SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

American Heritage Life Investment Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
2
[AMERICAN HERITAGE LIFE INVESTMENT CORPORATION LOGO]

1776 American Heritage Life Drive
Jacksonville, Florida 32224
Telephone (904) 992-1776

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 1995

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
American Heritage Life Investment Corporation (the "Company") will be held in
the Auditorium of the American Heritage Life Building, on the First Floor, at
1776 American Heritage Life Drive, Jacksonville, Florida, on Thursday, April
27, 1995, at 9:00 A.M., Jacksonville time, for the following purposes:

1. To elect three (3) Class I Directors to serve until the
Annual Meeting of Shareholders in 1998;

2. To transact such other business as may properly come before
the meeting or any adjournment thereof.

Only shareholders of record at the close of business on February 17,
1995 will be entitled to vote at the meeting or at any adjournment thereof.

Please sign the accompanying proxy and return it to the Company in
the return envelope enclosed for your use. If you attend the meeting in person,
you may revoke your proxy at such meeting and cast your vote in person.

A copy of the Company's annual report for the year ended December 31,
1994, which report contains consolidated financial statements and other
information of interest with respect to the Company and its subsidiaries, is
enclosed.

By order of the Board of Directors,

W. MICHAEL HEEKIN, Corporate Secretary

March 24, 1995

PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES IN THE ACCOMPANYING ENVELOPE.
3

AMERICAN HERITAGE LIFE INVESTMENT CORPORATION

1776 AMERICAN HERITAGE LIFE DRIVE
JACKSONVILLE, FLORIDA 32224
(904) 992-1776

MARCH 24, 1995

________________________

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation
by management of proxies for use at the 1995 Annual Meeting of Shareholders of
American Heritage Life Investment Corporation (the "Company") to be held on
April 27, 1995 and any adjournments thereof. It is expected that this Proxy
Statement and the enclosed form of proxy will be mailed to shareholders
commencing on or about March 24, 1995. If the enclosed form of proxy is
executed and returned, it will be voted at the meeting and, where no choice has
been specified thereon, will be voted for the election of the directors, and
the other matters contained thereon. A proxy may be revoked at any time to the
extent that it has not been exercised. A shareholder may revoke his or her
proxy by (a) writing the Secretary of the Company a letter of proxy revocation,
(b) executing a subsequently dated proxy, or (c) attending the shareholders'
meeting and voting his or her shares personally. The cost of preparing and
assembling the proxy materials and soliciting proxies will be borne by the
Company. In addition to the solicitation by mail, a number of regular employees
of the Company may solicit proxies in person or by telephone or telegraph.
Brokers, dealers, banks and their nominees who hold shares for the benefit of
others will be asked to send proxy material to the beneficial owners of the
shares. The Company will reimburse them for their reasonable expenses.

Only shareholders of record at the close of business on February 17,
1995 will be entitled to vote. On that date there were outstanding 13,887,340
shares of the Company's common stock, par value $1.00 per share, which stock is
the only class of outstanding voting securities of the Company (the "Shares").
On that date there were issued 431,084 shares of the Company's Class A
Non-Convertible Preferred Stock, par value $10.00 per share, to a wholly-owned
subsidiary of the Company and accordingly were not entitled to vote. No shares
of its Class B Convertible Preferred Stock, par value $10.00 per share, are
outstanding. Each Share is entitled to one vote at the meeting. Robert D.
Davis, T. O'Neal Douglas and W. Ashley Verlander or any one of them have been
designated as proxies to vote the Shares solicited hereby. The Shares are not
subject to cumulative voting.

MATTERS TO BE CONSIDERED

The Company shareholders will consider and act upon proposals (i) to
elect three (3) Class I Directors to serve until the annual meeting of
shareholders in 1998, and (ii) to transact such other business as may properly
come before the meeting.

ELECTION OF DIRECTORS

The directors of the Company are divided into three different classes
with each class being elected for a three-year term. Proxies are solicited for
the election of Class I of the directors to serve until the annual meeting of
shareholders in 1998 and until the successors of the members of that class are
elected and qualified. Class I includes Edward L. Baker, Robert D. Davis and
Christopher A. Verlander who are members of the present Board of the Company,
Messrs. Davis and Verlander having been last elected to the Board at the 1992
Annual Meeting of Shareholders. Mr. Baker was elected by the Company's Board
during the past year to fill a vacancy in Class I and to serve until the next
annual meeting of shareholders. The enclosed proxy, unless otherwise specified,
will be voted in favor of the election of the above named directors for the
period indicated. The above named directors also serve as members of the Board
of American Heritage Life Insurance Company (the "Insurance Company"), a
wholly-owned subsidiary of the Company. Management believes the nominees will
be able to serve; however, if any of them should be unable to serve, the
proxies may be voted with discretionary authority for a substitute designated
by management and in the absence of a substitute the size of the Board would be
reduced.

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The bylaws of the Company provide that its Board consist of eight
directors as follows: three directors in Class I, two directors in Class II and
three directors in Class III, each of which class is elected for a three year
term.

Certain information concerning the directors of the Company,
including their principal occupations for the past five or more years, is set
forth below:

CLASS AND
BENEFICIALLY OWNED ANNUAL
AT JANUARY 31, 1995 MEETING
PRINCIPAL -------------------- DATE AT WHICH TERM
OCCUPATION FIRST BECAME AS DIRECTOR
DIRECTORS OR EMPLOYMENT SHARES PERCENTAGE DIRECTOR AGE WILL EXPIRE
--------- ------------- ------ ---------- -------- --- -----------

Edward L. Chairman of the Board and 6,551 .05 April 28, 1994 59 Class I
Baker Chief Executive Officer, 1995
Florida Rock Industries, Inc.,
Jacksonville, Florida (Con-
struction Products Company)

Robert D. Davis Chairman of the Board of 13,722(1) .10 Oct. 7, 1968 63 Class I
D.D.I., Inc., Jacksonville, 1995
Florida (Investments); Vice
Chairman of the Board
1988-June, 1990,
Chairman of the Board
1983-1988, Vice Chairman
of the Board 1982-1983,
Financial Vice-President
1965-1982 and Director
since 1972 of Winn-Dixie
Stores, Inc., Jacksonville,
Florida (Retail Grocery
Chain )

Christopher A. Executive Vice President 47,065(3) .34 July 30, 1987 47 Class I
Verlander (2) of the Company since 1990 1995
and President of the
Insurance Company
since April, 1994; Corporate
Secretary 1985-1994 of the
Company and the Insurance
Company; Executive Vice
President of AHL April, 1990-
April, 1994; Senior Vice
President, Secretary and
Chief Investment/Administrative
Officer 1984-1990 of the Company
and the Insurance Company,
Vice President Investments
1981-1984 of the Insurance
Company

A. Dano Davis Chairman of the Board 57,897(1) .42 June 25, 1993 49 Class II
and Principal Executive 1996
Officer since 1988,
President and Principal
Executive Officer 1982-1988,
Senior Vice President 1980-1982,
Vice President 1978-1980 and
Director since 1981 of Winn-Dixie
Stores, Inc., Jacksonville, Florida
(Retail Grocery Chain)

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CLASS AND
BENEFICIALLY OWNED ANNUAL
AT JANUARY 31, 1995 MEETING
PRINCIPAL ------------------- DATE AT WHICH TERM
OCCUPATION FIRST BECAME AS DIRECTOR
DIRECTORS OR EMPLOYMENT SHARES PERCENTAGE DIRECTOR AGE WILL EXPIRE
--------- ------------- ------ ---------- -------- --- -----------

T. O'Neal Chairman of the Board 81,347(4) .59 July 30, 1987 59 Class II
Douglas since April, 1994, President 1996
and Chief Executive Officer
since 1990, Executive Vice
President 1986-1990 of the
Company; Chairman of the
Board since April, 1994,
Chief Executive Officer since
1990, President 1986-1994,
Executive Vice President
1985-1986, Senior Vice
President 1983-1985 of the
Insurance Company

H. Corbin Day Chairman of the Board of 71,978(5) .52 June 25, 1993 57 Class III
Jemison Investment Co., Inc., 1997
Birmingham, Alabama
(Investment Banking Firm)

Radford D. Chairman of the Board, 14,334 .10 Feb. 9, 1989 61 Class III
Lovett Commodores Point 1997
Terminal Corp.,
Jacksonville, Florida
(Marine Terminal)

W. Ashley Retired Chairman of the 160,415(6) 1.16 Oct. 7, 1968 75 Class III
Verlander (2) Board, President and Chief 1997
Executive Officer of the
Company and the Insurance
Company; Chairman of the
Board 1990-1994, President
and Chief Executive Officer
1968-1990 of the Company;
Chairman of the Board since
1986-1994 and Chief Executive
Officer 1986-1990, President
and Chief Executive Officer
1962-1986 of the Insurance
Company

All Directors of the Company and
Executive Officers of the Company and
its subsidiaries as a group (16 persons) 512,782(1)(7) 3.69

- -----------------
(1) In addition, Robert D. Davis and A. Dano Davis, who are first cousins,
are directors and officers of D.D.I., Inc. and Estuary Corporation. A.
Dano Davis is a director and officer of James E. Davis Family--WD
Charities, Inc., a private charitable foundation. Robert D. Davis and
A. Dano Davis are shareholders of D.D.I., Inc. and have shared voting
and dispositive powers as to its shareholdings. A. Dano Davis is a
shareholder of Estuary Corporation and has sole voting and dispositive
power as to the shareholdings of such corporation. Robert D. Davis is
sole trustee and beneficiary of a trust which is a limited partner of
ADFAM Partners, Ltd. and the trust is a 50 percent shareholder of a
corporation, which is one of two general partners of ADFAM Partners,
Ltd. A. Dano Davis disclaims any beneficial interest in the
shareholdings of James E. Davis Family--WD Charities, Inc.

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At January 31, 1995, these entities held the following Shares:

PERCENTAGE OF
NAMED ENTITY NO. OF SHARES OUTSTANDING SHARES
------------ ------------- ------------------

D.D.I., Inc. 4,189,263 30.17%
Estuary Corporation 1,209,326 8.71%
ADFAM Partners, Ltd. 23,848 .17%
James E. Davis Family--
WD Charities, Inc. 19,999 .14%

In addition, Robert D. Davis is a co-trustee of a trust for the
benefit of M. Austin Davis' family members which holds 19,999 Shares in
which Mr. Davis disclaims any beneficial interest. Further, A. Dano Davis
is co-trustee for trusts for the benefit of his sister, his cousins and
his sister's and cousins' children which hold an aggregate of 83,701
Shares. A. Dano Davis disclaims any beneficial interest in the
shareholdings of such trusts. Also, A. Dano Davis is co-trustee for trusts
for the benefit of his children which hold an aggregate of 19,257 shares.
Principally through private corporations, the Davis Family holds 41.69% of
the Shares. For information concerning Shares held by certain members of
the Davis family and their associates, see "Principal Shareholders."

(2) Christopher A. Verlander is the son of W. Ashley Verlander.

(3) Includes 6,659 Shares which are subject to presently exercisable options.

(4) Includes 12,320 Shares which are subject to presently exercisable options.

(5) Includes 47,247 Shares held by Jemison Investment Co., Inc. of which Mr.
Day has shared voting and dispositive power.

(6) Includes 26,665 Shares owned by the wife of Mr. Verlander as to which
beneficial ownership is disclaimed.

(7) Includes 40,672 Shares which are subject to presently exercisable options.

DIRECTORS OF THE INSURANCE COMPANY

The Company, as sole shareholder of the Insurance Company, intends to elect
the following persons to the Board of Directors of the Insurance Company at its
annual shareholder meeting also to be held on April 27, 1995, all of whom are
presently members of the Board thereof. The term of office for that Board is
for one year until the 1996 annual meeting.

F. Duane Ackerman Robert D. Davis
Vice Chairman and Chief Operating Officer Chairman of the Board
BellSouth Corporation D.D.I., Inc.
Atlanta, Georgia Jacksonville, Florida
(Telecommunications) (Investments)

Edward L. Baker H. Corbin Day
Chairman of the Board and Chief Chairman of the Board
Executive Officer Jemison Investment Co., Inc.
Florida Rock Industries, Inc. Birmingham, Alabama
Jacksonville, Florida (Investment Banking Firm)
(Construction Products Company)
T. O'Neal Douglas
I. Jon Brumley Chairman of the Board, President and
Chairman of the Board Chief Executive Officer of the Company;
Cross Timbers Oil Company Chairman of the Board and Chief Executive
Fort Worth, Texas Officer of the Insurance Company
(Oil and Gas Production Company)
Langdon S. Flowers
John Ellis "Jeb" Bush Retired Chairman of the Board
President, Codina Group, Inc. Flowers Industries, Inc.
Coral Gables, Florida (Real Estate) Thomasville, Georgia
(Food Manufacturing and Distribution)
A. Dano Davis
Chairman of the Board Norman J. Harrison
and Principal Executive Officer Retired Chairman of the Board
Winn-Dixie Stores, Inc. FloridaBank
Jacksonville, Florida Jacksonville, Florida
(Retail Grocery Chain) (Banking)

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7

Radford D. Lovett Frederick H. Schultz
Chairman of the Board Private Investor
Commodores Point Terminal Corp. Jacksonville, Florida;
Jacksonville, Florida Former Vice Chairman of the
(Marine Terminal) Board of Governors of the
Federal Reserve System
Clarence V. McKee Washington, D.C.
Chairman of the Board,
Chief Executive Officer Jay Stein
and President Chairman of the Board and Chief
McKee Communications, Inc. Executive Officer
Tampa, Florida Stein Mart, Inc.
(Communications) Jacksonville, Florida
(Retail Department Store Chain)
C. Richard Morehead
Executive Vice President, Treasurer and Rolf H. Towe
Chief Financial Officer of the Company Senior Partner
and the Insurance Company The Clipper Group, L.P.
New York, New York
Herbert H. Peyton (Investments )
President
Gate Petroleum Company Christopher A. Verlander
Jacksonville, Florida Executive Vice President of the Company;
(Petroleum Products Retailing) President of the Insurance Company

W. Ashley Verlander
Retired Chairman of the Board of the
Company and the Insurance Company

CORPORATE GOVERNANCE

The Company's Board of Directors had four regular quarterly meetings
during 1994. The Company's Executive Committee, consisting of Robert D. Davis,
W. Ashley Verlander, T. O'Neal Douglas, Edward L. Baker, Radford D. Lovett and
Christopher A. Verlander, had seven regular monthly meetings during 1994;
omitting meetings for the months in which the Company's quarterly board
meetings were held and the months of January and November. Two meetings were
held in the month of December. The Finance and Investment Committee, which
consists of the same members as the Executive Committee except for Mr. Baker,
had seven meetings in 1994. The Executive, and Finance and Investment
Committees have been delegated broad authority to act on behalf of the Board of
Directors on an interim basis between board meetings. The compensation paid all
senior officers of the Company and its subsidiaries is determined by the
Compensation Committee consisting of Robert D. Davis, Radford D. Lovett and W.
Ashley Verlander. This committee met three times during 1994. The Company's
Audit Committee met three times during 1994 with the Company's independent
auditors and certain officers of the Company and its subsidiaries. During these
meetings, the nature and scope of the services performed on behalf of the
Company by the independent auditors and the results of their auditing
activities were considered and discussed, and the committee received reports
from the Insurance Company's internal auditor. This committee currently
consists of Radford D. Lovett, Edward L. Baker and Robert D. Davis. All of the
directors attended at least 75% of the meetings of the Board of Directors and
of the committees of the Board of which they were members. The Company does not
have a directors nominating committee.

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EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT

EXECUTIVE COMPENSATION

Shown below is information concerning the annual and long-term compensation
for services in the capacities to the Company and its subsidiaries for the
years ended December 31, 1994, 1993 and 1992, of those persons who were at
December 31, 1994, (i) the Chief Executive Officer and (ii) the other six most
highly compensated executive officers of the Company (the "Named Officers"):

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------- ----------------------- -------
NAME OTHER
AND ANNUAL RESTRICTED LTIP ALL OTHER
PRINCIPAL INCENTIVE COMPEN- STOCK OPTIONS/ PAY- COMPEN-
POSITION YEAR SALARY AWARD SATION AWARDS SARS(#) OUTS SATION
- --------------------------- ---- ----- --------- ------- ---------- -------- ---- ----------

T. O'Neal Douglas 1994 $436,900 $255,412(3) - $68,313(6) 11,382 - $ 25,960(8)
Chairman of the Board, 1993 378,000 142,279(4) - 76,175(6) 39,969 - 111,663(9)
President, Chief 1992 378,000 142,884(5) - - 22,500(7) - 32,663
Executive Officer (1);
Chairman of the Board
and Chief Executive Officer (2)

Christopher A. Verlander 1994 190,834 86,881(3) - 13,558(6) 2,258 - 21,446(8)
Executive Vice President, 1993 150,000 43,141(4) - 15,125(6) 16,978 - 27,059
and Director (1): 1992 145,833 43,268(5) - - 15,000(7) - 22,032
President and Director (2)

C. Richard Morehead 1994 174,167 73,686(3) - 13,558(6) 2,258 - 23,492(8)
Executive Vice President, 1993 150,000 43,141(4) - 15,125(6) 16,978 - 27,059
Treasurer and Chief 1992 145,833 43,268(5) - - 15,000(7) - 23,664
Financial Officer (1)(2);
Director (2)

James H. Baum 1994 137,961 47,191(3) - 11,292(6) 1,883 - 19,579(8)
Senior Vice President (2) 1993 120,875 28,651(4) - 11,610(6) 11,518 - 22,111
1992 106,709 28,313(5) - - 7,500(7) - 17,170
Curtiss S. Sheldon 1994 124,800 45,522(3) - 4,513(6) 753 - 4,743(8)
Senior Vice President 1993 50,000 14,380(4) - - 10,000 - 2,130
and Chief Actuary (2) 1992 - - - - - - -

W. Ashley Verlander 1994 225,000 - - - - - 28,202(8)
Retired Chairman of the 1993 250,000 - - - - - 29,787
Board (1)(2)(10) 1992 275,000 - - - - - 26,560

James R. Tabor 1994 145,657 13,741(3) - 11,963(6) 1,993 - 21,457(8)
Former Senior Vice 1993 128,205 33,285(4) - 13,352(6) 11,746 - 23,021
President (2)(10) 1992 128,205 24,311(5) - - 7,500(7) - 19,850

(1) Of the Company.

(2) Of the Insurance Company.

(3) Represents award relative to the Annual Incentive Compensation Plan for the
year ended December 31, 1994 paid in January, 1995.

(4) Represents award relative to the Annual Incentive Compensation Plan for the
year ended December 31, 1993 paid in February, 1994.

(5) Represents award relative to the Annual Incentive Compensation Plan for the
year ended December 31, 1992 paid in February, 1993.

(6) Represents market value of Shares on date of grant. Number of Shares and
market value of all restricted stock owned by the Named Officers at
December 31, 1994 were as follows: Mr. Douglas 7,312 Shares, $139,842; Mr.
C. A. Verlander 1,451 Shares, $27,750; Mr. Morehead 1,451 Shares, $27,750;
Mr. Baum 1,163 Shares, $22,242; Mr. Sheldon 249 Shares, $4,762; and Mr.
Tabor 1,281 Shares, $24,499.

(7) Amounts restated to reflect three-for-two stock split in May, 1993.

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(8) Includes (a) Contributions to the Employees' Profit Sharing Retirement
Program of American Heritage Life Insurance Company (Mr. Douglas $15,000,
Mr. C. A. Verlander $15,000, Mr. Morehead $15,000, Mr. Baum $15,000, Mr.
W. A. Verlander $15,000, and Mr. Tabor $15,000), (b) Premiums on group
life and accident and health policies (Mr. Douglas $10,960, Mr. C. A.
Verlander $6,446, Mr. Morehead $8,492, Mr. Baum $4,579, Mr. Sheldon
$4,743, Mr. W. A. Verlander $13,202 and Mr. Tabor $6,457).

(9) Includes $78,003 related to forgiveness of debt on a 4.01% note with an
original balance of $156,003. Paydowns of $39,000 were made during 1993
and 1994, paying the note off in full.

(10) Mr. Verlander retired April, 1994. Mr. Tabor resigned May, 1994.

OPTION/SHAREHOLDER APPRECIATION RIGHTS GRANTS TABLE

Shown below is information for the year ended December 31, 1994, with
respect to option/shareholder appreciation rights grants to purchase the Shares
granted to the Named Officers.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (2)
---------------------------------------------------- --------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE EXPIRA-
OPTIONS IN FISCAL PRICE/ TION
NAME GRANTED (1) YEAR SHARE DATE 0%(3) 5% 10%
- -------------------------- ------------ ---------- --------- ------ ----- ---------- ---------

T. O'Neal Douglas 11,382 46% 18.75 2/04 0 $134,214 340,125
Christopher A. Verlander 2,258 9% 18.75 2/04 0 26,626 67,475
C. Richard Morehead 2,258 9% 18.75 2/04 0 26,626 67,475
James H. Baum 1,883 8% 18.75 2/04 0 22,204 56,269
Curtiss S. Sheldon 753 3% 18.75 2/04 0 8,879 22,501
James R. Tabor 1,993 8% 18.75 2/04 0 23,501 59,556

(1) Options become exercisable at a cumulative annual rate of 33% commencing
in 1995.

(2) The dollar amounts under these columns are the result of calculations at
0% and at the 5% and 10% rates set by the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, of the Company's stock price. The Company did not
use an alternative formula for a grant date valuation, as the Company is
not aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors.

(3) No gain to the optionees is possible without an increase in stock price
appreciation, which will benefit all shareholders commensurately. A zero
percent gain in stock price appreciation will result in zero dollars for
the optionee.

OPTION EXERCISES AND YEAR-END VALUE TABLE

Shown below with respect to the Named Officers is the aggregate options
exercised for the year ended December 31, 1994, the values realized and the
number of unexercised options and the value of the unexercised options
appreciation value at December 31, 1994.

AGGREGATE OPTION EXERCISES IN 1994 AND DECEMBER 31, 1994 OPTION VALUES

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
12/31/94 12/31/94
# OF SHARES
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ----------------------------------- ----------- -------- ------------- -------------

T. O'Neal Douglas - - 12,320/ 61,531 - /$53,018
Christopher A. Verlander - - 6,659/ 27,577 - / 25,222
C. Richard Morehead - - 6,659/ 27,577 - / 25,222
James H. Baum - - 7,505/ 19,396 $32,000/ 32,956
Curtiss S. Sheldon - - -/ 10,753 -/ 16,532
James R. Tabor - - 3,581/ 17,658 -/ 16,997

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10

ANNUAL INCENTIVE COMPENSATION PLAN

The Company has an Annual Incentive Compensation Plan (the "Annual
Incentive Plan") to provide additional compensation to all officers of the
Company and its subsidiaries. This Plan provides annual incentive compensation
based upon the participating employee's performance in relation to
predetermined performance goals established by the Company's Compensation
Committee. Individual target incentive award opportunities are established
based upon the impact the various eligible positions are deemed to have in the
Company or its subsidiary. If the predetermined financial performance goals are
exactly met, the award for a participating employee would be equal to the
amount assigned to such employee at the beginning of the particular fiscal
year. Actual awards for any fiscal year may range from 0% to 150% of the
targeted award opportunities, depending upon how actual performance during the
fiscal year compares to such predetermined performance goals.

Performance goals for each fiscal year ended are based upon the growth in
operating earnings of the Company or the growth in operating earnings and the
growth in premium and equivalent revenues of a particular business unit of the
Insurance Company in which the participating employee is involved. Payments of
annual incentive awards are made within 30 days after the date on which the
Company's independent certified public accountants have issued their opinion on
the Company's financial statements for the fiscal year to which the incentive
awards relate and after it has been determined that statutory earnings are
sufficient to pay dividends to stockholders.

LONG-TERM INCENTIVE PLAN

The Company has a Long-Term Incentive Plan (the "Long-Term Incentive
Plan") which provides for the grant to certain officers of the Company and its
subsidiaries of (1) stock options, (2) restricted stock and (3) performance
units (as described below).

The stock option feature of the Long-Term Incentive Plan provides to
senior officers the grant of options to purchase Shares at their fair market
value on the date of grant pursuant to the Company's existing stock option
plans. The right to exercise these stock options will commence one year after
grant and will vest at the rate of one-third per year on a cumulative basis
thereafter. These options have a term of up to ten years. Although the stock
options will terminate with the termination of employment, if such termination
is the result of retirement, disability or death, or is involuntary, the
Compensation Committee may extend the right to exercise such option to such
retired or disabled employee or his or her guardian and, in the case of death,
to the personal representative of such employee.

The granting of such options is dependent upon the Company's performance
for the prior fiscal year. During 1994, options to purchase 24,612 Shares were
granted relative to 1993 performance.

The restricted stock feature of the Long-Term Incentive Plan provides for
the grant of Shares of restricted stock to a participating employee. The number
of Shares of restricted stock available to be issued in the name of each
participating employee is determined at the beginning of each fiscal year by
the Compensation Committee based on the prior year's operating results. Such
Shares are held by the Company in the name of the participating employee, who
has the right to vote and to receive dividends paid on all such Shares.

The number of Shares issued to each participating employee is based upon
achieving a target award level established for such employee and the market
price of the Shares at the time the grant is made. During the period of
restriction such Shares may not be sold, transferred or pledged. Such Shares
are subject to forfeiture to the Company, in whole or in part, if the
participating employee does not remain in the Company's employ for three years
after the date of grant. The Compensation Committee, at is sole discretion, may
waive such forfeiture provisions, in whole or in part, in the event that
termination of employment occurs as a result of retirement, death or
disability, or is involuntary. Upon vesting, all restrictions as to
transferability will terminate and all Shares held in the name of a
participating officer will thereafter be freely transferable except to the
extent limited by federal securities laws.

The granting of such awards is dependent upon the Company's performance
for the prior fiscal year. During 1994, 12,651 Shares were granted relative to
1993 performance.

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11

The performance units feature of the Long-Term Incentive Plan provides to
a participating employee the opportunity to earn cash and Shares if corporate
performance meets predetermined three-year financial goals. A target award is
established for each participating employee, and payments ranging from 0% to
150% of the targeted award may result, depending upon actual performance over
the following three-year period.

At the end of each performance period, the Compensation Committee will
determine the value of performance units based on actual Company performance as
compared with the predetermined financial goals. When the value of an award is
determined, half of the award will be paid in cash and half will be paid in
Shares based on the market value of a Share at payment date.

If a participating employee's employment is terminated for any reason
during the performance period, he or she shall automatically forfeit all rights
to receive payment for any outstanding performance units. The Compensation
Committee may, however, determine to prorate the amounts payable as awards of
performance units, in whole or in part, in the event that the termination of a
participating employee occurs as a result of retirement, death or disability.

Because the performance unit feature of the Long-Term Incentive Plan is
based upon three-year performance periods, the first of which commenced on
January 1, 1992, no payments have been made through December 31, 1994 related
to this program feature.

MANAGEMENT SECURITY PLAN

The Company has a Management Security Plan, which essentially is a
deferred compensation plan, which provided at December 31, 1994, benefits for
27 key employees of the Company and its subsidiaries.

This plan provides in the event a senior officer participant dies prior
to age 65 that his or her beneficiary will receive 100% of such participant's
monthly salary for a period of 12 months and, thereafter, 50% of that monthly
salary until such time as such participant would have reached age 65, provided,
however, that such 50% payments are for a minimum of nine years in the event of
the participant's death between the ages of 55 and 65. For senior officers with
an agreed upon later retirement age, his or her beneficiary will receive a
pre-determined amount for 120 months. For all other participants in the plan
who die prior to age 65, his or her beneficiary will receive two-thirds of such
participant's monthly salary for a period of 12 months and, thereafter,
one-third of that monthly salary until such time as such participant would have
reached age 65 provided, however, that such one-third payment will be made for
at least nine years regardless of the age at the death of such participant.

This plan also provides a retirement benefit which is based on a
participant's age at entry into the plan and salary. A portion of this
retirement benefit will be paid to a participant's beneficiary if the
participant dies after retirement at age 65. For senior officers, the
remainder will be paid in monthly installments for the greater of ten years or
the lifetime of the participant if such participant has ten or more years of
service with the Company. Alternatively, if the senior officer has less than
ten years of service with the Company and for all other participants such
payments will be made over a ten-year period beginning at retirement age
whether the participant is alive or dead. This plan has certain provisions for
early retirement and vesting prior to age 65.

The annual retirement benefit, upon reaching age 65 or an agreed to later
age, payable for life but not less than ten years under this plan for Messrs.
Douglas, Christopher A. Verlander, Morehead, Baum, Sheldon, W. Ashley Verlander
and Tabor would be $240,159, $179,194, $162,791, $130,157, $55,918, $181,912
and $120,870, respectively.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Company adopted an Annual Incentive Plan and a Long-Term Incentive
Plan for the fiscal year beginning January 1, 1992. These important
performance-oriented plans were developed after working with compensation
consultants. They provided a perspective on the types of programs successfully
used by other high-performing companies, and the Compensation Committee ("the
Committee") worked closely with them to design a program that it believes is
right for the Company.

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As a starting point, the Committee established a simple and
straightforward management compensation philosophy/strategy which guided the
design of the program. The strategy included the following seven points, or
statements of policy:

Compensation Elements Relative to Competitive Market. The Company needs to
attract and retain quality officers, yet control fixed costs. Therefore, the
Company has provided competitive total cash compensation opportunities
consisting of: (1) base salary targeted at 90% of the competitive market, and
(2) above competitive incentive opportunities for attaining high targeted
Company performance results.

Forms of Incentive Compensation: Both annual and long-term incentive
compensation opportunities are available for all Company officers.

Incentive Compensation--Annual/Long-Term Orientation: The relative weight of
annual versus long-term incentive compensation reflects the time orientation
associated with each organization level. This orientation tends to be
longer-term for executive officers and shorter-term for other officers.

Incentive Compensation--Performance Measurement: Bottom-line profitability is
the Company's key measure of success. The magnitude of award distributions
under both the annual and long-term incentive plans is primarily tied to this
measure.

Annual Incentive Compensation--Corporate/Business Unit Emphasis: The Company
recognizes the different impact that various officers have on corporate and
business unit performance. Therefore, annual incentive compensation is weighted
in favor of corporate performance for corporate officers and business unit
performance for business unit officers.

Annual Incentive Compensation--Individual Performance Emphasis: The financial
success of the Company requires the achievement of some goals which are
non-financial in nature. These goals are reinforced by basing a part of the
annual incentive compensation on management discretion.

Long-Term Incentive Compensation--Equity Building: The Company believes that
officers should have a "stake" in the Company's long-term success. Therefore,
long-term incentive compensation is heavily weighted towards equity-building
components.

This strategy formed the basis for the plans adopted. These plans have
now been in place for the past three years. The Committee believes the plans
have worked extremely well in serving the best interests of the shareholders by
rewarding key executives for a job well done. Consequently, the Committee has
endorsed their continued use for fiscal 1995 without change.

As pertaining to the Chief Executive Officer, the Committee established
his base salary at $436,900 for fiscal 1994 after consideration of competitive
salary levels for comparably qualified and experienced CEO's at companies
similar in size to that of the Company and engaged in the same or similar
businesses. Under the adopted annual incentive plan a percent of his salary is
funded based upon a predetermined increase in the Company's operating income.
The Company believes the following operating earnings growth goals of: (1)
threshold (7%), (2) target (12%), and (3) superior (17%) represented a very
challenging range of goals in light of both the Company's strong fiscal 1993
operating income results and the difficult economy. These percentages excluded
the investment income on the proceeds from the public offering in 1993. The
Committee was therefore pleased with the resultant 11.6% increase in operating
earnings and to pay the formula-based annual incentive amount of $255,412,
which appears in the Summary Compensation Table in the incentive award column.

Under the Long-Term Incentive Plan, the granting of stock options and
restricted Shares is dependent upon meeting predetermined performance goals.
For fiscal 1994 these goals were:

- The Life Company's statutory earnings were sufficient to pay declared
dividends, and

- The Life Company's GAAP operating earnings were equal to or greater
than the threshold performance levels established for that year.

These criteria were met. Accordingly, stock options and restricted Shares
were granted in fiscal 1995 to the CEO in accordance with the adopted
compensation strategy. The assumption is that the present value of a restricted
Share is its market value at time of grant and that three option Shares

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are approximately equal to one restricted Share. This relationship was
reflected in the granting of stock options and restricted Shares to the CEO, as
well as all other senior officers.

The Long-Term Incentive Plan also provides for the granting of
performance units to the CEO. Their unit value, if any, is based upon future
performance over a three-year period. The Company performance criteria upon
which the value of the performance units granted in 1994 will be based is that
of annualized growth in operating earnings for the period 1994-1996.

A minimum of at least a 7% annualized growth in operating earnings is
required before the performance units will have any value. The Company's 1994
growth in operating earnings of 11.6% (excluding the investment income on the
proceeds from the public offering in 1993) was well above this threshold level
and, if maintained over the next two years, will result in a payout under this
performance-oriented feature of the Long-Term Incentive Plan.

As pertains to the other Named Officers, as well as other senior
management, the compensation program consists of a base salary, annual
incentive compensation and long-term incentive compensation composed of stock
options, restricted stock and performance units. Base salary range midpoints
are fixed at levels approximately 10% below the competitive amounts paid to
senior managers with comparable qualifications, experience and responsibility
at companies similar in size to that of the Company and engaged in the same or
similar businesses as the Company. The annual and long-term incentive
compensation is more highly leveraged and closely tied to the Company's success
in achieving significant financial performance goals.

In the early part of each fiscal year, the Committee reviews with the
Chief Executive Officer and approves any modification it deems appropriate in
the annual salary plan for the Company's senior executives (other than for the
Chief Executive Officer). This salary plan was developed with the assistance of
an independent compensation consultant and is based on industry, peer group and
national surveys concerning salary competitiveness. Performance judgments as to
past and expected future contributions of each individual senior executive are
provided by the Chief Executive Officer. Salary adjustments within the
appropriate salary ranges are recommended by the Chief Executive Officer. The
Committee reviews the recommendations of the Chief Executive Officer and fixes
the base salary for each of the Named Officers and other senior management
position holders.

The objectives of the Annual and Long-Term Incentive Plans are to
motivate key employees to continue their efforts to improve the success and
growth of the Company and to encourage the high performing employees to remain
with the Company and to be rewarded for their performance.

As pertains to the Annual Incentive Plan for 1994, the Committee reviewed
and approved the recommendations of the Chief Executive Officer as pertaining
to the individual performance portion of the funded awards. In fixing the grant
of stock options, restricted stock and performance unit awards to each
individual in the senior management group, including the Named Officers other
than the Chief Executive Officer, the Committee reviewed with the CEO the
recommended individual awards. In doing so, the Long-Term Incentive Plan calls
for taking into account the respective scope of accountability, strategic and
operational goals, contributions of each individual in the senior management
group, and the Company-wide performance requirements for the granting of stock
options and restricted stock awards. The latter, having been met for the fiscal
year 1994, will result in stock option grants and restricted stock awards being
made during 1995.

Summary descriptions of both the Annual Incentive and Long-Term Incentive
Plans have been previously provided in the subsections under this section of
this proxy statement describing executive compensation.

The foregoing report has been furnished by the Compensation Committee of
the Company consisting of the following individuals: Robert D. Davis, Radford
D. Lovett and W. Ashley Verlander.

DIRECTORS COMPENSATION

Except for T. O'Neal Douglas, Christopher A. Verlander and W. Ashley
Verlander, who received no fees as directors or committee members of the
Company, a director receives a fee of $1,000 for each director's meeting he
attends and a quarterly retainer of $2,500. A member of the Board of Directors
receives a fee of $500 for each meeting of a committee he attends. Directors
may elect to defer the payment of these fees according to an established plan
under which the deferred amounts are paid with interest in later years.

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SHAREHOLDER RETURN PERFORMANCE PRESENTATION

Set forth below is a line graph comparing the five-year cumulative total
shareholder return on the Shares against the cumulative total return of the
Standard and Poor's Composite--500 Stock Index and a Peer Group (2) for the
period commencing January 1, 1990 (closing price December 31, 1989) and ending
December 31, 1994.

COMPARISON OF FIVE YEAR CUMULATIVE RETURN (1) AMONG THE COMPANY, S&P 500 AND
PEER GROUP(2)

Company Stock Index Industry Group Index
------- ----------- --------------------

1989 100 100 100
1990 104.30 97 100.70
1991 157.37 125 121.00
1992 213.00 138 175.44
1993 205.59 150 212.85
1994 215.28 152 235.18

(1) Assumes a reinvestment of dividends and a $100 initial investment on
January 1, 1990 in the Company, S&P 500, and the Peer Group.

(2) The members of the peer group are Protective Life Corporation and Liberty
Corporation. The returns of each company have been weighted according to
their respective stock market capitalization for purposes of arriving at a
peer group average.

(3) In October 1993 the Company completed a public offering. The Company sold
1,872,045 Shares and certain selling shareholders sold an additional
980,300 Shares for a total number of Shares sold of 2,852,345. The price
of the Company's Shares at December 31, 1993 and 1994 was impacted as a
result of this offering.

OTHER TRANSACTIONS AND RELATIONSHIPS

The Insurance Company is the carrier of the individual insurance carried
on certain officers and/or directors and the group health, accident and
sickness and life insurance of Winn-Dixie Stores, Inc. ("Winn-Dixie") of which
A. Dano Davis, Robert D. Davis and Radford D. Lovett, directors of the Company,
are also directors. Affiliates of A. Dano Davis and Robert D. Davis are
principal shareholders of the Company and Winn-Dixie. During 1994, the
Insurance Company received premiums of $72,836 for such individual policies and
$2,794,050 for such group insurance. The Insurance Company also received a net
premium of $10,059,432 from Winn-Dixie to fund a deferred compensation plan for
certain senior officers and other key management personnel of Winn-Dixie. In
addition, the Insurance Company carries certain life insurance policies on the
lives of certain members of the Davis family and on employees of certain
corporations owned by them. During 1994, the Insurance Company received
$911,885 in net premiums with respect to this insurance.

T. O'Neal Douglas, Chairman of the Board, President and Chief Executive
Officer of the Company, is also a director of Physician Sales & Service, Inc.;
A. Dano Davis, a director of the Company, is also Chairman of the Board of
Directors of Winn-Dixie; Robert D. Davis and Radford D. Lovett, directors of
the Company, are also directors of First Union Corporation, Florida Rock
Industries, Inc. and Winn-Dixie; Robert D. Davis is also a director of Stein
Mart, Inc. and Mr. Lovett is also a director of FRP Properties, Inc.; Edward L.
Baker, a director of the Company, is also Chairman and Chief Executive Officer
of Florida Rock Industries and a director of Flowers Industries, Inc. and
Regency Realty; H. Corbin Day, a director of the Company, is also a director of
Blount, Inc., all of which corporations have securities registered pursuant to
Section 12 of the

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Securities Exchange Act of 1934 or subject to the requirements of Section 15(d)
of that Act. In addition, T. O'Neal Douglas, Chairman of the Board, President
and Chief Executive Officer of the Company, is a director of the Barnett Bank
of Jacksonville, N.A., a subsidiary of Barnett Banks, Inc.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers to file with the Securities and
Exchange Commission ("SEC") and the New York Stock Exchange initial reports of
ownership and reports of changes in ownership of the Shares. Executive officers
and directors are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1994, all
Section 16(a) filing requirements applicable to its executive officers and
directors were complied with, except for (1) a Form 4 report reflecting the
grant in February, 1994 of restricted Shares pursuant to the Company's
Long-Term Incentive Compensation Plan to each of the following officers: T.
O'Neal Douglas, Christopher A. Verlander, James H. Baum, C. Richard Morehead
and William E. Mayhew, which grants were reported by Messrs. Douglas,
Verlander, Baum and Morehead on a Form 5 report for the year ended December 31,
1994 filed on February 13, 1995 as to Messrs. Verlander, Baum and Morehead, and
filed on March 21, 1995 as to Mr. Douglas, and by Mr. Mayhew on an amended Form
5 report for the year ended December 31, 1994 filed on March 21, 1995; (2) a
Form 5 report reflecting the grant in February, 1994 of restricted Shares
pursuant to the Company's Long-Term Incentive Compensation Plan to Curtiss S.
Sheldon, which grant was reported on an amended Form 5 report for the year
ended December 31, 1994 filed on March 21, 1995; (3) a Form 5 report for the
year ended December 31, 1994 reflecting the grant of a stock option in
February, 1994 pursuant to the Company's 1980 Stock Option Plan to each of the
following officers: Mr. Douglas, who reported such grant on a Form 5 report for
the year ended December 31, 1994 filed on March 21, 1994 and Mr. Mayhew, who
reported such grant on an amended Form 5 report for the year ended December 31,
1994 filed on March 21, 1995; and (4) a Form 5 report for the year ended
December 31, 1994 reflecting the acquisition of Shares through the Company's
Dividend Reinvestment Plan by Mr. Sheldon, which acquisition was reported on an
amended year-end Form 5 report for the year ended December 31, 1994 filed on
March 21, 1995.

PRINCIPAL SHAREHOLDERS

A beneficial owner of a security includes any person who directly or
indirectly has or shares voting power and/or investment power with respect to
such security. Voting power is the power to vote or direct the voting of
securities and investment power is the power to dispose of or direct the
disposition of securities.

The following table sets forth as of January 31, 1995, that group of
persons known to management owning of record or beneficially, more than 5% of
the Shares:

NUMBER OF PERCENTAGE OF
OWNER SHARES OWNERSHIP
- ------- ------------- ---------------

D.D.I., Inc. ( 1 ) . . . . . . . . . . . . . . . . . . 4,189,263 30.17%
Estuary Corporation (2) . . . . . . . . . . . . . . . . 1,209,326 8.71%
Other Davis Family Shareholdings (3) . . . . . . . . . 390,569 2.81%
--------- -----
P.O. Box 2088; Jacksonville, Florida 32203 5,789,158 41.69%
========= =====

Neuberger and Berman (4)
605 3rd Avenue; New York, New York 10158 . . . . . . 819,217(5) 5.90%
========= =====

(1) A corporation wholly owned by certain members of the Davis family. Robert
D. Davis, a director of the Company, his father, A. D.
Davis, and his cousins, A. Dano Davis, a director of the Company and T.
Wayne Davis and Charles P. Stephens, son-in-law of M. Austin Davis,
deceased uncle of Robert D. Davis and A. Dano Davis, have shared voting and
dispositive powers of the Shares owned by that corporation.

(2) Corporation principally owned by trusts for the benefit of A. Dano Davis,
his mother, his sister, his children and his sister's children. As to the
Shares held by Estuary Corporation, A. Dano Davis has sole voting and
dispositive power.

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(3) Represents Shares as to which sole voting and dispositive power is held by
Robert D. Davis with respect to 13,722 Shares, T. Wayne Davis with respect
to 10,322 Shares, Charles P. Stephens with respect to 1,315 Shares, T.
Wayne Davis' mother, with respect to 27,609 Shares, A. Dano Davis with
respect to 57,897 Shares held by trusts for the benefit of A. Dano Davis
and his children, A. Dano Davis' mother with respect to 38,399 Shares held
by a trust for her benefit, A. Dano Davis' sister with respect to 25,327
Shares held by trusts for the benefit of her children and other family
members with respect to 7,531 Shares held individually or in a trust for
their benefit. Also, includes 19,999 Shares held by a charitable foundation
as to which A. Dano Davis, his wife, his mother and his sister have shared
voting and dispositive power, 19,999 Shares held by Robert D. Davis and M.
Austin Davis' daughter, who are co-trustees of a trust for the benefit of
M. Austin Davis' family members as to which they share voting and
dispositive power, and 58,378 Shares held by trusts for the benefit of A.
Dano Davis' sister and her children as to which A. Dano Davis and his
sister, who are co-trustees, have shared voting and dispositive power,
44,580 Shares held by trusts for the benefit of A. Dano Davis, his
children, his cousins and his cousins' children, as to which A. Dano Davis,
who is a co-trustee, has shared voting and dispositive power, 23,848 Shares
held by ADFAM Partners, Ltd. as to which Robert D. Davis and A. D. Davis
share voting and dispositive power through a corporation and a trust,
respectively, which are general partners, 18,245 Shares held by trusts for
the benefit of T. Wayne Davis and his sister, and their children, as to
which T. Wayne Davis, who is a co-trustee, has shared voting and
dispositive power, 18,398 Shares held by trusts for the benefit of T.
Wayne Davis' sister, and her children, as to which T. Wayne Davis and his
sister, who are co-trustees, have shared voting and dispositive power and
5,000 Shares held by a charitable foundation as to which T. Wayne Davis and
his mother have shared voting and dispositive power.

(4) This information is based upon information contained in and as of the date
of Schedule 13G filings with the SEC which filings were supplied to the
Company.

(5) Holds shared dispositive power as to the 819,217 Shares, 244,900 Shares of
which amount, it has sole voting power and 80,000 Shares it has shared
voting power. As to 494,317 Shares it has no voting power.

ACCOUNTANTS

KPMG Peat Marwick LLP ("PM"), the Company's auditors, has completed its
examination of the Company's financial statements for the year ended December
31, 1994; and it is expected that representatives of PM will attend the annual
shareholders' meeting and be available to respond to appropriate questions and
make appropriate comments concerning the Company.

Neither PM nor any of its associates has any relationship with the
Company or any of its subsidiaries except in its capacity as auditors. The
Company has not selected auditors to examine its financial statements for its
fiscal year ending December 31, 1995. It is the policy of the Company to delay
this selection until later in its fiscal year.

GENERAL

The Company will bear the costs of solicitation of proxies. In addition
to the use of the mails, proxies, may be solicited by personal interview,
telephone and telegram by directors and officers and other employees of the
Company, and no additional compensation will be paid to such individuals.
Arrangements may also be made with the stock transfer agent and with brokerage
houses and other custodians, nominees and fiduciaries who are record holders of
Shares for the forwarding of solicitation material to the beneficial owners of
the Shares. The Company will, upon the request of such entities, pay their
reasonable expenses for completing the mailing of such material to such
beneficial owners.

Consistent with state law and under the Company's by-laws, a majority of
the Shares entitled to vote on a particular matter, present in person or
represented by a proxy, constitutes a quorum as to such matter.

The three nominees for election as directors at the Company's Annual
Meeting of Shareholders who receive the greatest number of votes properly cast
for the election of directors shall be elected directors. A majority of the
votes properly cast on the matter is necessary to approve any other

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17

matter which comes before the Annual Meeting, except where law or the Company's
Articles of Incorporation or By-laws require otherwise.

The Company will count the total number of votes cast "for" approval of
proposals, other than the election of directors, for purposes of determining
whether sufficient affirmative votes have been cast. The Company will count
Shares represented by proxies that withhold authority to vote for a nominee for
election as a director or that reflect abstentions and "broker non-votes"
(i.e., Shares represented at the annual meeting held by brokers or nominees as
to which (i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) only as Shares that are
present and entitled to vote on the matter for purposes of determining the
presence of a quorum, but neither abstentions nor broker non-votes will have
any effect on the outcome of voting on the matter.

The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1994, which contains financial statements and other information,
is mailed herewith to shareholders, but is not to be regarded as proxy
soliciting material.

The Company is not aware of any matter which may be presented for action
at the meeting, or at any adjournment thereof, other than the matters set forth
herein. However, should any other matter requiring a vote of the shareholders
arise, it is intended proxies in the accompanying form will be voted in respect
thereof in accordance with the best judgment of the person or persons voting
the proxies, discretionary authority to do so being included in the proxy in
the interest of the Company.

Shareholders are urged to specify choices, date, sign and return the
accompanying proxy in the enclosed envelope to which no postage need be affixed
if mailed in the United States. Prompt response is helpful and your cooperation
will be appreciated.

SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING

The deadline for the receipt of shareholder proposals for inclusion in
the Company's 1996 Proxy Statement and form of proxy and presentation at the
1996 Annual Meeting of Shareholders is November 24, 1995. Such proposals should
be sent to the Corporate Secretary of the Company at 1776 American Heritage
Life Drive, Jacksonville, Florida 32224.

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED, WITHOUT CHARGE, BY ANY
SHAREHOLDER UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, AMERICAN HERITAGE
LIFE INVESTMENT CORPORATION, 1776 AMERICAN HERITAGE LIFE DRIVE, JACKSONVILLE,
FLORIDA 32224. EXHIBITS TO THE FORM 10-K WILL NOT BE SUPPLIED UNLESS
SPECIFICALLY REQUESTED, FOR WHICH THERE MAY BE A REASONABLE CHARGE.

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APPENDIX A

AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
PROXY
SOLICITED BY THE BOARD OF DIRECTORS OF AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION

I (we) hereby appoint Robert D. Davis, T. O'Neal Douglas and W. Ashley
Verlander and each of them as proxies with power of substitution, to represent
me (us) and to vote all my (our) shares in American Heritage Life Investment
Corporation on all matters which may come before the 1995 Annual Meeting of the
Shareholders to be held on Thursday, the 27th day of April, 1995, at 9:00 a.m.,
Jacksonville time, in the auditorium of the American Heritage Life Building, on
the first floor, at 1776 American Heritage Life Drive, Jacksonville, Florida,
and at any adjournment thereof.

PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY

(CONTINUED, AND TO BE SIGNED ON OTHER SIDE)

The proxies shall vote these shares below or, where no choice is specified
shall vote the shares FOR the following proposals:

1. To elect Three (3) Class I Directors to serve until the Annual Meeting of
Shareholders in 1998:

[ ] FOR nominees named below [ ] WITHHOLD AUTHORITY (INSTRUCTION: TO WITHHOLD 2. In their discretion, the proxies
to vote for the nominees AUTHORITY to vote for a are authorized to vote upon such
nominee write that nominee's other business as may properly
name on the space provided come before the meeting or at
Class I Directors: Edward L. Baker below.) any adjournment thereof.
Robert D. Davis
Christopher A. Verlander ____________________________

Shares held
in stock purchase plan

Dated:_________________________, 1995

_____________________________________________________
(Signature)

_____________________________________________________
(Signature if held jointly)

19
APPENDIX B

AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
PROXY
SOLICITED BY THE BOARD OF DIRECTORS OF AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION

PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY

(CONTINUED, AND TO BE SIGNED ON OTHER SIDE)

The proxies shall vote these shares as specified below or, where no choice is
specified shall vote the shares FOR the following proposals:

1. To elect Three (3) Class I Directors to serve until the Annual Meeting of
Shareholders in 1998:

[ ] FOR nominees name below [ ] WITHHOLD AUTHORITY (INSTRUCTION: TO WITHHOLD 2. In their discretion, the proxies
to vote for the nominees AUTHORITY to vote for a are authorized to vote upon such
nominee write that nominee's other business as may properly
name on the space provided come before the meeting or at
Class I Directors: Edward L. Baker below.) any adjournment thereof.
Robert D. Davis
Christopher A. Verlander ____________________________

Account number

Shares held in certificate form

Shares held in dividend
reinvestment plan

Total shares eligible to vote

Dated:_________________________, 1995

_____________________________________________________
(Signature)

_____________________________________________________
(Signature if held jointly)