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                                                                       Exhibit 5


                   FINANCIAL HORIZONS LIFE INSURANCE COMPANY
                   ------------------------------------------

         I, Dennis W. Click, Assistant Secretary of FINANCIAL HORIZONS
LIFE INSURANCE COMPANY, hereby certify that the attached is a true and correct
copy of the AMENDED ARTICLES OF INCORPORATION of FINANCIAL HORIZONS LIFE
INSURANCE COMPANY.

         I further certify that the AMENDED ARTICLES OF INCORPORATION have
not been amended, altered, or repealed and are now in full force and effect.

         IN WITNESS WHEREOF, I have hereunto set my hand and caused the
corporate seal of FINANCIAL HORIZONS LIFE INSURANCE COMPANY to be hereunto
affixed this 10th day of November, 1994.



                                    /s/ Dennis W. Click
                                    ---------------------------------
                                         Dennis W. Click
                                        Assistant Secretary  
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                       AMENDED ARTICLES OF INCORPORATION

                   FINANCIAL HORIZONS LIFE INSURANCE COMPANY

FIRST:   The name of said Corporation shall be "FINANCIAL HORIZONS LIFE
         INSURANCE COMPANY."

SECOND:  Said Corporation is to be located, and its principal offices
         maintained, in the City of Columbus, County of Franklin, State of Ohio.

THIRD:   This Corporation is formed for the purpose of making insurance upon
         the lives of individuals, and every type of insurance appertaining
         thereto or connected therewith, and granting, purchasing or disposing
         of annuities, as authorized by Section 3907.01, Ohio Revised Code, as
         it now exists or may hereafter be amended.

FOURTH:  The maximum number of shares which the Corporation is authorized to
         have outstanding is Sixty-Six Thousand (66,000) shares, all of which
         shall be with par value of Forty Dollars ($40.00) each.

FIFTH:   The amount of capital with which the Corporation will begin business
         is One Million Forty Thousand Dollars ($1,040,000.00).

SIXTH:   The corporate powers and business of the Corporation shall be
         exercised, conducted and controlled, and the corporate property
         managed by a board of directors consisting of not less than five (5),
         nor more than twenty-one (21), as may from time to time be fixed by
         the Code of Regulations of the Corporation. At the first election of
         directors one-third of the directors shall be elected to serve until
         the next annual meeting, one-third shall be elected to serve until the
         second annual meeting, and one-third shall be elected to serve until
         the third annual meeting; therefore all directors shall be elected to
         serve for terms of three (3) years each, and until their successors
         are elected and qualified. Vacancies in the board of directors,
         arising from any cause, shall be filled by the remaining directors.

         The directors shall be elected at the annual meetings of the
         stockholders by a majority of the stockholders present in person or
         by proxy, provided that vacancies amy be filled as herein provided
         for.

         The stockholders of the Corporation shall have the right, subject to
         the statutes of the State of Ohio and these Articles of Incorporation,
         to adopt a Code of Regulations governing the transaction of the
         business and affairs of the Corporation which may be altered, amended
         or repealed in a manner provided by law.



Amended effective December 9, 1993
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         The board of directors shall elect from their own number a Chairman of
         the Board of Directors, a General Chairman, and a President. The board
         of directors shall also elect a Vice President and a Secretary and a
         Treasurer, or a Secretary-Treasurer. The board of directors may also
         elect or appoint such additional vice presidents, assistant secretaries
         and assistant treasurers as may be deemed advisable or necessary, and
         may fix their duties. The board of directors may appoint such other
         officers as may be provided in the Code of Regulations. All officers,
         unless sooner removed by the board of directors, shall hold office for
         one (1) year, or until their successors are elected and qualified.
         Other than the Chairman of the Board of Directors, the General Chairman
         and the President, the officers need not be members of the board of
         directors. Officers shall be elected at each annual organization
         meeting of the board of directors, but elections or appointments to
         fill vacancies may be had at any meeting of the directors.

SEVENTH: The annual meeting of the stockholders of the Corporation, shall be
         held at such time as may be fixed in the Code of Regulations of the
         Corporation. Any meeting of the stockholders, annual or special, may
         be held in or outside the State of Ohio. Reasonable notice of all
         meetings of stockholders should be given, by mail or publication, or as
         prescribed by the Code of Regulations or by law.




Amended effective December 9, 1993