Consent of James L. Livingston, Jr.

EX-7.A.

Exhibit 7.A.

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Experts" and "Financial Statements" and to the use of our reports dated April 7, 2000 and March 28, 2000 (with respect to the financial statements of Southland Separate Account L1 and the financial statements of Southland Life Insurance Company, respectively), in Pre-Effective Amendment No. 1 to the Registration Statement (Form S-6 No. 333-46294) and related Prospectus of Southland Life Insurance Company and Southland Separate Account L1 as filed with the Securities and Exchange Commission on December 19, 2000.

/s/ ERNST & YOUNG LLP

Atlanta, Georgia
December 13, 2000

EX-7.B.

Exhibit 7.B.

[SUTHERLAND ASBILL & BRENNAN LLP]

CONSENT OF SUTHERLAND ASBILL & BRENNAN LLP

We consent to the reference to our firm in the prospectus included in Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 333-46294). In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

SUTHERLAND ASBILL & BRENNAN LLP

By:/s/ Kimberly J. Smith
      Kimberly J. Smith

Washington, D.C.
December 13, 2000