1995 ANNUAL REPORT
HOME BENEFICIAL CORPORATION
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                         1995              1994
<S>                                                 <C>               <C>

Life insurance in force (In 000's)                   $   10,725,949    $   10,223,828

Total assets                                          1,403,354,824     1,288,826,060

Stockholders' equity                                    542,087,578       466,769,934

Total revenues                                          202,086,781       200,930,852

Net income                                               37,899,262        36,195,976

Per share
  Net income                                                 $ 2.16            $ 2.04
  Dividends paid                                                .83              .795
  Book value                                                  31.08             26.58
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
CONTENTS
<S>                                                                           <C>   
Financial Highlights........................................................   1

The Business of Home Beneficial Corporation.................................   3

A Message to Our Stockholders...............................................   4

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

Notes to Consolidated Financial Statements..................................  11

Report of Ernst & Young LLP, Independent Auditors...........................  19

Management's Discussion and Analysis of
   Financial Condition and Results of Operations............................  20

Quarterly Financial Information and Market and
   Dividend Information.....................................................  22

Record of Growth of Insurance and Selected Consolidated Financial Data......  23

Directors and Officers......................................................  24
</TABLE>

                                       2

<PAGE>
THE BUSINESS OF HOME BENEFICIAL CORPORATION

Home Beneficial Corporation is a holding company domiciled in the state of
Virginia with one principal operating subsidiary, Home Beneficial Life Insurance
Company (the Life Company), which is engaged in the life and accident and health
insurance business. The Life Company sells group life insurance and
substantially all the forms of ordinary insurance, including universal life,
whole life, term, and annuities, together with accidental death and disability
riders. The Life Company's business is concentrated in six Mid-Atlantic states
and the District of Columbia and its policies are marketed through its own sales
force of approximately 1150 full time personnel.

ANNUAL MEETING

The Annual Meeting of the stockholders of Home Beneficial Corporation will be
held on Tuesday, April 2, 1996 at 10:00 a.m. at the Corporation's Home Office,
3901 West Broad Street, Richmond, Virginia 23230.

[HOME BENEFICIAL LOGO] HOME BENEFICIAL CORPORATION

HOME OFFICE                    TRANSFER AGENT AND REGISTRAR
3901 West Broad Street         First Union National Bank of North Carolina
P.O. Box 27572                 Shareholders Services Group -- 1154
Richmond, Virginia 23261       230 S. Tryon Street -- 10th Floor
                               Charlotte, North Carolina 28288-1154

                                       3

<PAGE>
A MESSAGE TO OUR STOCKHOLDERS

The year 1995 was the most exciting year the Company has experienced during this
decade. Many of the men and women from different departments in our Home Office
began to see the fruits of their labor pay huge dividends when the sales force
enthusiastically accepted the new accounting system on which they had worked so
hard for so long. The fear expressed by our agents, due to the heavy reliance on
a handheld computer for their livelihood, soon vanished after their initial
training and within a few weeks of use on the job. Since the year began, many of
our sales personnel have visited us in the Home Office and to our knowledge, no
one has expressed a willingness to return to our old systems.

This technology developed within the Company helped make us more productive
during 1995, but it was the efforts of our Managers, Staff Managers and Agents
that produced the outstanding results we had for the year. Our Agents' bulletin,
the scorecard used to measure controllable premium increase for each agent, set
an all time record for the Company. Individual sales for the year increased by
18% to $938.2 million and first year individual premiums advanced by 16%. As we
have stated many times in previous reports, it is our sales personnel that gives
us the competitive advantage in the market in which we operate and their
dedication to each prospect and policyholder served during the year created this
fine record.

Because of the desire within our industry to diversify or consolidate, regional
companies such as Home Beneficial have become more unique. By operating in only
six states of the country and maintaining one distribution system, management
has been able to concentrate its efforts on serving a broad market of customers
in an income range that represents 60% of American households. That strategy has
served us well both operationally and financially. By delivering our products in
a concentrated territory through one distribution system we have been relieved
of many layers of bureaucracy and have had better control of general insurance
expenses, which has resulted in delivering adequate profit margins.

The achievements that have been accomplished by the use of this strategy are
evident as you read this report. They also have not gone unnoticed by others. A.
M. Best Company acknowledged during the year the Life Company's excellent
earnings performance, its strong capitalization and the good performance of its
investment portfolio by assigning the Life Company to its highest rating
category at A+ Superior. Moody's Investors Service included the Corporation in
its "Dividend Achiever" status for increasing per share dividends to
shareholders each year for the past 32 years; a dividend record which placed the
Corporation in the top 3% of over 10,000 United States companies publicly
traded. Ward Financial Group, an investment banking firm specializing in the
insurance industry, named the Life Company to its 1995 Ward's 50 benchmark group
for achieving outstanding financial results in the areas of safety, consistency
and performance over a five year period. The 50 companies selected by Ward were
picked from a universe which included some 2,000 life/health insurers. In an
environment of constant change, investors, policyholders and regulators become
concerned about a company's solvency and ability to perform. It is reassuring to
everyone when outside authorities of this stature award Home Beneficial with
such high marks.

Net income for the Corporation was $37,899,262 or $2.16 per share compared to
1994 results of $36,195,976 or $2.04 per share. On a per share basis, earnings
advanced for 1995 by 5.9%. Realized investment gains during 1995 versus losses
the previous year had no effect on per share amounts for either period,
resulting in earnings from operations being identical to net income per share.

Total assets ended the year at $1.4 billion, an increase of 8.9% over the
previous year. Stockholders' equity rose in 1995 to $542.1 million

                                       4

<PAGE>
from $466.8 million, an increase of $75.3 million. On a per share basis,
stockholders' equity at the end of 1995 was $31.08 versus $26.58 at year-end
1994, a gain of 16.9%. Much of the gain in stockholders' equity and total assets
was due to the strong bond markets during 1995 which lowered interest rates
considerably, thus increasing the value of the Company's bond portfolio. While
market value accounting does not effect the income statement of the Corporation,
it does create more volatility within the categories of Invested Assets and
Stockholders' Equity on the Consolidated Balance Sheet.

The Corporation's dividend to stockholders was raised to a quarterly rate of
$.21 per share, increasing the amount paid during 1995 to $.83. Each year since
becoming a public company, stockholders have participated in the long term
growth achieved by Home Beneficial Corporation or its predecessor, Home
Beneficial Life, whose history of paying dividends without interruption dates
back 89 years.

Considerable progress was made during 1995 in our efforts to better serve both
present and future policyholders; however, as we begin the second half of this
decade, our biggest challenge is to use technology in an economical way that
will continue to increase our efficiency in the delivery of our products while
at the same time improve customer service. The 1990's will continue to be a time
for all of us to save and invest for our families' future, and the companies
that provide competitive financial products, backed by superior service, should
prosper. Our goal is to be one of those companies.

Home Beneficial remains one of the strongest insurance companies in the United
States. For many years it has provided products and services with virtually no
risk of loss to policyholders. At the same time, we have been mindful of our
ultimate responsibility to our stockholders. As we plan for the future, it is
with the realization that policyholders, employees and stockholders alike, must
be the beneficiaries of the Company's success.

                                    [PHOTO]

R. W. Wiltshire, Jr.

Only by satisfying the needs of each of these groups will the Company be
assured of a bright future. We hope, as you read our report, the successes
highlighted throughout these pages will be credited to the many men and women at
Home Beneficial that dedicate themselves to their job each day.

Thank you for your interest and investment in Home Beneficial Corporation.

/s/ R. W. WILTSHIRE
R. W. Wiltshire
Chairman of the Board

/s/ R. W. WILTSHIRE, JR.
R. W. Wiltshire, Jr.
President and
Chief Executive Officer

                                       5

<PAGE>
HOME BENEFICIAL CORPORATION

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1995 AND 1994

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                      1995               1994
<S>                                                                              <C>                <C>
INVESTMENTS -- Note 2

  Securities available-for-sale at fair value
     Fixed maturities (amortized cost: 1995, $744,043,172;
       1994, $718,305,895)                                                       $  795,741,956     $  691,976,855
     Equities (cost: 1995, $8,637,928; 1994, $9,728,145).....................        29,475,901         24,229,849
  Mortgage loans on real estate..............................................       339,773,729        338,458,261
  Policy loans...............................................................        54,480,175         53,425,676
  Short-term investments.....................................................        41,072,441         32,459,616
  Other......................................................................         6,242,886          6,167,002
     Total investments.......................................................     1,266,787,088      1,146,717,259

CASH.........................................................................         3,086,602          1,726,812

ACCRUED INVESTMENT INCOME....................................................        17,412,378         16,958,594

RECEIVABLES -- uncollected premiums..........................................         5,593,862          5,232,370

DEFERRED POLICY ACQUISITION COSTS............................................        99,246,423         96,246,153

PROPERTY AND EQUIPMENT, AT COST
   (less accumulated depreciation: 1995, $7,413,136;
   1994, $6,598,531).........................................................         6,904,462          7,627,921

DEFERRED CHARGES AND OTHER ASSETS............................................         4,324,009         14,316,951
                                                                                 $1,403,354,824     $1,288,826,060
</TABLE>

See accompanying notes.

                                       6

<PAGE>
HOME BENEFICIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995, 1994 and 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Consolidation -- The consolidated financial statements include the accounts
   of the Corporation, its principal subsidiary, Home Beneficial Life Insurance
   Company (the Life Company), and its other subsidiaries. All significant
   intercompany accounts and transactions are eliminated. The Corporation is
   engaged predominantly in the life and accident and health insurance business.

   Basis of Presentation -- The accompanying consolidated financial statements
   have been prepared on the basis of generally accepted accounting principles
   (GAAP), which reflect certain major adjustments to the Life Company's
   financial statements as filed with insurance regulatory authorities
   (statutory basis). The preparation of financial statements of the Life
   Company requires management to make estimates and assumptions that affect
   amounts reported herein. Such estimates and assumptions could change in the
   future as more information becomes known. See Note 7.

   Investments -- The Corporation adopted Statement of Financial Accounting
   Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and
   Equity Securities" as of January 1, 1994. As a result of the implementation
   of SFAS No. 115, the Corporation's entire fixed maturity (bonds and
   redeemable preferred stocks) and equity (non-redeemable preferred and common
   stocks) securities were classified as available-for-sale. Accordingly, these
   securities are reported at estimated fair value with related unrealized gains
   and losses (net of deferred taxes) reported as a separate component of
   stockholders' equity. Prior to adoption of SFAS No. 115, fixed maturities
   were carried at amortized cost and equities were reported at estimated fair
   values. Mortgage loans on real estate are reported at cost, adjusted where
   appropriate for amortization of premium or discount. Short-term investments
   are reported at cost and policy loans are reported at unpaid balances.
   Realized investment gains and losses are included as a component of net
   investment income. The cost of investments sold is generally determined under
   the specific identification method.

   Fair Value Disclosures -- The following methods and assumptions were used by
   the Corporation in estimating its fair value disclosure for financial
   investments: The carrying amounts of cash and short-term investments reported
   in the balance sheet approximate their fair values. Fair values for fixed
   maturity securities (including redeemable preferred stocks) are based on
   quoted market prices, where available. For fixed maturity securities not
   actively traded, fair values are estimated using values obtained from
   independent pricing services or, in the case of private placements, are
   estimated by discounting expected future cash flows using a current market
   rate applicable to the yield, credit quality, and maturity of the
   investments. Fair values for available-for-sale fixed maturities are
   recognized in the balance sheet in accordance with SFAS No. 115. The fair
   values for equity securities are based on quoted market prices and are
   recognized in the balance sheet. The fair values for mortgage loans and
   policy loans are estimated using discounted cash flow analyses, using
   interest rates currently being offered for similar loans to borrowers with
   similar credit ratings. Loans with similar characteristics are aggregated for
   purposes of the calculations. Fair values for the Corporation's liabilities
   under investment-type insurance contracts (included with policy liabilities
   and accruals in the balance sheet) approximate recorded values.

   Revenues, Benefits, Claims, and Expenses

   Traditional Life Insurance Products -- Traditional life insurance products
   include those products with fixed and guaranteed premiums and benefits and
   consist principally of whole life and limited-payment life insurance
   policies. Premiums are recognized as revenues when due. Liabilities for
   policy benefits and expenses for traditional life insurance policies are
   computed using a net level premium method including assumptions as to
   investment yields, mortality, withdrawals, and other assumptions which were
   appropriate at the time the policies were issued based on the Company's
   experience

                                       11

<PAGE>
   modified as necessary to reflect anticipated trends and to include provisions
   for possible unfavorable deviations. Investment yield assumptions are graded
   and range from 9% to 3% and the weighted average assumed investment yield was
   approximately 4 1/2% for 1995. Unearned premiums include certain deferred
   profits on limited-payment policies which are being recognized in income over
   the estimated lives of the policies.

   Interest-Sensitive Insurance Products -- Premiums for interest-sensitive
   policies are recorded in a policyholder account as a liability. Premium
   revenue is recognized as amounts are assessed against the policyholder
   account for mortality coverage and policy administration. Surrender benefits
   reduce the account value. Policy benefits and claims that are charged to
   expense include interest credited to policyholder accounts and benefit claims
   incurred in excess of the account balances. Interest credit rates for
   interest-sensitive insurance products range from 6 1/2% to 5 3/4%. A
   liability equal to the current value of the policyholder accounts is included
   in other policyholder funds in the balance sheet.

   Deferred Policy Acquisition Costs -- The costs of acquiring new business,
   principally commissions and certain policy underwriting and issue costs,
   which generally vary with and are primarily related to the production of new
   business have been deferred to the extent such costs are deemed recoverable
   from future premiums. Costs deferred related to traditional life insurance
   are being amortized over the premium paying period of the related policies
   using assumptions consistent with those used in computing future policy
   benefits. Costs deferred related to interest-sensitive policies are being
   amortized over the lives of the policies, in relation to the present value of
   estimated gross profits from mortality, investment and expense margins.

   Income Taxes -- Income taxes have been provided using the liability method in
   accordance with SFAS No. 109, "Accounting for Income Taxes". Under that
   method, deferred tax assets and liabilities are determined based on the
   difference between their financial reporting and their tax bases and are
   measured using the enacted tax rates.

   Accounting Change -- The Corporation adopted the provisions of Statement of
   Financial Accounting Standards No. 115, "Accounting for Certain Investments
   in Debt and Equity Securities" as of January 1, 1994. SFAS No. 115 requires
   that investments in all debt securities and equity securities with readily
   determinable fair values be classified into one of three categories:
   held-to-maturity, trading or available-for-sale. Debt securities that a
   corporation does not have the positive intent or ability to hold to maturity
   and all marketable equity securities are classified as available-for-sale or
   trading and are carried at fair value. Unrealized gains and losses on
   securities classified as available-for-sale are carried as a separate
   component of stockholders' equity. Unrealized gains and losses on securities
   classified as trading are reported in earnings. On adoption of SFAS No. 115,
   the Corporation classified its entire fixed maturity and equity securities
   portfolio as available-for-sale. The Corporation believes that it has the
   ability to hold all fixed income investments until maturity; however,
   securities may be sold to take advantage of investment opportunities
   generated by changing interest rates, prepayments, or income tax
   considerations, as part of the Corporation's asset/liability strategy, or for
   other similar factors. In accordance with SFAS No. 115, prior-period
   financial statements have not been restated to reflect the change in
   accounting principle. The cumulative effect as of January 1, 1994 of adopting
   SFAS No. 115 increased stockholders' equity by $21 million (net of deferred
   income taxes) to reflect the net unrealized gains on securities previously
   carried at amortized cost. Due to rising interest rates during 1994, a $17
   million net unrealized loss (net of deferred income tax benefit) was charged
   against stockholders' equity at December 31, 1994. As a result of declining
   interest rates during 1995, a $33.6 million net unrealized gain (net of
   deferred income taxes) was credited to stockholders' equity at December 31,
   1995. There was no effect on net income as a result of the adoption of SFAS
   No. 115.

2. INVESTMENT OPERATIONS

   The following is a summary of available-for-sale securities at December 31,
   1995:

<TABLE>
<CAPTION>
                                                              COST OR          GROSS         GROSS        ESTIMATED
                                                             AMORTIZED      UNREALIZED     UNREALIZED        FAIR
                          1995                                  COST           GAINS         LOSSES         VALUE
<S>                                                         <C>             <C>            <C>           <C>
US Treasury securities and obligations of US government
  corporations and agencies                                 $ 31,224,017    $ 4,936,711    $  37,338     $ 36,123,390
Obligations of states and political
  subdivisions                                               350,176,819     20,058,784      645,394      369,590,209
Debt securities issued by foreign
  governments                                                 22,223,930      1,758,642       28,404       23,954,168
Corporate securities                                         340,418,406     26,572,230      916,447      366,074,189
  Total fixed maturities                                     744,043,172     53,326,367    1,627,583      795,741,956
Equity securities                                              8,637,928     20,837,973       --           29,475,901
       Total                                                $752,681,100    $74,164,340    $1,627,583    $825,217,857
</TABLE>

                                       12


   The following is a summary of available-for-sale securities at December 31,
   1994:

<TABLE>
<CAPTION>
                                                                   Cost or          Gross          Gross        Estimated
                                                                  Amortized      Unrealized     Unrealized         Fair
                             1994                                    Cost           Gains         Losses          Value
<S>                                                              <C>             <C>            <C>            <C>
US Treasury securities and obligations of US
  government corporations and agencies                           $ 28,659,884    $ 1,543,642    $   524,719    $ 29,678,807
Obligations of states and political
  subdivisions                                                    302,051,360      1,407,623     19,022,256     284,436,727
Debt securities issued by foreign
  governments                                                      26,343,642         46,220      1,072,524      25,317,338
Corporate securities                                              361,251,009      4,172,933     12,879,959     352,543,983
  Total fixed maturities                                          718,305,895      7,170,418     33,499,458     691,976,855
Equity securities                                                   9,728,145     14,546,906         45,202      24,229,849
       Total                                                     $728,034,040    $21,717,324    $33,544,660    $716,206,704
</TABLE>

   The amortized cost and estimated fair value of fixed maturities, by
   contractual maturity, and equities available-for-sale at December 31, 1995,
   are shown below. 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.

<TABLE>
<CAPTION>
                                                                          1995
                                                                COST OR         ESTIMATED
                                                               AMORTIZED           FAIR
                                                                  COST            VALUE
<S>                                                           <C>              <C>
Due in one year or less                                       $ 26,792,311     $ 27,168,864
Due after one year through five years                          184,165,499      193,628,720
Due after five years through ten years                         482,852,735      517,996,841
Due after ten years                                             39,173,185       42,901,191
                                                               732,983,730      781,695,616
US government mortgage backed securities                        11,059,442       14,046,340
Equities                                                         8,637,928       29,475,901
       Total                                                  $752,681,100     $825,217,857
</TABLE>

   The carrying amounts and fair values of the Corporation's investments in
   mortgage loans on real estate and policy loans were as follows at December
   31, 1995 and 1994:

<TABLE>
<CAPTION>
                                                                         1995                              1994
                                                                               ESTIMATED                         Estimated
                                                               CARRYING           FAIR           Carrying           Fair
                                                                AMOUNT           VALUE            Amount           Value
<S>                                                          <C>              <C>              <C>              <C>
Commercial mortgages                                         $172,022,003     $186,619,325     $169,981,656     $170,169,251
Residential mortgages                                         167,751,726      176,661,907      168,476,605      156,615,617
                                                             $339,773,729     $363,281,232     $338,458,261     $326,784,868
Policy loans                                                 $ 54,480,175     $ 55,019,313     $ 53,425,676     $ 48,546,135
</TABLE>

                                       13

<PAGE>
   Details of net investment income for the three years ended December 31, 1995
   are as follows:

<TABLE>
<CAPTION>
                                                               1995                  1994                   1993
<S>                                                         <C>                   <C>                   <C>
Fixed maturities                                            $55,384,820           $54,057,136           $ 48,541,194
Equity securities                                               875,463             1,037,639                975,218
Mortgage loans on real estate                                28,648,021            28,277,362             33,667,861
Short-term investments                                        3,065,480             1,672,379              3,596,291
Realized investment gains (losses)                               71,434               (42,592)            10,802,968
Other                                                         4,441,141             4,169,001              3,305,772
  Total investment income                                    92,486,359            89,170,925            100,889,304
Investment expenses                                          (4,446,286)           (4,311,495)            (4,014,980)
  Net investment income                                     $88,040,073           $84,859,430           $ 96,874,324
</TABLE>

   Realized investment gains (losses) and unrealized investment gains (losses)
   representing the change in difference between fair value and cost
   (principally amortized cost for fixed maturities) on fixed maturities, equity
   securities and other investments for the three years ended December 31, 1995
   are summarized below:

<TABLE>
<CAPTION>
                                                                            Investment Gains (Losses)
                                                                                   Change in
                                                             Realized              Unrealized                Net
<S>                                                         <C>                   <C>                    <C>
1995
  Fixed maturities available-for-sale                       $(1,639,864)          $ 50,677,824(2)        $ 49,037,960
  Equity securities available-for-sale                        1,611,925              4,136,269(1)           5,748,194
  Other                                                          99,373                     --                 99,373
                                                            $    71,434           $ 54,814,093           $ 54,885,527
    (1)Net of $2,200,000 deferred income taxes.
    (2)Net of $27,350,000 deferred income taxes
      on available-for-sale fixed maturities at
      December 31, 1995.
1994
  Fixed maturities available-for-sale                       $(5,894,439)          $(49,386,850)(2)       $(55,281,289)
  Equity securities available-for-sale                        5,865,050             (3,806,638)(1)          2,058,412
  Other                                                         (13,203)               --                     (13,203)
                                                            $   (42,592)          $(53,193,488)          $(53,236,080)
    (1)Net of $2,050,000 deferred income tax
      benefit.
    (2)Net of $9,225,000 deferred income tax
      benefit on available-for-sale fixed
      maturities at December 31, 1994.
1993
  Fixed maturities                                          $ 7,898,182           $  2,048,149           $  9,946,331
  Equity securities                                           2,904,686             (1,636,487)(1)          1,268,199
  Other                                                             100                --                         100
                                                            $10,802,968           $    411,662           $ 11,214,630
     (1)Net of $725,000 deferred income tax
       benefit.
</TABLE>

   Proceeds from the sales of available-for-sale securities during 1995 were
   $80,736,518 and gross investment gains and gross investment losses of $91,822
   and $1,925,911 were realized on those sales, respectively. 1994 proceeds from
   the sales of available-for-sale securities were $214,588,898 and gross
   investment gains and gross investment losses of $9,186,184 and $10,199,263
   were realized on those sales, respectively. There were no sales of fixed
   maturities in 1993. All proceeds were from calls and maturities.

   As of December 31, 1995 approximately 49% of the mortgage loans on real
   estate were on single family homes and 51% were on commercial properties such
   as apartments, shopping centers, office buildings and warehouses.
   Approximately 75% and 12%, respectively, of the mortgage loans are on
   properties geographically dispersed throughout Virginia and North Carolina.
   The Corporation manages the credit risk on its mortgage loan portfolio by,
   among other items, generally restricting loan to collateral value ratios to a
   maximum of 75% at the time the loan is made, limiting the total amount of
   loans outstanding by individual borrower and monitoring the type of loans and
   extent of geographic concentration within the region in which the Life
   Company operates.

                                       14

<PAGE>
   No investment in any person or affiliates of the Corporation exceeded ten
   percent of stockholders' equity at December 31, 1995.

3. REINSURANCE

   Future policy benefits and claims are stated after deducting benefits
   applicable to life insurance reinsured by other companies. The contingent
   liability for such deducted benefits was less than 1% of future policy
   benefits at December 31, 1995. Premiums related to such reinsurance are
   insignificant.

   The Life Company participates in several group life insurance programs as a
   reinsurer and also assumes reinsurance on a facultative (individual risk)
   basis from two other life insurance companies. Life insurance assumed relates
   principally to group life and represented approximately 17% of premium income
   for 1995, 1994 and 1993. Claims incurred under these group life insurance
   programs approximate the related premium income, and no significant assets or
   liabilities are required in the balance sheet.

4. PENSION PLAN AND HEALTH AND LIFE INSURANCE BENEFITS

   A noncontributory defined benefit pension plan covers substantially all
   employees. The benefits are based on years of service and the employee's
   compensation. As of December 31, 1995 and 1994, annuity contracts issued by
   Home Beneficial Life Insurance Company covered benefit obligations of
   $60,043,866 and $59,490,779, respectively, for employees for service prior to
   1989 and for all retirees. The following table sets forth the plan's status
   for employees for service subsequent to 1988 as of the indicated actuarial
   valuation dates:

<TABLE>
<CAPTION>
                                                                             December 31
                                                                        1995            1994
<S>                                                                  <C>             <C>
Actuarial present value of benefit obligations:
  Vested                                                             $15,803,378     $13,939,163
  Nonvested                                                            1,234,045         839,064
     Total accumulated benefit obligations                           $17,037,423     $14,778,227
Plan assets at fair value (held in a Deposit Administration
  Contract issued by Home Beneficial Life Insurance Company to
  the Plan)                                                          $15,456,682     $12,607,732
Projected benefit obligation                                         $24,326,621     $19,810,835
Unrecognized net transition asset                                    $ 1,253,989     $ 1,462,888
</TABLE>

   The pension liabilities and reserves are included in future policy benefits
   which are held by the Life Company and are supported by the general
   investments of the Life Company.

   The weighted-average discount rate used in determining the actuarial present
   value of the above projected benefit obligations was 7% for both 1995 and
   1994. The rate of increase used for future compensation was 4 1/2% for both
   1995 and 1994.

   The components of net pension expense for 1995, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
                                                             1995           1994           1993
<S>                                                       <C>            <C>            <C>
Service cost -- benefits earned                           $1,914,743     $2,091,022     $2,051,748
Interest cost on projected benefit obligation              1,370,692      1,264,171      1,261,051
Net amortization and deferral                               (208,899)      (184,114)      (177,033)
     Net pension expense                                  $3,076,536     $3,171,079     $3,135,766
</TABLE>

                                       15

<PAGE>
   In addition to the Corporation's defined benefit pension plan, the
   Corporation has two postretirement plans -- a medical plan (consisting of
   defined benefit medical coverage for pre-1993 retirees and defined
   contribution medical coverage for post-1992 retirees who were active
   employees on December 31, 1992) and a life insurance plan. The pre-1993
   retiree medical benefits program covers all employees who had retired under
   the Corporation's pension plan as of December 31, 1992. The post-1992 retiree
   medical benefits program covers all employees who were full time active at
   December 31, 1992 and who retire under the Corporation's pension plan after
   December 31, 1992. Employees who joined the Corporation after December 31,
   1992 are not eligible for participation in either program under the
   postretirement medical benefits plan. The postretirement life insurance
   benefits plan covers all employees who retire under the Corporation's pension
   plan.

   The pre-1993 retiree medical benefits program reimburses its participants for
   actual covered costs subject to specified deductibles and coinsurance. The
   pre-1993 retiree program is contributory and participant contribution
   requirements may be increased from time to time and benefits may be modified
   or terminated by the Corporation. The post-1992 retiree medical benefits
   program is noncontributory and reimburses its participants for the cost of
   health insurance and other health care coverage premiums up to a maximum
   benefit amount determined in accordance with the plan based on years of
   service as of December 31, 1992. A participant's unused maximum benefit
   amount for post-1992 retirees determined as of December 31, 1992, is
   increased for interest only from January 1, 1993 until it is fully expended.
   The Corporation is self insured with respect to benefits under both the
   medical and life insurance benefit plans.

   Effective January 1, 1992 the Corporation adopted SFAS No. 106, "Employers
   Accounting for Postretirement Benefits Other Than Pensions." The cumulative
   effect of this accounting change for years prior to 1992, was a charge
   against income in 1992 of $29,444,884 (after related income taxes of
   $15,200,000).

   The following is an analysis of the Corporation's accrued postretirement
   benefit obligation for postretirement medical and life insurance benefit
   plans which is included in other liabilities in the consolidated balance
   sheet at December 31, 1995 and 1994:

<TABLE>
<CAPTION>
                                                               1995              1994
<S>                                                         <C>               <C>
Retirees                                                    $36,226,923       $37,274,485
Fully eligible active plan participants                      11,591,077        10,549,421
Other active plan participants                                6,481,518         5,367,253
  Accumulated postretirement benefit obligation              54,299,518        53,191,159
Unrecognized net gain                                         1,624,916         3,615,624
  Accrued postretirement benefit obligation                 $55,924,434       $56,806,783
</TABLE>

   The weighted-average annual assumed rate of increase in the per capita cost
   of covered benefits (i.e., health care cost trend rate) at January 1, 1995
   for the medical plan is 15% for participants under age 65, and 10.4% for
   participants over age 65. The trend rate for both groups is assumed to
   decrease gradually to 5 1/2% over approximately 14 years and remain at that
   level thereafter. The health care cost trend rate assumption has a
   significant effect on the amounts reported. For example, increasing the
   assumed health care cost trend rate by one percentage point in each year
   would increase the accumulated postretirement benefit obligation as of
   December 31, 1995 by $2,481,077, and the net periodic postretirement benefit
   cost for 1995 by $200,000.

   The weighted-average discount rate used in determining the accumulated
   postretirement benefit obligation was 7% for both 1995 and 1994.
   Postretirement benefits expense was $1.6 million and $3.5 million for 1995
   and 1994, respectively. This expense primarily represents interest expense on
   the accumulated postretirement benefit obligation and claims cost.

5. FEDERAL INCOME TAXES

   Under the tax law in effect prior to 1984, $78,000,000 has been accumulated
   in a "Policyholders' Surplus Account" which has not been subject to taxation.
   Amounts, if any, distributed to stockholders from the account or exceeding
   prescribed balance limitations will become taxable at the then current
   federal income tax rates. Under the present circumstances, the Corporation
   does not anticipate such account becoming taxable and no provision has been
   made for the related deferred income taxes of $27,300,000.

                                       16

<PAGE>
   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 Corporation's deferred tax liabilities and assets as of
   December 31, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
                                                                1995              1994
<S>                                                         <C>                <C>
Deferred tax assets:
  Postretirement benefit obligation                         $ 16,866,585       $17,272,194
  Policy liabilities                                          16,614,264        16,214,063
  Unrealized investment losses on available-for-sale
     securities                                                  --              4,168,788
  Other -- net                                                 2,295,855         2,015,859
                                                              35,776,704        39,670,904
Deferred tax liabilities:
  Deferred policy acquisition expenses                        27,194,092        26,659,281
  Discount on fixed maturities                                 2,939,646         2,706,629
  Unrealized investment gain on available-for-sale
     securities                                               25,373,255           --
  Other -- net                                                 1,057,211         1,242,494
                                                              56,564,204        30,608,404
     Net deferred tax (liability) asset                     $(20,787,500)      $ 9,062,500
</TABLE>

   The Corporation is required to establish a valuation allowance for any
   portion of the deferred tax asset that management believes will not be
   realized. In the opinion of management, it is more likely than not that the
   Corporation will realize the benefit of the net deferred tax asset, and
   therefore, no such valuation allowance has been established.

   The provision for income taxes differs from amounts computed by applying the
   statutory tax rate to income before income taxes, and these differences arise
   from the following:

<TABLE>
<CAPTION>
                                                   1995                           1994                           1993
                                                        PERCENT OF                     Percent of                     Percent of
                                                         PRE-TAX                        Pre-Tax                        Pre-Tax
                                          AMOUNT          INCOME         Amount          Income         Amount          Income
<S>                                     <C>             <C>            <C>             <C>            <C>             <C>
Tax computed at the
  prevailing statutory rate             $20,320,000         35.0%      $19,450,000         35.0%      $22,400,000         35.0%
Deduct tax effect of:
  Investment income
     not taxable                           (450,000)         (.8)         (500,000)         (.9)         (775,000)        (1.2)
  Other                                     280,000           .5           450,000           .8          (325,000)         (.5)
                                           (170,000)         (.3)          (50,000)         (.1)       (1,100,000)        (1.7)
Provision for income taxes              $20,150,000         34.7%      $19,400,000         34.9%      $21,300,000         33.3%
</TABLE>

6. CAPITAL STOCK

   The Corporation purchased 30,376 shares of its Class A and 94,624 shares of
   its Class B Common Stock in 1995 at a cost of $2,843,750. The cost was
   allocated to reduce Class A and Class B Common Stock par value by $9,492 and
   $29,570, respectively, and retained earnings by $2,804,688.

   In 1994 the Corporation purchased 374,948 shares of its Class B Common Stock
   at a cost of $7,675,184. The cost was allocated to reduce Class B Common
   Stock par value and retained earnings by $117,171 and $7,558,013,
   respectively.

   During 1993 the Corporation purchased 587,838 shares of its Class B Common
   Stock at a cost of $14,142,511. The cost was allocated to reduce Class B
   Common Stock par value and retained earnings by $183,700 and $13,958,811,
   respectively.

                                       17

<PAGE>
7. STOCKHOLDERS' EQUITY AND RESTRICTIONS

   Consolidated stockholders' equity at December 31, 1995 includes $145,000,000
   representing GAAP adjustments and minimum statutory capital and surplus
   requirements of the Life Company that cannot be transferred in the form of
   dividends, loans or advances to the Corporation.

   In addition, the Corporation and the Life Company are subject to the
   provisions of the Insurance Holding Company Act of the State of Virginia,
   which governs transactions between the Corporation and the Life Company. The
   Act, among other things, (1) requires that transactions among affiliates be
   fair and reasonable, and (2) assures maintenance of reasonable statutory
   capital and surplus in relation to the insurer's outstanding liabilities and
   its other financial needs. Also the Act requires the prior approval of the
   State Corporation Commission for transactions among affiliates that exceed
   three percent of the insurer's admitted assets or twenty-five percent of the
   insurer's statutory capital and surplus, whichever is the lesser, and, at
   December 31, 1995 the maximum amount available under this provision without
   prior approval approximated $38,000,000. The payment of dividends in any one
   year by the Life Company without approval by the State Corporation Commission
   is limited to the lesser of (1) ten percent of the insurer's prior year end
   statutory capital and surplus, or (2) prior year statutory net gain from
   operations before realized capital gains or losses.

   On a statutory basis, the net gain from operations before realized capital
   gains or losses of the Life Company was $29,356,705, $27,048,483 and
   $28,769,694 for the years ended 1995, 1994 and 1993, respectively; and
   stockholder's equity (capital and surplus) as of December 31, 1995, 1994 and
   1993 was $343,196,949, $328,342,208 and $325,866,987, respectively.

                                       18

<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Home Beneficial Corporation

We have audited the accompanying consolidated balance sheets of Home Beneficial
Corporation as of December 31, 1995 and 1994, and the related consolidated
statements of income, retained earnings, and cash flows for each of the three
years in the period ended December 31, 1995. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 consolidated financial position of Home Beneficial
Corporation at December 31, 1995 and 1994, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the Corporation
changed its method of accounting for investments in debt and equity securities
in 1994.

                                                          /s/ ERNST & YOUNG LLP
Richmond, Virginia
February 9, 1996

                                       19

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

The Corporation is primarily engaged in the life insurance business which
historically has provided a positive cash flow. By statute, the Life Company is
required to invest in quality securities which provide ample protection for its
policyholders. Policy liabilities of the Life Company are predominately
long-term in nature and are supported primarily by long-term fixed maturity
investments and mortgage loans on real estate.

In May 1993 the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," effective for fiscal years beginning
after December 15, 1993. Under the new rules, debt securities that the
Corporation has both the positive intent and ability to hold-to-maturity are
carried at amortized cost. Debt securities that the Corporation does not have
the positive intent or ability to hold-to-maturity and all marketable equity
securities are classified as available-for-sale or trading and carried at fair
value. Unrealized holding gains and losses on securities classified as
available-for-sale are carried as a separate component of stockholders' equity.
Unrealized holding gains and losses on securities classified as trading are
reported in earnings. The Corporation adopted the provisions of SFAS No. 115 as
of January 1, 1994 and placed its entire fixed maturity and equity securities
portfolio in the available-for-sale classification. The Corporation believes it
has the ability to hold all fixed income investments until maturity; however,
securities may be sold to take advantage of investment opportunities generated
by changing interest rates, prepayments, income tax considerations, as a part of
the Corporation's asset/liability strategy, or for similar factors. In
accordance with SFAS No. 115, prior period financial statements have not been
restated to reflect the change in accounting principle. The cumulative effect as
of January 1, 1994 of adopting SFAS No. 115 increased stockholders' equity by
$21 million (net of deferred income taxes) to reflect the net unrealized gains
on securities previously carried at amortized cost. Due to rising interest rates
during 1994, a $17 million net unrealized loss (net of deferred income tax
benefit) was charged against stockholders' equity at December 31, 1994. As a
result of declining interest rates during 1995, a $33.6 million net unrealized
gain (net of deferred income taxes) was credited to stockholders' equity at
December 31, 1995.

Assets totaled $1.4 billion at December 31, 1995 with investment assets
totalling $1.3 billion or 90% of total assets. Both total assets and invested
assets increased over 1994; however, the growth in assets in 1995 benefited from
increases in the carrying value of fixed maturities in accordance with the
requirements of SFAS No. 115. At December 31, 1995 there were no principal and
interest payments past due on fixed maturities and over 99% of the mortgage
loans on real estate were current for both principal and interest. The
Corporation is not aware of any potential problem loans, and there are no
mortgage loans whose terms were restructured during 1995.

Cash and invested assets for 1995 exceeded total liabilities by 47%. The Life
Company continually matches the investment portfolio to the cash flow demands of
the types of insurance being written and maintains adequate cash and short-term
investments to meet cash requirements for policy loans and voluntary policy
terminations, as well as investment commitments. Policy loans increased $1
million for 1995 and account for less than 5% of total cash and invested assets.

As disclosed in the Notes to Consolidated Financial Statements at December 31,
1995, $145 million of consolidated stockholders' equity represents net assets of
the Life Company that cannot be transferred in the form of dividends, loans or
advances to the Corporation. However, this poses no liquidity concerns to the
Corporation as it has sufficient cash flow to meet its operational requirements.

In May 1993, the FASB issued SFAS No. 114, "Accounting for Creditors for
Impairment of a Loan." SFAS No. 114 requires that impaired loans be valued at
the present value of expected future cash flows discounted at the loan's
effective interest rate or, as a practical expedient, at the loan's observable
market price, or the fair market value of the collateral if the loan is
collateral dependent. The Corporation adopted the provisions of SFAS No. 114 as
of January 1, 1995. Adoption of this Standard did not have a significant effect
on the financial condition or results of operations of the Corporation.

Effective December 31, 1993, the National Association of Insurance Commissioners
adopted Risk-Based Capital (RBC) requirements for life/health insurance
companies to evaluate the adequacy of statutory capital and surplus in relation
to investment and insurance risks such as asset quality, mortality and
morbidity, asset and liability matching, and other business factors. The RBC
formula will be used by states as an early warning tool to identify companies
that potentially are inadequately capitalized for the purpose of initiating
regulatory action. The Life Company's statutory adjusted capital exceeds the
authorized control level of the RBC requirement.

                                       20

<PAGE>
RESULTS OF OPERATIONS

Individual life insurance sales for 1995 increased 18% over 1994 results, which
were down 1%. A significant part of the 1995 sales increase occurred during the
last half of 1995. Premiums decreased 2% compared to a decrease of approximately
1% for both 1994 and 1993. Premium growth for 1995 was affected by a decline in
premiums recognized from participation in a large group reinsurance contract.
Premium growth for 1994 and 1993 was affected by reduced individual life
insurance sales. Net investment income, excluding realized investment gains and
losses, increased 3.6% compared to decreases of 1.4% and 5.1% for 1994 and 1993,
respectively. The improvement for 1995 resulted from growth in invested assets.
Net investment income for 1994 and 1993 was affected by the downward trend
experienced in portfolio interest rates during 1993 and 1992. In addition, the
Corporation used $34 million of internally generated funds between April 1991
and July 1994 to repurchase 1.5 million shares of its common stock. Realized
investment gains and losses for 1995 and 1994 were insignificant. Realized
investment gains amounted to $10.8 million for 1993, and resulted from calls and
maturities of fixed maturities. Benefits and claims increased 2% compared to a
decrease of 4% for 1994 and an increase of 7% for 1993. Individual mortality
costs contributed to the changes in each of the years. General expenses declined
9% from 1994 results. The decline is attributable to increased expense deferral
related to increased individual sales and an improvement in employee health plan
costs.

See "A Message to Our Stockholders" for further discussion and analysis of
financial condition and results of operations.

                                       21

<PAGE>
QUARTERLY FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                   First            Second           Third            Fourth
                                                  Quarter          Quarter          Quarter          Quarter
<S>                                             <C>              <C>              <C>              <C>
1995
  Premium income                                $ 28,806,763     $ 28,533,352     $ 28,413,634     $ 28,292,959
  Net investment income                           21,856,392       22,014,414       22,088,189       22,081,078
  Income before income
     taxes                                        13,664,730       14,651,493       13,849,292       15,883,747
  Net income                                       9,464,730        9,001,493        9,399,292       10,033,747
  Net income per share                                   .54              .51              .54              .57

1994
  Premium income                                $ 28,812,257     $ 28,360,063     $ 29,045,487     $ 29,853,615
  Net investment income                           21,044,266       21,165,271       21,098,994       21,550,899
  Income before income
     taxes                                        13,508,882       14,388,247       13,135,979       14,562,868
  Net income                                       9,308,882        8,638,247        8,985,979        9,262,868
  Net income per share                                   .52              .48              .51              .53
</TABLE>

MARKET AND DIVIDEND INFORMATION

The Corporation's Class B Non-Voting Common Stock trades on The Nasdaq Stock
Market under the Symbol HBENB. The Corporation's Class A Voting Stock is not
publicly traded, but is entitled to the same cash dividend as Class B Non-Voting
Common Stock. The approximate number of record holders of the Corporation's
common stock at December 31, 1995 was 2,000.

The following table gives the high and low prices of the Corporation's Class B
Non-Voting Common Stock and the cash dividends paid per share for each quarter
in the past two years.

                         High       Low     Dividend

1995
  First Quarter          $20 3/4   $19       $  .20
  Second Quarter          21 3/4    19          .21
  Third Quarter           24        20 1/4      .21
  Fourth Quarter          25 1/2    22 3/4      .21

1994
  First Quarter          $23       $20       $ .195
  Second Quarter          21 1/2    20          .20
  Third Quarter           22        20 1/4      .20
  Fourth Quarter          21 1/2    19 1/2      .20

                                       22

<PAGE>
RECORD OF GROWTH OF INSURANCE

<TABLE>
<CAPTION>
         FIVE YEARS ENDED DECEMBER 31              1995               1994            1993           1992           1991
<S>                                                <C>             <C>             <C>            <C>            <C>
                                                                             (Dollars in thousands)
Insurance in force at end of period
  Direct Sales
     Permanent.................................    $ 3,588,841     $ 3,487,732     $3,475,846     $3,493,455     $3,443,609
     Term......................................      1,107,583       1,061,649      1,046,115      1,048,076        775,688
       Total...................................      4,696,424       4,549,381      4,521,961      4,541,531      4,219,297
  Group........................................      6,029,525       5,674,447      5,466,635      5,249,927      2,328,608
       Total...................................    $10,725,949     $10,223,828     $9,988,596     $9,791,458     $6,547,905
New insurance written
  Direct Sales
     Permanent.................................    $   707,779     $   598,301     $  600,158     $  642,629     $  659,425
     Term......................................        230,416         192,227        196,247        359,406        191,217
       Total...................................        938,195         790,528        796,405      1,002,035        850,642
  Group........................................        372,247         225,565        258,174      3,215,242          1,015
     Total.....................................    $ 1,310,442     $ 1,016,093     $1,054,579     $4,217,277     $  851,657
Premium income
  Life and annuity.............................    $   105,428     $   106,957     $  107,091     $  107,650     $   93,720
  Accident and health..........................          8,619           9,114          9,278         10,296          9,773
         Total.................................    $   114,047     $   116,071     $  116,369     $  117,946     $  103,493
</TABLE>

SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
FIVE YEARS ENDED DECEMBER 31                    1995               1994               1993               1992               1991
<S>                                        <C>                <C>                <C>                <C>               <C>
Premium income...........................  $  114,046,708     $  116,071,422     $  116,369,121     $  117,946,267    $  103,492,622
Net investment income(1).................      88,040,073         84,859,430         96,874,324         93,583,108        93,913,440
Net income before accounting change......      37,899,262         36,195,976         42,614,453         46,478,370        47,361,885
Accounting change(2).....................              --                 --                 --        (29,444,884)               --
Net income(1)............................      37,899,262         36,195,976         42,614,453         17,033,486        47,361,885
Net income per share(1)(2)
  Before accounting change...............            2.16               2.04               2.35               2.50              2.51
  Accounting change......................              --                 --                 --              (1.58)               --
     Net.................................            2.16               2.04               2.35                .92              2.51
Dividends paid per share.................             .83               .795               .775                .76               .69
Investments(3)...........................   1,266,787,088      1,146,717,259      1,143,940,703      1,116,410,112     1,080,540,431
Total assets.............................   1,403,354,824      1,288,826,060      1,280,233,898      1,248,432,740     1,205,296,739
Total liabilities........................     861,267,246        822,056,126        806,971,506        787,991,344       748,363,554
Stockholders' equity.....................     542,087,578        466,769,934        473,262,392        460,441,396       456,933,185
Book value per share.....................           31.08              26.58              26.38              24.85             24.41
</TABLE>

(1) Realized investment gains and losses for 1991, 1994 and 1995 were
    insignificant. Realized gains were $10,802,968 and $2,857,454 in 1993 and
    1992, respectively.

(2) The Corporation adopted Statement of Financial Accounting Standards (SFAS)
    No. 106, "Employers' Accounting for Postretirement Benefits Other Than
    Pensions" in 1992. Adoption of this Standard was recognized as an accounting
    change. See Note 4 of Notes to Consolidated Financial Statements.

(3) The Corporation adopted Statement of Financial Standards No. 115 "Accounting
    for Certain Investments in Debt and Equity Securities" as of January 1,
    1994. Adoption of SFAS No. 115 resulted in a $26.3 million decrease in the
    carrying value of debt securities at December 31, 1994 and increased the
    carrying value $51.7 million at December 31, 1995. In accordance with SFAS
    No. 115, prior period financial statement balances were not restated. See
    Note 1 of Notes to Consolidated Financial Statements.

                                       23

<PAGE>
DIRECTORS

R. W. WILTSHIRE                                  H. D. GARNETT, CPA
Chairman of the Board                            Vice President and Controller

L. W. RICHARDSON                                 G. T. RICHARDSON
Retired Vice President                           Vice President

R. W. WILTSHIRE, JR.                             W. G. HANCOCK
President and                                    Counsel
Chief Executive Officer                          Partner, Mays & Valentine

J. M. WILTSHIRE, JR.                             DIANNE N. COLLINS
Secretary                                        Community Volunteer

W. B. WILTSHIRE, CLU
Vice President

OFFICERS OF HOME BENEFICIAL CORPORATION AND/OR
HOME BENEFICIAL LIFE INSURANCE COMPANY

*R. W. WILTSHIRE                                  W. C. HANCOCK, M.D.
 Chairman of the Board                            Medical Director

*R. W. WILTSHIRE, JR.                            R. L. STILES
 President and                                    Asst. Vice President
 Chief Executive Officer
                                                 R. I. KEMPTON
H. S. BOURNE                                      Asst. Vice President
 Vice President
                                                 R. G. GILLISPIE, FLMI
*J. M. WILTSHIRE, JR.                             Asst. Vice President
 Secretary
                                                 A. N. FASTIGE
*W. B. WILTSHIRE, CLU                             Asst. Vice President
 Vice President
                                                 W. A. SIMMONS
*H. D. GARNETT, CPA                               Asst. Vice President
 Vice President and Controller
                                                 R. L. STEVENS
*G. T. RICHARDSON                                 Asst. Vice President
 Vice President
                                                 J. P. WINN
W. T. MACE                                        Asst. Vice President
 Vice President
                                                 C. L. MARSH, CFA, CPA, FLMI
C. P. PARRISH, FLMI                               Asst. Vice President
 Vice President
                                                 J. B. SHEPPARD
E. L. JOHNSON, III, FSA                           Asst. Vice President
 Vice President and
 Chief Actuary                                   R. R. POSA, FSA
                                                  Asst. Actuary
*B. P. BOYD
 Vice President and                              H. C. HUTCHERSON, FSA
 Asst. Secretary                                  Asst. Actuary

A. O. BENNETT, FLMI                              G. T. NUCKOLLS, JR.
 Vice President                                   Asst. Secretary

K. H. BOGGS, Jr.                                 H. J. SMITH
 Vice President                                   Asst. Secretary

*D. M. WESTERHOUSE, JR., CPA                     J.S. STEWART, FLMI
 Treasurer                                        Asst. Secretary

*W. F. COLLINS, FLMI                             C. J. JACKSON
 Auditor                                          Asst. Secretary

H. H. NASH, FSA                                 *W. G. HANCOCK
 Actuary                                          Counsel


*Officers of both the Corporation and the Life Company. Others are officers of
the Life Company only.

MAYS & VALENTINE, General Counsel

                                       24