PFL LIFE VARIABLE ANNUITY ACCOUNT C
N-4, 1999-07-29
Previous: TRI NATIONAL DEVELOPMENT CORP, NT 10-K, 1999-07-29
Next: PFL LIFE VARIABLE ANNUITY ACCOUNT C, N-8A, 1999-07-29



<PAGE>

     As filed with the Securities and Exchange Commission on July 29, 1999

                                                  Registration No. 333 - _____
                                                                   811 - _____

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM N-4

        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  __X__
                       Pre-Effective Amendment No.  ___
                       Post-Effective Amendment No.  ___

                                      and

     REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 __X__
                              Amendment No.
                                           ----

                      PFL LIFE VARIABLE ANNUITY ACCOUNT C
                          (Exact Name of Registrant)

                          PFL LIFE INSURANCE COMPANY
                              (Name of Depositor)

                            4333 Edgewood Road N.E.
                          Cedar Rapids, IA 52499-0001
             (Address of Depositor's Principal Executive Offices)
                 Depositor's Telephone Number: (319) 297-8468

                             Frank A.  Camp, Esq.
                          PFL Life Insurance Company
                           4333 Edgewood Road, N.E.
                          Cedar Rapids, IA 52499-0001
                    (Name and Address of Agent for Service)

                                   Copy to:
                          Frederick R.  Bellamy, Esq.
                       Sutherland Asbill and Brennan LLP
                        1275 Pennsylvania Avenue, N.W.
                         Washington, D.C.  20004-2415
<PAGE>

Title of Securities Being Registered:  Flexible Premium Variable Annuity
Policies

Approximate date of proposed offering:

As soon as practicable after effectiveness of Registration Statement.

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

                       THE ENDEAVOR
                   GENERATIONS PLUS     The flexible premium deferred variable
                   VARIABLE ANNUITY     annuity has many investment choices. The
                                        mutual fund account has 13 subaccounts
                     Issued Through     that are available in this annuity. The
                                        mutual fund subaccounts are listed
                  PFL LIFE VARIABLE     below. You bear the enitre investment
                  ANNUITY ACCOUNT C     risk for all amounts you put in the
                                        mutual fund account. There is also a
                                 By     fixed account, which offers interest at
                                        rates that are guaranteed by PFL Life
         PFL LIFE INSURANCE COMPANY     Insurance Company (PFL). You can choose
                                        any combination of these investment
Prospectus - ______________             choices.

This prospectus and the mutual fund     ENDEAVOR SERIES TRUST
prospectuses give you important         Subadvised by Morgan Stanley Asset
information about the Endeavor          Management Inc.
Generations Plus variable annuity         Endeavor Asset Allocation Portfolio
and the mutual funds. Please read         Endeavor Money Market Portfolio
them carefully before you invest        Subadvised by T. Rowe Price
and keep them for future reference.     Associates, Inc.
                                          T. Rowe Price Equity Income Portfolio
If you would like more information        T. Rowe Price Growth Stock Portfolio
about The Endeavor Generations Plus     Subadvised by Rowe Price-Fleming
Variable Annuity, you can obtain a      International, Inc.
free copy of the Statement of             T. Rowe Price International Stock
Additional Information (SAI) dated           Portfolio
__________________. Please call us      Subadvised by OpCap Advisors
at (800) 525-6205 or write us at:         Endeavor Value Equity Portfolio
PFL Life Insurance Company,               Endeavor Opportunity Value Portfolio
Financial Markets Division, Variable    Subadvised by J.P. Morgan Investment
Annuity Department, 4333 Edgewood       Management Inc.
Road N.E., Cedar Rapids, Iowa,            Endeavor Enhanced Index Portfolio
52499-0001. A registration statement,   Subadvised by The Dreyfus Corporation
including the SAI, has been filed         Dreyfus U.S. Government Securities
with the Securities and Exchange             Portfolio
Commission (SEC) and is incorporated      Dreyfus Small Cap Value Portfolio
herein by reference. Information        Subadvised by Montgomery Asset
about the variable annuity can be       Management, LLC
reviewed and copied at the SEC's          Endeavor Select 50 Portfolio
Public Reference Room in Washington,    Subadvised by Massachusetts Financial
D.C. You may obtain information about   Services Company
the operation of the public reference     Endeavor High Yield Portfolio
room by calling the SEC at              Subadvised by Janus Capital Corporation
1-800-SEC-0330. The SEC also maintains    Endeavor Janus Growth Portfolio
a web site (http://www.sec.gov) that
contains the prospectus, the SAI,       The Securities and Exchange Commission
material incorporated by reference,     has not approved or disapproved these
and other information. The table of     securities, or passed upon the adequacy
contents of the SAI is included at      of this prospectus. Any representation
the end of this prospectus.             to the contrary is a criminal offense.

Please note that the variable
annuity and the mutual funds:

 .  are not bank deposits
 .  are not federally insured
 .  are not endorsed by any bank or
   government agency
 .  are not guaranteed to achieve
    their goal
 .  are subject to risks,including
   loss of premium






<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS                                 Page
<S>                                               <C>       <C>
GLOSSARY OF TERMS..............................                 Withdrawals - 403(b) Annuities................
                                                                Diversification and Distribution
SUMMARY........................................                     Requirements..............................
                                                                Taxation of Death Benefit Proceeds............
ANNUITY CERTIFICATE FEE TABLE..................                 Annuity Payments..............................
                                                                Transfers, Assignments or Exchanges...........
EXAMPLES.......................................                 Possible Tax Law Changes......................

1.  THE GENERATIONS PLUS VARIABLE                           7.  ACCESS TO YOUR MONEY..........................
    ANNUITY ...................................                 Surrenders....................................
                                                                Delay of Payment and Transfers................
                                                                Excess Interest Adjustment....................
2.  ANNUITY PAYMENTS...........................                 Systematic Payout Option......................
    (THE INCOME PHASE).........................                 Nursing Care and Terminal Condition
    Annuity Payment Options....................                     Withdrawal Option.........................
                                                                Unemployment Waiver...........................
3.  PURCHASE...................................
    Certificate Issue Requirements.............             8.  PERFORMANCE...................................
    Issue Requirements.........................
    Premium Payments...........................             9.  DEATH BENEFIT.................................
    Initial Premium Requirements...............                 When We Pay A Death Benefit...................
    Additional Premium Payments................                 When We Do Not Pay A Death Benefit............
    Maximum Total Premium Payments.............                 Amount of Death Benefit.......................
    Premium Enhancement........................                 Guaranteed Minimum Death Benefit..............
    Allocation of Premium Payments.............                 Adjusted Partial Withdrawal...................
    Certificate value..........................
                                                            10. OTHER INFORMATION.............................
4.  INVESTMENT CHOICES.........................                 Ownership.....................................
    The Mutual Fund Account....................                 Assignment....................................
    The Fixed Account..........................                 PFL Life Insurance Company....................
    Transfers..................................                 The Mutual Fund Account.......................
    Family Income Protector....................                 Mixed and Shared Funding......................
    Dollar Cost Averaging Program..............                 Reinstatements................................
    Asset Rebalancing..........................                 Voting Rights.................................
    Telephone Transactions.....................                 Distributor of the Annuity....................
                                                                Non-participating.............................
5.  EXPENSES...................................                 Variations in Certain Provisions..............
    Surrender Charges..........................                 Year 2000 Matters.............................
    Mortality and Expense Risk Fee.............                 IMSA..........................................
    Administrative Charges.....................                 Legal Proceedings.............................
    Premium Taxes..............................                 Financial Statements..........................
    Federal, State and Local Taxes.............
    Transfer Fee...............................             TABLE OF CONTENTS OF THE STATEMENT
    Family Income Protector....................             OF ADDITIONAL INFORMATION.........................
    Portfolio Management Fees..................
                                                            APPENDIX A
6.  TAXES......................................
    Annuities in General.......................             Historical Performance Data
    Qualified and Nonqualified  Annuities......                 The Mutual Fund Account.......................
    Withdrawals - Nonqualified Annuities.......
    Withdrawals - Qualified  Annuities.........
</TABLE>

                                       2
<PAGE>

GLOSSARY OF TERMS

Accumulation Unit--An accounting          and/or surrender charges on such
unit of measure used in calculating       withdrawals); plus
the certificate value in the mutual     . interest credited in the fixed
fund account before the annuity           account; plus or minus
commencement date.                      . accumulated gains or losses in
                                          the mutual fund account; minus
Adjusted Certificate value - An         . service charges, premium taxes,
amount equal to the certificate           and transfer fees, if any.
value increased or decreased by any
excess interest adjustments.            Certificate Year - A certificate
                                        year begins on the certificate date
Annuitant--The person entitled to       and on each certificate
receive annuity payments after the      anniversary.
annuity commencement date and
during whose life any annuity           Excess Interest Adjustment--A
payments involving life                 positive or negative adjustment to
contingencies will continue.            amounts withdrawn upon partial
                                        withdrawals, full surrenders, or
Annuity Commencement Date--The date     transfers from the guaranteed
upon which annuity payments are to      period options, or to amounts
commence. This date may be any date     applied to annuity payment options.
at least thirty days after the          The adjustment reflects changes in
certificate date and may not be         the interest rates declared by PFL
later than the last day of the          since the date any payment was
certificate month starting after        received by, or an amount was
the annuitant attains age 85,           transferred to, the guaranteed
except as expressly allowed by PFL.     period option. The excess interest
In no event will this date be later     adjustment can either decrease or
than the last day of the month          increase the amount to be received
following the month in which the        by the certificate owner upon full
annuitant attains age 95.               surrender or commencement of
                                        annuity payments, depending upon
Annuity Payment Option--A method of     whether there has been an increase
receiving a stream of annuity           or decrease in interest rates,
payments selected by the                respectively.
certificate owner.
                                        Fixed Account--One or more
Cash Value--The certificate value       investment choices under the
increased or decreased by an excess     certificate that are part of the
interest adjustment, less any           general assets of PFL and are not
applicable surrender charge,            in the mutual fund account.
premium taxes, and Family Income
Protector rider fee, and less the       Group Contract - The contract
annual Service Charge.                  issued to the group contract owner,
                                        under which certificates are issued
Certificate - The document issues       to eligible participants.
under the group contract to the
eligible participants who apply for     Group Contract Owner- The entity
coverage. The certificate is not        which owns the group contract.
part of the group contract.
                                        Guaranteed Period Options--The
Certificate Owner or Owner- The         various guaranteed interest rate
person who may exercise all rights      periods of the fixed account which
and privileges under the                may be offered by PFL and into
certificate. The owner during the       which premium payments may be paid
lifetime of the annuitant and prior     or amounts transferred.
to the annuity commencement date is
the person designated as the owner      Mutual Fund Account--A separate
or a successor owner in the             account established and registered
enrollment form. Also referred to       as a unit investment trust under
as "you".                               the Investment Company Act of 1940,
                                        as amended, to which premium
Certificate value--On or before the     payments under the certificates may
annuity commencement date, the          be allocated and which invests in
certificate value is equal to the       designated portfolios of the
certificate owner's:                    Endeavor Series Trust and such
                                        other mutual funds as PFL may
 . premium payments (including any       determine from time to time.
  premium enhancement); minus
 . partial withdrawals (including
  the net effect of any applicable
  excess interest adjustments

                                       3
<PAGE>

Mutual Fund Subaccount--A               (Note: The Statement of Additional
subdivision within the mutual fund         Information contains a more
account, the assets of which are               extensive Glossary.)
invested in a specified portfolio
of the Endeavor Series Trust.

                                       4
<PAGE>

SUMMARY

The sections in this summary            can accumulate during the
correspond to sections in this          accumulation phase will largely
prospectus, which discuss the           determine the income payments you
topics in more detail. Words            receive during the income phase.
printed in italics in this
prospectus are defined in the           2. ANNUITY PAYMENTS
Glossary.                                  (THE INCOME PHASE)

1. THE VARIABLE ANNUITY                 The certificate allows you to
   CERTIFICATE                          receive income under one of five
                                        annuity payment options. You may
The Flexible Premium Variable           choose from fixed payment options,
Annuity certificate offered by PFL      variable payment options, or a
Life Insurance Company (PFL, we, us     combination of both. If you select
or our) provides a way for you to       a variable payment option, the
invest on a tax-deferred basis in       dollar amount of your payments may
the following investment choices:       go up or down.
thirteen subaccounts of the mutual
fund account and a fixed account of     3. PURCHASE
PFL. The certificate is intended to
accumulate money for retirement or      You can buy a nonqualified
other long-term investment              certificate with $5,000 or more,
purposes.                               and a qualified certificate with
                                        $2,000 or more, under most
This certificate offers thirteen        circumstances. You can add as
subaccounts in the mutual fund          little as $50 at any time during
account that are listed in Section      the accumulation phase.
4. Each mutual fund subaccount
invests exclusively in shares of        Each premium payment will receive a
one of the portfolios of the            premium enhancement that PFL adds
Endeavor Series Trust. The              to your Certificate Value. We may
certificate value may depend on the     change the enhancement rate at any
investment experience of the            time. Under certain circumstances,
selected subaccounts. Therefore,        you might forfeit (or lose) the
you bear the entire investment risk     premium enhancement.
with respect to all certificate
value in any subaccount. You could      4. INVESTMENT CHOICES
lose the amount that you invest.
                                        You can allocate your premium
The fixed account offers an             payments to one or more of the
interest rate that is guaranteed by     investment choices listed below.
PFL. We guarantee to return your
investment with interest credited       The following thirteen mutual fund
for all amounts allocated to the        portfolios are described in the
fixed account.                          Endeavor Series Trust prospectus:

You can transfer money between any      SUBADVISED BY MORGAN STANLEY
of the investment choices. We           ASSET MANAGEMENT INC.
reserve the right to impose a $10          Endeavor Asset Allocation
fee for each transfer in excess of         Endeavor Money Market
12 transfers per certificate year.      SUBADVISED BY T. ROWE PRICE
                                        ASSOCIATES, INC.
The certificate, like all deferred         T. Rowe Price Equity Income
annuities, has two phases: the             T. Rowe Price Growth Stock
"accumulation phase" and the
"income phase." During the
accumulation phase, earnings
accumulate on a tax-deferred basis
and are taxed as income when you
take them out of the certificate.
The income phase occurs when you
begin receiving regular payments
from your certificate. The money
you

                                       5
<PAGE>

SUBADVISED BY ROWE PRICE-FLEMING          an annual rate of 1.75% from the
INTERNATIONAL, INC.                       assets in each mutual fund
  T. Rowe Price International Stock       subaccount.
SUBADVISED BY OPCAP ADVISORS
  Endeavor Value Equity                   During the accumulation phase, we
  Endeavor Opportunity Value              deduct an annual service charge of
SUBADVISED BY J.P. MORGAN                 no more than $40 from the
INVESTMENT MANAGEMENT INC.                certificate value on each
  Endeavor Enhanced Index                 certificate anniversary and at the
SUBADVISED BY THE DREYFUS                 time of surrender. The charge is
CORPORATION                               waived if either the certificate
  Dreyfus U.S. Government Securities      value or the sum of all premium
  Dreyfus Small Cap Value                 payments, minus all partial
SUBADVISED BY MONTGOMERY                  withdrawals, is at least $100,000.
ASSET MANAGEMENT, LLC
  Endeavor Select 50                      We will deduct state premium taxes,
SUBADVISED BY MASSACHUSETTS               which currently range from 0% to
FINANCIAL SERVICES COMPANY                3.50%, upon total surrender,
  Endeavor High Yield                     payment of a death benefit, or when
SUBADVISED BY JANUS CAPITAL               annuity payments begin.
CORPORATION
  Endeavor Janus Growth Portfolio         If you elect the "family income
                                          protector" rider, then there is an
Depending upon their investment           annual fee during the accumulation
performance, you can make or lose         phase of 0.30% of the minimum
money in any of the mutual fund           annuitization value. If you
subaccounts.                              annuitize under the rider, then
                                          during the income phase there is a
You can also allocate your premium        guaranteed payment fee at an annual
payments to the fixed account.            rate of 1.25% of the daily net
                                          asset value in the mutual fund
5.  EXPENSES                              account.

No deductions are made from premium       The value of the net assets of the
payments at the time you buy the          mutual fund subaccounts will
certificate so that the full amount       reflect the investment advisory fee
of each premium payment is invested       and other expenses incurred by the
in one or more of your investment         underlying portfolios. Those fees
choices.                                  and expenses are detailed in the
                                          Endeavor Series Trust prospectus
We may deduct a surrender charge of       that is attached to this
up to 8% of premium payments              prospectus.
withdrawn within nine years after
the premium is paid. To calculate         6.  TAXES
surrender charges, we consider the
premium you paid to come out before       Your earnings, if any, are not
any earnings.                             taxed until you take them out. If
                                          you take money out during the
Full surrenders, partial                  accumulation phase, earnings come
withdrawals, and transfers from a         out first for federal tax purposes,
guaranteed period option of the           and are taxed as income. If you are
fixed account may also be subject         younger than 59 when you take money
to an excess interest adjustment,         out, you may be charged a 10%
which may increase or decrease the        federal penalty tax. Payments
amount you receive. This adjustment       during the income phase may be
may also apply to amounts applied         considered partly a return of your
to an annuity payment                     original investment so that part of
option from a guaranteed period option    each payment would not be taxable
of the fixed account.                     as income.

We deduct daily mortality and
expense risk fees, distribution and
administrative expense charges at








                                       6
<PAGE>

7.  ACCESS TO YOUR MONEY                have to return the certificate will
                                        depend on the state where the
You can take out $500 or more           certificate was issued. It is
anytime during the accumulation         generally only 10 days. The amount
phase. After one year, you may take     of the refund will generally be the
out up to 10% of your cumulative        certificate value, less any premium
premium payments free of surrender      enhancement. We may reduce the
charges or excess interest              refund by less than the dollar
adjustments once each certificate       amount of the premium enhancement,
year. Amounts withdrawn in the          if necessary, to ensure that you
first year, or in excess of 10% of      would not ever be worse off because
your cumulative premium payments        of the credit than if we never gave
thereafter, may be subject to a         you the credit. We will pay the
surrender charge and/or excess          refund within 7 days after we
interest adjustment. You may also       receive written notice of
have to pay income tax and a tax        cancellation and the returned
penalty on any money you take out.      certificate. The certificate will
                                        then be deemed void. In some states
8.  PERFORMANCE                         you may have more than 10 days to
                                        return a certificate, or receive a
The value of the certificate will       refund of more (or less) than the
vary up or down depending upon the      certificate value.
investment performance of the
mutual fund subaccounts you choose.     No Probate. Usually when you die
We provide performance information      the person you choose as your
in Appendix B and in the Statement      beneficiary will receive the death
of Additional Information. This         benefit under this certificate
data is not intended to indicate        without going through probate.
future performance.                     State laws vary on how the amount
                                        that may be paid is treated for
9.  DEATH BENEFIT                       estate tax purposes.

If you are both the certificate         Who should purchase the
owner and the annuitant and you die     Certificate? This certificate is
before the income phase begins,         designed for people seeking long-
then your beneficiary will receive      term tax-deferred accumulation of
a death benefit.                        assets, generally for retirement or
                                        other long-term purposes; and for
Naming different persons as             persons who have maximized their
certificate owner and annuitant can     use of other retirement savings
affect whether the death benefit is     methods, such as 401(k) plans and
payable and to whom amounts will be     individual retirement accounts. The
paid. Use care when naming              tax-deferred feature is most
certificate owners, annuitants and      attractive to people in high
beneficiaries, and consult your         federal and state tax brackets. You
agent if you have questions.            should not buy this certificate if
                                        you are looking for a short-term
The guaranteed minimum death            investment or if you cannot take
benefit is a Step-Up Death Benefit      the risk of losing money that you
(before age 76).                        put in.

No death benefit is paid if the         There are various additional fees
certificate owner dies; if the          and charges associated with
certificate owner is not also the       variable annuities. You should
annuitant.                              consider whether the features and
                                        benefits unique to variable
10.  OTHER INFORMATION                  annuities, such as the opportunity
                                        for lifetime income payments, a
Right to Cancel Period. You may         company guaranteed death benefit
return your certificate for a           and the guaranteed level of certain
refund. The amount of time you          charges are appropriate for your
                                        needs. Because variable annuities
                                        also provide tax-deferral when
                                        purchased outside of qualified
                                        plans, the tax deferral features of
                                        variable annuities are unnecessary
                                        when purchased to fund a qualified
                                        plan.


                                       7
<PAGE>

Financial Statements. Financial         .  Under certain medically related
Statements for PFL and the mutual          circumstances, we will allow you
fund subaccounts are in the                to surrender or partially
Statement of Additional                    withdraw your certificate value
Information.                               without a surrender charge and
                                           excess interest adjustment. This
Additional Features. This                  feature is called the "nursing
certificate has additional features        care and terminal condition
that might interest you. These             withdrawal option."
include the following:
                                        .  Under certain unemployment
 .  You can arrange to have money           circumstances, you may withdraw
   automatically sent to you               all or a portion of the
   monthly, quarterly, semi-               certificate value free of
   annually or annually while your         surrender charges and excess
   certificate is in the                   interest adjustments. This
   accumulation phase. This feature        feature is called the
   is referred to as the                   "unemployment waiver."
   "systematic payout option."
   Amounts you receive may be           .  You may make transfers and/or
   included in your gross income,          change the allocation of
   and in certain circumstances,           additional premium payments by
   may be subject to penalty taxes.        telephone.

 .  You can arrange to have a            These features are not available in
   certain amount of money              all states and may not be suitable
   automatically transferred from       for your particular situation.
   the fixed account, either
   monthly or quarterly, into your      Inquiries
   choice of mutual fund
   subaccounts. This feature is         If you need more information,
   called "dollar cost averaging."      please contact us at:

 .  You can elect an optional rider        Administrative and Service Office
   that guarantees you a minimum          Financial Markets Division
   annuitization value. This              Variable Annuity Department
   feature is called the "family          PFL Life Insurance Company
   income protector."                     4333 Edgewood Road N.E.
                                          P.O. Box 3183
 .  We will, upon your request,            Cedar Rapids, IA  52406-3183
   automatically transfer amounts
   among the mutual fund
   subaccounts on a regular basis
   to maintain a desired allocation
   of the certificate value among
   the various mutual fund
   subaccounts. This feature is
   called "asset rebalancing."

                                       8
<PAGE>

<TABLE>
<CAPTION>
=============================================================================================================================
                                                   ANNUITY CERTIFICATE FEE TABLE
=============================================================================================================================

                                                                                     Separate Account Annual Expenses
          Certificate Owner Transaction Expenses                                (as a percentage of average account value)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                             <C>                                        <C>
Sales Load On Purchase Payments..........                   0             Mortality and Expense Risk                 1.35%
Maximum Surrender Charge                                                  Administrative
    (as a % of Premium Payments                                             (and Distribution) Charge                0.40%
     Surrendered)/(1)(2)/................                   8%
Surrender Fees ..........................                   0             TOTAL SEPARATE ACCOUNT
Annual Service Charge/(1)/............... $40 Per Certificate             ANNUAL EXPENSES                            1.75%
Transfer Fee/(1)/........................  Currently No Fee
Family Income Protector (optional)/(3)/
    Rider Fee............................                0.30%

<CAPTION>
=============================================================================================================================

                                                   Portfolio Annual Expenses/(4)/
                             (as a percentage of average net assets and after expense reimbursements)
=============================================================================================================================

                                                                                             Total            Total
                                                                             Rule          Portfolio       Account and
                                                 Management      Other      12b-1           Annual          Portfolio
                                                    Fees       Expenses    Fees/(5)/      Expenses/(6)/      Expenses
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>         <C>            <C>              <C>
Endeavor Asset Allocation......................    0.75%         0.03%      0.02%            0.78%             2.33%
Endeavor Money Market..........................    0.50%         0.10%         -             0.60%             2.15%
T. Rowe Price Equity Income....................    0.80%         0.05%         -             0.85%             2.40%
T. Rowe Price Growth Stock.....................    0.80%         0.07%         -             0.87%             2.42%
T. Rowe Price International Stock/(7)/.........    0.90%         0.08%         -             0.98%             2.53%
Endeavor Value Equity..........................    0.80%         0.04%      0.01%            0.84%             2.39%
Endeavor Opportunity Value/(8)/................    0.80%         0.18%      0.01%            0.98%             2.53%
Endeavor Enhanced Index........................    0.75%         0.35%         -             1.10%             2.65%
Dreyfus U.S. Government Securities/(9)/........    0.60%         0.12%         -             0.72%             2.27%
Dreyfus Small Cap Value........................    0.80%         0.06%      0.08%            0.86%             2.41%
Endeavor Select 50/(10)/.......................    1.10%         0.39%         -             1.49%             3.04%
Endeavor High Yield/(11)/......................   0.775%        0.525%         -             1.30%             2.85%
Endeavor Janus Growth/(12)/....................   0.775%        0.095%         -             0.87%             2.42%
=============================================================================================================================
</TABLE>

                                       9
<PAGE>

/(1)/ The surrender charge and                  be greater or less than those
      transfer fee, if any is                   shown in the Table.
      imposed, apply to each
      certificate, regardless of how
      certificate value is allocated      /(5)/ The Board of Trustees of
      among the mutual fund account             Endeavor Series Trust has
      and the fixed account. The                authorized an arrangement
      service charge applies to the             whereby, subject to best price
      fixed account and the mutual              and execution, executing
      fund account, and is assessed             brokers will share commissions
      on a pro rata basis relative to           with the Trust's affiliated
      each account's certificate                broker. Under supervision of
      value as a percentage of the              the Trustees, the affiliated
      certificate's total certificate           broker will use the "recaptured
      value. The service charge is              commission" to promote
      deducted on each certificate              marketing of the Trust's
      anniversary and at the time of            shares. The staff of the
      surrender, if surrender occurs            Securities and Exchange
      during a certificate year.                Commission believes that,
      There is no fee for the first             through the use of these
      12 transfers per year. For                recaptured commissions, the
      additional transfers, PFL may             Trust is indirectly paying for
      charge a fee of $10 per                   distribution expenses and such
      transfer, but currently does              amounts must be shown as 12b-1
      not charge for any transfers.             fees in the above table. The
                                                use of recaptured commissions
/(2)/ The surrender charge is                   to promote the sale of the
      decreased based on the number             Trust's shares involves no
      of years since the premium                additional costs to the Trust
      payment was made, from 8% in              or any Owner. Endeavor Series
      the year in which the premium             Trust, based on advice of
      payment was made, to 0% in the            counsel, does not believe that
      tenth year after the premium              recaptured brokerage
      payment was made. If applicable           commissions should be treated
      a surrender charge will only be           as 12b-1 fees. For more
      applied to withdrawals that               information on the Trust's
      exceed the amount available               Brokerage Enhancement Plan, see
      under certain listed                      the Trust's prospectus
      exceptions.                               accompanying this Prospectus.

/(3)/ The annual rider fee for the        /(6)/ Endeavor Management Co. has
      optional Family Income                    agreed, until further notice,
      Protector rider (only deducted            to assume expenses of the
      during the accumulation phase)            Portfolios that exceed the
      is currently equal to 0.30% of            following rates: Endeavor Asset
      the minimum annuitization value           Allocation--1.25%; Endeavor
      on the previous certificate               Money Market--0.99%; T. Rowe
      anniversary; PFL may at its               Price Equity Income--1.30%; T.
      discretion change the rate in             Rowe Price Growth Stock--1.30%;
      the future, but the rate will             T. Rowe Price International
      never be greater than 0.50% per           Stock--1.53%; Endeavor Value
      year. The guaranteed payment              Equity--1.30%; Endeavor
      fee is only charged if you                Opportunity Value--1.30%;
      annuitize under the family                Endeavor Enhanced Index--1.30%;
      income protector rider, and               Dreyfus U.S. Government
      then only after annuitization.            Securities--1.00%; Dreyfus
      This fee is reflected in the              Small Cap Value--1.30%;
      amount of the variable                    Endeavor Select 50--1.50%;
      payments. The guaranteed                  Endeavor High Yield--1.30%.
      payment fee is currently equal            Endeavor Management Co. has
      to an effective annual rate of            agreed for a period of at least
      1.25% of the daily net asset              one year to assume the expenses
      value in the variable                     of the Endeavor Janus Growth
      investment options; PFL may at            Portfolio that exceed 0.87%.
      its discretion change the rate            Expenses shown for the Endeavor
      in the future, but the rate               Janus Growth Portfolio are
      will never be greater than                estimated for 1999. Expenses
      2.25% per year. Once the family           shown for the Endeavor Select
      income protector rider is added           50 and Endeavor High Yield
      to your certificate, neither              Portfolios are annualized.
      the rider fee nor the
      guaranteed payment fee that is      /(7)/ Total Portfolio Annual Expenses
      in effect at that time will               for the T. Rowe Price
      change during the life of that            International Stock Portfolio
      family income protector rider.            before credits allowed by the
      They could change if you                  custodian for the period ended
      upgrade.                                  December 31, 1998 were 1.10%.

/(4)/ The fee table information
      relating to the Endeavor Series
      Trust was provided to PFL by
      Endeavor Management Co., and
      PFL has not independently
      verified such information.
      Actual future expenses of the
      portfolios may

                                       10
<PAGE>

/(8)/  Total Portfolio Annual                    the custodian for the period
       Expenses for the Endeavor                 ended December 31, 1998 were
       Opportunity Value Portfolio               1.55% annualized.
       before waivers/reimbursement
       and credits allowed by the         /(11)/ Total Portfolio Annual
       custodian for the period ended            Expenses for the Endeavor High
       December 31, 1998 were 0.99%.             Yield Portfolio before
                                                 waivers/reimbursement and
/(9)/  Total Portfolio Annual                    credits allowed to the
       Expenses for the Dreyfus U.S.             custodian for the period ended
       Government Securities                     December 31, 1998 were 1.58%
       Portfolio before                          annualized.
       waiver/reimbursements and
       credits allowed by the             /(12)/ The Endeavor Janus Growth
       custodian for the period ended            Portfolio is new, so the Total
       December 31, 1998 were 0.73%.             Portfolio Annual Expenses
                                                 before waivers/reimbursement
/(10)/ Total Portfolio Annual                    for the period ending December
       Expenses for the Endeavor                 31, 1999 are estimated to be
       Select 50 Portfolio before                0.895%.
       waivers/reimbursement and
       credit allowed by

                                       11
<PAGE>

EXAMPLES

You would pay the following             entire certificate value is in the
expenses on a $1,000 investment         applicable mutual fund subaccount
(plus a 5% premium enhancement),        and assuming the family income
assuming a hypothetical 5% annual       protector rider has been selected:
return on assets, assuming the

<TABLE>
<CAPTION>
===============================================================================================================================
                                                                                        If the Certificate is annuitized at
                                            If the Certificate is surrendered        the end of the applicable time period or
                                               at the end of the applicable          if the Certificate is not surrendered or
                                                       time period.                                annuitized.
                                            -----------------------------------------------------------------------------------
Subaccounts                                   1          3          5          10         1          3          5         10
                                             Year       Years      Years      Years      Year       Years      Years     Years
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>        <C>         <C>        <C>        <C>        <C>        <C>       <C>
Endeavor Asset Allocation                    $111      $ 166       $215       $369        $31       $ 95       $162       $343
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Endeavor Money Market                        $109      $ 160       $205       $323        $29       $ 89       $152       $323
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income                  $111      $ 168       $218       $374        $31       $ 97       $165       $348
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price Growth Stock                   $111      $ 168       $219       $376        $31       $ 97       $166       $350
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock            $112      $ 172       $225       $387        $32       $101       $171       $360
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Endeavor Value Equity                        $111      $ 168       $218       $374        $31       $ 97       $165       $348
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Endeavor Opportunity Value                   $113      $ 172       $225       $388        $33       $101       $172       $361
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Endeavor Enhanced Index                      $114      $ 175       $231       $398        $34       $104       $178       $372
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Dreyfus U.S. Government Securities           $110      $ 164       $211       $361        $30       $ 93       $158       $335
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Dreyfus Small Cap Value                      $112      $ 171       $223       $383        $32       $ 99       $169       $357
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Endeavor Select 50                           $118      $ 187       $250       $435        $38       $116       $197       $408
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Endeavor High Yield                          $116      $ 182       $241       $417        $36       $110       $187       $391
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Endeavor Janus Growth                        $111      $ 168       $219       $376        $31       $ 97       $166       $350
- ------------------------------------------------------------------------------------------------------------------------------
==============================================================================================================================
</TABLE>

The above tables should assist you      those shown. The assumed 5% annual
in understanding the costs and          return is hypothetical and should
expenses that you will bear,            not be considered a representation
directly or indirectly. These           of past or future annual returns,
include the 1998 expenses of the        which may be greater or less than
underlying portfolios, except for       the assumed rate.
Endeavor Janus Growth (whose
expenses listed above are estimates     In the examples, the $40 annual
for the first full year of              service charge is reflected as a
operations). In addition to the         charge of ________% based on
expenses listed above, premium          average certificate value of
taxes may be applicable.                $___________.

These examples should not be            These examples also reflect the
considered a representation of past     annual fee of 0.30% for the family
or future expenses, and actual          income protector rider.
expenses may be greater or less
than

                                       12
<PAGE>

Expenses would be lower if you do       The certificate is a "variable"
not elect that rider.                   annuity because the value of your
                                        investments can go up or down based
Financial Information. The              on the performance of your
subaccounts had not commenced           investment choices. If you invest
operations as of December 31, 1998,     in the mutual fund account, the
therefore there is no condensed         amount of money you are able to
financial information to report as      accumulate in your certificate
of the date of this prospectus.         during the accumulation phase
                                        depends upon the performance of
                                        your investment choices. The amount
1.  THE GENERATIONS PLUS VARIBLE        of annuity payments you receive
    ANNUITY                             during the income phase from the
                                        mutual fund account also depends
This prospectus describes The           upon the investment performance of
Endeavor Generations Plus Variable      your investment choices for the
Annuity certificate offered by PFL      income phase.
Life Insurance Company.
                                        The certificate also contains a
An annuity is a contract between        fixed account. The fixed account
you, the certificate owner, and an      offers interest at rates that are
insurance company (in this case         guaranteed by PFL not to decrease
PFL), where the insurance company       during the selected guaranteed
promises to pay you an income in        period. There may be different
the form of annuity payments. These     interest rates for each different
payments begin on a designated          guaranteed period that you select.
date, referred to as the annuity
commencement date. Until the            2.  ANNUITY PAYMENTS
annuity commencement date, your             (THE INCOME PHASE)
annuity is in the accumulation
phase and the earnings are tax          You choose the annuity commencement
deferred. Tax deferral means you        date. You can change this date by
generally are not taxed on your         giving us 30 days written notice
annuity until you take money out of     before the current annuity
your annuity. After the annuity         commencement date. The new annuity
commencement date, your annuity         commencement date must be at least
switches to the income phase.           30 days after we receive notice of
                                        the change. The latest annuity
The Generations Plus Variable           commencement date cannot be after
Annuity consists of (a) a group         the certificate month following the
annuity contract that we, PFL Life      month in which the annuitant
Insurance Company, issue to the         attains age 95.
contract holder, and (b) an
individual certificate that we          Election of Annuity Payment Option.
issue to you. This prospectus           ----------------------------------
describes your certificate. The         Before the annuity commencement
certificate is a flexible premium       date, if the annuitant is alive,
variable annuity. You can use the       you may choose an annuity payment
certificate to accumulate funds for     option or change your election. If
retirement or other long-term           the annuitant dies before the
financial planning purposes. Your       annuity commencement date, the
individual investment and your          beneficiary may elect to receive
rights are determined primarily by      the death benefit in a lump sum or
your own certificate.                   under one of the annuity payment
                                        options.
It is a "flexible premium" annuity
because after you purchase it, you      Unless you specify otherwise, the
can generally make additional           annuitant will receive the annuity
investments of any amount of $50 or     payments. After the annuitant's
more, until the annuity                 death, the beneficiary will receive
commencement date. But you are not      any remaining guaranteed payments.
required to make any additional
investments.

                                       13
<PAGE>

Annuity Payment Options                 The annuity payment options are
                                        explained below. Options 1, 2, and
The certificate provides five           4 are fixed only. Options 3 and 5
annuity payment options that are        can be fixed or variable.
described below. You may chose any
combination of annuity payment          Payment Option 1--Interest
options. We will use your adjusted      --------------------------
certificate value to provide these      Payments. We will pay the interest
annuity payments. The adjusted          --------
certificate value is the                on the amount we use to provide
certificate value increased or          annuity payments in equal payments,
decreased by any applicable excess      or this amount may be left to
interest adjustment. If the             accumulate for a period of time you
adjusted certificate value on the       and PFL agree to. You and PFL will
annuity commencement date is less       agree on withdrawal rights when you
than $2,000, PFL reserves the right     elect this option.
to pay it in one lump sum in lieu
of applying it under an annuity         Payment Option 2--Income for a
payment option. You can receive         ------------------------------
annuity payments monthly,               Specified Period. We will make
quarterly, semi-annually, or            ----------------
annually.                               level payments only for the fixed
                                        period you choose. No funds will
Unless you choose to receive            remain at the end.
variable payments under annuity
payment options 3 or 5, the amount      Payment Option 3--Life Income. You
of each payment will be set on the      -----------------------------
annuity commencement date and will      may choose between:
not change. You may, however,
choose to receive variable payments        Fixed Payments
under payment options 3 and 5. The
dollar amount of the first variable        .  No Period Certain--We will
payment will be determined in                 make level payments only
accordance with the annuity payment           during the annuitant's
rates set forth in the applicable             lifetime.
table contained in the group
contract and/or certificate. The           .  10 Years Certain--We will
dollar amount of additional                   make level payments for the
variable payments will vary based             longer of the annuitant's
on the investment performance of              lifetime or ten years.
the mutual fund subaccount(s). The
dollar amount of each variable             .  Guaranteed Return of
payment after the first may                   Certificate Proceeds--We will
increase, decrease, or remain                 make level payments for the
constant. If the actual investment            longer of the annuitant's
performance exactly matched the               lifetime or until the total
assumed investment return of 5% at            dollar amount of payments we
all times, the amount of each                 make to you equals the amount
variable annuity payment would                applied to this option.
remain equal. If actual investment
performance exceeds the assumed            Variable Payments
investment return, the amount of
the variable annuity payments would        .  No Period Certain--Payments
increase. Conversely, if actual               will be made only during the
investment performance is lower               lifetime of the annuitant.
than the assumed investment return,
the amount of the variable annuity         .  10 Years Certain--Payments
payments would decrease.                      will be made for the longer
                                              of the annuitant's lifetime
A charge for premium taxes and an             or ten years.
excess interest adjustment may be
made when annuity payments begin.       Payment Option 4--Income of a
                                        -----------------------------
                                        Specified Amount. Payments are made
                                        ----------------
                                        for any specified amount until the
                                        amount applied to this option, with
                                        interest, is exhausted. This will
                                        be a series of level payments
                                        followed by a smaller final
                                        payment.

                                       14
<PAGE>

Payment Option 5--Joint and             3.  PURCHASE
- ---------------------------
Survivor Annuity. You may choose        Certificate Issue Requirements
- ----------------
between:                                PFL will issue a certificate IF:

  Fixed Payments                        .  PFL receives all information
                                           needed to issue the certificate;
  .  Payments are made during the
     joint lifetime of the payee        .  PFL receives a minimum initial
     and a joint payee of your             premium payment; and
     selection. Payments will be
     made as long as either person      .  You (annuitant and any joint
     is living.                            certificate owner) are age 84 or
                                           younger.
  Variable Payments
                                        Premium Payments
  .  Payments are made as long as
     either the payee or the joint      You should make checks for premium
     payee is living.                   payments payable only to PFL Life
                                        Insurance Company and send them to
Other annuity payment options may       the administrative and service
be arranged by agreement with PFL.      office. Your check must be honored
Certain annuity payment options may     in order for PFL to pay any
not be available in all states.         associated payments and benefits
                                        due under the certificate.
NOTE CAREFULLY:
- ---------------                         Initial Premium Requirements

IF:                                     The initial premium payment for
                                        nonqualified certificates must be
 .  you choose Life Income with No       at least $5,000, and at least
   Period Certain or a Joint and        $2,000 for qualified certificates.
   Survivor Annuity; and                There is no minimum initial premium
                                        payment for certificates issued
 .  the annuitant(s) dies before the     under section 403(b) of the
   due date of the second annuity       Internal Revenue Code; however,
   payment;                             your premium must be received
                                        within 90 days of the certificate
THEN:                                   date or your certificate will be
                                        canceled. We will credit your
 .  we may make only one annuity         initial premium payment to your
   payment.                             certificate within two business
                                        days after the day we receive it
IF:                                     and your complete certificate
                                        information. If we are unable to
 .  you choose Income for a              credit your initial premium
   Specified Period, Life Income        payment, we will contact you within
   with 10 years Certain, Life          five business days and explain why.
   Income with Guaranteed Return of     We will also return your initial
   Certificate Proceeds, or Income      premium payment at that time unless
   of a Specified Amount; and           you tell us to keep it and credit
                                        it as soon as possible.
 .  the person receiving payments
   dies prior to the end of the         The date on which we credit your
   guaranteed period;                   initial premium payment to your
                                        certificate is the certificate
THEN                                    date. The certificate date is used
                                        to determine certificate years,
 .  the remaining guaranteed             certificate months and certificate
   payments will be continued to        anniversaries.
   that person's beneficiary, or
   their present value may be paid
   in a single sum.

We will not pay interest on amounts
represented by uncashed annuity
payment checks if the postal or
other delivery service is unable to
deliver checks to the payee's
address of record. The payee is
responsible to keep PFL informed of
the payee's current address of
record.

                                       15
<PAGE>

Additional Premium Payments             You may change allocations for
                                        future additional premium payments
You are not required to make any        by sending us written instructions
additional premium payments.            or by telephone, subject to the
However, you can make additional        limitations described under
premium payments as often as you        "Telephone Transactions." The
like during the lifetime of the         allocation change will apply to
annuitant and during the                premium payments received after the
accumulation phase. Additional          date we receive the change request.
premium payments must be at least
$50. We will credit additional          Certificate value
premium payments to your
certificate as of the business day      You should expect your certificate
we receive your premium and             value to change from valuation
required information.                   period to valuation period. A
                                        valuation period begins at the
Maximum Total Premium Payments          close of trading on the New York
                                        Stock Exchange on each business day
We allow premium payments up to a       and ends at the close of trading on
total of $1,000,000 without prior       the next succeeding business day. A
approval.                               business day is each day that the
                                        New York Stock Exchange is open.
Premium Enhancement                     The New York Stock Exchange
                                        generally closes at 4:00 p.m.
An amount equal to 5% of the            eastern time. Holidays are
initial premium payment will be         generally not business days.
added to the certificate value (4%
if you are 70 years old or older).      4.  INVESTMENT CHOICES
The amount of the premium
enhancement is not considered a         The Mutual Fund Account
premium payment. The premium
enhancement percentage may vary         There are currently thirteen
from premium to premium on              variable subaccounts available
subsequent premium payments, but        under the certificates.
will never be less than 0.25% nor
more than 7%. A confirmation will       The mutual fund subaccounts invest
be sent advising the certificate        in shares of the various portfolios
holder of the amount of premium         of the Endeavor Series Trust. The
enhancement applicable to each          companies that provide investment
subsequent premium payment. No          advice and administrative services
premium enhancement will apply if       for the underlying portfolios
the certificate is cancelled            offered through this certificate
pursuant to the Right to Cancel         are listed below. The following
provision.                              mutual fund investment choices are
                                        currently offered through this
Allocation of Premium Payments          certificate:

When you purchase a certificate, we     Subadvised by Morgan Stanley
will allocate your premium payment      Asset Management Inc.
(plus the premium enhancement) to         Endeavor Asset Allocation
the investment choices you select.        Portfolio
Your allocation must be in whole          Endeavor Money Market Portfolio
percentages and must total 100%. We     Subadvised by T. Rowe Price
will allocate additional premium        Associates, Inc.
payments the same way, unless you         T. Rowe Price Equity Income
request a different allocation. If        Portfolio
you allocate premium payments to          T. Rowe Price Growth Stock
the dollar cost averaging fixed           Portfolio
account, you must give us               Subadvised by Rowe Price-Fleming
directions regarding the mutual         International, Inc.
fund subaccount(s) to which               T. Rowe Price International Stock
transfers are to be made or we            Portfolio
cannot accept your premium payment.     Subadvised  by OpCap Advisors
                                          Endeavor Value Equity Portfolio
                                          Endeavor Opportunity Value
                                          Portfolio

                                       16
<PAGE>

Subadvised by J.P. Morgan               Company Act of 1940 (the "1940
Investment Management Inc.              Act"). Accordingly, neither the
  Endeavor Enhanced Index Portfolio     general account nor any interests
Subadvised by The Dreyfus               therein are generally subject to
Corporation                             the provisions of the 1933 or 1940
  Dreyfus U.S. Government               Acts. PFL has been advised that the
  Securities Portfolio                  staff of the SEC has not reviewed
  Dreyfus Small Cap Value Portfolio     the disclosures in this prospectus
Subadvised  by Montgomery Asset         which relate to the fixed account.
Management, LLC
  Endeavor Select 50 Portfolio          We guarantee that the interest
Subadvised by Massachusetts             credited to the fixed account will
Financial                               not be less than 3% per year. At
Services Company                        the end of a guaranteed period
  Endeavor High Yield Portfolio         option you selected, the value in
Subadvised by Janus Capital             that guaranteed period option will
Corporation                             automatically be transferred into a
  Endeavor Janus Growth Portfolio       new guaranteed period option of the
                                        same length (or the next shorter
The general public may not purchase     period if the same period is no
shares of these underlying              longer offered) at the current
portfolios. The investment              interest rate for that period. You
objectives and policies may be          can transfer to another investment
similar to other portfolios and         choice by giving us notice within
mutual funds managed by the same        30 days before the end of the
investment adviser or manager that      expiring guaranteed period.
are sold directly to the public.
You should not expect that the          Surrenders or partial withdrawals
investment results of the               from a guaranteed period option of
underlying funds to be the same as      the fixed account are subject to an
those of the other portfolios or        excess interest adjustment. This
mutual funds.                           adjustment may increase or decrease
                                        the amount of interest credited to
More detailed information,              your certificate. The excess
including an explanation of the         interest adjustment will not
portfolio's investment objectives,      decrease the interest credited to
may be found in the current             your certificate below 3% per year,
prospectus for the Endeavor Series      however. You bear the risk that we
Trust, which is attached to this        will not credit interest greater
prospectus. You should read the         than 3% per year. We determine
prospectus for the Endeavor Series      credited rates, which are
Trust carefully before you invest.      guaranteed for at least one year,
                                        in our sole discretion.
We may receive expense
reimbursements or other revenues        If you select the fixed account,
from the Endeavor Series Trust or       your money will be placed with the
its manager. The amount of these        other general assets of PFL. The
reimbursements or revenues, if any,     amount of money you are able to
may be based on the amount of           accumulate in the fixed account
assets that PFL or the mutual fund      during the accumulation phase
account invests in the underlying       depends upon the total interest
portfolios.                             credited. The amount of annuity
                                        payments you receive during the
The Fixed Account                       income phase from the fixed portion
                                        of your certificate will remain
Premium payments allocated and          level for the entire income phase.
amounts transferred to the fixed
account become part of the general      Transfers
account of PFL. Interests in the
general account have not been           During the accumulation phase, you
registered under the Securities Act     may make transfers from any mutual
of 1933 (the "1933 Act"), nor is        fund subaccount as often as you
the general account registered as       wish within certain limitations.
an investment company under the
Investment

                                       17
<PAGE>

Transfers from a guaranteed period      Transfers may be made by telephone,
option of the fixed account are         subject to the limitations
limited to the following:               described below under "Telephone
At the end of a guaranteed period,      Transactions."
you must notify us within 30 days
prior to the end of the guaranteed      Currently, there is no charge for
period that you wish to transfer        transfers. However, the number of
the amount in that guaranteed           transfers permitted may be limited
period option to another investment     in the future and charges per
choice.                                 transfer may apply in the future.
                                        We reserve the right to prohibit
 .  Transfers of amounts equal to        transfers to the fixed account if
   interest credited. This may          we are crediting an effective
   affect your overall interest-        annual interest rate of 3.0%.
   crediting rate, because
   transfers are deemed to come         Family Income Protector
   from the oldest premium payment
   first.                               The optional "family income
                                        protector" rider assures you of a
 .  Other than at the end of a           minimum level of income in the
   guaranteed period, transfers of      future by guaranteeing a minimum
   amounts from the guaranteed          annuitization value (discussed
   period option in excess of           below) after 10 years. You may
   amounts equal to interest            elect to purchase this benefit,
   credited, are subject to an          which guarantees a minimum amount
   excess interest adjustment. If       you will have to apply to a family
   it is a negative adjustment, the     income protector annuity payment
   maximum amount you can transfer      option and which guarantees a
   is 25% of the amount in that         minimum amounts of those payments
   guaranteed period option, less       once you begin to receive them. By
   any previous transfers during        electing this benefit, you can
   the current certificate year. If     participate in the gains of the
   it is a positive adjustment, we      underlying variable investment
   do not limit the amount that you     options you select while knowing
   can transfer.                        that you are guaranteed a minimum
                                        level of income in the future,
There are no transfers permitted        regardless of the performance of
out of the dollar cost averaging        the underlying variable investment
fixed account option except through     options.
the dollar cost averaging program.
                                        You can annuitize under the Family
Each transfer must be at least $500     Income Protector (subject to the
(or the entire mutual fund              conditions described below) at the
subaccount value), except for           greater of the adjusted certificate
transfers of guaranteed period          value (described above) or the
option amounts equal to interest        minimum annuitization value.
credited, for which there is a
minimum transfer amount of $50. If      Minimum Annuitization Value.  The
less than $500 remains, then we         ---------------------------
reserve the right to either deny        minimum annuitization value is:
the transfer or include that amount
in the transfer.                        .  the certificate value on the
                                           date the rider is issued,
During the income phase of your
certificate, you may transfer           .  plus any additional premium
values out of any mutual fund              payments (not including any
subaccount up to four times per            premium enhancement),
year. However, you cannot transfer
values out of the fixed account in      .  minus an adjustment for any
this phase. The minimum amount that        withdrawals made after the date
can be transferred during this             the rider is issued,
phase is the lesser of $10 of
monthly income, or the entire           .  accumulated at the annual growth
monthly income of the annuity units        rate written on page one of the
in the mutual fund subaccount from         rider,
which the transfer is being made.
                                        .  minus any premium taxes.

                                       18
<PAGE>

The annual growth rate is currently     after the rider is added. However,
6% per year; PFL may, at its            all of these benefit specifications
discretion, change the rate in the      may change if you elect to upgrade
future, but the rate will never be      the minimum annuitization value.
less than 3% per year, and once the
rider is added to your certificate,     Minimum Annuitization Value
the annual growth rate will not         ---------------------------
vary during the life of that rider.     Upgrade. You can upgrade your
Withdrawals may reduce the minimum      -------
annuitization value on a basis          minimum annuitization value to the
greater than dollar-for-dollar. See     certificate value within 30 days
the Statement of Additional             after any certificate anniversary
Information for more information.       before your 85th birthday (earlier
                                        if required by state law). For your
The minimum annuitization value may     convenience, we will put the last
only be used to annuitize using the     date to upgrade on page one of the
family income protector payment         rider.
options and may not be used with
any of the other annuity payment        If you upgrade, the current rider
options listed in section 2. The        will terminate and a new one will
family income protector payment         be issued with its own specified
options are:                            guaranteed benefits and fees.
                                        Please note that the benefits and
 .  Life Income - An election may be     fees under the new rider may differ
   made for "No Period Certain" or      from your benefits and fees prior
   "10 Years Certain". In the event     to upgrading.
   of the death of the annuitant
   prior to the end of the chosen       Conditions of Exercise of the
   period certain, the remaining        -----------------------------
   period certain payments will be      Family Income Protector. You can
   continued to the beneficiary.        -----------------------
                                        only annuitize using the family
 .  Joint and Full Survivor - An         income protector within the 30 days
   election may be made for "No         after the tenth or later
   Period Certain" or "10 Years         certificate anniversary after the
   Certain". Payments will be made      family income protector is elected
   as long as either the annuitant      or, in the case of an upgrade of
   or joint annuitant is living. In     the minimum annuitization value,
   the event of the death of both       the tenth or later certificate
   the annuitant and joint              anniversary following the upgrade;
   annuitant prior to the end of        PFL may, at its discretion, change
   the chosen period certain, the       the waiting period before the
   remaining period certain             family income protector can be
   payments will be continued to        exercised in the future. You
   the beneficiary.                     cannot, however, annuitize using
                                        the family income protector after
The minimum annuitization value is      the certificate anniversary after
used to calculate the family income     your 94th birthday (earlier if
protector payment and does not          required by state law). For your
establish or guarantee a                convenience, we will put the first
certificate value or guarantee          and last date to annuitize using
performance of any investment           the family income protector on page
option.                                 one of the rider.

In addition to the annual growth        Note Carefully -- If you annuitize
rate, other benefits and fees under     at any time other than indicated
the rider (the rider fee, the fee       above, you cannot use the family
waiver threshold, guaranteed            income protector.
payment fee, and the waiting period
before the family income protector      Guaranteed Minimum Stabilized
can be exercised, as well as the        -----------------------------
annual growth rate) are also            Payments. Annuity payments under
guaranteed not to change                --------
                                        the family income protector are
                                        guaranteed to never be less than
                                        the initial payment. See the
                                        Statement of Additional Information
                                        for information concerning the
                                        calculation of the initial payment.
                                        The payments will also be
                                        "stabilized" or held constant
                                        during each certificate year.

                                       19
<PAGE>

Under the family income protector,      The guaranteed payment fee is
each annuity payment will be the        included on page one of the rider.
greater of the stabilized payment
or the payment calculated without       Termination.  The family income
regard to the stabilized payments.      -----------
During the first certificate year       protector is irrevocable. You have
after annuitizing using the family      the option not to use the benefit
income protector, each stabilized       but you will not receive a refund
payment will equal the initial          of any fees you have paid. The
payment. On each certificate            family income protector will
anniversary thereafter, the             terminate upon the earliest of the
stabilized payment will increase or     following:
decrease depending on the
performance of the investment           .  annuitization (you will still
options you selected, and then be          get guaranteed minimum
held constant at that amount for           stabilized payments if you
that certificate year. The                 annuitize using the minimum
stabilized payment on each                 annuitization value under the
certificate anniversary will equal         family income protector),
the greater of the initial payment
or the payment supportable by the       .  upgrade of the minimum
annuity units in the selected              annuitization value (although a
investment options. See the                new rider will be issued),
Statement of Additional Information
for additional information              .  termination of your certificate,
concerning stabilized payments.            or

Family Income Protector Rider Fee.      .  30 days after the certificate
- ---------------------------------          anniversary after your 94th
A rider fee, currently 0.30% of the        birthday (earlier if required by
minimum annuitization value on the         state law).
previous certificate anniversary,
is charged annually prior to            The family income protector does
annuitization. We will also charge      not establish or guarantee
this fee if you take a complete         certificate value or guarantee
withdrawal. PFL may change the          performance of any investment
rider fee percentage in the future,     option. Because this benefit is
but it will never be greater than       based on conservative actuarial
0.50%. The rider fee is deducted        factors, the level of lifetime
from each variable investment           income that it guarantees may be
option in proportion to the amount      less than the level that would be
of certificate value in each            provided by application of the
subaccount.                             certificate value at otherwise
                                        applicable adjusted annuity
The rider fee on any given              factors. Therefore, the family
certificate anniversary will be         income protector should be regarded
waived if the certificate value         as a safety net. The costs of
exceeds the fee waiver threshold.       annuitizing under the Family Income
The fee waiver threshold currently      Protector include the guaranteed
is two times the minimum                payment fee, and also the lower
annuitization value. PFL may, at        payout levels inherent in the
its discretion, change the fee          annuity tables used for those
waiver threshold in the future, but     minimum payouts. These costs should
it will never be greater than two       be balanced against the benefits of
and one-half times the minimum          a minimum payout level.
annuitization value.
                                        Dollar Cost Averaging Program
Guaranteed Payment Fee.  A
- ----------------------                  During the accumulation phase, you
guaranteed payment fee, currently       may instruct us to automatically
equal to an effective annual rate       transfer money from the dollar cost
of 1.25% of the daily net asset         averaging fixed account option, the
value in the mutual fund account,       Endeavor Money Market Subaccount,
is reflected in the amount of the       or the Dreyfus U.S. Government
variable payments you receive if        Securities Subaccount, into any
you annuitize under the family          other mutual fund subaccounts. You
income protector rider. PFL may         may specify the dollar amount to be
change the guaranteed payment fee       transferred either monthly or
in the future, but it will never be     quarterly; however each transfer
greater than 2.25%.                     must be at least $500. A minimum of
                                        6 monthly or 4 quarterly transfers
                                        are required and a maximum of 24
                                        months or 8 quarterly transfers

                                       20
<PAGE>

are allowed. Transfers must begin       requesting a transaction by
within 30 days. We will make the        telephone. We may also require
transfers on the 28th day of the        written confirmation of your
applicable month. There is no           request. We will not be liable for
charge for this program.                following telephone requests that
                                        we believe are genuine. Telephone
Dollar cost averaging buys more         requests must be received while the
accumulation units when prices are      New York Stock Exchange is open to
low and fewer accumulation units        assure same-day pricing of the
when prices are high. It does not       transaction. We may discontinue
guarantee profits or assure that        this option at any time.
you will not experience a loss. You
should consider your ability to         5.  EXPENSES
continue the dollar cost averaging
program during all economic             There are charges and expenses
conditions.                             associated with your certificate
                                        that reduce the return on your
We may credit different interest        investment in the certificate.
rates for dollar cost averaging
programs of varying time periods.       Surrender Charge
If you discontinue the dollar cost
averaging program before its            During the accumulation phase, you
completion, then the interest           can withdraw part or all of the
credited on amounts in the dollar       cash value. Cash value is the
cost averaging fixed account may be     certificate value increased or
adjusted downward, but not below        decreased by any excess interest
the minimum guaranteed effective        adjustment and decreased by any
annual interest rate of 3%.             applicable surrender charge,
                                        premium taxes, and Family Income
Asset Rebalancing                       Protector rider fees, and less the
                                        annual Service Charge. We may apply
During the accumulation phase you       a surrender charge to compensate us
can instruct us to automatically        for expenses relating to sales,
rebalance the amounts in your           including commissions to registered
mutual fund subaccounts to maintain     representatives and other
your desired asset allocation. This     promotional expenses. After the
feature is called asset rebalancing     first year, you can withdraw up to
and can be started and stopped at       10% of your cumulative premium
any time free of charge. However,       payments once each certificate year
we will not rebalance if you are in     free of surrender charges. This
the dollar cost averaging program       amount is referred to as the free
or if any other transfer is             percentage and is determined at the
requested. Asset rebalancing            time of the withdrawal. If you
ignores amounts in the fixed            withdraw money in excess of 10% of
account. You can choose to              your cumulative premium payments ,
rebalance monthly, quarterly, semi-     you might have to pay a surrender
annually, or annually.                  charge, which is a contingent
                                        deferred sales charge, on the
Telephone Transactions                  excess amount. The following
                                        schedule shows the surrender
You may make transfers and change       charges that apply during the nine
the allocation of additional            years following each premium
premium payments by telephone IF:       payment:

 .  you select the "Telephone
   Transfer/Reallocation
   Authorization" box in the
   certificate enrollment form or
   enrollment information; or

 .  you later make this request in
   writing.

You will be required to provide
certain information for
identification purposes when

                                       21
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------
Number of Years  Surrender Charge       The mortality and expense risk fee
 Since Premium  (as a percentage of     is at an annual rate of 1.35% of
 Payment Date    premium withdrawn)     assets. This annual fee is assessed
- -----------------------------------     daily based on the net asset value
<S>             <C>                     of each mutual fund subaccount.
     0 - 1              8%
- -----------------------------------     If this charge does not cover our
     1 - 2              8%              actual costs, we absorb the loss.
- -----------------------------------     Conversely, if the charge more than
     2 - 3              8%              covers actual costs, the excess is
- -----------------------------------     added to our surplus. We expect to
     3 - 4              7%              profit from this charge. We may use
- -----------------------------------     any profit for any proper purpose,
     4 - 5              6%              including distribution expenses.
- -----------------------------------
     5 - 6              5%              Administrative Charges
- -----------------------------------
     6 - 7              4%              We deduct an administrative charge
- -----------------------------------     to cover the costs of administering
      7-8               3%              the annuity (including certain
- -----------------------------------     distribution-related expenses).
      8-9               2%              This daily charge is equal to an
- -----------------------------------     annual rate of 0.40% of the daily
   9 or more            0%              net asset value of the mutual fund
- -----------------------------------     account.
</TABLE>
                                        In addition, an annual service
For example, assume your premium        charge of $40 (but not more than 2%
payments total $100,000 at the          of the certificate value) is
beginning of certificate year 2 and     charged on each certificate
you withdraw $30,000. Since that        anniversary and at surrender. The
amount is more than your free           service charge is waived if your
percentage, you would pay a             certificate value is at least
surrender charge of $1,600 on the       $100,000 or if the sum of your
$20,000 remaining after the free        premiums, less all partial
percentage (8% of ($30,000 -            withdrawals, is at least $100,000.
$10,000)).
                                        Premium Taxes
You receive the full amount of a
requested partial withdrawal            Some states assess premium taxes on
because we deduct any applicable        the premium payments you make. We
excess interest adjustment and          currently do not deduct for these
surrender charge from your              taxes at the time you make a
remaining certificate value. You        premium payment. However, we will
receive your cash value upon full       deduct the total amount of premium
surrender.                              taxes, if any, from the certificate
                                        value when:
For surrender charge purposes, the
oldest premium is considered to be      .  you elect to begin receiving
withdrawn first.                           annuity payments;

Keep in mind that withdrawals may       .  you surrender the certificate;
be taxable, and if made before age         or
59 1/2, may be subject to a 10%
federal penalty tax. For tax            .  you die and a death benefit is
purposes, withdrawals are                  paid (you must also be the
considered to come from earnings           annuitant for the death benefit
first.                                     to be paid).

Surrender charges are waived if you     Generally, premium taxes range from
withdraw money under the nursing        0% to 3.50%, depending on the
care and terminal condition             state.
withdrawal option or unemployment
waiver.

Mortality and Expense Risk Fee

We charge a fee as compensation for
bearing certain mortality and
expense risks under the
certificate. Examples include a
guarantee of annuity rates, the
death benefits, certain expenses of
the certificate, and assuming the
risk that the current charges will
be insufficient in the future to
cover costs of administering the
certificate.

                                       22
<PAGE>

Federal, State and Local Taxes          Annuities in General

We may in the future deduct charges     Deferred annuities are a way of
from the certificate for any taxes      setting aside money for future
we incur because of the                 needs like retirement. Congress
certificate. However, no deductions     recognized how important saving for
are being made at the present time.     retirement is and provided special
                                        rules in the Internal Revenue Code
Transfer Fee                            for annuities.

You are allowed to make 12 free         Simply stated, these rules provide
transfers per year before the           that generally you will not be
annuity commencement date. If you       taxed on the earnings, if any, on
make more than 12 transfers per         the money held in your annuity
year, we reserve the right to           certificate until you take the
charge $10 for each transfer.           money out. This is referred to as
Premium payments, asset rebalancing     tax deferral. There are different
and dollar cost averaging transfers     rules as to how you will be taxed
are not considered transfers. All       depending on how you take the money
transfer requests made at the same      out and the type of annuity -
time are treated as a single            qualified or nonqualified
request.                                (discussed below).

Family Income Protector                 You will not be taxed on increases
                                        in the value of your annuity until
If you elect the family income          a distribution occurs - either as a
protector, there is an annual rider     withdrawal or as annuity payments.
fee during the accumulation phase
of 0.30% of the minimum                 When a non-natural person (e.g.,
annuitization value, and a              corporation or certain other
guaranteed payment fee during the       entities other than tax-qualified
income phase of 1.25% of the daily      trusts) owns a nonqualified
net asset value if you annuitize        annuity, the certificate will
under the rider. The annual rider       generally not be treated as an
fee is also deducted upon a             annuity for tax purposes.
complete withdrawal. (See Section
4, "INVESTMENT CHOICES - Family         Qualified and Nonqualified Annuities
Income Protector.")
                                        If you purchase the certificate
Portfolio Management Fees               under an individual retirement
                                        annuity, a pension plan, or
The value of the assets in each         specially sponsored program, your
mutual fund subaccount will reflect     certificate is referred to as a
the fees and expenses paid by the       qualified annuity.
underlying fund. A description of
these expenses is found in the          Qualified annuities are issued in
prospectus for the Endeavor Series      connection with the following
Trust.                                  plans:

6.  TAXES                               .  Individual Retirement Annuity
                                           (IRA): A traditional IRA allows
NOTE:  PFL has prepared the                individuals to make
following information on federal           contributions, which may be
income taxes as a general                  deductible, to the certificate.
discussion of the subject. It is           A Roth IRA also allows
not intended as tax advice to any          individuals to make
individual. You should consult your        contributions to the
own tax adviser about your own             certificate, but it does not
circumstances. PFL has included an         allow a deduction for
additional discussion regarding            contributions, and distributions
taxes in the Statement of                  may be tax-free if the owner
Additional Information.                    meets certain rules.

                                        .  Tax-Sheltered Annuity (403(b)
                                           Plan): A 403(b) Plan may be made
                                           available to employees of
                                           certain public school systems
                                           and tax-exempt organizations and
                                           permits

                                       23
<PAGE>

contributions to the certificate on     .  which come from premium payments
a pre-tax basis.                           made prior to August 14, 1982.

 .  Corporate Pension and Profit-        All deferred non-qualified annuity
   Sharing and H.R. 10 Plan:            annuities that are issued by PFL
   Employers and self-employed          Life (or its affiliates) to the
   individuals can establish            same owner during any calendar year
   pension or profit-sharing plans      are treated as one annuity for
   for their employees or               purposes of determining the amount
   themselves and make                  includable in the owner's income
   contributions to the certificate     when a taxable distributions
   on a pre-tax basis.                  occurs.

 .  Deferred Compensation Plan (457      Withdrawals - Qualified Annuities
   Plan): Certain governmental and
   tax-exempt organizations can         The above information describing
   establish a plan to defer            the taxation of nonqualified
   compensation on behalf of their      annuities does not apply to
   employees through contributions      qualified annuities. There are
   to the certificate.                  special rules that govern with
                                        respect to qualified annuities.
If you purchase the certificate as      Generally, these rules restrict:
an individual and not under an
individual retirement annuity,          .  the amount that can be
403(b) plan, 457 plan, or pension          contributed to the certificate
or profit sharing plan, your               during any year; and
certificate is referred to as a
nonqualified annuity.                   .  the time when amounts can be
                                           paid from the certificates.
Withdrawals - Nonqualified Annuities
                                        In addition, a penalty tax may be
If you make a withdrawal from your      assessed on amounts withdrawn from
certificate before the annuity          the certificate prior to the date
commencement date, the Internal         you reach age 59 1/2, unless you
Revenue Code treats that withdrawal     meet one of the exceptions to this
as first coming from earnings and       rule. You may also be required to
then from your premium payments.        begin taking minimum distributions
When you make a withdrawal you are      from the certificate by a certain
taxed on the amount of the              date. The terms of the plan may
withdrawal that is earnings. (The       limit the rights otherwise
excess interest adjustment              available to you under the
resulting from the withdrawal may       certificates.
affect the amount on which you are
taxed.) Different rules apply for       We have provided more information
annuity payments. See "Annuity          in the Statement of Additional
Payments" below.                        Information. You should consult
                                        your legal counsel or tax adviser
The Internal Revenue Code also          if you are considering purchasing a
provides that withdrawn earnings        certificate for use with any
may be subject to a penalty. The        retirement plan.
amount of the penalty is equal to
10% of the amount that is               Withdrawals - 403(b)  Annuities
includable in income. Some
withdrawals will be exempt from the     The Internal Revenue Code limits
penalty. They include any amounts:      the withdrawal of premium payments
                                        from certain 403(b) annuities.
 .  paid on or after the taxpayer        Withdrawals can generally only be
   reaches age 59 1/2;                  made when a certificate owner:
 .  paid after the taxpayer dies;
                                        .  reaches age 59 1/2;
 .  paid if the taxpayer becomes
   totally disabled (as that term       .  leaves his/her job;
   is defined in the Internal
   Revenue Code);                       .  dies;

 .  paid in a series of                  .  becomes disabled (as that term
   substantially equal payments            is defined in the Internal
   made annually (or more                  Revenue Code); or
   frequently) under a lifetime
   annuity;

 .  paid under an immediate annuity;
   or

                                       24
<PAGE>

  in the case of hardship. However,     payments you receive will be
  in the case of hardship, the          includable in your gross income.
  certificate owner can only
  withdraw the premium payments and     In general, the excludable portion
  not any earnings.                     of each annuity payment you receive
                                        will be determined as follows:
Diversification and Distribution
Requirements                            .  Fixed payments - by dividing the
                                           "investment in the contract" on
The Internal Revenue Code provides         the annuity commencement date by
that the underlying investments for        the total expected value of the
a variable annuity must satisfy            annuity payments for the term of
certain diversification                    the payments. This is the
requirements in order to be treated        percentage of each annuity
as an annuity. The annuity must            payment that is excludable.
also meet certain distribution
requirements at the death of an         .  Variable payments - by dividing
owner in order to be treated as an         the "investment in the contract"
annuity. These diversification and         on the annuity commencement date
distribution requirements are              by the total number of expected
discussed in the Statement of              periodic payments. This is the
Additional Information. PFL may            amount of each annuity payment
modify the group contract and              that is excludable.
certificate to attempt to maintain
favorable tax treatment.                The remainder of each annuity
                                        payment is includable in gross
Taxation of Death Benefit Proceeds      income. Once the "investment in the
                                        contract" has been fully recovered,
Amounts may be distributed from the     the full amount of any additional
certificate because of the death of     annuity payments is includable in
a certificate owner or the              gross income.
annuitant. Generally, such amounts
are includable in the income of the     If you select more than one annuity
recipient:                              payment option, special rules
                                        govern the allocation of the
 .  if distributed in a lump sum,        certificate's entire "investment in
   these amounts are taxed in the       the contract" to each such option,
   same manner as a full surrender;     for purposes of determining the
   or                                   excludable amount of each payment
                                        received under that option. We
 .  if distributed under an annuity      advise you to consult a competent
   payment option, these amounts        tax adviser as to the potential tax
   are taxed in the same manner as      effects of allocating amounts to
   annuity payments.                    any particular annuity payment
                                        option.
For these purposes, the "investment
in the contract" is not affected by     If, after the annuity commencement
the owner's or annuitant's death.       date, annuity payments stop because
That is, the "investment in the         an annuitant died, the excess (if
contract" remains generally the         any) of the "investment in the
total premium payments, less            contract" as of the annuity
amounts received, which were not        commencement date over the
includable in gross income. (The        aggregate amount of annuity
same tax treatment applies to any       payments received that was excluded
amounts distributed after an            from gross income is generally
owner's death.) The premium credit      allowable as a deduction for your
that we add to your certificate         last taxable year.
value is not included in the
investment in the contract.             Transfers, Assignments or Exchanges

Annuity Payments                        A transfer of ownership or
                                        assignment of a certificate, the
Although the tax consequences may       designation of an annuitant or
vary depending on the annuity           other beneficiary who is not also
payment option you select, in           the owner, the
general, for nonqualified and
certain qualified annuities, only a
portion of the annuity

                                       25
<PAGE>

selection of certain annuity            Withdrawals from the fixed account
commencement dates, or a change of      may also be subject to an excess
annnuitant, may result in certain       interest adjustment.
income or gift tax consequences to
the owner that are beyound the          Income taxes, federal tax penalties
scope of this discussion. An owner      and certain restrictions may apply
contemplating any such transfer,        to any withdrawals you make.
assignment, selection, or change
should contact a competent tax          During the income phase, the
adviser with respect to the             annuity payment option you select
potential tax effects of such a         will determine your access to the
transaction.                            money in your certificate.

Possible Tax Law Changes                Delay of Payment and Transfers

Although the likelihood of              Payment of any amount due from the
legislative changes in uncertain,       mutual fund account for a
there is always the possibility         surrender, a death benefit, or the
that the tax treatment of the           death of the owner of a
certificate could change by             nonqualified certificate, will
legislation or otherwise. You           generally occur within seven
should consult a tax adviser with       business days from the date all
respect to legislative developments     required information is received by
and their effect on the                 PFL. PFL may be permitted to defer
certificate.                            such payment from the mutual fund
                                        account if:
7.  ACCESS TO YOUR MONEY
                                        .  the New York Stock Exchange is
Surrenders                                 closed other than for usual
                                           weekends or holidays or trading
During the accumulation phase, you         on the Exchange is otherwise
can have access to the money in            restricted;
your certificate in several ways:
                                        .  an emergency exists as defined
 .  by making a withdrawal (either a        by the SEC or the SEC requires
   complete or partial withdrawal);        that trading be restricted; or
   or
                                        .  the SEC permits a delay for the
 .  by taking annuity payments.             protection of owners.

If you want to make a complete          In addition, transfers of amounts
withdrawal, you will receive the        from the mutual fund subaccounts
value of your certificate plus or       may be deferred under these
minus any excess interest               circumstances.
adjustment, minus:
                                        Pursuant to the requirements of
 .  surrender charges;                   certain state laws, we reserve the
                                        right to defer payment of the cash
 .  premium taxes;                       value from the fixed account for up
                                        to six months.
 .  the service charges; and
                                        Excess Interest Adjustment
 .  Family Income Protector rider
   fees.                                Money that you withdraw from a
                                        guaranteed period option of the
If you want to take a partial           fixed account before the end of its
withdrawal, in most cases it must       guaranteed period (the number of
be for at least $500. Unless you        years you specified the money would
tell us otherwise, we will take the     remain in the guaranteed period
withdrawal from each of the             option) may be subject to an excess
investment choices in proportion to     interest adjustment. At the time
the certificate value.                  you request a withdrawal, if
                                        interest rates set by PFL have
Remember that any withdrawal you        risen since the date of the initial
take will reduce the certificate        guarantee, the excess interest
value, and might reduce the amount      adjustment will result in a lower
of the death benefit. See Section       cash value on surrender. However,
9, Death Benefit, for more details.     if interest rates have fallen since
Withdrawals may be subject to a         the date of the initial guarantee,
surrender charge.

                                       26
<PAGE>

the excess interest adjustment will     This benefit may not be available
result in a lower cash value on         in all states. See the group
surrender. However, if interest         contract and certificate or
rates have fallen since the date of     endorsement for details and
the initial guarantee, the excess       conditions.
interest adjustment will result in
a higher cash value on surrender.       Unemployment Waiver
There will be no excess interest
adjustment on any of the following:     No surrender charges or excess
                                        interest adjustment will apply to
 .  lump sum withdrawals of the free     withdrawals if you or your spouse
   percentage available (see            is unemployed. In order to qualify,
   Surrender Charge, page _____         you (or your spouse, whichever is
   above);nursing care and terminal     applicable) must have been:
   condition withdrawals;
                                        .  employed full time for at least
 .  unemployment withdrawals;               two years prior to becoming
                                           unemployed; and
 .  withdrawals to satisfy any
   minimum distribution                 .  employed full time on the
   requirements; and systematic            certificate date; and
   payout option payments, which do
   not exceed 10% of your               .  unemployed for at least 60 days
   cumulative premium payments             in a row at the time of the
   divided by the number of payouts        withdrawal; and
   made per year.
                                        .  must have a minimum cash value
Certain conditions must be                 at the time of withdrawal of
satisfied. See the Statement of            $5,000.
Additional Information for more
details.                                This benefit is also available to
                                        the annuitant or annuitant's spouse
Systematic Payout Option                if the certificate owner is not a
                                        natural person.
You can receive regular payments
from your certificate by using the      You must provide written proof from
systematic payout option. Under         your State's Department of Labor,
this option, you can receive up to      which verifies that you qualify for
10% (annually) of your cumulative       and are receiving unemployment
premium payments free of surrender      benefits at the time of withdrawal.
charges. Payments can be made           This benefit may not be available
monthly, quarterly, semi-annually,      in all states. See the certificate
or annually.                            for details.

Nursing Care and Terminal Condition     8.  PERFORMANCE
Withdrawal Option
                                        The Mutual Fund Account
No surrender charges or excess
interest adjustment will apply if       PFL periodically advertises
you or your spouse has been:            performance of the various mutual
                                        fund subaccounts. We may disclose
 .  confined in a hospital or            at least four different kinds of
   nursing facility for 30 days in      performance. First, we may
   a row; or                            calculate performance by
                                        determining the percentage change
 .  diagnosed with a terminal            in the value of an accumulation
   condition (usually a life            unit by dividing the increase
   expectancy of 12 months or           (decrease) for that unit by the
   less).                               value of the accumulation unit at
                                        the beginning of the period. This
This benefit is also available to       performance number reflects the
the annuitant or annuitant's spouse     deduction of the mortality and
if the owner is not a natural           expense risk fees and
person.                                 administrative charges. It does not
                                        reflect the deduction of any
                                        applicable premium taxes or
                                        surrender charges. The deduction of
                                        any applicable premium taxes or

                                       27
<PAGE>

surrender charges would reduce the      Distribution requirements apply to
percentage increase or make greater     the certificate value upon the
any percentage decrease.                death of any certificate owner.
                                        These requirements are detailed in
Second, any advertisement will also     the Statement of Additional
include total return figures, which     Information.
reflect the deduction of the
mortality and expense risk fees,        When We Pay A Death Benefit
administrative charges and
surrender charges. These figures        Before the Annuity Commencement Date
will also reflect the premium           ------------------------------------
enhancement.                            We will pay a death benefit to your
                                        beneficiary
Third, for periods starting prior
to the date the annuities were          IF:
first offered, the performance will
be based on the historical              .  you are both the annuitant and
performance of the corresponding           an owner of the certificate; and
investment portfolios for the
periods commencing from the date on     .  you die before the annuity
which the particular investment            commencement date.
portfolio was made available
through the mutual fund account.        If the only beneficiary is your
Fourth, in addition, for certain        surviving spouse, then he or she
investment portfolios, performance      may elect to continue the
may be shown for the period             certificate as the new annuitant
commencing from the inception date      and owner, instead of receiving the
of the investment portfolio. These      death benefit. All future surrender
figures should not be interpreted       charges will be waived.
to reflect actual historical
performance of the mutual fund          We will also pay a death benefit to
account.                                your beneficiary IF:

We also may, from time to time,         .  you are not the annuitant; and
include in our advertising and
sales materials, tax deferred           .  the annuitant dies before the
compounding charts and other               annuity commencement date; and
hypothetical illustrations, which
may include, comparisons of             .  you specifically requested that
currently taxable and tax deferred         the death benefit be paid upon
investment programs, based on              the annuitant's death.
selected tax brackets.
                                        After the Annuity Commencement Date
Appendix B contains performance         -----------------------------------
information that you may find           The death benefit payable, if any,
useful. It is divided into various      on or after the annuity
parts, depending upon the type of       commencement date depends on the
performance information shown.          annuity payment option selected.
Future performance will vary and
future results will not be the same     IF:
as the results shown.
                                        .  you are not the annuitant; and
9.  DEATH BENEFIT
                                        .  you die on or after the annuity
We will pay a death benefit to your        commencement date; and
beneficiary, under certain
circumstances, if the annuitant         .  the entire interest in the
dies before the annuity                    certificate has not been paid to
commencement date and the annuitant        you;
was also an owner. (If the
annuitant was not an owner, a death     THEN:
benefit may or may not be paid. See
below). The beneficiary may choose      .  the remaining portion of such
an annuity payment option, or may          interest in the certificate will
choose to receive a lump sum.              be distributed at least as
                                           rapidly as under the method of
                                           distribution being used as of
                                           the date of your death.

                                        When We Do Not Pay A Death Benefit

                                        No death benefit is paid in the
                                        -------------------------------
                                        following cases:
                                        ---------------

                                       28
<PAGE>

IF:

 .  you are not the annuitant; and       Guaranteed Minimum Death Benefit

 .  the annuitant dies prior to the      The guaranteed minimum death
   annuity commencement date; and       benefit is the Step-Up Death
                                        Benefit - the largest certificate
 .  you did not specifically request     value on the certificate date or on
   that the death benefit be paid       any certificate anniversary before
   upon the annuitant's death;          you reach age 76; plus any premium
                                        payments you have made since then;
THEN:                                   minus any adjusted partial
                                        withdrawals (discussed below) we
 .  you will become the new              have paid to you since then.
   annuitant and the certificate will
   continue.                            The Step-Up Death Benefit is not
                                        available if the owner or annuitant
IF:                                     is 75 or older on the certificate
                                        date. In those instances, the death
 .  you are not the annuitant; and       benefit will be a return of premium
                                        - total premium payments, less any
 .  you die prior to the annuity         adjusted partial withdrawals as of
   commencement date;                   the date of death. This will not
                                        include any premium enhancement.
THEN:
                                        IF:
 .  the new owner must surrender the
   certificate for the certificate      .  the surviving spouse elects to
   value increased or decreased by         continue the certificate instead
   an excess interest adjustment           of receiving the death benefit;
   within five years of your death.        and

Note carefully.  If the owner does      .  the guaranteed minimum death
- --------------                             benefit is greater than the
not name a contingent owner, the           certificate value;
owner's estate will become the new
owner. If no probate estate is          THEN:
opened (because, for example, the
owner has precluded the opening of      .  we will increase the certificate
a probate estate by means of a             value to be equal to the
trust or other instrument), and PFL        guaranteed minimum death
has not received written notice of         benefit. This increase is made
the trust as a successor owner             only at the time the surviving
signed prior to the owner's death,         spouse elects to continue the
then that trust may not exercise           certificate.
ownership rights to the
certificate. It may be necessary to     Adjusted Partial Withdrawal
open a probate estate in order to
exercise ownership rights to the        When you request a partial
certificate if no contingent owner      withdrawal, your guaranteed minimum
is named in a written notice            death benefit will be reduced by an
received by PFL.                        amount called the adjusted partial
                                        withdrawal. Under certain
Amount of Death Benefit                 circumstances, the adjusted partial
                                        withdrawal may be more than the
Death benefit provisions may differ     amount of your withdrawal request.
from state to state. The death          It is also possible that if a death
benefit may be paid as a lump sum       benefit is paid after you have made
or as annuity payments. The death       a partial withdrawal, then the
benefit will be the greatest of:        total amount paid could be less
                                        than the total premium payments. We
 .  certificate value on the date we     have included a detailed
   receive the required information;    explanation of this adjustment in
   or                                   the Statement of Additional
                                        Information.
 .  cash value on the date we
   receive the required information;
   or

 .  guaranteed minimum death benefit
   (discussed below).

                                       29
<PAGE>

10. OTHER INFORMATION                   The Mutual Fund Account

Ownership                               PFL established a mutual fund
                                        account, called the PFL Life Variable
You, as owner of the certificate,       Annuity Account C, under the laws of
exercise all rights under the           the State of Iowa on February 20,
certificate. You can change the         1997. The mutual fund account
certificate owner at any time by        receives and currently invests the
notifying us in writing. An             premium payments that are allocated
ownership change may be a taxable       to it for investment in shares of
event.                                  the underlying mutual fund
                                        portfolios.
Assignment
                                        The mutual fund account is
You can also assign the certificate     registered with the SEC as a unit
any time during your lifetime. PFL      investment trust under the
will not be bound by the assignment     Investment Company Act of 1940.
until we receive written notice of      However, the SEC does not supervise
the assignment. We will not be          the management, the investment
liable for any payment or other         practices, or the policies of the
action we take in accordance with       mutual fund account or PFL. Income,
the certificate before we receive       gains and losses, whether or not
notice of the assignment. There may     realized, from assets allocated to
be limitations on your ability to       the mutual fund account are, in
assign a qualified annuity.             accordance with the policies,
                                        credited to or charged against the
PFL Life Insurance Company              mutual fund account without regard
                                        to PFL's other income, gains or
PFL Life Insurance Company was          losses.
incorporated under the laws of the
State of Iowa on April 19, 1961 as      The assets of the mutual fund
NN Investors Life Insurance             account are held in PFL's name on
Company, Inc. It is engaged in the      behalf of the mutual fund account
sale of life and health insurance       and belong to PFL. However, those
and annuity policies. PFL is a          assets that underlie the
wholly owned indirect subsidiary of     certificates are not chargeable
AEGON USA, Inc. which conducts most     with liabilities arising out of any
of its operations through               other business PFL may conduct. The
subsidiary companies engaged in the     mutual fund account includes other
insurance business or in providing      subaccounts that are not available
non-insurance financial services.       under these certificates.
All of the stock of AEGON USA,
Inc., is indirectly owned by AEGON      Information about the mutual fund
N.V. of the Netherlands, the            account can be reviewed and copied
securities of which are publicly        at the SEC's Public Reference Room
traded. AEGON N.V., a holding           in Washington, D.C. You may obtain
company, conducts its business          information about the operation of
through subsidiary companies            the public reference room by
engaged primarily in the insurance      calling the SEC at 1-800-SEC-0330.
business. PFL is licensed in the        In addition, the SEC maintains a
District of Columbia, Guam, and in      web site (http://www.sec.gov) that
all states except New York.             contains other information
                                        regarding the mutual fund account.
All obligations arising under the
group contracts and certificates,       Mixed and Shared Funding
including the promise to make
annuity payments, are general           Before making a decision concerning
corporate obligations of PFL.           the allocation of premium payments
                                        to a particular mutual fund
                                        subaccount, please read the
                                        Endeavor Series Trust prospectus.
                                        The Endeavor Series Trust is not
                                        limited to selling its shares to

                                       30
<PAGE>

this mutual fund account and can        determine that we are permitted to
accept investments from any             vote the shares in our own right,
separate account or qualified           we may do so.
retirement plan. Since the
portfolios of the underlying funds      Each person having a voting
are available to registered mutual      interest will receive proxy
fund accounts offering variable         material, reports, and other
annuity products of PFL, as well as     materials relating to the
variable annuity and variable life      appropriate portfolio.
products of other insurance
companies, and qualified retirement     Distributor of the Annuity
plans, there is a possibility that
a material conflict may arise           AFSG Securities Corporation is the
between the interests of this           principal underwriter of the group
mutual fund account and one or more     contract and certificates. Like
of the mutual fund accounts of          PFL, it is an indirect wholly owned
another participating insurance         subsidiary of AEGON USA, Inc. It is
company. In the event of a material     located at 4333 Edgewood Road N.E.,
conflict, the affected insurance        Cedar Rapids, IA 52499-0001. AFSG
companies, including PFL, agree to      Securities Corporation is
take any necessary steps to resolve     registered as a broker/dealer under
the matter. This includes removing      the Securities Exchange Act of
their mutual fund accounts from the     1934. It is a member of the
underlying funds. See the               National Association of Securities
underlying funds' prospectuses for      Dealers, Inc.
more details.
                                        Commissions of up to 5.5% of
Reinstatements                          premium payments or 4.5% of premium
                                        payments plus an annual continuing
You may surrender your certificate      fee based on certificate values
and transfer your money directly to     will be paid to broker/dealers who
another life insurance company          sell the certificates under
(sometimes referred to as a 1035        agreements with AFSG Securities
Exchange or a trustee-to-trustee        Corporation. These commissions are
transfer). You may also ask us to       not deducted from premium payments.
reinstate your certificate after        In addition, certain production,
such a transfer by returning the        persistency and managerial bonuses
same total dollar amount of funds       may be paid. PFL may also pay
to the applicable investment            compensation to financial
choices. The dollar amount will be      institutions for their services in
used to purchase new accumulation       connection with the sale and
units at the then current price.        servicing of the group contract and
Because of changes in market value,     certificates.
your new accumulation units may be
worth more or less than the units       Non-participating
you previously owned. We recommend
that you consult a tax professional     The certificates do not participate
to explain the possible tax             or share in the profits or surplus
consequences of exchanges and/or        earnings of PFL. No dividends are
reinstatements.                         payable on the certificates.

Voting Rights                           Variations in Certain Provisions

Mutual Fund Account.  PFL will vote     Certain provisions of the group
- -------------------                     contract and certificates may vary
all shares of the Endeavor Series       from the descriptions in this
Trust in accordance with                prospectus in order to comply with
instructions we receive from you        different state laws. See your
and other certificate owners that       certificate for variations since
have voting interests in the            any such state variations will be
portfolios. We will send you and        included in your certificates or in
other certificate owners written        riders or endorsements attached to
requests for instructions on how to     your certificates
vote those shares. When we receive
those instructions, we will vote
all of the shares in proportion to
those instructions. If, however, we

                                       31
<PAGE>

Year 2000 Matters
                                        IMSA
We have in place a Year 2000
Project Plan (the "Plan") to review     PFL is a member of the Insurance
and analyze existing hardware and       Marketplace Standards Association
software systems, as well as voice      (IMSA). IMSA members subscribe to a
and data communications systems, to     set of ethical standards involving
determine if they are Year 2000         the sales and service of
compliant. As of the date of this       individually sold life insurance
prospectus, all of our mission-         and annuities. As a member, we may
critical systems are Year 2000          use the IMSA logo and language in
compliant and ready. The Year 2000      advertisements.
Project Plan is continuing as
scheduled, as we continue with the      Legal Proceedings
validation of our mission-critical
and non-mission-critical systems,       There are no legal proceedings to
including revalidation testing in       which the mutual fund account is a
1999. In addition, PFL has              party or to which the assets of the
undertaken aggressive initiatives       account are subject. PFL, like
to test all systems that interface      other life insurance companies, is
with any third parties and other        involved in lawsuits. In some class
business partners. All of these         action and other lawsuits involving
steps are aimed at allowing current     other insurers, substantial damages
operations to remain unaffected by      have been sought and/or material
the Year 2000 date change.              settlement payments have been made.
                                        Although the outcome of any
As of the date of this prospectus,      litigation cannot be predicted with
we have identified and made             certainty, PFL believes that at the
available what we believe are the       present time there are no pending
appropriate resources of hardware,      or threatened lawsuits that are
people, and dollars, including the      reasonably likely to have a
engagement of outside third             material adverse impact on the
parties, to ensure that the Plan        mutual fund account or PFL.
will be completed.
                                        Financial Statements
Our actions under The Year 2000
Project Plan are intended to            The financial statements of PFL and
significantly reduce PFL's risk of      the mutual fund account are
a material business interruption        included in the Statement of
based on the Year 2000 issues.          Additional Information.
Resolving the Year 2000 computer
problem is complex and                  TABLE OF CONTENTS OF THE STATEMENT
multifaceted. We cannot know            OF ADDITIONAL INFORMATION
conclusively whether a response
plan is successful until the Year          Glossary of Terms
2000 arrives (or an earlier date if        The Certificate--General Provisions
the systems or equipment address           Certain Federal Income Tax
Year 2000 data prior to the Year             Consequences
2000). In spite of its efforts or          Investment Experience
results, PFL's ability to function         Family Income Protector -
unaffected to and through the Year           Hypothetical Illustration
2000 may be adversely affected by          Historical Performance Data
actions, or failure to act, of             Published Ratings
third parties beyond our knowledge         State Regulation of PFL
or control.                                Administration
                                           Records and Reports
This statement is a Year 2000              Distribution of the Certificates
Readiness Disclosure pursuant to
Section 3(9) of the Year 2000
Information and Readiness
Disclosure Act, 15 U.S.C. (S) 1
(1998).

See the prospectus for the Endeavor
Series Trust for information on its
preparation for Year 2000.

                                       32
<PAGE>

   Voting Rights                        Independent Auditors
   Other Products                       Other Information
   Custody of Assets                    Financial Statements
   Legal Matters

                                       33
<PAGE>

                                  APPENDIX A

                          HISTORICAL PERFORMANCE DATA
                            THE MUTUAL FUND ACCOUNT

Standardized Performance Data

PFL may advertise historical yields and total returns for the subaccounts of the
mutual fund account. In addition, PFL may advertise the effective yield of the
subaccount investing in the Endeavor Money Market Portfolio (the "Endeavor Money
Market Subaccount"). These figures are calculated according to standardized
methods prescribed by the SEC. They are based on historical earnings and are not
intended to indicate future performance.

Endeavor Money Market Subaccount. The yield of the Endeavor Money Market
Subaccount for a certificate refers to the annualized income generated by an
investment under a certificate in the subaccount over a specified seven-day
period. The yield is calculated by assuming that the income generated for that
seven-day period is generated each seven-day period over a 52-week period and is
shown as a percentage of the investment. The effective yield is calculated
similarly but, when annualized, the income earned by an investment under a
certificate in the subaccount is assumed to be reinvested. The effective yield
will be slightly higher than the yield because of the compounding effect of this
assumed reinvestment.

Other Subaccounts. The yield of a mutual fund subaccount (other than the
Endeavor Money Market Subaccount) for a certificate refers to the annualized
income generated by an investment under a certificate in the subaccount over a
specified thirty-day period. The yield is calculated by assuming that the income
generated by the investment during that thirty-day period is generated each
thirty-day period over a 12-month period and is shown as a percentage of the
investment.

The total return of a subaccount refers to return quotations assuming an
investment under a certificate has been held in the subaccount for various
periods of time including a period measured from the date the subaccount
commenced operations. When a subaccount has been in operation for one, five, and
ten years, respectively, the total return for these periods will be provided.
The total return quotations for a subaccount will represent the average annual
compounded rates of return that equate an initial investment of $1,000 in the
subaccount to the redemption value of that investment as of the last day of each
of the periods for which total return quotations are provided.  The redemption
value will, of course, reflect the premium enhancement.

The yield and total return calculations for a subaccount do not reflect the
effect of any premium taxes that may be applicable to a particular certificate,
and they do not reflect the rider charge for the optional family income
protector. To the extent that any or all of a premium tax is applicable to a
particular certificate, the yield and/or total return of that certificate will
be reduced. For additional information regarding yields and total returns
calculated using the standard formats briefly summarized above, please refer to
the Statement of Additional Information, a copy of which may be obtained from
the administrative and service office upon request.

Based on the method of calculation described in the Statement of Additional
Information, the average annual total returns for periods from inception of the
subaccounts to December 31, 1998, and for the one and five year periods ended
December 31, 1998 are shown in Table 1 below. Total returns shown reflect
deductions for the mortality and expense risk fee, and the administrative
charges. Performance figures may reflect the 1.35% mortality and expense risk
fee for the Step-Up Death Benefit.  Standard total return calculations will
reflect the effect of surrender charges that may be applicable to a particular
period.

Non-Standardized Performance Data

In addition to the standard data discussed above, similar performance data for
other periods may also be shown.

                                      A-1
<PAGE>

PFL may also advertise or disclose average annual total return or other
performance data in non-standard formats for a subaccount of the mutual fund
account. The non-standard performance data may assume that no surrender charge
is applicable, and may also make other assumptions such as the amount invested
in a subaccount, differences in time periods to be shown, or the effect of
partial withdrawals or annuity payments.

All non-standard performance data will be advertised only if the standard
performance data is also disclosed. For additional information regarding the
calculation of other performance data, please refer to the Statement of
Additional Information.

The non-standardized average annual total return figures shown in Table 2 are
based on the assumption that the  certificate is not surrendered, and therefore
the surrender charge is not imposed.  Also, Table 2 does not reflect the rider
charge for the optional family income protector.

                                      A-2
<PAGE>

                      STATEMENT OF ADDITIONAL INFORMATION

                THE ENDEAVOR GENERATIONS PLUS VARIABLE ANNUITY

                                Issued through

                      PFL LIFE VARIABLE ANNUITY ACCOUNT C

                                  Offered by
                          PFL LIFE INSURANCE COMPANY

                           4333 Edgewood Road, N.E.
                         Cedar Rapids, Iowa 52499-0001

                              __________________

This statement of additional information expands upon subjects discussed in the
current prospectus for the Endeavor Generations Plus Variable Annuity offered by
PFL Life Insurance Company. You may obtain a copy of the prospectus dated May 1,
1999 by calling 1-800-525-6205, or by writing to the Administrative and Service
Office, Financial Markets Division--Variable Annuity Dept., 4333 Edgewood Road,
N.E., Cedar Rapids, Iowa 52499-0001. Terms used in the current prospectus for
the variable annuity are incorporated in this Statement of Additional
Information.

This Statement of Additional Information is not a prospectus and should be read
only in conjunction with the prospectuses for the variable annuity and the
Endeavor Series Trust.


Dated: __________________, 1999
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----
<S>                                                                                        <C>
GLOSSARY OF TERMS.......................................................................
THE GENERATIONS PLUS VARIABLE ANNUITY--GENERAL PROVISIONS...............................
     Certificate Owner..................................................................
     Entire Contract....................................................................
     Misstatement of Age or Sex.........................................................
     Addition, Deletion or Substitution of Investments..................................
     Excess Interest Adjustment.........................................................
     Reallocation of Certificate Values After the Annuity Commencement Date.............
     Annuity Payment Options............................................................
     Death Benefit......................................................................
     Death of Certificate Owner.........................................................
     Assignment.........................................................................
     Evidence of Survival...............................................................
     Non-Participating..................................................................
     Amendments.........................................................................
     Employee and Agent Purchases.......................................................
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................................
     Tax Status of the Certificate......................................................
     Taxation of PFL....................................................................
INVESTMENT EXPERIENCE...................................................................
     Accumulation Units.................................................................
     Annuity Unit Value and Annuity Payment Rates.......................................
FAMILY INCOME PROTECTOR - HYPOTHETICAL ILLUSTRATION.....................................
HISTORICAL PERFORMANCE DATA.............................................................
     Money Market Yields................................................................
     Other Subaccount Yields............................................................
     Total Returns......................................................................
     Other Performance Data.............................................................
     Adjusted Historical Performance Data - The Mutual Fund Account.....................
PUBLISHED RATINGS.......................................................................
STATE REGULATION OF PFL.................................................................
ADMINISTRATION..........................................................................
RECORDS AND REPORTS.....................................................................
DISTRIBUTION OF THE ANNUITY.............................................................
VOTING RIGHTS...........................................................................
     The Mutual Fund Account............................................................
OTHER PRODUCTS..........................................................................
CUSTODY OF ASSETS.......................................................................
LEGAL MATTERS...........................................................................
INDEPENDENT AUDITORS....................................................................
OTHER INFORMATION.......................................................................
FINANCIAL STATEMENTS....................................................................
</TABLE>

                                      -2-
<PAGE>

                               GLOSSARY OF TERMS

Accumulation Unit--An accounting unit of measure used in calculating the
certificate value in the mutual fund account before the annuity commencement
date.

Adjusted Certificate Value--An amount equal to the certificate value increased
or decreased by any excess interest adjustments.

Administrative and Service Office--Financial Markets Division--Variable Annuity
Dept., PFL Life Insurance Company, 4333 Edgewood Road, N.E., Cedar Rapids, Iowa
52499-0001.

Annuitant--The person entitled to receive annuity payments after the annuity
commencement date and during whose life any annuity payments involving life
contingencies will continue.

Annuity Commencement Date--The date upon which annuity payments are to commence.
This date may be any date at least thirty days after the certificate date and
may not be later than the last day of the certificate month starting after the
annuitant attains age 85, except as expressly allowed by PFL. In no event will
this date be later than the last day of the month following the month in which
the annuitant attains age 95.

Annuity Payment Option--A method of receiving a stream of annuity payments
selected by the certificate owner.

Annuity Unit--An accounting unit of measure used in the calculation of the
amount of the second and each subsequent variable annuity payment.

Enrollment form--A written application, order form, or any other information
received electronically or otherwise upon which the certificate is issued and/or
is reflected on the data or specifications page.

Beneficiary--The person who has the right to the death benefit set forth in the
certificate.

Business Day--A day when the New York Stock Exchange is open for business.

Cash Value--The certificate value increased or decreased by an excess interest
adjustment, less the surrender charge, premium taxes, and Family Income
Protector rider fees, if any, and less the Service Charge.

Certificate- The document issued under the Group Contract to the eligible
Participants who apply for coverage.  The Certificate is not part of the Group
Contract.

Certificate Owner or Owner- The person who may exercise all rights and
privileges under the certificate.  The owner during the lifetime of the
annuitant and prior to the annuity commencement date is the person designated as
the owner or a successor owner in the enrollment form.

Participant-A person who makes premium payments or for whom premium payments are
made under the Group Contract.

Certificate Value--On or before the annuity commencement date, the certificate
value is equal to the certificate owner's:
 .  premium payments (including any premium enhancement); minus
 .  partial withdrawals (including any applicable excess interest adjustments
   and/or surrender charges on such withdrawals); plus
 .  interest credited in the fixed account; plus
 .  accumulated gains or losses in the mutual fund  account; minus
 .  service charges, premium taxes, and transfer fees, if any.

                                      -3-
<PAGE>

Certificate Year - A certificate year begins on the certificate date and on each
certificate anniversary.

Code--The Internal Revenue Code of 1986, as amended.

Due Proof of Death--A certified copy of a death certificate, a certified copy of
a decree of a court of competent jurisdiction as to the finding of death, a
written statement by the attending physician, or any other proof satisfactory to
PFL will constitute due proof of death.

Excess Interest Adjustment--A positive or negative adjustment to amounts
withdrawn upon partial withdrawals, full surrenders or transfers, from the
guaranteed period options, or to amounts applied to annuity payment options. The
adjustment reflects changes in the interest rates declared by PFL since the date
any payment was received by, or an amount was transferred to, the guaranteed
period option. The excess interest adjustment can either decrease or increase
the amount to be received by the certificate owner upon full surrender or
commencement of annuity payments, depending upon whether there has been an
increase or decrease in interest rates, respectively.

Fixed Account--One or more investment choices under the certificate that are
part of the general assets of PFL and which are not in the separate accounts.

Group Contract - The contract issued to the Group Contract Owner, under which
certificates are issued to eligible Participants.

Group Contract Owner- The entity which applies for the Group Contract.

Guaranteed Period Options--The various guaranteed interest rate periods which
may be offered by PFL under the fixed account into which premiums may be paid or
amounts may be transferred.

Investment Choices--Any of the guaranteed period options of the fixed account,
the dollar cost averaging fixed account option, and any of the mutual fund
subaccounts.

Mutual Fund Account--A separate account established and registered as a unit
investment trust under the Investment Company Act of 1940, as amended, to which
premium payments under the certificates may be allocated and which invests in
designated portfolios of the Endeavor Series Trust and such other mutual funds
as PFL may determine from time to time.

Mutual Fund Subaccount--A subdivision within the mutual fund account, the assets
of which are invested in a specified portfolio of the underlying funds.

Nonqualified Annuity--A certificate other than a qualified annuity.

Premium Payment--An amount paid to PFL by the certificate owner or on the
certificate owner's behalf as consideration for the benefits provided by the
certificate.

Qualified Annuity--A certificate issued in connection with retirement plans that
qualify for special federal income tax treatment under the Code.

Service Charge--An annual charge on each certificate anniversary (and a charge
at the time of surrender during any certificate  year) for certificate
maintenance and related administrative expenses. This annual charge is $40, but
will not exceed 2% of the policy value.

Successor Owner--A person appointed by the certificate owner to succeed to
ownership of the certificate in the event of the death of the certificate owner
who is not the annuitant before the annuity commencement date.

Surrender Charge--A percentage of each premium payment in an amount from 8% to
0% depending upon the length of time from the date of each premium payment. The
surrender charge is assessed on surrenders of, or

                                      -4-
<PAGE>

partial withdrawals from, the certificate. A surrender charge may also be
referred to as a "contingent deferred sales charge."

Valuation Period--The period of time from one determination of accumulation unit
values and annuity unit values to the next subsequent determination of values.
Such determination shall be made on each business day.

Variable Annuity Payments--Payments made pursuant to an annuity payment option
which fluctuate as to dollar amount or payment term in relation to the
investment performance of the specified subaccounts within the mutual fund
account.

Written Notice or Written Request--Written notice, signed by the certificate
owner, that gives PFL the information it requires and is received at the
administrative and service office. For some transactions, PFL may accept an
electronic notice such as telephone instructions. Such electronic notice must
meet the requirements PFL establishes for such notices.

                                      -5-
<PAGE>

In order to supplement the description in the prospectus, the following provides
additional information about PFL and the Generations Plus Variable Annuity,
which may be of interest to a prospective purchaser. Words printed in italics in
this Statement of Additional Information are defined in the Glossary of Terms,
beginning on page 4.


           THE GENERATIONS PLUS VARIABLE ANNUITY--GENERAL PROVISIONS

Certificate Owner

The certificate shall belong to the certificate owner upon issuance of the
certificate after completion of an enrollment form and delivery of the initial
premium payment. While the annuitant is living, the certificate owner may: (1)
assign the certificate; (2) surrender the certificate; (3) amend or modify the
certificate with PFL's consent; (4) receive annuity payments or name a payee to
receive the payments; and (5) exercise, receive and enjoy every other right and
benefit contained in the certificate. The exercise of these rights may be
subject to the consent of any assignee or irrevocable beneficiary, and of your
spouse in a community or marital property state.

Unless PFL has been notified of a community or marital property interest in the
certificate, it will rely on its good faith belief that no such interest exists
and will assume no responsibility for inquiry.

A successor owner can be named in the  enrollment form, information provided in
lieu thereof, or in a written notice. The successor owner will become the new
certificate owner upon your death, if you predecease the annuitant. If no
successor owner survives you and you predecease the annuitant, your estate will
become the certificate owner.

Note carefully.  If the certificate owner does not name a contingent owner, the
- --------------
certificate owner's estate will become the new certificate owner.  If no probate
estate is opened because the owner has precluded the opening of a probate estate
by means of a trust or other instrument, unless PFL has received written notice
of the trust as a successor owner signed prior to the owner's death, that trust
may not exercise ownership rights to the certificate. It may be necessary to
open a probate estate in order to exercise ownership rights to the certificate
if no contingent owner is named in a written notice received by PFL.

The certificate owner may change the ownership of the certificate in a written
notice. When this change takes effect, all rights of ownership in the
certificate will pass to the new owner. A change of ownership may have tax
consequences.

When there is a change of certificate owner or successor owner, the change will
take effect as of the date the certificate owner signs the written notice,
subject to any payment PFL has made or action PFL has taken before recording the
change. Changing the certificate owner or naming a new successor certificate
owner cancels any prior choice of successor owner, but does not change the
designation of the beneficiary or the annuitant.

If ownership is transferred (except to the owner's spouse) because the
certificate owner dies before the annuitant, the cash value generally must be
distributed to the successor owner within five years of the certificate owner's
death, or payments must be made for a period certain or for the successor
owner's lifetime so long as any period certain does not exceed that successor
owner's life expectancy, if the first payment begins within one year of your
death.

Entire Contract

The group contract and certificate, any endorsements thereon, the enrollment
form, or information provided in lieu thereof constitute the entire contract
between PFL and the certificate owner. All statements in the enrollment form are
representations and not warranties. No statement will cause the certificate to
be void or to be used in defense of a claim unless contained in the enrollment
form or information provided in lieu thereof.

                                      -6-
<PAGE>

Misstatement of Age or Sex

If the age or sex of the annuitant or certificate owner has been misstated, PFL
will change the annuity benefit payable to that which the premium payments would
have purchased for the correct age or sex. The dollar amount of any underpayment
made by PFL shall be paid in full with the next payment due such person or the
beneficiary. The dollar amount of any overpayment made by PFL due to any
misstatement shall be deducted from payments subsequently accruing to such
person or beneficiary. Any underpayment or overpayment will include interest at
5% per year, from the date of the wrong payment to the date of the adjustment.
The age of the annuitant or certificate owner may be established at any time by
the submission of proof satisfactory to PFL.

Addition, Deletion, or Substitution of Investments

PFL cannot and does not guarantee that any of the mutual fund subaccounts will
always be available for premium payments, allocations, or transfers. PFL retains
the right, subject to any applicable law, to make certain changes in the mutual
fund account and its investments. PFL reserves the right to eliminate the shares
of any portfolio held by a mutual fund subaccount and to substitute shares of
another portfolio of the underlying funds, or of another registered open-end
management investment company for the shares of any portfolio, if the shares of
the portfolio are no longer available for investment or if, in PFL's judgment,
investment in any portfolio would be inappropriate in view of the purposes of
the mutual fund account. To the extent required by the Investment Company Act of
1940, (the "1940 Act"), as amended, substitutions of shares attributable to your
interest in a mutual fund subaccount will not be made without prior notice to
you and the prior approval of the Securities and Exchange Commission ("SEC").
Nothing contained herein shall prevent the mutual fund account from purchasing
other securities for other series or classes of variable annuities, or from
effecting an exchange between series or classes of variable annuities on the
basis of your requests.

New subaccounts may be established when, in the sole discretion of PFL,
marketing, tax, investment or other conditions warrant. Any new subaccounts may
be made available to existing certificate owners on a basis to be determined by
PFL. Each additional subaccount will purchase shares in a mutual fund portfolio,
or other investment vehicle. PFL may also eliminate one or more subaccounts if,
in its sole discretion, marketing, tax, investment or other conditions warrant
such change. In the event any subaccount is eliminated, PFL will notify you and
request a reallocation of the amounts invested in the eliminated subaccount. If
no such reallocation is provided by you, PFL will reinvest the amounts in the
subaccount that invests in the Endeavor Money Market Portfolio (or in a similar
portfolio of money market instruments), in another subaccount, or in the fixed
account, if appropriate.

In the event of any such substitution or change, PFL may, by appropriate
endorsement, make such changes in the group contracts and certificates as may be
necessary or appropriate to reflect such substitution or change. Furthermore, if
deemed to be in the best interests of persons having voting rights under the
certificates, the mutual fund account may be (i) operated as a management
company under the 1940 Act or any other form permitted by law, (ii) deregistered
under the 1940 Act in the event such registration is no longer required or (iii)
combined with one or more other mutual fund accounts. To the extent permitted by
applicable law, PFL also may transfer the assets of the mutual fund account
associated with the certificates to another account or accounts.

Excess Interest Adjustment

Money that you withdraw from (or transfer out of) a guaranteed period option of
the fixed account before the end of its guaranteed period (the number of years
you specified the money would remain in the guaranteed period option) may be
subject to an excess interest adjustment. At the time you request a withdrawal,
if interest rates set by PFL have risen since the date of the initial guarantee,
the excess interest adjustment will result in a lower certificate value.
However, if interest rates have fallen since the date of the initial guarantee,
the excess interest adjustment will result in a higher certificate value.

Excess interest adjustments will not reduce the adjusted certificate value for a
guaranteed period option below the premium payments and transfers to that
guaranteed period option, less any prior partial withdrawals and transfers

                                      -7-
<PAGE>

from the guaranteed period option, plus interest at the certificate's minimum
guaranteed effective annual interest rate of 3%. This is referred to as the EIA
floor.

The formula that will be used to determine the excess interest adjustment is:

                              S* (G - C)* (M/12)

S = Gross amount being withdrawn that is subject to the excess interest
    adjustment

G = Guaranteed Interest Rate in effect for the certificate

C = Current Guaranteed Interest Rate then being offered on new premiums for the
    next longer option period than "M". If this certificate or such an option
    period is no longer offered, "C" will be the U.S. Treasury rate for the next
    longer maturity (in whole years) than "M" on the 25th day of the previous
    calendar month, plus up to 2%.

M = Number of months remaining in the current option period, rounded up to the
    next higher whole number of months.

* = multiplication

 . = exponentiation

The following examples assume no premium enhancement.

                                   Example 1
                      (Surrender, rates increase by 3%):

<TABLE>
<S>                                                    <C>
Single Premium:                                        $50,000
Guarantee Period:                                      5 Years
Guarantee Rate:                                        5.50% per annum
Surrender:                                             Middle of Certificate Year 3
Certificate Value at middle of Certificate Year 3      = 50,000* (1.055) . 2.5 = 57,161.18
Penalty Free Amount at middle of Certificate Year 3    = 50,000* .10 = 5,000.00
Amount Subject to EIA                                  = 57,161.18 - 5,000.00 = 52,161.18
EIA Floor                                              = 50,000* (1.03) . 2.5 = 53,834.80
Excess Interest Adjustment
   G = .055
   C = .085
   M = 30
Excess Interest Adjustment                             = S* (G - C)* (M/12)
                                                       = 52,161.18* (.055 - .085)* (30/12)
                                                       = -3,912.09, but excess interest adjustment cannot cause the adjusted
                                                       certificate value to fall below the EIA floor, so the adjustment is limited
                                                       to 53,834.80 - 57,161.18
                                                       = -3,326.38
Adjusted Certificate Value ("ACV")                     = PV + EIA = 57,161.18 + (-3,326.38)
                                                       = 53,834.80
Surrender Charges                                      = (50,000 - 5,000) * .08
                                                       = 3,600
</TABLE>

                                      -8-
<PAGE>

<TABLE>
<S>                                                    <C>
Cash Value at middle of Certificate
   Year 3                                              = 53,834.80 - 3,600
                                                       = 50,234.80
</TABLE>

                                   Example 2
                      (Surrender, rates decrease by 1%):

<TABLE>
<S>                                                    <C>
Single Premium:                                        $50,000
Guarantee Period:                                      5 Years
Guarantee Rate:                                        5.50% per annum
Surrender:                                             Middle of Certificate Year 3
Certificate Value at middle of Certificate Year 3      = 50,000* (1.055) . 2.5 = 57,161.18
Penalty Free Amount at middle of Certificate
   Year 3                                              = 50,000* .10 = 5,000
Amount Subject to EIA                                  = 57,161.18 - 5,000 = 52,161.18
EIA Floor                                              = 50,000* (1.03) . 2.5 = 53,834.80
Excess Interest Adjustment
   G =  .055
   C =  .045
   M =  30
Excess Interest Adjustment                             = S * (G - C) * (M/12)
                                                       = 52,161.18 * (.055 - .045) * (30/12)
                                                       = 1,304.03
Adjusted Certificate Value                             = 57,161.18 + 1,304.03 = 58,465.21
Surrender Charges                                      = (50,000 - 5,000) * .08 = 3,600
Cash Value at middle of Certificate Year 3             = 58,447.31 - 3,600 = 54,847.31
</TABLE>

On a partial withdrawal, PFL will pay the certificate owner the full amount of
withdrawal requested (as long as the certificate value is sufficient). Amounts
withdrawn will reduce the certificate value by an amount equal to:

                                  R - E + SC

R    =    the requested partial withdrawal;

E    =    the excess interest adjustment; and

SC   =    the surrender charges on (EPW - E); where

EPW  =    the excess partial withdrawal amount.

                                   Example 3
                  (Partial Withdrawal, rates increase by 1%):

                                      -9-
<PAGE>

<TABLE>
<S>                                                  <C>
Single Premium:                                      $50,000
Guarantee Period:                                    5 Years
Guarantee Rate:                                      5.50% per annum
Partial Withdrawal:                                  $20,000; Middle of Certificate Year 3
Certificate Value at middle of Certificate Year 3    = 50,000 * (1.055) . 2.5 = 57,161.18
Penalty Free Amount at middle of Certificate
   Year 3                                            = 50,000 * .10 = 5,000
Excess Interest/Surrender Charge (SC) Adjustment
   S =  20,000 - 5,000 = 15,000
   G =  .055
   C =  .065
   M =  30
   E =  15,000 * (.055 - .065) * (30/12) = -375
   EPW = 20,000 - 5,000 = 15,000
   SC  = .08 * (15,000 - (- 375) = 1,230

Remaining Certificate Value at middle of
   Certificate Year 3                                = 57,161.18 - (R - E + SC)
                                                     = 57,161.18 - (20,000 - (- 375) + 1,230)
                                                     = 35,556.18
</TABLE>

                                   Example 4
                  (Partial Withdrawal, rates decrease by 1%):

<TABLE>
<S>                                                  <C>
Single Premium:                                      $50,000
Guarantee Period:                                    5 Years
Guarantee Rate:                                      5.50% per annum
Partial Withdrawal:                                  $20,000; Middle of Certificate Year 3
Certificate Value at middle of Certificate Year 3    = 50,000 * (1.055) . 2.5 = 57,161.18
Penalty Free Amount at middle of Certificate Year 3  = 50,000 * .10 = 5,000
Excess Interest/Surrender Charge Adjustment
   S =  20,000 - 5,000 = 15,000
   G =  .055
   C =  .045
   M =  30
   E =  15,000* (.055 - .045) * (30/12) = 375
   EPW   = 20,000 - 5,000 = 15,000
   SC  = .08 * (15,000 - 375) = 1,170

Remaining Certificate Value at middle of
   Certificate Year 3                                = 57,161.18 - (R - E + SC)
</TABLE>

                                      -10-
<PAGE>

<TABLE>
<S>                                                  <C>
                                                     = 57,161.18 - (20,000 - 375 + 1,170)
                                                     = 36,366.18
</TABLE>

Reallocation of Certificate Values After the Annuity Commencement Date

After the annuity commencement date, you may reallocate the value of a
designated number of annuity units of a mutual fund subaccount then credited to
a certificate into an equal value of annuity units of one or more other mutual
fund subaccounts or the fixed account. The reallocation shall be based on the
relative value of the annuity units of the account(s) or subaccount(s) at the
end of the business day on the next payment date. The minimum amount which may
be reallocated is the lesser of (1) $10 of monthly income or (2) the entire
monthly income of the annuity units in the account or subaccount from which the
transfer is being made. If the monthly income of the annuity units remaining in
an account or subaccount after a reallocation is less than $10, PFL reserves the
right to include the value of those annuity units as part of the transfer. The
request must be in writing to PFL's administrative and service office. There is
no charge assessed in connection with such reallocation. PFL reserves the right
to limit the number of times a reallocation of annuity units may be made in any
given certificate year.

After the annuity commencement date, no transfers may be made from the fixed
account to the mutual fund account.

Annuity Payment Options

During the lifetime of the annuitant and prior to the annuity commencement date,
the certificate owner may choose an annuity payment option or change the
election, but written notice of any election or change of election must be
received by PFL at its administrative and service office at least thirty (30)
days prior to the annuity commencement date. If no election is made prior to the
annuity commencement date, annuity payments will be made under (i) Payment
Option 3, life income with level payments for 10 years certain, using the
existing adjusted certificate value of the fixed account, or (ii) under Payment
Option 3, life income with variable payments for 10 years certain using the
existing certificate value of the mutual fund account, or (iii) in a combination
of (i) and (ii).

The person who elects an annuity payment option can also name one or more
successor payees to receive any unpaid amount PFL has at the death of a payee.
Naming these payees cancels any prior choice of a successor payee.

A payee who did not elect the annuity payment option does not have the right to
advance or assign payments, take the payments in one sum, or make any other
change. However, the payee may be given the right to do one or more of these
things if the person who elects the option tells PFL in writing and PFL agrees.

Variable Payment Options The dollar amount of the first variable annuity payment
will be determined in accordance with the annuity payment rates set forth in the
applicable table contained in the group contract and/or certificate. The tables
are based on a 5% effective annual Assumed Investment Return and the "1983 Table
a" (male, female, and unisex if required by law) mortality table improved to the
year 2000 with projection Scale G. ("The 1983 Table a" mortality rates are
adjusted based on improvements in mortality since 1983 to more appropriately
reflect increased longevity. This is accomplished using a set of improvement
factors referred to as projection scale G.) The dollar amount of additional
variable annuity payments will vary based on the investment performance of the
subaccount(s) of the mutual fund account selected by the annuitant or
beneficiary.

Determination of the First Variable Payment. The amount of the first variable
payment depends upon the sex (if consideration of sex is allowed under state
law) and adjusted age of the annuitant. The adjusted age is the annuitant's
actual age nearest birthday, on the annuity commencement date, adjusted as
follows:

               Annuity Commencement Date               Adjusted Age
               -------------------------               ------------
               Before 2001                             Actual Age
               2001-2010                               Actual Age minus 1

                                      -11-
<PAGE>

               2011-2020                               Actual Age minus 2
               2021-2030                               Actual Age minus 3
               2031-2040                               Actual Age minus 4
               After 2040                              Actual Age minus 5

This adjustment assumes an increase in life expectancy, and therefore it results
in lower payments than without such an adjustment.

Determination of Additional Variable Payments. All variable annuity payments
other than the first are calculated using annuity units and are credited to the
certificate. The number of annuity units to be credited in respect of a
particular subaccount is determined by dividing that portion of the first
variable annuity payment attributable to that subaccount by the annuity unit
value of that subaccount on the annuity commencement date. The number of annuity
units of each particular subaccount credited to the certificate then remains
fixed, assuming no transfers to or from that subaccount occur. The dollar value
of variable annuity units in the chosen subaccount will increase or decrease
reflecting the investment experience of the chosen subaccount. The dollar amount
of each variable annuity payment after the first may increase, decrease or
remain constant, and is equal to the sum of the amounts determined by
multiplying the number of annuity units of each particular subaccount credited
to the certificate by the annuity unit value for the particular subaccount on
the date the payment is made.

Death Benefit

Adjusted Partial Withdrawal. The amount of your Guaranteed Minimum Death Benefit
is reduced due to a partial withdrawal called the adjusted partial withdrawal.
The reduction amount depends on the relationship between your Guaranteed Minimum
Death Benefit and certificate value. The adjusted partial withdrawal is equal to
(1) multiplied by (2), where:

     (1)  is the Gross Partial Withdrawals, where
          gross partial withdrawal = requested withdrawal - excess interest
          adjustment + surrender charges on (excess partial withdrawal - excess
          interest adjustment); and
     (2)  is the adjustment factor = current death benefit prior to the
          withdrawal divided by the current certificate value prior to the
          withdrawal.

The following examples describe the effect of a withdrawal on the Guaranteed
Minimum Death Benefit and certificate value.

- --------------------------------------------------------------------------------
                                   Example 1
                          (Assumed Facts for Example)

- --------------------------------------------------------------------------------
$75,000        current Guaranteed Minimum Death Benefit (GMDB) before withdrawal
- --------------------------------------------------------------------------------
$50,000        current certificate value before withdrawal
- --------------------------------------------------------------------------------
$75,000        current death benefit (larger of certificate value and GMDB)
- --------------------------------------------------------------------------------
6%             current surrender charge percentage
- --------------------------------------------------------------------------------
$15,000        requested withdrawal
- --------------------------------------------------------------------------------
$40,000        Cumulative Premium Payments
- --------------------------------------------------------------------------------
$ 4,000        surrender charge-free amount (assumes 10% of premium penalty
               free withdrawal is available)
- --------------------------------------------------------------------------------
$11,000        excess partial withdrawal - EPW  (amount subject to surrender
               charge)
- --------------------------------------------------------------------------------
$   100        excess interest adjustment
               (assumes interest rates have decreased since initial guarantee)
- --------------------------------------------------------------------------------

                                      -12-
<PAGE>

- --------------------------------------------------------------------------------
$   654        surrender charge on (EPW less EIA)=0.06*(11,000-100)
- --------------------------------------------------------------------------------
$11,554        reduction in certificate value due to excess partial withdrawal
               = 11,000-100+654
- --------------------------------------------------------------------------------
$23,331        adjusted partial withdrawal = (4,000 + 11,554) * (75,000/50,000)
- --------------------------------------------------------------------------------
$51,669        New GMDB  (after withdrawal) = 75,000- 23,331
- --------------------------------------------------------------------------------
$34,446        New certificate value (after withdrawal)=50,000-15,554
- --------------------------------------------------------------------------------

Summary:
- -------
Reduction in guaranteed minimum death benefit     =  $23,331
Reduction in certificate value                    =  $15,554

Note, guaranteed minimum death benefit is reduced more than the certificate
value since the guaranteed minimum death benefit was greater than the
certificate value just prior to the withdrawal.

- --------------------------------------------------------------------------------
                                   Example 2
                                   ---------
                          (Assumed Facts for Example)

- --------------------------------------------------------------------------------
$50,000        current Guaranteed Minimum Death Benefit (GMDB) before withdrawal
- --------------------------------------------------------------------------------
$75,000        current certificate value before withdrawal
- --------------------------------------------------------------------------------
$75,000        current death benefit (larger of certificate value and GMDB)
- --------------------------------------------------------------------------------
6%             current surrender charge percentage
- --------------------------------------------------------------------------------
$15,000        requested withdrawal
- --------------------------------------------------------------------------------
$60,000        Cumulative Premium Payments
- --------------------------------------------------------------------------------
$ 6,000        surrender charge-free amount (assumes 10% of premium penalty
               free withdrawal is available)
- --------------------------------------------------------------------------------
$ 9,000        excess partial withdrawal - EPW  (amount subject to surrender
               charge)
- --------------------------------------------------------------------------------
$  -100        excess interest adjustment
               (assumes interest rates have increased since initial guarantee)
- --------------------------------------------------------------------------------
$   546        surrender charge on (EPW less EIA)=0.06*[(9000-(-100)]
- --------------------------------------------------------------------------------
$ 9,646        reduction in certificate value due to EPW= 9000-(-100) +456
               =9000 + 100 + 546
- --------------------------------------------------------------------------------
$15,646        adjusted partial withdrawal = (6,000 + 9,646) * (75,000/75,000)
- --------------------------------------------------------------------------------
$34,354        New GMDB  (after withdrawal) = 50,000- 15,646
- --------------------------------------------------------------------------------
$59,354        New certificate value (after withdrawal)=75,000 - 15,646
- --------------------------------------------------------------------------------

Summary:
- -------
Reduction in guaranteed minimum death benefit     =  $15,646
Reduction in certificate value                            =  $15,646

Note, the guaranteed minimum death benefit and certificate value are reduced by
the same amount since the certificate value was higher than the guaranteed
minimum death benefit just prior to the withdrawal.

Due proof of death of the annuitant is proof that the annuitant that is the
certificate owner died prior to the commencement of annuity payments. Upon
receipt of this proof and an election of a method of settlement and return of
the certificate, the death benefit generally will be paid within seven days, or
as soon thereafter as PFL has sufficient information about the beneficiary to
make the payment. The beneficiary may receive the amount payable in a lump sum
cash benefit, or, subject to any limitation under any state or federal law,
rule, or regulation, under

                                      -13-
<PAGE>

one of the annuity payment options described above, unless a settlement
agreement is effective at the death of the certificate owner preventing such
election.

If the annuitant was the certificate owner, and the beneficiary was not the
annuitant's spouse, the death benefit must (1) be distributed within five years
of the date of the deceased certificate owner's death, or (2) payments under an
annuity payment option must begin no later than one year after the deceased
certificate owner's death and must be made for the beneficiary's lifetime or for
a period certain (so long as any certain period does not exceed the
beneficiary's life expectancy). Death proceeds which are not paid to or for the
benefit of a natural person, must be distributed within five years of the date
of the deceased certificate owner's death. If the sole beneficiary is the
deceased certificate owner's surviving spouse, such spouse may elect to continue
the certificate as the new annuitant and owner instead of receiving the death
benefit.

If the annuitant is not the certificate owner, and the certificate owner dies
prior to the annuity commencement date, a successor owner may surrender the
certificate at any time for the amount of the adjusted certificate value. If the
successor owner is not the deceased certificate owner's spouse, however, the
adjusted policy value must be distributed: (1) within five years after the date
of the deceased certificate owner's death, or (2) payments under an annuity
payment option must begin no later than one year after the deceased certificate
owner's death and must be made for the successor owner's lifetime or for a
period certain (so long as any period certain does not exceed the successor
owner's life expectancy).

Beneficiary. The beneficiary designation in the enrollment form will remain in
effect until changed. The owner may change the designated beneficiary by sending
written notice to PFL. The beneficiary's consent to such change is not required
unless the beneficiary was irrevocably designated or law requires consent. (If
an irrevocable beneficiary dies, the certificate owner may then designate a new
beneficiary.) The change will take effect as of the date the certificate owner
signs the written notice, whether or not the certificate owner is living when
the notice is received by PFL. PFL will not be liable for any payment made
before the written notice is received. If more than one beneficiary is
designated, and the certificate owner fails to specify their interests, they
will share equally.

Death of Certificate Owner

Federal tax law requires that if any certificate owner (including any joint
owner or any successor owner who has become a current owner) dies before the
annuity commencement date, then the entire value of the certificate must
generally be distributed within five years of the date of death of such owner.
Certain rules apply where (1) the spouse of the deceased certificate owner is
the sole beneficiary, (2) the certificate owner is not a natural person and the
primary annuitant dies or is changed, or (3) any certificate owner dies after
the annuity commencement date. See "Certain Federal Income Tax Consequences" for
a detailed description of these rules. Other rules may apply to qualified
annuities.

Assignment

During the lifetime of the annuitant you may assign any rights or benefits
provided by the certificate. An assignment will not be binding on PFL until a
copy has been filed at its administrative and service office. Your rights and
benefits and those of the beneficiary are subject to the rights of the assignee.
PFL assumes no responsibility for the validity or effect of any assignment. Any
claim made under an assignment shall be subject to proof of interest and the
extent of the assignment. An assignment may have tax consequences.

Unless you so direct by filing written notice with PFL, no beneficiary may
assign any payments under the certificate before they are due. To the extent
permitted by law, no payments will be subject to the claims of any beneficiary's
creditors.

Ownership under qualified annuities is restricted to comply with the Code.

                                      -14-
<PAGE>

Evidence of Survival

PFL reserves the right to require satisfactory evidence that a person is alive
if a payment is based on that person being alive. No payment will be made until
PFL receives such evidence.

Non-Participating

The group contract and certificates will not share in PFL's surplus earnings; no
dividends will be paid.

Amendments

No change in the group contract or certificates is valid unless made in writing
by PFL and approved by one of PFL's officers. No registered representative has
authority to change or waive any provision of the group contract or
certificates.

PFL reserves the right to amend the group contract and certificates to meet the
requirements of the Code, regulations or published rulings. You can refuse such
a change by giving written notice, but a refusal may result in adverse tax
consequences.

Employee and Agent Purchases

The certificate may be acquired by an employee or registered representative of
any broker/dealer authorized to sell the certificate or their spouse or minor
children, or by an officer, director, trustee or bona-fide full-time employee of
PFL or its affiliated companies or their spouse or minor children. In such a
case, PFL may credit an amount equal to a percentage of each premium payment to
the certificate due to lower acquisition costs PFL experiences on those
purchases. The credit will be reported to the Internal Revenue Service as
taxable income to the employee or registered representative. PFL may offer
certain employer sponsored savings plans, in its discretion reduced fees and
charges including, but not limited to, the surrender charges, the mortality and
expense risk fee and the administrative charge for certain sales under
circumstances which may result in savings of certain costs and expenses. In
addition, there may be other circumstances of which PFL is not presently aware
which could result in reduced sales or distribution expenses. Credits to the
certificate or reductions in these fees and charges will not be unfairly
discriminatory against any owner.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary does not constitute tax advice. It is a general discussion
of certain of the expected federal income tax consequences of investment in and
distributions with respect to a certificate, based on the Code, as amended,
proposed and final Treasury Regulations thereunder, judicial authority, and
current administrative rulings and practice. This summary discusses only certain
federal income tax consequences to "United States Persons," and does not discuss
state, local, or foreign tax consequences. United States Persons means citizens
or residents of the United States, domestic corporations, domestic partnerships
and trusts or estates that are subject to United States federal income tax
regardless of the source of their income.

Tax Status of the Certificate

The following discussion is based on the assumption that the certificate
qualifies as an annuity contract for federal income tax purposes.

Distribution Requirements. The Code requires that nonqualified annuities contain
specific provisions for distribution of certificate proceeds upon the death of
any certificate owner. In order to be treated as an annuity contract for federal
income tax purposes, the Code requires that such certificates provide that if
any certificate owner dies on or after the annuity commencement date and before
the entire interest in the certificate has been distributed, the remaining
portion must be distributed at least as rapidly as under the method in effect on
such certificate owner's death. If any certificate owner dies before the annuity
commencement date, the entire interest in

                                      -15-
<PAGE>

the certificate must generally be distributed within 5 years after such
certificate owner's date of death or be used to purchase an immediate annuity
under which payments will begin within one year of such certificate owner's
death and will be made for the life of the beneficiary or for a period not
extending beyond the life expectancy of the "designated beneficiary" as defined
in section 72(s) of the Code. However, if upon such certificate owner's death
prior to the annuity commencement date, such certificate owner's surviving
spouse becomes the sole new certificate owner, then the certificate may be
continued with the surviving spouse as the new certificate owner. Under the
certificate, the beneficiary is the designated beneficiary of an owner/annuitant
and the successor owner is the designated beneficiary of a certificate owner who
is not the annuitant. If any owner is not a natural person, then for purposes of
these distribution requirements, the primary annuitant shall be treated as a
certificate owner and any death or change of such primary annuitant shall be
treated as the death of an owner. The nonqualified annuities contain provisions
intended to comply with these requirements of the Code. No regulations
interpreting these requirements of the Code have yet been issued and thus no
assurance can be given that the provisions contained in the certificates satisfy
all such Code requirements. The provisions contained in the certificates will be
reviewed and modified if necessary to assure that they comply with the Code
requirements when clarified by regulation or otherwise.

Diversification Requirements. Section 817(h) of the Code provides that in order
for a variable contract which is based on a segregated asset account to qualify
as an annuity contract under the Code, the investments made by such account must
be "adequately diversified" in accordance with Treasury regulations. The
Treasury regulations issued under Section 817(h) (Treas. Reg. ss.1.817-5) apply
a diversification requirement to each of the mutual fund subaccounts. The mutual
fund account, through the Endeavor Series Trust and its portfolios, intends to
comply with the diversification requirements of the Treasury. PFL has entered
into agreements regarding participation in the Endeavor Series Trust which
requires the portfolios to be operated in compliance with the Treasury
regulations.

Owner Control. In certain circumstances, owners of variable annuity contracts
- -------------
may be considered the owners, for federal income tax purposes, of the assets of
the separate account used to support their contracts. In those circumstances,
income and gains from the separate account assets would be includable in the
variable annuity contract owner's gross income. Several years ago, the IRS
stated in published rulings that a variable annuity owner will be considered the
owner of the separate account assets if the owner possesses incidents of
ownership in those assets, such as the ability to exercise investment control
over the assets. More recently, the Treasury Department announced in connection
with the issuance of regulations concerning investment diversification, that
those regulations "do not provide guidance concerning the circumstances in which
investor control of the investments of a segregated asset account may cause the
investor (i.e., you), rather than the insurance company, to be treated as the
owner of the assets in the account." This announcement also stated that guidance
would be issued by way of regulations or rulings on the "extent to which
policyholders may direct their investments to particular subaccounts without
being treated as owners of the underlying assets."

The ownership rights under the contract are similar to, but different in certain
respects from those described by the IRS in rulings in which it was determined
that contract owners were not owners of separate account assets. For example,
you have the choice of one or more subaccounts in which to allocate premiums and
certificate values, and may be able to transfer among these accounts more
frequently than in such rulings. These differences could result in you being
treated as the owner of the assets of the mutual fund account. In addition, PFL
does not know what standards will be set forth, if any, in the regulations or
rulings that the Treasury Department has stated it expects to issue. PFL
therefore reserves the right to modify the group contract and certificates as
necessary to attempt to prevent you from being considered the owner of a pro
rata share of the assets of the mutual fund account.

                                      -16-
<PAGE>

Withholding. The portion of any distribution under a certificate that is
includable in gross income will be subject to federal income tax withholding
unless the recipient of such distribution elects not to have federal income tax
withheld. Election forms will be provided at the time distributions are
requested or made. For certain qualified annuities, certain distributions are
subject to mandatory withholding. The withholding rate varies according to the
type of distribution and the owner's tax status. For qualified annuities,
"eligible rollover distributions" from section 401(a) plans and section 403(b)
tax-sheltered annuities are subject to a mandatory federal income tax
withholding of 20%. An eligible rollover distribution is the taxable portion of
any distribution from such a plan, except certain distributions such as
distributions required by the Code or distributions in a specified annuity form.
The 20% withholding does not apply, however, if the certificate owner chooses a
"direct rollover" from the plan to another tax-qualified plan or IRA.

Qualified Annuities. The qualified annuity is designed for use with several
types of tax-qualified retirement plans. The tax rules applicable to
participants and beneficiaries in tax-qualified retirement plans vary according
to the type of plan and the terms and conditions of the plan. Special favorable
tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from contributions in excess
of specified limits; distributions prior to age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Some
retirement plans are subject to distribution and other requirements that are not
incorporated into our administration procedures. Owners, participants and
beneficiaries are responsible for determining that contributions, distributions
and other transactions with respect to the certificates comply with applicable
law.

For qualified plans under Section 401(a), 403(a), 403(b), and 457, the Code
requires that distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the owner (or
plan participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year in which the certificate owner (or plan participant)
reaches age 70 1/2. Each certificate owner is responsible for requesting
distributions under the certificate that satisfy applicable tax rules.

PFL makes no attempt to provide more than general information about use of the
certificate with the various types of retirement plans. Purchasers of
certificates for use with any retirement plan should consult their legal counsel
and tax adviser regarding the suitability of the certificate.

Individual Retirement Annuities. In order to qualify as a traditional individual
retirement annuity under Section 408(b) of the Code, a certificate must contain
certain provisions: (i) the certificate owner must be the annuitant; (ii) the
certificate generally is not transferable by the certificate owner, e.g., the
certificate owner may not designate a new certificate owner, designate a
contingent certificate owner or assign the certificate as collateral security;
(iii) the total premium payments for any calendar year may not exceed $2,000,
except in the case of a rollover amount or contribution under Section 402(c),
403(a)(4), 403(b)(8) or 408(d)(3) of the Code; (iv) annuity payments or
withdrawals must begin no later than April 1 of the calendar year following the
calendar year in which the annuitant attains age 70 1/2; (v) an annuity payment
option with a period certain that will guarantee annuity payments beyond the
life expectancy of the annuitant and the beneficiary may not be selected; and
(vi) certain payments of death benefits must be made in the event the annuitant
dies prior to the distribution of the policy value. Certificates intended to
qualify as a traditional individual retirement annuities under Section 408(b) of
the Code contain such provisions. Amounts in the IRA (other than nondeductible
contributions) are taxed when distributed from the IRA. Distributions prior to
age 59 1/2 (unless certain exceptions apply) are subject to a 10% penalty tax.

Section 408 of the Code also indicates that no part of the funds for a
traditional individual retirement account or annuity should be invested in a
life insurance contract, but the regulations thereunder allow such funds to be
invested in an annuity contract that provides a death benefit that equals the
greater of the premiums paid or the cash value for the contract. The certificate
provides an enhanced death benefit that could exceed the amount of such a
permissible death benefit, but it is unclear to what extent such an enhanced
death benefit could disqualify the certificate under Section 408 of the Code.
The Internal Revenue Service has not reviewed the certificate for

                                      -17-
<PAGE>

qualification as an IRA, and has not addressed in a ruling of general
applicability whether an enhanced death benefit provision, such as the provision
in the certificate, comports with IRA qualification requirements.

Roth Individual Retirement Annuities (Roth IRA). The Roth IRA, under Section
408A of the Code, contains many of the same provisions as a traditional IRA.
However, there are some differences. First, the contributions are not deductible
and must be made in cash or as a rollover or transfer from another Roth IRA or
other IRA. A rollover from or conversion of an IRA to a Roth IRA may be subject
to tax and other special rules may apply. You should consult a tax adviser
before combining any converted amounts with any other Roth IRA contributions,
including any other conversion amounts from other tax years. The Roth IRA is
available to individuals with earned income and whose adjusted gross income is
under $110,000 for single filers, $160,000 for married filing jointly, and
$10,000 for married filing separately. The amount per individual that may be
contributed to all IRAs (Roth and traditional) is $2,000. Secondly, the
distributions are taxed differently. The Roth IRA offers tax-free distributions
when made from assets which have been held in the account for 5 tax years and
are made after attaining age 59 1/2, to pay for qualified first time homebuyer
expenses (lifetime maximum of $10,000) or due to death or disability. All other
distributions are subject to income tax when made from earnings and may be
subject to a premature withdrawal penalty tax unless an exception applies.
Unlike the traditional IRA, there are no minimum required distributions during
the certificate owner's lifetime; however, required distributions at death are
the same.

Section 403(b) Plans. Under Section 403(b) of the Code, payments made by public
school systems and certain tax exempt organizations to purchase certificates for
their employees are excludable from the gross income of the employee, subject to
certain limitations. However, such payments may be subject to FICA (Social
Security) taxes. The certificates include a death benefit that in some cases may
exceed the greater of the premium payments or the policy value. The death
benefit could be characterized as an incidental benefit, the amount of which is
limited in any tax-sheltered annuity under section 403(b). Because the death
benefit may exceed this limitation, employers using the certificates in
connection with such plans should consult their tax adviser. Additionally, in
accordance with the requirements of the Code, Section 403(b) annuities generally
may not permit distribution of (i) elective contributions made in years
beginning after December 31, 1988, and (ii) earnings on those contributions and
(iii) earnings on amounts attributed to elective contributions held as of the
end of the last year beginning before January 1, 1989. Distributions of such
amounts will be allowed only upon the death of the employee, on or after
attainment of age 59 1/2, separation from service, disability, or financial
hardship, except that income attributable to elective contributions may not be
distributed in the case of hardship.

Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans. Sections 401(a)
and 403(a) of the Code permit corporate employers to establish various types of
retirement plans for employees and self-employed individuals to establish
qualified plans for themselves and their employees. Such retirement plans may
permit the purchase of the certificates to accumulate retirement savings.
Adverse tax consequences to the plan, the participant or both may result if the
certificate is assigned or transferred to any individual as a means to provide
benefit payments. The certificates include a death benefit that in some cases
may exceed the greater of the premium payments or the policy value. The death
benefit could be characterized as an incidental benefit, the amount of which is
limited in an pension or profit sharing plan. Because the death benefit may
exceed this limitation, employers using the certificates in connection with such
plans should consult their tax adviser.

Deferred Compensation Plans. Section 457 of the Code, while not actually
providing for a qualified plan as that term is normally used, provides for
certain deferred compensation plans with respect to service for state
governments, local governments, political sub-divisions, agencies,
instrumentalities and certain affiliates of such entities, and tax exempt
organizations. The certificates can be used with such plans. Under such plans a
participant may specify the form of investment in which his or her participation
will be made. For non-governmental Section 457 plans, all such investments,
however, are owned by, and are subject to, the claims of the general creditors
of the sponsoring employer. Depending on the terms of the particular plan, a
non-government employer may be entitled to draw on deferred amounts for purposes
unrelated to its Section 457 plan obligations. In general, all amounts received
under a Section 457 plan are taxable and are subject to federal income tax
withholding as wages.

Non-natural Persons. Pursuant to Section 72(u) of the Code, an annuity contract
held by a taxpayer other than a natural person generally will not be treated as
an annuity contract under the Code; accordingly, an owner who is

                                      -18-
<PAGE>

not a natural person will recognize as ordinary income for a taxable year the
excess of (i) the sum of the certificate value as of the close of the taxable
year and all previous distributions under the certificate over (ii) the sum of
the premium payments paid for the taxable year and any prior taxable year and
the amounts includable in gross income for any prior taxable year with respect
to the certificate. For these purposes, the certificate value at year-end may
have to be increased by any positive excess interest adjustment, which could
result from a full surrender at such time. There is, however, no definitive
guidance on the proper tax treatment of excess interest adjustments, and the
owner should contact a competent tax adviser with respect to the potential tax
consequences of an excess interest adjustment. Notwithstanding the preceding
sentences in this paragraph, Section 72(u) of the Code does not apply to (i) a
certificate the nominal certificate owner of which is not a natural person but
the beneficial owner of which is a natural person, (ii) a certificate acquired
by the estate of a decedent by reason of such decedent's death, (iii) a
qualified annuity (other than one qualified under Section 457) or (iv) a single-
payment annuity the annuity commencement date for which is no later than one
year from the date of the single premium payment; instead, such certificates are
taxed as described above under the heading "Taxation of Annuities."

Taxation of PFL

PFL at present is taxed as a life insurance company under part I of Subchapter L
of the Code. The mutual fund account are treated as part of PFL and,
accordingly, will not be taxed separately as "regulated investment companies"
under Subchapter M of the Code. PFL does not expect to incur any federal income
tax liability with respect to investment income and net capital gains arising
from the activities of the mutual fund account retained as part of the reserves
under the certificate. Based on this expectation, it is anticipated that no
charges will be made against the mutual fund account for federal income taxes.
If, in future years, any federal income taxes are incurred by PFL with respect
to the mutual fund account, PFL may make a charge to that account.

                             INVESTMENT EXPERIENCE

A "net investment factor" is used to determine the value of accumulation units
and annuity units, and to determine annuity payment rates.

Accumulation Units

Allocations of a premium payment directed to a mutual fund subaccount are
credited in the form of accumulation units. Each subaccount has a distinct
accumulation unit value. The number of units credited is determined by dividing
the premium payment or amount transferred to the mutual fund subaccount by the
accumulation unit value of the mutual fund subaccount as of the end of the
valuation period during which the allocation is made. For each mutual fund
subaccount, the accumulation unit value for a given business day is based on the
net asset value of a share of the corresponding portfolio of the Endeavor Series
Trust less any applicable charges or fees.

Upon allocation to the selected mutual fund subaccount, premium payments are
converted into accumulation units of the subaccount. The number of accumulation
units to be credited is determined by dividing the dollar amount allocated to
each subaccount by the value of an accumulation unit for that subaccount as next
determined after the premium payment is received at the administrative and
service office or, in the case of the initial premium payment, when the
enrollment form is received, whichever is later. The value of an accumulation
unit was arbitrarily established at $1 at the inception of each subaccount.
Thereafter, the value of an accumulation unit is determined as of the close of
trading on each day the New York Stock Exchange is open for trading.

For the mutual fund account, an index (the "net investment factor") which
measures the investment performance of a subaccount during a valuation period is
used to determine the value of an accumulation unit for the next subsequent
valuation period. The net investment factor may be greater or less than or equal
to one; therefore, the value of an accumulation unit may increase, decrease or
remain the same from one valuation period to the next. You bear this investment
risk. The net investment performance of a subaccount and deduction of certain
charges affect the accumulation unit value.

                                      -19-
<PAGE>

The net investment factor for any mutual fund subaccount for any valuation
period is determined by dividing (a) by (b) and subtracting (c) from the result,
where:

     (a)  is the net result of:

          (1)  the net asset value per share of the shares held in the
          subaccount determined at the end of the current valuation period, plus

          (2)  the per share amount of any dividend or capital gain distribution
          made with respect to the shares held in the subaccount if the
          ex-dividend date occurs during the current valuation period, plus or
          minus

          (3)  a per share credit or charge for any taxes determined by PFL to
          have resulted during the valuation period from the investment
          operations of the subaccount;

     (b)  is the net asset value per share of the shares held in the subaccount
     determined as of the end of the immediately preceding valuation period.

     (c)  is the charge for mortality and expense risk during the valuation
     period, equal on an annual basis to 1.35% (for the Annual Step-Up Death
     Benefit) of the daily net asset value of the subaccount, plus the 0.40%
     administrative charge.

   Illustration of Mutual Fund Account Accumulation Unit Value Calculations

      Formula and Illustration for Determining the Net Investment Factor

Net Investment Factor = (A + B - C) - E
                         ---------
                             D

Where:    A =  The net asset value of an underlying fund share as of the end of
               the current valuation period.
               Assume.................................................A = $11.57

          B =  The per share amount of any dividend or capital gains
               distribution since the end of the immediately preceding valuation
               period.
               Assume.................................................B = 0

          C =  The per share charge or credit for any taxes reserved for at the
               end of the current valuation period.
               Assume.................................................C = 0

          D =  The net asset value of an underlying fund share at the end of the
               immediately preceding valuation period.
               Assume.................................................D = $11.40

          E =  The daily deduction for the mortality and expense risk fee and
               the administrative charge, which totals 1.75% on an annual basis.
               On a daily basis, E equals .000047529.

Then, the net investment factor = (11.57 + 0 - 0) -.000047529 = Z = 1.014864752.
                                   -------------
                                      (11.40)

       Formula and Illustration for Determining Accumulation Unit Value

Accumulation Unit Value = A * B

Where: A =     The accumulation unit value for the immediately preceding
               valuation period.

                                      -20-
<PAGE>

               Assume..................................................... = $ X

        B =    The net investment factor for the current valuation period.
               Assume..................................................... = Y

Then, the accumulation unit value = $ X * Y = $ Z

Annuity Unit Value and Annuity Payment Rates

For the mutual fund account, the amount of variable annuity payments will vary
with annuity unit values. Annuity unit values rise if the net investment
performance of the subaccount exceeds the assumed interest rate of 5% annually.
Conversely, annuity unit values fall if the net investment performance of the
subaccount is less than the assumed rate. The value of a variable annuity unit
in each subaccount was established at $1.00 on the date operations began for
that subaccount. For the mutual fund account, the value of a variable annuity
unit on any subsequent business day is equal to (a) multiplied by (b) multiplied
by (c), where:

     (a) is the variable annuity unit value on the immediately preceding
         business day;

     (b) is the net investment factor for the valuation period; and

     (c) is the investment result adjustment factor for the valuation period.

The investment result adjustment factor for the valuation period is the product
of discount factors of .99986634 per day to recognize the 5% effective annual
assumed investment return. The valuation period is the period from the close of
the immediately preceding business day to the close of the current business day.

The dollar amount of subsequent variable annuity payments will depend upon
changes in applicable annuity unit values.

The annuity payment rates vary according to the annuity option elected and the
sex and adjusted age of the annuitant at the annuity commencement date. The
group contract and/or certificate also contains a table for determining the
adjusted age of the annuitant.

              Illustration of Calculations for Annuity Unit Value
                         and Variable Annuity Payments

          Formula and Illustration for Determining Annuity Unit Value

Annuity Unit Value = A * B * C

Where: A =     annuity unit value for the immediately preceding valuation
               period.
               Assume..................................................... = $ X

       B =     Net investment factor for the valuation period for which the
               annuity unit value is being calculated.
               Assume..................................................... = Y

       C =     A factor to neutralize the assumed interest rate of 5% built into
               the Annuity Tables used.
               Assume..................................................... = Z

Then, the annuity unit value is:
               $ X * Y * Z = $ Q

              Formula and Illustration for Determining Amount of

                                      -21-
<PAGE>

                    First Monthly Variable Annuity Payment

First monthly variable annuity payment = A * B
                                         -----
                                         $1,000

Where: A =     The adjusted certificate value as of the annuity commencement
               date.
               Assume..................................................... = $ X

       B =     The Annuity purchase rate per $1,000 of adjusted certificate
               value based upon the option selected, the sex and adjusted age of
               the annuitant according to the tables contained in the group
               contract and/or certificate.
               Assume..................................................... = $ Y

Then, the first monthly variable annuity payment = $ X * $ Y = $ Z
                                                   ---------
                                                     1,000

     Formula and Illustration for Determining the Number of Annuity Units
             Represented by Each Monthly Variable Annuity Payment

Number of annuity units =  A
                           -
                           B

Where: A =     The dollar amount of the first monthly variable annuity payment.
               Assume..................................................... = $ X

       B =     The annuity unit value for the valuation date on which the first
               monthly payment is due.
               Assume..................................................... = $ Y

Then, the number of annuity units   $ X = Z
                                    ---
                                    $ Y

              FAMILY INCOME PROTECTOR - HYPOTHETICAL ILLUSTRATION

The amounts shown below are hypothetical guaranteed minimum monthly payment
amounts under the "family income protector" for a $100,000 premium when annuity
payments do not begin until the rider anniversary indicated in the left-hand
column. These figures assume the following:
 . there were no subsequent premium payments or withdrawals;
 . there were no premium taxes;
 . the $100,000 premium is subject to the family income protector;
 . the annuitant is (or both annuitants are) 60 years old when the rider is
  issued;
 . the annual growth rate is 6.0% (once established an annual growth rate will
  not change during the life of the family income protector rider); and
 . there was no upgrade of the minimum annuitization value.

Six different annuity payment options are illustrated: a male annuitant, a
female annuitant and a joint and survivor annuity, each on a Life Only and a
Life with 10-Year Certain basis. The figures below, which are the amount of the
first monthly payment, are based on an assumed investment return of 3%.
Subsequent payments will never be less than the amount of the first payment
(although subsequent payments are calculated using a 5% assumed investment
return).

Illustrations of guaranteed minimum payments based on other assumptions will be
provided upon request.

<TABLE>
<S>                                               <C>
Life Only = Life Annuity with No Period Certain   Life 10 = Life Annuity with 10 Years Certain
</TABLE>

                                      -22-
<PAGE>

================================================================================
Rider Anniversary at  Male                Female              Joint & Survivor
Exercise Date
- --------------------------------------------------------------------------------
                      Life Only  Life 10  Life Only  Life 10  Life Only  Life 10
- --------------------------------------------------------------------------------
         10 (age 70)    $ 1,135  $ 1,067     $  976   $  949     $  854   $  852
- --------------------------------------------------------------------------------
         15               1,833    1,634      1,562    1,469      1,332    1,318
- --------------------------------------------------------------------------------
         20 (age 80)      3,049    2,479      2,597    2,286      2,145    2,078
================================================================================

This hypothetical illustration should not be deemed representative of past or
future performance of any underlying variable investment option.

Withdrawals will affect the minimum annuitization value as follows: Each
certificate year, withdrawals up to the limit of the total free amount (the
minimum annuitization value on the last certificate anniversary multiplied by
the annual growth rate) reduce the minimum annuitization value on a
dollar-for-dollar basis. Withdrawals over this free amount will reduce the
minimum annuitization value on a pro rata basis by an amount equal to the
minimum annuitization value immediately prior to the excess withdrawal
multiplied by the percentage reduction in the certificate value resulting from
the excess withdrawal. The free amount will always be a relatively small
fraction of the minimum annuitization value.

The amount of the first payment provided by the family income protector will be
determined by multiplying each $1,000 of minimum annuitization value by the
applicable annuity factor shown on Schedule I of the family income protector
rider. The applicable annuity factor depends upon the annuitant's (and joint
annuitant's, if any) sex (or without regard to gender if required by law), age,
and the family income protector payment option selected and is based on a
guaranteed interest rate of 3% and the "1983 Table a" mortality table improved
to the year 2000 with projection Scale G. Subsequent payments will be calculated
as described in the family income protector rider using a 5% assumed investment
return. Subsequent payments may fluctuate annually in accordance with the
investment performance of the annuity subaccounts. However, subsequent payments
are guaranteed to never be less than the initial payment.

The stabilized payment on each subsequent certificate anniversary after
annuitization using the family income protector will equal the greater of the
initial payment or the payment supportable by the annuity units in the selected
subaccounts. The supportable payment is equal to the number of variable annuity
units in the selected subaccounts multiplied by the variable annuity unit values
in those subaccounts on the date the payment is made. The variable annuity unit
values used to calculate the supportable payment will assume a 5% assumed
investment return. If the supportable payment at any payment date during a
certificate year is greater than the stabilized payment for that certificate
year, the excess will be used to purchase additional annuity units. Conversely,
if the supportable payment at any payment date during a certificate year is less
than the stabilized payment for that certificate year, there will be a reduction
in the number of annuity units credited to the certificate to fund the
deficiency. In the case of a reduction, you will not participate as fully in the
future investment performance of the subaccounts you selected since fewer
annuity units are credited to your certificate. Purchases and reductions will be
allocated to each subaccount on a proportionate basis.

PFL bears the risk that it will need to make payments if all annuity units have
been used in an attempt to maintain the stabilized payment at the initial
payment level. In such an event, PFL will make all future payments equal to the
initial payment. Once all the annuity units have been used, the amount of your
payment will not increase or decrease and will not depend upon the performance
of any subaccounts. To compensate PFL for this risk, a guaranteed payment fee
will be deducted.

                          HISTORICAL PERFORMANCE DATA

Money Market Yields

PFL may from time to time disclose the current annualized yield of the Endeavor
Money Market Subaccount, which invests in the Endeavor Money Market Portfolio,
for a 7-day period in a manner which does not take into

                                      -23-
<PAGE>

consideration any realized or unrealized gains or losses on shares of the
Endeavor Money Market Portfolio or on its portfolio securities. This current
annualized yield is computed by determining the net change (exclusive of
realized gains and losses on the sale of securities and unrealized appreciation
and depreciation and income other than investment income) at the end of the 7-
day period in the value of a hypothetical account having a balance of 1 unit of
the Endeavor Money Market Subaccount at the beginning of the 7-day period,
dividing such net change in account value by the value of the account at the
beginning of the period to determine the base period return, and annualizing
this quotient on a 365-day basis. The net change in account value reflects (i)
net income from the portfolio attributable to the hypothetical account; and (ii)
charges and deductions imposed under a certificate that are attributable to the
hypothetical account. The charges and deductions include the per unit charges
for the hypothetical account for (i) the administrative charges; and (ii) the
mortality and expense risk fee. Current yield will be calculated according to
the following formula:

                   Current Yield = ((NCS - ES)/UV) * (365/7)

Where:
NCS  =    The net change in the value of the portfolio (exclusive of realized
          gains and losses on the sale of securities and unrealized appreciation
          and depreciation and income other than investment income) for the 7-
          day period attributable to a hypothetical account having a balance of
          1 subaccount unit.

ES   =    Per unit expenses of the subaccount for the 7-day period.

UV   =    The unit value on the first day of the 7-day period.

Because of the charges and deductions imposed under a certificate, the yield for
the Endeavor Money Market Subaccount will be lower than the yield for the
Endeavor Money Market Portfolio. The yield calculations do not reflect the
effect of any premium taxes that may be applicable to a particular certificate.

PFL may also disclose the effective yield of the Endeavor Money Market
Subaccount for the same 7-day period, determined on a compounded basis. The
effective yield is calculated by compounding the base period return according to
the following formula:

               Effective Yield = (1 + ((NCS - ES)/UV))365/7 - 1

Where:
NCS  =    The net change in the value of the portfolio (exclusive of realized
          gains and losses on the sale of securities and unrealized appreciation
          and depreciation and income other than investment income) for the 7-
          day period attributable to a hypothetical account having a balance of
          1 subaccount unit.

ES   =    Per unit expenses of the subaccount for the 7-day period.

UV   =    The unit value on the first day of the 7-day period.

The yield on amounts held in the Endeavor Money Market Subaccount normally will
fluctuate on a daily basis. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. The Endeavor Money Market Subaccount's actual yield is affected by
changes in interest rates on money market securities, average portfolio maturity
of the Endeavor Money Market Portfolio, the types and quality of portfolio
securities held by the Endeavor Money Market Portfolio and its operating
expenses. For the seven days ended December 31, 1998, the effective yield of the
Endeavor Money Market Subaccount was 3.083%. For the seven days ended December
31, 1998, the yield of the Endeavor Money Market Subaccount was 3.236%.

                                      -24-
<PAGE>

Other Subaccount Yields

PFL may from time to time advertise or disclose the current annualized yield of
one or more of the mutual fund subaccounts (except the Endeavor Money Market
Subaccount) for 30-day periods. The annualized yield of a subaccount refers to
income generated by the subaccount over a specific 30-day period. Because the
yield is annualized, the yield generated by a subaccount during the 30-day
period is assumed to be generated each 30-day period over a 12-month period. The
yield is computed by: (i) dividing the net investment income of the subaccount
less subaccount expenses for the period, by (ii) the maximum offering price per
unit on the last day of the period times the daily average number of units
outstanding for the period, (iii) compounding that yield for a 6-month period,
and (iv) multiplying that result by 2. Expenses attributable to the subaccount
include (i) the administrative charges; and (ii) the mortality and expense risk
fee. The 30-day yield is calculated according to the following formula:

                 Yield = 2 * ((((NI - ES)/(U - UV))+ 1)6 - 1)

Where:
NI   =    Net investment income of the subaccount for the 30-day period
          attributable to the subaccount's unit.

ES   =    Expenses of the subaccount for the 30-day period.

U    =    The average number of units outstanding.

UV   =    The unit value at the close (highest) of the last day in the 30-day
          period.

Because of the charges and deductions imposed by the mutual fund account, the
yield for a mutual fund subaccount will be lower than the yield for its
corresponding portfolio. The yield calculations do not reflect the effect of any
premium taxes that may be applicable to a particular certificate.

The yield on amounts held in the mutual fund subaccounts normally will fluctuate
over time. Therefore, the disclosed yield for any given past period is not an
indication or representation of future yields or rates of return. The types and
quality of its investments and its operating expenses affect a subaccount's
actual yield.

Total Returns

PFL may from time to time also advertise or disclose total returns for one or
more of the mutual fund subaccounts for various periods of time. One of the
periods of time will include the period measured from the date the subaccount
commenced operations. When a subaccount has been in operation for 1, 5 and 10
years, respectively, the total return for these periods will be provided. Total
returns for other periods of time may from time to time also be disclosed. Total
returns represent the average annual compounded rates of return that would
equate an initial investment of $1,000 to the redemption value of that
investment as of the last day of each of the periods. The ending date for each
period for which total return quotations are provided will be for the most
recent month end practicable, considering the type and media of the
communication and will be stated in the communication.

Total returns will be calculated using subaccount unit values which PFL
calculates on each business day based on the performance of the mutual fund
account's underlying portfolio, and the deductions for the mortality and expense
risk fee and the administrative charges. Total return calculations will reflect
the effect of surrender charges that may be applicable to a particular period.
The total return will then be calculated according to the following formula:

                               P (1 + T)N = ERV

Where:
T    =    The average annual total return net of subaccount recurring charges.

                                      -25-
<PAGE>

ERV  =    The ending redeemable value of the hypothetical account at the end of
          the period.

P    =    A hypothetical initial payment of $1,000.

N    =    The number of years in the period.

Other Performance Data

PFL may from time to time also disclose average annual total returns in a non-
standard format in conjunction with the standard format described above. The
non-standard format will be identical to the standard format except that the
surrender charge percentage will be assumed to be 0%.

PFL may from time to time also disclose cumulative total returns in conjunction
with the standard format described above. The cumulative returns will be
calculated using the following formula.

                              CTR = (ERV / P) - 1

Where:
CTR  =    The cumulative total return net of subaccount recurring charges for
          the period.

ERV  =    The ending redeemable value of the hypothetical investment at the end
          of the period.

P    =    A hypothetical initial payment of $1,000.

All non-standard performance data will only be advertised if the standard
performance data for the same period, as well as for the required period, is
also disclosed.

Adjusted Historical Performance Data--The Mutual Fund Account

From time to time, sales literature or advertisements may quote average annual
total returns for periods prior to the date a particular mutual fund subaccount
commenced operations. Such performance information for the mutual fund
subaccounts will be calculated based on the performance of the various
portfolios and the assumption that the mutual fund subaccounts were in existence
for the same periods as those indicated for the portfolios, with the level of
certificate charges that are currently in effect.

                               PUBLISHED RATINGS

PFL may from time to time publish in advertisements, sales literature and
reports to owners, the ratings and other information assigned to it by one or
more independent rating organizations such as A.M. Best Company, Standard &
Poor's Insurance Ratings Services, Moody's Investors Service and Duff & Phelps
Credit Rating Co. The purpose of the ratings is to reflect the financial
strength and/or claims-paying ability of PFL. The ratings should not be
considered as bearing on the investment performance of assets held in the mutual
fund account or of the safety or riskiness of an investment in the mutual fund
account. Each year the A.M. Best Company reviews the financial status of
thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect their current opinion of the relative financial strength and
operating performance of an insurance company in comparison to the norms of the
life/health insurance industry. In addition, the claims-paying ability of PFL as
measured by Standard & Poor's Insurance Ratings Services, Moody's Investors
Service or Duff & Phelps Credit Rating Co. may be referred to in advertisements
or sales literature or in reports to owners. These ratings are opinions of an
operating insurance company's financial capacity to meet the obligations of its
insurance policies in accordance with their terms. Claims-paying ability ratings
do not refer to an insurer's ability to meet non-policy obligations (i.e.,
debt/commercial paper).

                            STATE REGULATION OF PFL

                                      -26-
<PAGE>

PFL is subject to the laws of Iowa governing insurance companies and to
regulation by the Iowa Division of Insurance. An annual statement in a
prescribed form is filed with the Division of Insurance each year covering the
operation of PFL for the preceding year and its financial condition as of the
end of such year. Regulation by the Division of Insurance includes periodic
examination to determine PFL's contract liabilities and reserves so that the
Division may determine the items are correct. PFL's books and accounts are
subject to review by the Division of Insurance at all times and a full
examination of its operations is conducted periodically by the National
Association of Insurance Commissioners. In addition, PFL is subject to
regulation under the insurance laws of other jurisdictions in which it may
operate.

                                ADMINISTRATION

PFL performs administrative services for the certificates. These services
include issuance of the certificates, maintenance of records concerning the
certificates, and certain valuation services.

                              RECORDS AND REPORTS

All records and accounts relating to the mutual fund account will be maintained
by PFL. As presently required by the Investment Company Act of 1940, as amended,
and regulations promulgated thereunder, PFL will mail to all certificate owners
at their last known address of record, at least annually, reports containing
such information as may be required under that Act or by any other applicable
law or regulation. Certificate Owners will also receive confirmation of each
financial transaction and any other reports required by law or regulation.

                         DISTRIBUTION OF THE ANNUITIES

The certificates are offered to the public through brokers licensed under the
federal securities laws and state insurance laws. The offering of the
certificates is continuous and PFL does not anticipate discontinuing the
offering of the certificates. However, PFL reserves the right to discontinue the
offering of the certificates.

AFSG Securities Corporation, an affiliate of PFL, is the principal underwriter
of the certificates and may enter into agreements with broker-dealers for the
distribution of the certificates. Distribution of the certificates had not begun
as of the date of this prospectus.

                                 VOTING RIGHTS

The Mutual Fund Account

To the extent required by law, PFL will vote the underlying funds' shares held
by the mutual fund account at regular and special shareholder meetings of the
underlying funds in accordance with instructions received from persons having
voting interests in the portfolios, although the Endeavor Series Trust does not
hold regular annual shareholder meetings. If, however, the 1940 Act or any
regulation thereunder should be amended or if the present interpretation thereof
should change, and as a result PFL determines that it is permitted to vote the
Endeavor Series Trust shares in its own right, it may elect to do so.

Before the annuity commencement date, you hold the voting interest in the
selected portfolios. The number of votes that you have the right to instruct
will be calculated separately for each subaccount. The number of votes that you
have the right to instruct for a particular subaccount will be determined by
dividing your certificate value in the subaccount by the net asset value per
share of the corresponding portfolio in which the subaccount invests. Fractional
shares will be counted.

                                      -27-
<PAGE>

After the annuity commencement date, the person receiving annuity payments has
the voting interest, and the number of votes decreases as annuity payments are
made and as the reserves for the certificate decrease. The person's number of
votes will be determined by dividing the reserve for the certificate allocated
to the applicable Subaccount by the net asset value per share of the
corresponding portfolio. Fractional shares will be counted.

The number of votes that you or the person receiving income payments has the
right to instruct will be determined as of the date established by the
underlying fund for determining shareholders eligible to vote at the meeting of
the underlying fund. PFL will solicit voting instructions by sending you, or
other persons entitled to vote, written requests for instructions prior to that
meeting in accordance with procedures established by the underlying fund.
Portfolio shares as to which no timely instructions are received and shares held
by PFL in which you, or other persons entitled to vote, have no beneficial
interest will be voted in proportion to the voting instructions that are
received with respect to all certificates participating in the same subaccount.

Each person having a voting interest in a Subaccount will receive proxy
material, reports, and other materials relating to the appropriate Portfolio.

                                OTHER PRODUCTS

PFL makes other variable annuities available that may also be funded through the
mutual fund account. These variable annuities may have different features, such
as different investment options or charges.

                               CUSTODY OF ASSETS

The assets of each of the mutual fund subaccounts are held by PFL. The assets of
each of the subaccounts are segregated and held separate and apart from the
assets of the other subaccounts and from PFL's general account assets. PFL
maintains records of all purchases and redemptions of shares of the Endeavor
Series Trust held by each of the mutual fund subaccounts. Additional protection
for the assets of the mutual fund account is afforded by PFL's fidelity bond,
presently in the amount of $5,000,000, covering the acts of officers and
employees of PFL.

                                 LEGAL MATTERS

Sutherland Asbill & Brennan LLP, of Washington D.C. has provided legal advice to
PFL relating to certain matters under the federal securities laws applicable to
the issue and sale of the certificates.

                             INDEPENDENT AUDITORS

The Financial Statements of PFL as of December 31, 1998 and 1997, and for each
of the three years in the period ended December 31, 1998, included in this
Statement of Additional Information have been audited by Ernst & Young LLP,
Independent Auditors, 801 Grand Avenue, Suite 3400, Des Moines, Iowa 50309. The
Financial Statements of certain subaccounts of PFL Life Variable Annuity
Account C (which comprises the Annuity) will be audited by Ernst & Young.


                                      -28-
<PAGE>

                               OTHER INFORMATION

A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933 as amended, with respect to the
certificates discussed in this Statement of Additional Information. Not all of
the information set forth in the Registration Statement, amendments and exhibits
thereto has been included in the prospectus or this Statement of Additional
Information. Statements contained in the Prospectus and this Statement of
Additional Information concerning the content of the certificates and other
legal instruments are intended to be summaries. For a complete statement of the
terms of these documents, reference should be made to the instruments filed with
the Securities and Exchange Commission.

                             FINANCIAL STATEMENTS

The values of your interest in the mutual fund account will be affected solely
by the investment results of the selected subaccount(s). Financial Statements of
The PFL Life Variable Annuity Account C are contained herein. The financial
statements of PFL, which are included in this Statement of Additional
Information, should be considered only as bearing on the ability of PFL to meet
its obligations under the certificates. They should not be considered as bearing
on the investment performance of the assets held in the mutual fund account.

                                      -29-
<PAGE>

PART C         OTHER INFORMATION

Item 24.       Financial Statements and Exhibits

         (a)   Financial Statements

               All required financial statements are included in Part B of this
               Registration Statement.

         (b)   Exhibits:

               (1)  (a)  Resolution of the Board of Directors of PFL Life
                         Insurance Company authorizing establishment of the
                         Mutual Fund Account. Note 1

               (2)       Not Applicable.

               (3)  (a)  Principal Underwriting Agreement by and between PFL
                         Life Insurance Company, on its own behalf and on the
                         behalf of the Mutual Fund Account, and AFSG Securities
                         Corporation. Note 7

                    (b)  Amendment to Exhibit A of Principal Underwriting
                         Agreement by and between PFL Life Insurance Company,
                         on its own behalf and on the behalf of the Mutual Fund
                         Account, and AFSG Securities Corporation. Note 9

                    (c)  Form of Broker/Dealer Supervision and Sales Agreement
                         by and between AFSG Securities Corporation and the
                         Broker/Dealer. Note 7

               (4)  (a)  Form of Group Master Policy and Optional Riders for the
                         Endeavor Generations Plus Variable Annuity. Note 9

                    (b)  Form of Group Certificate for the Endeavor Generations
                         Plus Variable Annuity. Note 9

                    (c)  Form of Individual Policy for the Endeavor Generations
                         Plus Variable Annuity. Note 9

               (5)  (a)  Form of Group Master Application for the Endeavor
                         Generations Plus Variable Annuity. Note 9

                    (b)  Form of Group Certificate Enrollment Application for
                         the Endeavor Generations Plus Variable Annuity. Note 9

                    (c)  Form of Individual Application for the Endeavor
                         Generations Plus Variable Annuity. Note 9

               (6)  (a)  Articles of Incorporation of PFL Life Insurance
                         Company. Note 2

                    (b)  ByLaws of PFL Life Insurance Company. Note 2

               (7)       Not Applicable.

               (8)  (a)  Participation Agreement by and between PFL Life
                         Insurance Company and Endeavor Series Trust. Note 2

                    (b)  Amendment to Participation Agreement by and between PFL
                         Life Insurance Company and Endeavor Series Trust. Note
                         6

                    (c)  Amendment to Participation Agreement by and between PFL
                         Life Insurance Company and Endeavor Series Trust. Note
                         9
<PAGE>

          (9)       Opinion and Consent of Counsel. Note 9

          (10) (a)  Consent of Independent Auditors. Note 10

          (10) (b)  Opinion and Consent of Actuary. Note 9

          (11)      Not applicable.

          (12)      Not applicable.

          (13)      Performance Data Calculations. Note 10

          (14)      Powers of Attorney. (P.S. Baird, W.L. Busler, D.C. Kolsrud,
                    R.J. Kontz) Note 3 (Craig D. Vermie) Note 4. (Brenda K.
                    Clancy) Note 5. (Larry N. Norman) Note 8.

Note 1.   Incorporated herein by reference to the Initial filing of Registrants
          Form N-4 Registration Statement (File No. 33-33085) on January 23,
          1990.

Note 2.   Incorporated herein by reference to the Registrants filing of Post-
          Effective Amendment No. 2 to Form N-4 Registration Statement (File No.
          33-33085) on April 1, 1991.

Note 3.   Incorporated herein by reference to the Registrant's filing of Post-
          Effective Amendment No. 6 to Form N-4 Registration Statement (File No.
          33-33085) on January 28, 1994.

Note 4.   Incorporated herein by reference to the Registrant's filing of Post-
          Effective Amendment No. 11 to Form N-4 Registration Statement (File
          No. 33-33085) on April 24, 1996.

Note 5.   Incorporated herein by reference to the Registrant's filing of Post-
          Effective Amendment No. 12 to Form N-4 Registration Statement (File
          No. 33-33085) on February 28, 1997.

Note 6.   Incorporated herein by reference to the Registrant's filing of Post-
          Effective Amendment No. 13 to Form N-4 Registration Statement (File
          No. 33-33085) on April 28, 1997.

Note 7.   Incorporated herein by reference to the Registrant's filing of Post-
          Effective Amendment No. 14 to Form N-4 Registration Statement (File
          No. 33-33085) on February 27, 1998.

Note 8.   Incorporated herein by reference to the Registrant's filing of Post-
          Effective Amendment No. 16 to Form N-4 Registration Statement (File
          No. 33-33085) on September 28, 1998.

Note 9.   Filed herewith.

Note 10.  To be filed by amendment.
<PAGE>

     Item 25. Directors and Officers of the Depositor (PFL Life Insurance
              Company)

<TABLE>
<CAPTION>
       Name and Business Address                                   Principal Positions and Offices with Depositor
       -------------------------                                   ---------------------------------------------
       <S>                                                         <C>
       William L. Busler                                           Director, Chairman of the Board and President
       4333 Edgewood Road, N.E.
       Cedar Rapids, Iowa 52499-0001

       Patrick S. Baird                                            Director, Senior Vice President and Chief Operating
       4333 Edgewood Road, N.E.                                    Officer
       Cedar Rapids, Iowa 52499-0001

       Craig D. Vermie                                             Director, Vice President, Secretary and General Counsel
       4333 Edgewood Road, N.E.
       Cedar Rapids, Iowa 52499-0001

       Douglas C. Kolsrud                                          Director, Senior Vice President, Chief Investment
       4333 Edgewood Road, N.E.                                    Officer and Corporate Actuary
       Cedar Rapids, Iowa 52499-0001

       Larry N. Norman                                             Director and Executive Vice President
       4333 Edgewood Road, N.E.
       Cedar Rapids, Iowa 52499-0001

       Robert J. Kontz                                             Vice President and Corporate Controller
       4333 Edgewood Road, N.E.
       Cedar Rapids, Iowa 52499-0001

       Brenda K. Clancy                                            Vice President, Treasurer and Chief Financial Officer
       4333 Edgewood Road, N.E.
       Cedar Rapids, Iowa 52499-0001
</TABLE>

     Item 26. Persons Controlled by or Under Common Control with the Depositor
              or Registrant

<TABLE>
<CAPTION>
                                    Jurisdiction of        Percent of Voting
Name                                Incorporation          Securities Owned                   Business
- ----                                -------------          ----------------                   --------
<S>                                 <C>                    <C>                                <C>
AEGON N.V.                          Netherlands            53.63% of Vereniging               Holding company
                                    Corporation            AEGON Netherlands
                                                           Membership Association

Groninger Financieringen B.V.       Netherlands            100% of AEGON N.V.                 Holding company
                                    Corporation            Netherlands Corporation

AEGON Netherland N.V.               Netherlands            100% of AEGON N.V.                 Holding company
                                    Corporation            Netherlands Corporation

AEGON Nevak Holding B.V.            Netherlands            100% of AEGON N.V.                 Holding company
                                    Corporation            Netherlands Corporation

AEGON International N.V.            Netherlands            100% of AEGON N.V.                 Holding company
                                    Corporation            Netherlands Corporation
</TABLE>
<PAGE>

<TABLE>
<S>                                 <C>                    <C>                                <C>
Voting Trust                        Delaware                                                  Voting Trust
Trustees:
K.J. Storm
Donald J. Shepard
H.B. Van Wijk
Dennis Hersch

AEGON U.S. Holding                  Delaware               100% of Voting Trust               Holding company
Corporation

Short Hills Management              New Jersey             100% of AEGON U.S.                 Holding company
Company                                                    Holding Corporation

CORPA Reinsurance                   New York               100% of AEGON U.S.                 Holding company
Company                                                                                       Holding Corporation

AEGON Management                    Indiana                100% of AEGON U.S.                 Holding company
Company                                                                                       Holding Corporation

RCC North America Inc.              Delaware               100% of AEGON U.S.                 Holding company
                                                                                              Holding Corporation

AEGON USA, Inc.                     Iowa                   100% AEGON U.S.                    Holding company
                                                                                              Holding Corporation

AUSA Holding Company                Maryland               100% AEGON USA, Inc.               Holding company

Monumental General Insurance        Maryland               100% AUSA Holding Co.              Holding company
Group, Inc.

Trip Mate Insurance Agency, Inc.    Kansas                 100% Monumental General            Sale/admin. of travel
                                                           Insurance Group, Inc.              insurance

Monumental General                  Maryland               100% Monumental General            Provides management
Administrators, Inc.                                       Insurance Group, Inc.              srvcs. to unaffiliated
                                                                                              third party
                                                                                              administrator

Executive Management and            Maryland               100% Monumental General            Provides actuarial
Consultant Services, Inc.                                  Administrators, Inc.               consulting services

Monumental General Mass             Maryland               100% Monumental General            Marketing arm for
Marketing, Inc.                                            Insurance Group, Inc.              sale of mass marketed
                                                                                              insurance coverages

Diversified Investment              Delaware               100% AUSA Holding Co.              Registered investment
Advisors, Inc.                                                                                advisor

Diversified Investors Securities    Delaware               100% Diversified Investment        Broker-Dealer
Corp.                                                                                         Advisors, Inc.

AEGON USA Securities, Inc.          Iowa                   100% AUSA Holding Co.              Broker-Dealer

Supplemental Ins. Division, Inc.    Tennessee              100% AUSA Holding Co.              Insurance
</TABLE>
<PAGE>

<TABLE>
<S>                                 <C>                    <C>                                <C>
Creditor Resources, Inc.            Michigan               100% AUSA Holding Co.              Credit insurance

CRC Creditor Resources              Canada                 100% Creditor Resources, Inc.      Insurance agency
Canadian Dealer Network Inc.

AEGON USA Investment                Iowa                   100% AUSA Holding Co.              Investment advisor
Management, Inc.

AEGON USA Realty                    Iowa                   100% AUSA Holding Co.              Provides real estate
Advisors, Inc.                                                                                administrative and real
                                                                                              estate investment services

Quantra Corporation                 Delaware               100% AEGON USA Realty              Real estate and financial
                                                           Advisors, Inc.                     software production and
                                                                                              sales

Quantra Software Corporation        Delaware               100% Quantra Corporation           Manufacture and sell
                                                                                              mortgage loan and security
                                                                                              management software

Landauer Realty Advisors, Inc.      Iowa                   100% AEGON USA Realty              Real estate counseling
                                                                                              Advisors, Inc.

Landauer Associates, Inc.           Delaware               100% AEGON USA Realty              Real estate counseling
                                                                                              Advisors, Inc.

Realty Information Systems, Inc.    Iowa                   100% AEGON USA Realty              Information Systems for
                                                           Advisors, Inc.                     real estate investment
                                                                                              management

AEGON USA Realty                    Iowa                   100% AEGON USA                     Real estate management
Management, Inc                                            Realty Advisors, Inc.

USP Real Estate Investment Trust    Iowa                   21.89% First AUSA Life             Real estate investment
                                                           Ins. Co , 13.11% PFL Life          trust
                                                           Ins. Co. 4.86% Bankers
                                                           United Life Assurance Co.

RCC Properties Limited              Iowa                   AEGON USA Realty                   Limited Partnership
Partnership                                                Advisors Inc. is General
                                                           Partner and 5% owner.

AUSA Financial Markets, Inc.        Iowa                   100% AUSA Holding Co.              Marketing

Endeavor Investment Advisors        California             49.9% AUSA Financial               General Partnership
                                                                                              Markets, Inc.

Universal Benefits Corporation      Iowa                   100% AUSA Holding Co.              Third party administrator

Investors Warranty of               Iowa                   100% AUSA Holding Co.              Provider of automobile
America, Inc.                                                                                 extended maintenance
                                                                                              contracts

Massachusetts Fidelity Trust Co.    Iowa                   100% AUSA Holding Co.              Trust company
</TABLE>
<PAGE>

<TABLE>
<S>                                 <C>                    <C>                                <C>
Money Services, Inc.                Delaware               100% AUSA Holding Co.              Provides financial
                                                                                              counseling  for employees
                                                                                              and agents of  affiliated
                                                                                              companies

Zahorik Company, Inc.               California             100% AUSA Holding Co.              Broker-Dealer

ZCI, Inc.                           Alabama                100% Zahorik Company, Inc.         Insurance agency

AEGON Asset Management              Delaware               100% AUSA Holding Co.              Registered investment Services, Inc.
advisor

Intersecurities, Inc.               Delaware               100% AUSA Holding Co.              Broker-Dealer

Associated Mariner Financial        Michigan               100% Intersecurities, Inc.         Holding co./management
Group, Inc.                                                                                   services

Mariner Financial Services, Inc.    Michigan               100% Associated Mariner            Broker/Dealer
                                                           Financial Group, Inc.

Mariner Planning Corporation        Michigan               100% Mariner Financial             Financial planning
                                                           Services, Inc.

Associated Mariner Agency, Inc.     Michigan               100% Associated Mariner            Insurance agency
                                                           Financial Group, Inc.

Associated Mariner Agency           Hawaii                 100% Associated Mariner            Insurance agency
of Hawaii, Inc.                                            Agency, Inc.

Associated Mariner Ins. Agency      Massachusetts          100% Associated Mariner            Insurance agency
of Massachusetts, Inc.                                     Agency, Inc.

Associated Mariner Agency           Ohio                   100% Associated Mariner            Insurance agency
Ohio, Inc.                                                 Agency, Inc.

Associated Mariner Agency           Texas                  100% Associated Mariner            Insurance agency
Texas, Inc.                                                Agency, Inc.

Associated Mariner Agency           New Mexico             100% Associated Mariner            Insurance agency
New Mexico, Inc.                                           Agency, Inc.

Mariner Mortgage Corp.              Michigan               100% Associated Mariner            Mortgage origination
                                                           Financial Group, Inc.

Idex Investor Services, Inc.        Florida                100% AUSA Holding Co.              Shareholder services

Idex Management, Inc.               Delaware               50% AUSA Holding Co.               Investment advisor
                                                                                              50% Janus Capital Corp.

IDEX Series Fund                    Massachusetts          Various                            Mutual fund

First AUSA Life Insurance           Maryland               100% AEGON USA, Inc.               Insurance holding Company
                                                           company
</TABLE>
<PAGE>

<TABLE>
<S>                                 <C>                    <C>                                <C>
AUSA Life Insurance                 New York               100% First AUSA Life               Insurance
Company, Inc.                                              Insurance Company

Life Investors Insurance            Iowa                   100% First AUSA Life               Insurance
Company of America                                         Ins. Co.

Life Investors Alliance, LLC        Delaware               100% LIICA                         Purchases, own, and hold
                                                                                              the equity interest of other
                                                                                              entities

Bankers United Life                 Iowa                   100% Life Investors Ins.           Insurance
Assurance Company                                          Company of America

Life Investors Agency               Iowa                   100% Life Investors Ins.           Marketing
Group, Inc.                                                Company of America

PFL Life Insurance Company          Iowa                   100% First AUSA Life               Insurance
                                                           Ins. Co.

AEGON Financial Services            Minnesota              100% PFL Life Insurance Co.        Marketing
Group, Inc.

AEGON Assignment Corporation        Kentucky               100% AEGON Financial               Administrator of structured
of Kentucky                                                Services Group, Inc.               settlements

AEGON Assignment Corporation        Illinois               100% AEGON Financial               Administrator of structured
                                                           Services Group                     settlements

Southwest Equity Life Ins. Co.      Arizona                100% of Common Voting              Insurance
                                                           Stock
                                                           First AUSA Life Ins. Co.

Iowa Fidelity Life Insurance Co.    Arizona                100% of Common Voting              Insurance
                                                           Stock
                                                           First AUSA Life Ins. Co.

Western Reserve Life Assurance      Ohio                   100% First AUSA Life               Insurance
Co. of Ohio                                                Ins. Co.

WRL Series Fund, Inc.               Maryland               Various                            Mutual fund

WRL Investment Services, Inc.       Florida                100% Western Reserve Life          Provides administration for
                                                           Assurance Co. of Ohio              affiliated mutual fund

WRL Investment                      Florida                100% Western Reserve Life          Registered investment Management, Inc.
                                                           Assurance Co. of Ohio              advisor

AEGON Equity Group, Inc.            Florida                100% Western Reserve Life          Insurance agency
                                                           Assurance Co. of Ohio

ISI Insurance Agency, Inc.          California             100% Western Reserve Life          Insurance agency
                                                           Assurance Co. of Ohio

ISI Insurance Agency                Ohio                   100% ISI Insurance                 Insurance agency
of Ohio, Inc.                                              Agency Inc.
</TABLE>
<PAGE>

<TABLE>
<S>                                 <C>                    <C>                                <C>
ISI Insurance Agency                Texas                  100% ISI Insurance                 Insurance agency
of Texas, Inc.                                             Agency Inc.

ISI Insurance Agency                Massachusetts          100% ISI Insurance                 Insurance Agency
of Massachusetts, Inc.                                     Agency Inc.

Monumental Life Insurance Co.       Maryland               100% First AUSA Life               Insurance
                                                           Ins. Co.

AEGON Special Markets               Maryland               100% Monumental Life               Marketing
Group, Inc.                                                Ins. Co.

Monumental General Casualty Co.     Maryland               100% First AUSA Life               Insurance
                                                           Ins. Co.

United Financial Services, Inc.     Maryland               100% First AUSA Life               General agency
                                                           Ins. Co.

Bankers Financial Life Ins. Co.     Arizona                100% First AUSA Life               Insurance
                                                           Ins. Co.

The Whitestone Corporation          Maryland               100% First AUSA Life               Insurance agency
                                                           Ins. Co.

Cadet Holding Corp.                 Iowa                   100% First AUSA Life               Holding company
                                                           Ins. Co.

Commonwealth General                Delaware               100% AEGON USA, Inc.               Holding company
Corporation ("CGC")

PB Series Trust                     Massachusetts          N/A                                Mutual fund

Monumental Agency Group, Inc.       Kentucky               100% CGC                           Provider of srvcs. to ins.
                                                                                              cos.

Benefit Plans, Inc.                 Delaware               100% CGC                           TPA for Peoples Security
Life Insurance Company

Durco Agency, Inc.                  Virginia               100% Benefit Plans, Inc.           General agent

Commonwealth General.               Kentucky               100% CGC                           Administrator of structured
Assignment Corporation                                                                        settlements

AFSG  Securities Corporation        Pennsylvania           100% CGC                           Broker-Dealer

PB Investment Advisors, Inc.        Delaware               100% CGC                           Registered investment
                                                                                              advisor

Diversified Financial Products Inc. Delaware               100% CGC                           Provider of investment,
                                                                                              marketing and admin.
                                                                                              services to ins. cos.

AEGON USA Real Estate               Delaware               100% Diversified Financial         Real estate and mortgage
Services, Inc.                                             Products Inc..                     holding company
</TABLE>
<PAGE>

<TABLE>
<S>                                 <C>                    <C>                                <C>
Capital Real Estate                 Delaware               100% CGC                           Furniture and equipment
Development Corporation                                                                       lessor

Capital General Development         Delaware               100% CGC                           Holding company
Corporation

Ammest Realty Corporation           Texas                  100% Peoples Security Life         Special purpose subsidiary
                                                           Insurance Company

JMH Operating Company, Inc.         Mississippi            100% Peoples Security Life         Real estate holdings
                                                           Insurance Company

Independence Automobile             Florida                100% Capital Security              Automobile Club
Association, Inc.                                          Life Insurance Company

Independence Automobile             Georgia                100% Capital Security              Automobile Club
Club, Inc.                                                 Life Insurance Company

Capital 200 Block Corporation       Delaware               100% CGC                           Real estate holdings

Capital Broadway Corporation        Kentucky               100% CGC                           Real estate holdings

Southlife, Inc.                     Tennessee              100% CGC                           Investment subsidiary

Ampac Insurance Agency, Inc.        Pennsylvania           100% CGC                           Provider of management
(EIN 23-1720755)                                                                              support services

National Home Life Corporation      Pennsylvania           100% Ampac Insurance               Special-purpose subsidiary
                                                           Agency, Inc.

Compass Rose Development            Pennsylvania           100% Ampac Insurance               Special-purpose subsidiary
Corporation                                                Agency, Inc.

Frazer Association Consultants,     Illinois               100% Ampac Insurance               TPA license-holder
Inc.                                                       Agency, Inc.

Valley Forge Associates, Inc.       Pennsylvania           100% Ampac Insurance               Furniture & equipment
                                                           Agency, Inc.                       lessor

Veterans Benefits Plans, Inc.       Pennsylvania           100% Ampac Insurance               Administrator of group
                                                           Agency, Inc.                       insurance programs

Veterans Insurance Services, Inc.   Delaware               100% Ampac Insurance               Special-purpose subsidiary
                                                           Agency, Inc.

Academy Insurance Group, Inc.       Delaware               100% CGC                           Holding company

Academy Life Insurance Co.          Missouri               100% Academy Insurance             Insurance company
                                                           Group, Inc.

Pension Life Insurance              New Jersey             100% Academy Insurance             Insurance company
Company of America                                         Group, Inc.

Academy Services, Inc.              Delaware               100% Academy Insurance             Special-purpose subsidiary
                                                           Group, Inc.
</TABLE>
<PAGE>

<TABLE>
<S>                                 <C>                    <C>                                <C>
Ammest Development Corp. Inc.       Kansas                 100% Academy Insurance             Special-purpose subsidiary
                                                           Group, Inc.

Ammest Insurance Agency, Inc.       California             100% Academy Insurance             General agent
                                                           Group, Inc.

Ammest Massachusetts                Massachusetts          100% Academy Insurance             Special-purpose subsidiary
Insurance Agency, Inc.                                     Group, Inc.

Ammest Realty, Inc.                 Pennsylvania           100% Academy Insurance             Special-purpose subsidiary
                                                           Group, Inc.

Ampac,  Inc.                        Texas                  100% Academy Insurance             Managing general agent
                                                           Group, Inc.

Ampac Insurance Agency, Inc.        Pennsylvania           100% Academy Insurance             Special-purpose subsidiary
(EIN 23-2364438)                                           Group, Inc.

Data/Mark Services, Inc.            Delaware               100% Academy Insurance             Provider of mgmt. services
                                                           Group, Inc.

Force Financial Group, Inc.         Delaware               100% Academy Insurance             Special-purpose subsidiary
                                                           Group, Inc.

Force Financial Services, Inc.      Massachusetts          100% Force Fin. Group, Inc.        Special-purpose subsidiary

Military Associates, Inc.           Pennsylvania           100% Academy Insurance             Special-purpose subsidiary
                                                           Group, Inc.

NCOA Motor Club, Inc.               Georgia                100% Academy Insurance             Automobile club
                                                           Group, Inc.

NCOAA Management Company            Texas                  100% Academy Insurance             Special-purpose subsidiary
                                                           Group, Inc.

Unicom Administrative               Pennsylvania           100% Academy Insurance             Provider of admin.
Services, Inc.                                             Group, Inc.                        services

Unicom Administrative               Germany                100%Unicom Administrative          Provider of admin.
Services, GmbH                                             Services, Inc.                     services

Capital Liberty, L.P.               Delaware               79.2% Commonwealth Life            Holding Company
                                                           Insurance Company
                                                           19.8% Peoples Security Life
                                                           Insurance Company
                                                           1% CGC

Commonwealth General LLC            Turks &                100% CGC                           Special-purpose subsidiary
                                    Caicos Islands

Peoples Benefit Life                Missouri               3.7% CGC                           Insurance company
Insurance Company                                          20% Capital Liberty, L.P.
                                                           76.3% Monumental Life
                                                           Insurance Co.
</TABLE>
<PAGE>

<TABLE>
<S>                                 <C>                    <C>                                <C>
Veterans Life Insurance Co.         Illinois               100% Peoples Benefit               Insurance company
                                                           Life Insurance Company

Peoples Benefit Services, Inc.      Pennsylvania           100% Veterans Life Ins. Co.        Special-purpose subsidiary
</TABLE>

     Item 27. Number of Contract Owners

                  As of December 31, 1998, there were no Contract owners.

     Item 28. Indemnification

     The Iowa Code (Sections 490.850 et. seq.) provides for permissive
                                     -------
     indemnification in certain situations, mandatory indemnification in other
     situations, and prohibits indemnification in certain situations. The Code
     also specifies producers for determining when indemnification payments can
     be made.

     Insofar as indemnification for liabilities arising under the Securities Act
     of 933 may be permitted to directors, officers and controlling persons of
     the Depositor pursuant to the foregoing provisions, or otherwise, the
     Depositor has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Depositor of expenses incurred or paid by a director, officer or
     controlling person in connection with the securities being registered), the
     Depositor will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

     Item 29. Principal Underwriters

                  AFSG Securities Corporation
                  4333 Edgewood Road, N.E.
                  Cedar Rapids, Iowa 52499-0001

     The directors and officers of AFSG Securities Corporation are as follows:

<TABLE>
     <S>                                                  <C>
     Larry N. Norman                                      Sarah J. Strange
     Director and President                               Director and Vice President

     Frank A. Camp                                        Bob Warner
     Director and Secretary                               Assistant Compliance Officer

     Lisa Wachendorf                                      Linda Gilmer
     Vice President and                                   Treasurer/Controller
     Chief Compliance Officer

     Debra C. Cubero                                      Priscilla Hechler
     Vice President                                       Assistant Vice President and Assistant Secretary

     Emily Bates                                          Thomas Pierpan
     Assistant Treasurer                                  Assistant Vice President and Assistant Secretary

     Clifton Flenniken                                    Darin D. Smith
     Assistant Treasurer                                  Assistant Vice President and Assistant Secretary
</TABLE>

     The principal business address of each person listed is AFSG Securities
     Corporation, 4333 Edgewood Road, N.E., Cedar Rapids, IA 52499-0001.
<PAGE>

Commissions and Other Compensation Received by Principal Underwriter.
- --------------------------------------------------------------------

AFSG Securities Corporation, the broker/dealer, received $0 from the Registrant
for the year ending December 31, 1998, for its services in distributing the
Policies. No other commission or compensation was received by the principal
underwriter, directly or indirectly, from the Registrant during the fiscal year.

AFSG Securities Corporation serves as the principal underwriter for the PFL
Endeavor VA Separate Account, the PFL Retirement Builder Variable Annuity
Account, the PFL Life Variable Annuity Account A, the PFL Wright Variable
Annuity Account and the AUSA Endeavor Variable Annuity Account. These accounts
are separate accounts of PFL Life Insurance Company or AUSA Life Insurance
Company, Inc. AFSG Securities Corporation also serves as principal underwriter
for Separate Account I, Separate Account II, Separate Account IV and Separate
Account V of Peoples Benefit Life Insurance Company, and for Separate Account B
and Separate Account C of AUSA Life Insurance Company, Inc.

Item 30. Location of Accounts and Records

The records required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder, are maintained by
PFL Life Insurance Company at 4333 Edgewood Road, N.E., Cedar Rapids, Iowa
52499-0001.

Item 31. Management Services.

All management Contracts are discussed in Part A or Part B.

Item 32. Undertakings

(a)      Registrant undertakes that it will file a post-effective amendment to
         this registration statement as frequently as necessary to ensure that
         the audited financial statements in the registration statement are
         never more than 16 months old for so long as Premiums under the
         Contract may be accepted.

(b)      Registrant undertakes that it will include either (i) a postcard or
         similar written communication affixed to or included in the Prospectus
         that the applicant can remove to send for a Statement of Additional
         Information or (ii) a space in the Policy application that an applicant
         can check to request a Statement of Additional Information.

(c)      Registrant undertakes to deliver any Statement of Additional
         Information and any financial statements required to be made available
         under this Form promptly upon written or oral request to PFL at the
         address or phone number listed in the Prospectus.

(d)      PFL Life Insurance Company hereby represents that the fees and charges
         deducted under the contracts, in the aggregate, are reasonable in
         relation to the services rendered, the expenses expected to be
         incurred, and the risks assumed by PFL Life Insurance Company.
<PAGE>

                                  SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Cedar Rapids and State of Iowa, on this 19th day of July,
1999.


                                        PFL LIFE VARIABLE
                                        ANNUITY ACCOUNT C

                                        PFL LIFE INSURANCE COMPANY
                                        Depositor

                                                                 *
                                        _________________________
                                        William L. Busler
                                        President

As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the duties indicated.

Signatures                         Title                    Date
- ----------                         -----                    ----

                        *          Director                 July   , 1999
- ----------------------
Patrick S. Baird

/s/ Craig D. Vermie                Director                 July 19, 1999
- ----------------------
Craig D. Vermie

______________________  *          Director                 July ____, 1999
William L. Busler       (Principal Executive Officer)

______________________  *          Director                 July ____, 1999
Larry N. Norman

______________________  *          Director                 July ____, 1999
Douglas C. Kolsrud

______________________  *          Vice President and       July ____, 1999
Robert J. Kontz                    Corporate Controller

______________________  *          Treasurer                July ____, 1999
Brenda K. Clancy

*    By Craig D. Vermie, attorney in-fact.
<PAGE>

                                                                Registration No.
                                                                      333-______



                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549


                                _______________

                                   EXHIBITS

                                      TO

                                   FORM N-4

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933

                                      FOR

                THE ENDEAVOR GENERATIONS PLUS VARIABLE ANNUITY

                                _______________
<PAGE>

                                 EXHIBIT INDEX
                                 -------------


Exhibit No.    Description of Exhibit                                 Page No.*
- -----------    ----------------------                                 ---------

(1)(a)         Resolution
(3)(b)         Amendment to Underwriting Agreement
(4)(a)         Form of Group Master Policy and Optional Riders
(4)(b)         Form of Group Certificate
(4)(c)         Form of Individual Policy
(5)(a)         Form of Group Master Application
(5)(b)         Form of Group Certificate Enrollment Application
(5)(c)         Form of Individual Application
(8)(c)         Amendment to Participation Agreement
(9)            Opinion and Consent of Counsel
(10) (b)       Opinion and Consent of Actuary




___________
* Page numbers included only in manually executed original.

<PAGE>

                                EXHIBIT (1)(a)
                                --------------


                                  RESOLUTION

<PAGE>

                                 CERTIFICATION
                                 -------------


I, Craig D. Vermie, being the duly constituted Secretary of PFL Life Insurance
Company, an Iowa corporation with its principal place of business located at
4333 Edgewood Road N.E., Cedar Rapids, Iowa, hereby certify that the following
is a true and correct copy of a resolution adopted by the Board of Directors of
said corporation by written consent dated as of February 20, 1997, and that said
resolution is still in full force and effect:

     RESOLVED, that the officers of the Company be and they hereby are
     authorized to establish the " PFL Life Variable Annuity Account C," a
     separate account for the purpose of selling approved variable insurance
     contracts;

     BE IT FURTHER RESOLVED, that the officers of this company be and they
     hereby are authorized and instructed to take any and all actions necessary
     in order to carry out the powers hereby conferred, including but not
     limited to, the filing of any statement and amendments thereto with the
     Securities and Exchange Commission, execution of any and all required
     underwriting agreements, state regulatory filings, Blue Sky filings, policy
     filings, and to execute any and all other documents that may be required by
     any Federal, state or local regulatory agency in order to operate the
     separate account.

     Dated at Cedar Rapids, Iowa, this 26th day of February, 1997.



     (SEAL)

                                     By:  /s/ Craig D. Vermie
                                          -------------------
                                          Craig D. Vermie


<PAGE>

                                EXHIBIT (3)(b)
                                --------------

                 AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
<PAGE>

                 AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT

                                   EXHIBIT A

                              DATED JULY 27, 1999



1.  PFL Life Variable Annuity Account A

2.  PFL Endeavor VA Separate Account

3.  PFL Wright Variable Annuity Account

4.  PFL Retirement Builder Variable Annuity Account

5.  PFL Endeavor Target Account

6.  PFL Endeavor Variable Life Account

7.  Legacy Builder Variable Life Separate Account

8.  PFL Life Variable Annuity Account C



AFSG SECURITIES CORPORATION             PFL LIFE INSURANCE COMPANY



By:  /s/ Larry N. Norman                By:  /s/ William L. Busler
     -------------------                     ---------------------
     Larry N. Norman                         William L. Busler

Title:  President                       Title:  President
        ----------------                        ------------------

<PAGE>

                                EXHIBIT (4)(A)
                                --------------


                              GROUP MASTER POLICY
                              AND OPTIONAL RIDERS
<PAGE>

               [LOGO OF PFL LIFE INSURANCE COMPANY APPEARS HERE]

       PFL Life Insurance Company
       A Stock Company
       Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
       (Hereafter called the Company, we, our or us)    (319) 398-8511


    GROUP CONTRACT OWNER:   SECURITIES CUSTOMERS DLR INSURANCE TRUST II

  GROUP CONTRACT NUMBER:    12345

    GROUP CONTRACT DATE:    APRIL 1, 1999




     WE AGREE


 .  To provide annuity payments as       These agreements are subject to
   set forth in Section 10 of this      the provisions of this Contract.
   Contract,                            This Contract is issued in
                                        consideration of the
 .  Or to pay withdrawal benefits in     application, if any, and payment
   accordance with Section 5 of         of the premiums as provided.
   this Contract.
                                        This Contract may be applied for
 .  Or to pay death proceeds in          an issued to qualify as a tax-
   accordance with Section 9 of         qualified annuity under the
   this Contract.                       applicable sections of the
                                        Internal Revenue Code.

                       Signed for us at our home office.

             /S/ Craig D. Vermie                 /S/ William L. Busler
                   SECRETARY                           PRESIDENT

 This Contract is a legal contract between the Contract Owner and the Company.

                         READ YOUR CONTRACT CAREFULLY


               Group Flexible Premium Variable Annuity Contract
                  Income Payable At Annuity Commencement Date
           Benefits Based On The Performance Of The Separate Account
Are Variable And Are Not Guaranteed As To Dollar Amount (See Sections 6 and 10C)
AV432 101 114 199                  Non-Participating
<PAGE>

                                   SECTION 1
                                  DEFINITIONS

ADJUSTED POLICY VALUE                   GROUP CONTRACT OWNER

The Policy Value increased or           The entity, as shown on the
decreased by any Excess Interest        Contract Data Page, which applies
Adjustment                              for the Group Contract

ANNUITANT                               INVESTMENT OPTIONS

The Participant to whom annuity         Any of the Guaranteed Period
payments will be made, unless           Options of the Fixed Account, the
another payee is named.                 Dollar Cost Averaging Fixed Account
                                        Option, and any of the Subaccounts
ANNUITY COMMENCEMENT DATE               of the Separate Account(s).

Date the Annuitant will begin           PARTICIPANT
receiving payments from this
annuity, which may not be later         A person who makes premium payments
than the last day of the                or for whom premium payments are
Certificate month starting after        made under the Group Contract
the Annuitant attains age 85,
except as expressly allowed by us,      PAYEE
but in no event later than the last
day of the month following the          The person to whom annuity payments
month in which the Annuitant            will be made.
attains age 95.
                                        PAYMENT OPTIONS
CASH VALUE
                                        Options through which the
Amount defined in Section 5, that       distribution of the Adjusted Policy
can be withdrawn if the annuity         Value can be directed.
Certificate is surrendered.
                                        POLICY VALUE
CERTIFICATE
                                        The amount (defined in Section 4)
The document issued under the Group     applicable under the Certificate
Contract to the eligible                that can be used to fund one of the
Participants who apply for              Payment Options.
coverage. The Certificate is not a
part of the Group Contract              SEPARATE ACCOUNT

CERTIFICATE ANNIVERSARY                 The separate investment account(s)
                                        established by us, as described in
The anniversary of the Certificate      Section 6.
Date for each year this Certificate
remains in force.                       SUBACCOUNT

CERTIFICATE DATE                        A division of a Separate Account,
                                        as described in Section 6.
The date shown on page 3 of the
Certificate and the date on which       SURRENDER
the Certificate becomes effective.
                                        A partial or full withdrawal of
CERTIFICATE OWNER                       funds from the Policy Value or Cash
                                        Value.
The owner of the annuity
Certificate. Unless otherwise           WITHDRAWAL
specified on the Certificate Data
page, the Annuitant and the             A distribution of funds from the
Certificate Owner shall be one and      Policy Value or Cash Value.
the same person.
                                        YIELD
CERTIFICATE YEAR
                                        The effective annual interest rate
The 12 month periods following the      applicable to the Fixed Account
Certificate Date shown on the
Certificate Data page. The first        YOU, YOUR
Certificate Year starts on the
Certificate Date. Each subsequent       The owner of this Certificate.
year starts on the anniversary of       Unless otherwise specified on the
the Certificate Date.                   Certificate Data Page, the
                                        Annuitant and the Certificate Owner
DISTRIBUTION                            shall be one and the same person.

A withdrawal or disbursement of
funds from the Policy Value or Cash
Value.

GROUP CONTRACT

The Contract issued to the Group
Contract Owner, under which
Certificates are issued to eligible
Participants.

AVB432CT

                                    PAGE 2
<PAGE>

                           SECTION 2 - CONTRACT DATA


GROUP CONTRACT NUMBER: [12345]

GROUP CONTRACT DATE:   [April 15, 1999]

GROUP CONTRACT OWNER:  [Securities Customers DRL Insurance Trust II]

SEPARATE ACCOUNT:      [PFL Endeavor Variable Annuity Account]

DCA SUBACCOUNT(S):     [Money Market Portfolio,
                        U.S. Government Securities Portfolio]

PREMIUM PAYMENT MINIMUMS (PER CERTIFICATE)

  Initial Premium Payment, Nonqualified:  [$5,000.00]

  Initial Premium Payment, Qualified*:    [$2,000.00]

     *Waived for 403(b) annuities

  Subsequent Premium Payments:            [$50.00]

SERVICE CHARGE:  [$40]

Before the Annually Commencement Date:

[5%] Annually Compounding Death Benefit
     Mortality and Expense Risk Fee and Administrative Charge:  [1.75%]

Step-Up to age 75 Death Benefit
     Mortality and Expense Risk Fee and Administrative Charge:  [1.75%]

Return of Premium Death Benefit
     Mortality and Expense Risk Fee and Administrative Charge:  [1.55%]

Distribution Financing Charge  [.00%]

After the Annuity Commencement Date:    Mortality and Expense Risk Fee and
                                        Administrative Charge: [1.55%]

FIXED ACCOUNT MINIMUM ANNUAL INTEREST RATE:  3%

SURRENDER CHARGE:

                 Number of Years Since    Percentage of
                                             Premium
                 [Premium Payment Date]     Withdrawn
                        [0 - 1                 8%
                         1 - 2                 8%
                         2 - 3                 8%
                         3 - 4                 7%
                         4 - 5                 6%
                         5 - 6                 5%
                         6 - 7                 4%
                         7 - 8                 3%
                         8 - 9                 2%
                         9 and thereafter      0%]

AV 432 101 114 779 MSP

                                    PAGE 3

<PAGE>
                       SECTION 2 - CONTRACT DATA - CONT

SCHEDULE OF ADDITIONAL BENEFITS:

FORM NO.            ADDITIONAL BENEFIT(S)

AE 1051 199         LUMP SUM WITHDRAWAL OPTION
AE 1058 199         GUARANTEED MINIMUM DEATH BENEFIT
AE 1060 199         GUARANTEED MINIMUM DEATH BENEFIT
AE 1061 199         GUARANTEED MINIMUM DEATH BENEFIT
AE 1064 199         SYSTEMATIC PAYOUT OPTION
AE 1074 199         SERVICE CHARGE WAIVER
AE 1075 199         PREMIUM ENHANCEMENT]

AV 432 101 114 779 MSP

                                   PAGE 3(A)
<PAGE>

                         SECTION 3 - PREMIUM PAYMENTS

PAYMENT OF PREMIUMS                     ALLOCATION OF PREMIUM PAYMENTS

Premium payments may be made any        Premium payments may be applied to
time on or after the effective date     the various Investment Options
of the Certificate and before the       which we make available. The
Annuity Commencement Date. The          Certificate Owner must tell us what
Certificate Owner may start or          percent of each premium payment to
stop, increase or decrease, or skip     allocate to the various Investment
any premium payments.                   Options. Each percent may be either
                                        zero or any whole number; however,
MAXIMUM AND MINIMUM PREMIUM PAYMENT     the allocation among all Investment
                                        Options must total 100%.
The premium payments may not be
more than the amount permitted by       CHANGE OF ALLOCATION
law if this is a tax-qualified
annuity. The minimum premium            The Certificate Owner may change
payments we will accept are             the allocation of premium payments
specified on page 3. The maximum        to the various Investment Options.
total premium payments, per             The Certificate Owner must tell us
Participant, which we will accept       in a signed notice which gives us
without prior Company approval is       the facts that we need. Premium
$1,000,000.                             payments received after the date on
                                        which we receive the notice will be
PREMIUM PAYMENT DATE                    applied on the basis of the new
                                        allocation.
The premium payment date is the
date on which the premium payment       PREMIUM TAXES
is credited to the Certificate. The
initial premium payment less any        A state may impose a premium tax.
premium taxes will be credited to       It may be imposed when a premium
the Certificate within two business     payment is made, or on the Annuity
days of receipt of such payment and     Commencement Date, on the date of
the required information.               death, or on the date of full
Subsequent additional premium           surrender. When permitted by state
payments will be credited to the        law, we will not deduct the tax
Certificate as of the business day      until the Annuity Commencement
when the premium payment and            Date, date of death, or date of
required information are received.      full surrender.
A business day is any day on which
the New York Stock Exchange is open
for trading.

                           SECTION 4 - POLICY VALUE

POLICY VALUE                            The Adjusted Policy Value may be
                                        used on the Annuity Commencement
On or before the Annuity                Date to provide lifetime income or
Commencement Date, the Policy Value     income for a period of no less than
of each Certificate is equal to         60 months under the Payment Options
the:                                    in Section 10.

(a) premium payments; minus             SERVICE CHARGE

(b) Gross Partial Withdrawals; plus     On each Certificate Anniversary and
                                        at the time of surrender during any
(c) interest credited to the Fixed      Certificate Year before the Annuity
    Account; plus                       Commencement Date, we reserve the
                                        right to charge an amount up to the
(d) accumulated gains in the            amount of the Service Charge shown
    Separate Account; minus             on page 3 for administration
                                        expenses. It will be deducted from
(e) accumulated losses in the           each Investment Option in
    Separate Account; minus             proportion to the portion of Policy
                                        Value (prior to such charge) in
(f) service charges, premium taxes      each Investment Option,
    and transfer fees, if any.          respectively, on that Certificate
                                        Anniversary, or at the time of
ADJUSTED POLICY VALUE                   surrender. In no event will the
                                        Service Charge exceed 2% of the
The Adjusted Policy Value is the        Policy Value at the time it is
Policy Value increased or decreased     deducted.
by any Excess Interest Adjustment

M1016

                                    PAGE 4
<PAGE>

        SECTION 5 - CASH VALUE AND PARTIAL WITHDRAWALS

CASH VALUE                              4) The Excess Interest Adjustment
                                           may affect the death proceeds
The Cash Value may be partially            defined in Section 9;
withdrawn or will be paid in the
event of a full surrender of the        5) If interest rates have decreased
Certificate. We must receive               from the time the affected
written withdrawal or surrender            Guaranteed Period(s) started
request from the Certificate Owner         until the time the transaction
at or before the commencement of           occurs, the Excess Interest
annuity payments.                          Adjustment will result in
                                           additional funds available to
Information on the current amount          the Certificate Owner;
of a Certificate's Cash Value is
available upon request The Cash         6) If interest rates have increased
Value is equal to the Adjusted             from the time the affected
Policy Value less any Surrender            Guaranteed Period(s) started
Charges. There is-no Cash Value            until the time the transaction
after annuity payments have                occurs, the Excess Interest
commenced.                                 Adjustment will result in a
                                           decrease in the funds available
EXCESS INTEREST ADJUSTMENT                 to the Certificate Owner.

Full Surrenders, Partial                7) Certain amounts are not subject
Withdrawals, transfers, and amounts        to the Excess Interest
applied to a Payment Option from           Adjustment as provided in
the Fixed Account Guaranteed Period        Sections 5, 7 and 8.
Options described in Section 7 will
be subject to an Excess Interest        The formula for determining the
Adjustment except as provided for       amount of the Excess Interest
in the Partial Withdrawals              Adjustment is as follows:
provision below.
                                        Excess Interest Adjustment = S x (G-
An Excess Interest Adjustment           C) x (M/12)
applies in the following
situations:                             where: S is the gross (that is,
                                                 before surrender charges
1) When the Certificate Owner                    and premium taxes, if any)
   withdraws all or any portion of               amount being surrendered,
   their Cash Value,                             partially withdrawn,
                                                 transferred, or applied to
2) When the Certificate Owner                    a Payment Option that is
   exercises Annuity Payment                     subject to the Excess
   Options,                                      Interest Adjustment

3) When death proceeds are                     G is the guaranteed interest
   calculated. However, death                    rate for the Guaranteed
   proceeds will not be reduced if               Period applicable to S.
   the Excess Interest Adjustment
   is negative.                                M is the number of months
                                                 remaining in the
The Excess Interest Adjustment is                Guaranteed Period for S.
only applied to transactions                     rounded up to the next
affecting the Guaranteed Period                  higher whole number of
Options of the Fixed Account (see                months.
Section 7) and is based on any
change in interest rates from the              C is the current guaranteed
time the affected Guaranteed                     interest rate then being
Period(s) started until the time                 offered on new Premium
the Excess Interest Adjustment                   Payments for the next
occurs. The Excess Interest                      longer Guaranteed Period
Adjustment is applied as follows:                than "M". If the
                                                 Certificate form or such a
1) The Excess Interest Adjustment                Guaranteed Period Option
   is only applied when the                      is no longer offered, "C"
   transactions occur prior to the               will be the U.S. Treasury
   end of any Guaranteed Period                  rate for the next longer
   Option;                                       maturity (in whole years)
                                                 than "M" on the 25th day
2) Transfers to the Guaranteed                   of the previous calendar
   Period Options of the Fixed                   month, plus up to 2%.
   Account are considered Premium
   Payments for purposes of             Upon full surrender, the Excess
   determining the Excess Interest      Interest Adjustment (EIA) for each
   Adjustment;                          Guaranteed Period Option will not
                                        reduce the Adjusted Policy Value
3) The Excess Interest Adjustment       for that Guaranteed Period Option
   is distinct from, and is applied     below the amount paid into, less
   prior to, the Surrender Charge;      any prior withdrawals and transfers
                                        from, that Guaranteed Period
                                        Option, plus interest at the 3%
                                        guaranteed effective annual
                                        interest rate.

U1016

                                    PAGE 5

                               SECTION 5 - CONT

PARTIAL WITHDRAWALS                     If any Partial Withdrawal reduces
                                        the Cash Value below $500, we
We will pay the Certificate Owner a     reserve the right to pay the full
portion of the Cash Value as a          Cash Value and terminate the
Partial Withdrawal provided we          Certificate.
receive a written request while the
Certificate is in effect and before     We may delay payment of the Cash
the Annuity Commencement Date. When     Value from the Fixed Account for up
the Certificate Owner requests a        to 6 months after we receive the
Partial Withdrawal they must tell       request If the Certificate Owner
us how it is to be allocated from       dies after we receive the request,
among the Investment Options. If        but before ore the request is
the request for a Partial               processed, the request will be
Withdrawal from any Investment          processed before the death proceeds
Option is less than or equal to the     are determined.
Cash Value in that option, or
Subaccount, we will pay the amount      Each Partial Withdrawal consists of
of the request However, if the          a portion that is subject to
request for a Partial Withdrawal        Surrender Charge (that is, the
from any Investment Option is           Excess Partial Withdrawal) and a
greater than the Cash Value in that     remaining portion that is free from
option, we will pay the Cash Value      Surrender Charge (that is, the
of that Investment Option.              Surrender Charge-free amount).
                                        Either portion may be zero (0)
The Gross Partial Withdrawal is the     depending on the Partial Withdrawal
total amount which will be deducted     requested and prior amounts
from the Certificate's Policy Value     withdrawn.
as a result of each Partial
Withdrawal. The Gross Partial           Partial Withdrawals may be made
Withdrawal may be more or less than     free from Surrender Charges and
the requested Partial Withdrawal        free from Excess Interest
amount, depending on whether            Adjustments as follows:
Surrender Charges and/or Excess
Interest Adjustments apply at the       MINIMUM REQUIRED DISTRIBUTION
time the Partial Withdrawal is
requested.                                   For tax-qualified plans,
                                             Partial Withdrawals taken to
The Excess Partial Withdrawal                satisfy minimum distribution
amount is the portion of the                 requirements under Section
requested Partial Withdrawal that            401(a)(9) of the Internal
is subject to Surrender Charge               Revenue Code (IRC) are
(that is, the portion which is in            available with no Surrender
excess of the Surrender Charge-free          Charges and no Excess Interest
portion). For example, if the                Adjustments. The amount
requested withdrawal amount is $             available from each
1,000, and the Surrender Charge-             Certificate with respect to
free amount is $200, then the                the minimum distribution
Excess Partial Withdrawal would be           requirement is based solely on
$800. Excess Partial Withdrawals             this Certificate.
will reduce the Policy Value by an
amount equal to (X-Y+Z) where:               The Certificate Owner must be
                                             at least 70 1/2 years old in
X = Excess Partial Withdrawal                the calendar year of
A = Amount of Partial withdrawal             distribution, must submit a
    subject Excess Interest Adjustment       written request to us and must
Y =  Excess Interest djustment =             take the distribution before
     (A) x (G-C) x (M/12) where G.           year end. If the Certificate
     C and M are defined in the              Owner attains age 70 1/2 in
     Excess Interest Adjustment              the calendar year of
     provision above, with "A"               distribution, a written
     substituted for "S" in the              request which is postmarked no
     definitions of G and M.                 later than the end of the
Z = Surrender Charge on X minus Y.           current calendar year must be
                                             submitted to us.
The formula for determining the
Gross Partial Withdrawal is as               Systematic minimum
follows:                                     distributions must be at least
                                             $50 or a lump sum distribution
Gross Partial Withdrawal = R - E + SC        is available if minimum
                                             required distributions are
where: R is the requested Partial            less than $50
       Withdrawal;
                                             Any amount requested in excess
       E is the Excess Interest              of the IRC minimum required
       Adjustment; and                       distribution will have the
                                             appropriate Surrender Charges
       SC is the Surrender Charge on         and Excess Interest
       (EPW - E); where                      Adjustments applied, unless
                                             the excess distribution
       EPW is the Excess Partial             qualifies as Surrender Charge-
       Withdrawal amount.                    free or Excess Interest
                                             Adjustment-free under any
                                             additional options provided.

M1017

                                   PAGE 5(A)


                               SECTION 5 - CONT

NURSING CARE AND TERMINAL CONDITION          Annuitant's, Annuitant's
                                             spouse's, Certificate Owner's,
WITHDRAWAL OPTION                            or Certificate Owner's
                                             spouse's physician. Proof of
     Beginning in the first                  confinement may be a
     Certificate Year, if the                physician's statement or a
     Certificate Owner or                    statement from a hospital or
     Certificate Owner's spouse              nursing facility
     (annuitant or annuitant's               administrator.
     spouse if the Certificate
     Owner is not a natural person)     UNEMPLOYMENT WAIVER
     has been 1) confined in a
     Hospital or Nursing Facility            Beginning in the first
     for 30 consecutive days or 2)           Certificate Year, the
     diagnosed as having a Terminal          Certificate Owner may withdraw
     Condition, the Certificate              all or a portion of the Policy
     Owner may elect to withdraw             Value free of Surrender
     all or a portion of the Policy          Charges and free of any Excess
     Value without Surrender                 Interest Adjustment if the
     Charges and without Excess              Certificate Owner or
     Interest Adjustment. The                Certificate Owner's spouse
     minimum withdrawal under this           (annuitant or annuitant's
     option is $ 1000.                       spouse, if the Certificate
                                             Owner is not a natural person)
     For Nursing Care, we must               becomes unemployed. In order
     receive each withdrawal                 to qualify, the Certificate
     request and proof of                    Owner 1) must have been
     eligibility with each request           employed full time for at
     no later than 90 days                   least two years prior to
     following the date that                 becoming unemployed, 2) must
     confinement has ceased, unless          have been employed full time
     it can be shown that it was             on the Certificate Date, 3)
     not reasonably possible to              must have been unemployed for
     provide the notice and proof            at least 60 consecutive days
     within the above time period            at the time of withdrawal and
     and that the notice and proof           consist of providing us with a
     were given as soon as                   determination letter from the
     reasonably possible. However,           applicable State's Department
     in no event, except the                 of Labor which verifies that
     absence of legal capacity,              the Certificate Owner
     shall the notice and proof be           qualifies for and is receiving
     provided later than one year            unemployment benefits at the
     following the date that                 time of withdrawal. The
     confinement has ceased. For a           determination letter must be
     Terminal Condition, we must             received by us no later than
     receive each withdrawal                 15 days following the date of
     request and the applicable              the withdrawal request.
     proof of eligibility no later
     than one year following
     diagnosis of the Terminal
     Condition. Proof of a Terminal
     Condition is required only
     with the initial withdrawal
     request and must be furnished
     by the

U1017

                                   PAGE 5(B)
<PAGE>

                             SECTION 5 - CONT

SURRENDER CHARGES                      purposes, premium payments are
                                       deemed to be withdrawn before
Amounts withdrawn in excess of any     earnings.
Surrender Charge-free Partial
Withdrawals are subject to a           After all premium payments are
Surrender Charge. If applicable,       considered to be withdrawn, the
this charge will either apply for a    remaining Adjusted Policy Value may
number of years following each         be withdrawn free from any
premium payment date or for a          Surrender Charge.
number of years following the
Certificate Date as shown on page      GUARANTEED RETURN OF FIXED ACCOUNT
3. The amount of this charge, if       PREMIUM PAYMENTS
any, will be a percentage, (as
shown on page 3 of each                Upon full surrender of the
Certificate) of the amount of          Certificate, the Certificate Owner
premium withdrawn.                     will always receive at least the
                                       premium payments made to, less
For Surrender Charge purposes, the     prior withdrawals and transfers
oldest premium payment is              from, the Fixed Account
considered to be withdrawn first If
the amount withdrawn exceeds this,     MINIMUM VALUES
the next oldest premium payment is
considered to be withdrawn, and so     Benefits available under the
on until the most recent premium       Certificate are not less than those
payment is considered to be            required by any statute of the
withdrawn. For Surrender Charge        state in which the Certificate is
                                       delivered.

                          SECTION 6 - SEPARATE ACCOUNT

SEPARATE ACCOUNT                        of the Separate Account in
                                        accordance with a method of
We have established and will            valuation which we establish in
maintain one or more Separate           good faith. Valuation Period means
Account(s), indicated on the            the period of time from one
Certificate Data Page, under the        determination of the value of each
laws of the state of Iowa. Any          Subaccount to the next. Such
realized or unrealized income, net      determinations are made when the
gains and losses from the assets of     value of the assets and liabilities
the Separate Account are credited       of each Subaccount is calculated.
to or charged against it without        This is generally the close of
regard to our other income, gains       business on each day on which the
or losses. Assets are put in the        New York Stock Exchange is open.
Separate Account for the
Certificates, as well as for other      We also reserve the right to
variable annuity policies and           transfer assets of the Separate
Certificates. Any Separate Account      Account, which we determine to be
may invest assets in shares of one      associated with the class of
or more mutual fund portfolios, or      Certificates to which the
in the case of a managed Separate       Certificate belongs, to another
Account, direct investments in          separate account. If this type of
stocks or other securities as           transfer is made, the term
permitted by law. Fund Shares refer     "Separate Account", as used in this
to shares of underlying mutual          contract and in the Certificate,
funds or prorata ownership of the       shall then mean the separate
assets held in a Subaccount of a        account to which the assets were
managed Separate Account. Fund          transferred.
shares are purchased, redeemed and
valued on behalf of the Separate        We also reserve the right to:
Account.                                (a) deregister the Separate Account
                                            under the Investment Company Act o
The Separate Account is divided             1940;
into Subaccounts. Each Subaccount
invests exclusively in shares of        (b) manage the Separate Account
one of the portfolios of an                 under the direction of a
underlying mutual fund. We reserve          committee at any time;
the right to add or remove any
Subaccount of the Separate Account.     (c) restrict or eliminate any
                                            voting rights of Certificate
The assets of the Separate Account          Owners or other persons who
are our property. These assets will         have voting rights as to the
equal or exceed the reserves and            Separate Account; and
other contract liabilities of the
Separate Account. These assets will     (d) combine the Separate Account
not be chargeable with liabilities          with one or more other separate
arising out of any other business           accounts;
we conduct. We reserve the right,
subject to regulations governing        (e) create new Separate Accounts;
the Separate Account, to transfer
assets of a Subaccount, in excess       (f) add new Subaccounts to or
of the reserves and other contract          remove existing Subaccounts
liabilities with respect to that            from the Separate Account, or
Subaccount, to another Subaccount           combine Subaccounts;
or to our General Account.
                                        (g) add new underlying mutual
We will determine the fair market           funds, remove existing mutual
value of the assets                         funds, or substitute a new fund
                                            for an existing fund.

P1037

                                    PAGE 6
<PAGE>

                      SECTION 6 - SEPARATE ACCOUNT - CONT

The Net Asset Value of a fund share      provide accumulation units in those
is the per-share value calculated        Subaccounts. The number of
by the mutual fund or, in the case       accumulation units purchased in a
of a managed Separate Account, by        Subaccount will be determined by
the Company. The Net Asset Value is      dividing the premium payment
computed by adding the value of the      allocated to or any amount
Subaccount's investments, cash and       transferred to that Subaccount, by
other assets, subtracting its            the value of an accumulation unit
liabilities, and then dividing by        for that Subaccount on the premium
the number of shares outstanding.        payment or transfer date.
Net Asset Values of fund shares
reflect investment advisory fees         The number of accumulation units
and other expenses incurred in           withdrawn or transferred from the
managing a mutual fund or a managed      Subaccounts will be determined by
Separate Account                         dividing the amount withdrawn or
                                         transferred by the value of an
CHANGE IN INVESTMENT OBJECTIVE OR        accumulation unit for that
POLICY OF A MUTUAL FUND                  Subaccount on the withdrawal or
                                         transfer date.
If required by law or regulation,
an investment policy of the              The value of an accumulation unit
Separate Account will only be            on any business day is determined
changed if approved by the               by multiplying the value of that
appropriate insurance official of        unit at the end of the immediately
the state of Iowa or deemed              preceding valuation period by the
approved in accordance with such         net investment factor for the
law or regulation. If so required,       valuation period.
the process for obtaining such
approval is f fled with the              The net investment factor used to
insurance official of the state or       calculate the value of an
district in which this contract is       accumulation unit in each
delivered.                               Subaccount for the Valuation Period
                                         is determined by dividing (a) by
CHARGES AND DEDUCTIONS                   (b) and subtracting (c) from the
                                         result, where:
The Mortality and Expense Risk Fee
and the Administrative Charge are        (a) is the result of:
each deducted both before and after          (1) the net asset value of a
the Annuity Commencement Date to                 fund share held in that
compensate for changes in mortality              Subaccount determined as of
and expenses not anticipated by the              the end of the current
mortality and administration                     valuation period; plus
charges guaranteed in the contract.
                                             (2) the per share amount of any
Any applicable Service Charge is                 dividend or capital gain
deducted prior to the Annuity                    distributions made by the
Commencement Date only.                          fund for shares held in
                                                 that Subaccount if the ex-
Any applicable Distribution                      dividend date occurs during
Financing Charge is deducted prior               the valuation period; plus
to the Annuity Commencement Date                 or minus
only, to compensate f or costs of
distributing the policy.                     (3) a per share credit or
                                                 charge for any taxes
If the Mortality and Expense Risk                reserved for, which we
Fee(s) and/or Distribution                       determine to have resulted
Financing Charges are more than                  from the investment
sufficient, the Company will retain              operations of that
the balance as profit or reduce                  Subaccount.
these fees and charges in the
future.                                  (b) is the net asset value of a
                                             fund share held in that
ACCUMULATION UNITS                           Subaccount determined as of the
                                             end of the immediately
The Policy Value in the Separate             preceding valuation period.
Account before the Annuity
Commencement Date is represented by      (c) is a factor representing the
accumulation units. The dollar               Mortality and Expense Risk Fee
value of accumulation units for              and Administrative Charge
each Subaccount will change from             before the Annuity Commencement
day to day reflecting the                    Date, plus any applicable
investment experience of the                 Distribution Financing Charge.
Subaccount.                                  This factor is less than or
                                             equal to, on an annual basis,
Premium payments allocated to and            the sum of the applicable
any amounts transferred to the               percentages shown on page 3 of
Subaccounts will be applied to               the daily net asset value of a
                                             fund share held in that
                                             Subaccount.

                                         Since the net investment factor may
                                         be greater or less than one, the
                                         accumulation unit value may
                                         increase or decrease.

PB1037

                                    PAGE 7
<PAGE>

                       SECTION 7 - FIXED ACCOUNT

FIXED ACCOUNT                           We reserve the right f or new
                                        premium payments, transfers, or
Premium payments applied to and any     rollovers to offer or not to offer
amounts transferred to the Fixed        any GPO, except that we will always
Account will reflect a fixed            offer at least a one year GPO.
interest rate. The interest rates
we set will be credited for             For purposes of crediting interest
increments of at least one year         when funds are withdrawn from or
measured from each premium payment      transferred into a GPO, the amount
or transfer date. These rates will      of the oldest premium payment or
never be less than an effective         rollover into that GPO is
annual interest rate of 3%.             considered to be withdrawn first If
                                        the amount withdrawn exceeds this
GUARANTEED PERIODS                      amount, the next oldest premium
                                        payment or rollover is considered
We may offer optional Guaranteed        to be withdrawn next, and so on
Period Options, into which premium      until the most recent premium
payments may be paid or amounts         payment or rollover is considered
transferred. The current interest       to be withdrawn (this is a "First-
rate we set for funds entering each     In, First-Out" or FIFO procedure).
Guaranteed Period Option (GPO) is       Premium payment(s) or rollover(s)
guaranteed until the end of that        are deemed to be withdrawn first,
option's Guaranteed Period. At that     then credited interest.
time, the premium payment made or
amount transferred into the GPO,        Partial withdrawals, Surrenders,
less any withdrawals or transfers       transfers, and amounts applied to a
from that GPO, plus accrued             Payment Option from the Guarantee
interest, will be rolled into a new     Period Option(s) are subject to an
GPO or may be transferred to any        Excess Interest Adjustment as
Subaccount(s) within the Separate       described in Section 5.
Account(s).
                                        DOLLAR COST AVERAGING FIXED ACCOUNT
The Certificate Owner may choose        OPTION
the investment Option(s) they want
the funds rolled into by giving us      We may offer a Dollar Cost
a written notice within 30 days         Averaging (DCA) Fixed Account
before the end of the expiring          Option separate from the Guaranteed
option's Guaranteed Period.             Period Options. This option will
However, any Guaranteed Period          have a one year interest rate
elected may not extend beyond the       guarantee. The current interest
maximum Annuity Commencement Date       rate we set for the DCA Fixed
defined in Section 11. In the           Account may differ from the rates
absence of such election, the funds     credited on the one year GPO in the
will be rolled into a new GPO which     Fixed Account In addition, the
is the same as the expiring GPO         current interest rate we credit may
unless that GPO is no longer            vary on different portions of the
offered, in which case, the next        DCA Fixed Account The credited
shorter GPO offered will be used.       interest rate will never be less
The Certif icate Owner will be          than the minimum effective annual
mailed a notice of completion of        interest rate of 3%. The DCA Fixed
the rollover with the new interest      Account Option will only be
rate applicable. The new GPO will       available under a Dollar Cost
be deemed as accepted if we do not      Averaging program as described in
receive a written rejection within      Section 8.
30 days from the postmark date of
the completion notice.

                             SECTION 8 - TRANSFERS

A. TRANSFERS BEFORE THE ANNUITY        apply to Policy Value transfers at
   COMMENCEMENT DATE                   the end of a Guaranteed Period.

Prior to the Annuity Commencement      Transfers of interest credited in
Date, the Certificate Owner may        the GPOs to other Investment
transfer the value of the              Options are allowed on a "First-In,
accumulation units from one            First-Out" basis. Such transfers
Investment Option to another. The      may be made monthly, quarterly,
Certificate Owner must sign a          semi-annually, or annually. Each
notice to transfer which gives us      such transfer must be at least $50
the facts that we need.                and will not be subject to an
                                       Excess Interest Adjustment.
Transfers of Policy Value from the
Guaranteed Period Options (GPO) of     Transfers of Policy Value from the
the Fixed Account prior to the end     Separate Account are subject to a
of that GPO are subject to an          minimum of $500, or the entire
Excess Interest Adjustment If the      Subaccount Policy Value, if less.
Excess Interest Adjustment at the      However, if the remaining
time of such Policy Value transfer     Subaccount Policy Value is less
is a negative adjustment, then the     than $500, we reserve the right to
maximum Policy Value transfer is       include that amount as part of the
25% of that GPO's Policy Value,        transfer.
less Policy Values previously
transferred out of that GPO during     The Certificate Owner may choose
the current certificate year. If       which GPO to transfer to or from,
the Excess Interest Adjustment at      however, any GPO elected may not
the time of such Policy Value          extend beyond the maximum Annuity
transfer is a positive adjustment,     Commencement Date defined in
no maximum will apply to such          Section 11.
Policy Values transferred from the
GPO. No Excess Interest Adjustment
will

V1050
                                    PAGE 8
<PAGE>

                               SECTION 8 - CONT

No transfers will be allowed out of     guarantee that the Dollar Cost
the Dollar Cost Averaging Fixed         Averaging program will result in
Account Option except through the       higher Policy Values or will
Dollar Cost Averaging Option.           otherwise be successful.

We reserve the right to limit           The Dollar Cost Averaging may be
transfers to no more than 12 in any     discontinued after satisfying the
one Certificate Year. Any transfers     minimum number of required
in excess of 12 per Certificate         transfers by sending written notice
Year may be charged a $10 per           to us. While Dollar Cost Averaging
transfer fee. Transfers among           is in effect, Asset Rebalancing is
multiple Investment Options will be     not available.
treated as one transfer in
determining the number of transfers     ASSET REBALANCING
that have occurred. We also reserve
the right to prohibit transfer d to     Prior to the Annuity Commencement
the Fixed Account if we are             Date, the Certificate Owner may
crediting an effective annual           instruct us to automatically
interest rate of 3%.                    transfer amounts among the
                                        Subaccounts of the Separate Account
DOLLAR COST AVERAGING OPTION            on a regular basis to maintain a
                                        desired allocation of the Policy
Prior to the Annuity Commencement       Value among the various Subaccounts
Date, the Certificate Owner may         offered. Rebalancing will occur on
instruct us to automatically            a monthly, quarterly, semi-annual
transfer a specified amount from        or annual basis, beginning on a
the Dollar Cost Averaging (DCA)         date selected. The Certif icate
Fixed Account Option or f from the      Owner must select the percentage of
Dollar Cost Averaging                   the Policy Value desired in each of
Subaccount(s), if any, shown on         the various Subaccounts offered
page 3 to any Subaccount(s) of the      (totaling 100%). Any amounts in the
Separate Account The automatic          Fixed Account are ignored for the
transfers can occur monthly or          purposes of asset rebalancing.
quarterly. If the Dollar Cost           Rebalancing can be started, stopped
Averaging request is received prior     or changed at any time. Asset
to the 28th day of any month, the       Rebalancing is not available while
first transfer will occur on the        Dollar Cost Averaging is in effect
28th day of that month. If the          Rebalancing will cease as soon as
Dollar Cost Averaging request is        we receive a request for any other
received on or after the 28th day       transfer.
of any month, the first transfer
will occur on the 28th day of the       B. TRANSFERS AFTER THE ANNUITY
following month.                           COMMENCEMENT DATE

Prior to the Annuity Commencement       After the Annuity Commencement
Date, no transfers, (except through     Date, the Certificate Owner may
Dollar Cost Averaging) will be          transfer the value of the variable
allowed from a DCA Fixed Account        annuity units from one Subaccount
Transfers will continue until the       to another within the Separate
elected Subaccount or DCA Fixed         Account or to the Fixed Account. If
Account value is depleted. The          the Certificate Owner wants to
amount transferred each time must       transfer the value of the variable
be at least $500, All transfers         annuity units, the Certificate
from the DCA account will be the        Owner must tell us in a signed
same amount as the initial              notice which gives us the facts
transfer. Changes to the amount         that we need. We reserve the right
transferred will only be allowed        to limit transfers between the
when additional premium is              Subaccounts or to the Fixed
allocated or a new amount is            Accounts to once per Certificate
transferred into the DCA Account        Year.
Changes to the Subaccounts to which
these transfers are allocated are       The minimum amount which may be
not restricted. Transfers must be       transferred is the lesser of $10
scheduled for at least 6 but not        monthly income or the entire
more than 24 months or for at least     monthly income of the variable
4 but not more than 8 quarters each     annuity units in the Subaccount
time the Dollar Cost Averaging          from which the transfer is being
program is started or restarted         made. If the monthly income of the
following termination of the            remaining units in a Subaccount is
program for any reason.                 less than $10, we have the right to
                                        include the value of those variable
Dollar Cost Averaging results in        annuity units as part of the
the purchase of more accumulation       transfer.
units when the value of the
accumulation unit is low, and fewer     After the Annuity Commencement
accumulation units when the value       Date, no transfers may be made from
of the accumulation unit is high.       the Fixed Account to any other
However, there is no                    Investment Options.

VB1050
                                    PAGE 9
<PAGE>
                          SECTION 9 - DEATH PROCEEDS

A. DEATH PROCEEDS PRIOR TO ANNUITY     II.  Annuitant and Certificate
   COMMENCEMENT DATE                        Owner are different and the
                                            Annuitant dies.
The amount of death proceeds will
be the greater of the Cash Value,           When we have due proof that
the Policy Value, or any guaranteed         the Annuitant died prior to
minimum death benefit.                      the Annuity Commencement Date,
                                            the Certificate Owner will
If no payment option is selected by         become the new Annuitant and
the date of death, the beneficiary          no death proceeds are payable.
may make such election within one           If the Certificate Owner is
year of the date we receive due             also the deceased Annuitant's
proof of death. The beneficiary may         surviving spouse, an amount
elect to receive the death proceeds         equal to the excess, if any,
as a lump sum payment or may use            of any guaranteed minimum
the death proceeds to provide any           death benefit over the Policy
of the annuity payment options              Value will then be added to
described in Section 10. Interest           the Policy Value. This amount
on death proceeds will be paid as           will be added only once at the
required by law.                            time of such election.
                                            Furthermore, all future
B. DEATH PRIOR TO ANNUITY                   Surrender Charges will be
   COMMENCEMENT DATE                        waived.

Death proceeds are payable                  However, in lieu of becoming
contingent upon the relationships           the new Annuitant, the
between the Certificate Owner,              Certificate Owner may elect to
Annuitant, successor Certificate            have the death proceeds
Owner and beneficiary as outlined           distributed to the beneficiary
below. The Certificate must be              on the death of the Annuitant
surrendered upon settlement and             This election must be in
will be terminated upon receiving           writing and must be received
proof of death.                             by us prior to the Annuitant's
                                            death. In such case, when we
I.   Certificate Owner is also the          have due proof that the
     Annuitant When we have due             Annuitant died prior to the
     proof that the Certificate             Annuity Commencement Date, we
     Owner died before the Annuity          will provide the death
     Commencement Date, we will             proceeds to the beneficiary.
     provide the death proceeds to
     the beneficiary.                       a) If the Certificate Owner
                                               has elected to have the
     a) Beneficiary is the deceased            death proceeds paid as a
        Certificate Owner's                    lump sum, the beneficiary
        surviving spouse. The                  must, within 60 days of our
        beneficiary may elect to               receipt of due proof of the
        continue the Certificate               Annuitant's death, either:
        rather than receiving the
        death proceeds. If the                 1) receive the lump sum proceed;
        Certificate is continued,                 or
        an amount equal to the                 2) elect to receive annuity
        excess, if any, of any                    payments. Such payments
        guaranteed minimum death                  must begin within one
        benefit over the Policy                   year of our receipt of
        Value will then be added to               due proof of the
        the Policy Value. This                    Annuitant's death and
        amount will be added only                 must be made for a
        once, at the time of such                 period certain or for
        election. Furthermore, all                this beneficiary's
        future Surrender Charges                  lifetime, so long as any
        will be waived.                           period certain does not
                                                  exceed this
        If this beneficiary elects                beneficiary's life
        to have the death proceeds                expectancy.
        paid, the death proceeds
        must be distributed:                b) Death proceeds which are
                                               not paid to or for the
        (1) by the end of 5 years              benefit of a natural person
        after the date of the                  must be distributed by the
        deceased Certificate                   end of 5 years after the
        Owner's death, or                      date of the Annuitant's
                                               death.
        (2) payments must begin no
        later than one year after      III. Annuitant and Certificate
        the deceased Certificate            Owner are different and the
        Owner's death and must be           Certificate Owner dies.
        made for a period certain
        or for this beneficiary's           If the Certificate Owner dies
        lifetime, so long as any            prior to the Annuity
        period certain does not             Commencement Date and before
        exceed this beneficiary's           the entire interest in the
        life expectancy.                    Certificate is distributed,
                                            the successor Certificate
     b) Beneficiary is not the              Owner will become the new
        deceased Certificate                Certificate Owner. The
        Owner's surviving spouse.           remaining portion of any
        The death proceeds must be          interest in the policy must be
        distributed as provided in          distributed to the extent
        l.a)(1) or l.a)(2) above.           provided below in III.a),
                                            III.b), III.c), or III.d).
     c) Death proceeds which are
        not paid to or for the              a) Successor Certificate Owner
        benefit of a natural person            is the deceased Certificate
        must be distributed by the             Owner's surviving spouse.
        end of 5 years after the               The successor Certificate
        date of the deceased                   Owner may elect to continue
        Certificate Owner's death.             this Certificate rather
                                               than receive the Adjusted
                                               Policy Value. If the
                                               Certificate is continued,
                                               all future Surrender
                                               Charges will be waived. If
                                               the successor Certificate
                                               Owner elects to receive the
                                               Adjusted Policy Value, the
                                               Adjusted Policy Value must
                                               be distributed:

S961
                                    PAGE 10
<PAGE>

                               SECTION 9 - CONT

     (1) by the end of 5 years          IV.  More than one Certificate
         after the date of the               Owner. If there is more than
         deceased Certificate                one Certificate Owner, then
         Owner's death, or                   the death of any Certificate
                                             Owner will be treated the same
     (2) payments must begin no              as the death of the
         later than one year after           Certificate Owner.
         the deceased Certificate
         Owner's death and must be      D.   DEATH ON OR AFTER THE ANNUITY
         made for a period certain           COMMENCEMENT DATE
         or for the successor
         Certificate Owner's            The death proceeds on or after the
         lifetime, so long as any       Annuity Commencement Date depend on
         period certain does not        the payment option selected. If any
         exceed the successor           Certificate Owner dies on or after
         Certificate Owner's life       the Annuity Commencement Date, but
         expectancy.                    before the entire interest in the
                                        Certificate is distributed, the
     b)  Successor Certificate          remaining portion of such interest
         Owner is not the deceased      in the Certificate will be
         Certificate Owner's            distributed at least as rapidly as
         surviving spouse. The          under the method of distribution
         Adjusted Policy Value must     being used as of the date of that
         be distributed as provided     Certificate Owner's death.
         in III.a)(1) or III.a)(2)
         above.                         E.   AN OWNER IS NOT AN INDIVIDUAL

     c)  Successor Certificate          In the case of a non tax-qualified
         Owner is not a natural         annuity, if any Certificate Owner
         person. The Adjusted           or beneficial Certificate Owner is
         Policy Value must be           not an individual, then for
         distributed as provided in     purposes of the federal income tax
         III.a)(1) above.               mandatory distribution provisions
                                        in subsection C or D above, (1) the
     d)  No successor Certificate       Annuitant will be treated as the
         Owner survives the             Certificate Owner of the
         deceased Certificate           Certificate, and (2) if there is
         Owner. The deceased            any change in the Annuitant, such a
         Certificate Owner's estate     change will be treated as the death
         will become the new            of the Certificate Owner.
         Certificate Owner (or the
         estate may name a new
         Certificate Owner). The
         executor or Administrator
         must be named in a form
         acceptable to us. The
         Adjusted Policy Value must
         be distributed by the end
         of 5 years after the date
         of the deceased
         Certificate Owner's death.

                         SECTION 10 - ANNUITY PAYMENTS

A. GENERAL PAYMENT PROVISIONS           the adjusted age of the Annuitant.
                                        The adjusted age is the Annuitant's
Payment                                 actual age on the Annuitant's
                                        nearest birthday, at the Annuity
If the Certificate is in force on       Commencement Date, adjusted as
the Annuity Commencement Date, we       follows:
will use the Fixed Account portion
and/or the Separate Account portion           Annuity
of the Adjusted Policy Value to           Commencement Date   Adjusted Age
make annuity payments to the Payee        -----------------   ------------
under Option 3 and/or 3-V,                  Before 2001     Actual Age minus
respectively, with 10 years                 2010 - 2001     Actual Age minus 1
certain, or if elected, under one           2020 - 2011     Actual Age minus 2
or more of the other options                2030 - 2021     Actual Age minus 3
described in this section. However,         2040 - 2031     Actual Age minus 4
the option(s) elected must provide          After 2040      Actual Age minus 5
for lifetime income or income for a
period of at least 60 months. The       Election of Optional Method of Payment
Certificate Owner will become the
Annuitant at the Annuity                Before the Annuity Commencement
Commencement Date. Payments will be     Date the Certificate Owner can
made at 1, 3, 6 or 12 month             elect or change a payment option.
intervals. We reserve the right to      The Certificate Owner may elect, in
change the frequency of payments to     a signed notice which gives us the
avoid making payments of less than      facts that we need, annuity
$50                                     payments that may be either
                                        variable, fixed, or a combination
Before the Annuity Commencement         of both. If a combination is
Date, if the death proceeds become      elected, they must also tell us
payable or if the Certificate is        what part of the proceeds on the
surrendered, we will pay any            Annuity Commencement Date are to be
proceeds in one sum, or if elected,     applied to provide each type of
all or part of these proceeds may       payment (It must also specify which
be placed under one or more of the      Subaccounts.} The amount of a
options described in this section.      combined payment will be the sum of
If we agree, the proceeds may be        the variable and fixed payments.
placed under some other method of       Payments under a variable payment
payment instead.                        option will ref lect the investment
                                        performance of the selected
Adjusted Age                            Subaccount of the Separate Account.

Payments under Options 3 and 5, and
the first payment under Options 3-V
and 5-V are determined based on

SB961

                                    Page 11

<PAGE>
                SECTION 10 - ANNUITY PAYMENTS - CONT

Payee                                 when the Certificate Owner elects
                                      this option. The interest rate we
Unless specified otherwise, the       declare for this option may be
Payee shall be the Annuitant, or      different than the interest rate(s)
the beneficiary as specified in the   credited prior to the Annuity
Beneficiary provision.                Commencement Date.

Proof of Age                          Option 2 - Income for a Specified Period

We may require proof of the age of    We will make level payments only
any person who has an annuity         for the fixed period the
purchased under Options 3, 3-V, 5     Certificate Owner chooses. In the
and 5-V of this section before we     event of the death of the person
make the first payment.               receiving payments prior to the end
                                      of the fixed period elected,
Minimum Proceeds                      payments will be continued to that
                                      person's beneficiary or their
If the proceeds are less than         present value may be paid in a
$2,000, we reserve the right to pay   single sum. No funds will remain at
them out as a lump sum instead of     the end.
applying them to a payment option.
                                      Option 3 - Life Income - The
Premium Tax                           Certificate Owner may choose
                                      between:
We may be required by law to pay
premium tax on the amount applied     1.   No Period Certain - We will
to a payment option. If the                make level payments only
requirement is applicable to the           during the Annuitant's
issue state, we will deduct the            lifetime.
premium tax before applying the       2.   10 Years Certain - We will make
proceeds.                                  level payments for the longer
                                           of the Annuitant's lifetime or
B. FIXED ACCOUNT PAYMENTS                  ten years.
                                      3.   Guaranteed Return of Policy
Guaranteed Payment Options                 Proceeds - We will make level
                                           payments for the longer of the
The fixed account payment is               Annuitant's lifetime or until
determined by multiplying each             the total dollar amount of
$1,000 of proceeds allocated to a          payments we made to the Payee
fixed Payment Option by the amounts        equals the amount applied to
shown on page 12 for the option            this option.
selected. Options 1, 2 and 4 are
based on a guaranteed interest rate   Option 4 - Income of a Specified Amount
of 3%.
Options 3 and 5 are based on a        Payments are made for any specified
guaranteed interest rate of 3% and    amount until the amount applied to
the "1983 Table a" (male, female,     this option, with interest, are
and unisex if required by law)        exhausted. This will be a series of
mortality table improved to the       level payments followed by a
year 2000 with projection scale G.    smaller final payment In the event
(The "1983 Table a" mortality rates   of the death of the person
are adjusted based on improvements    receiving payments prior to the
in mortality since 1983 to more       time proceeds with interest are
appropriately reflect increased       exhausted, payments will be
longevity. This is accomplished       continued to that person's
using a set of improvement factors    beneficiary or their present value
referred to as projection scale G.)   may be paid in a single sum.

Option 1 - Interest Payments          Option 5 - Joint and Survivor Annuity

We will pay the interest on the       Payments are made during the joint
amount we use to provide annuity      lifetime of the Payee and a joint
payments in equal payments or this    Payee of the Certificate Owner's
amount may be left to accumulate      selection. Payments will be made as
for a period of time we and the       long as either person is living.
Certificate Owner agree to. We and
the Certificate Owner will agree on   Current Payment Options
withdrawal rights
                                      The amounts shown in the tables on
                                      page 12 are the guaranteed amounts.
                                      Current amounts offered to
                                      individuals of the same class may
                                      be obtained from us.
S962

                                  Page 11(A)


                           SECTION 10 - CONT

C. VARIABLE ACCOUNT PAYMENT OPTIONS         the percentage shown on page 3
                                            of the daily net asset value of
Variable Annuity Units                      a fund share held in the
                                            Separate Account for that
The proceeds chosen by the                  Subaccount.
Certificate Owner to apply to a
variable payment option will be         Determination of the First Variable
used to purchase variable annuity       Payment
units in Subaccounts chosen by the
Certificate Owner. The dollar value     The amount of the first variable
of variable annuity units in the        payment is determined by
chosen Subaccounts will increase or     multiplying each $ 1,000 of
decrease reflecting the investment      proceeds allocated to a variable
experience of the chosen                payment option by the amounts shown
Subaccounts. The value of a             on page 13 for the variable option
variable annuity unit in a              the Certificate Owner selects. the
particular Subaccount on any            tables are based on a 5% effective
business day is equal to (a)            annual Assumed Investment Return
multiplied by (b) multiplied by         and the "1983 Table a" (male,
(c), where:                             female, and unisex if required by
                                        law) mortality table improved to
(a) is the variable annuity unit        the year 2000 with projection scale
    value for that Subaccount on        G. (The "1983 Table a" mortality
    the immediately preceding           rates are adjusted based on
    business day;                       improvements in mortality since
                                        1983 to more appropriately reflect
(b) is the net investment factor        increased longevity. This is
    for that Subaccount for the         accomplished using a set of
    Valuation Period; and               improvement factors referred to as
                                        projection scale G.)
(c) is the Assumed Investment
    Return adjustment factor for        Option 3V - Life Income
    the Valuation Period.
                                        The Certificate Owner may choose
The Assumed Investment Return           between:
adjustment factor for the valuation
period is the product of discount       1. "No Period Certain" - Payments
factors of .99986634 per day to            will be made only during the
recognize the 5.0% effective annual        lifetime of the Annuitant.
Assumed Investment Return.
                                        2. "10 Years Certain" - Payments
The net investment factor used to          will be made for the longer of
calculate the value of a variable          the Annuitant's lifetime or ten
annuity unit in each Subaccount for        years. In the event of the death
the Valuation Period is determined         of the person receiving payments
by dividing (a) by (b) and                 prior to the end of the period
subtracting (c) from the result,           for which the election was made,
where:                                     payments will be continued to
                                           that person's beneficiary or
(a) is the net result of:                  their present value may be paid
                                           in a single sum.
    (1) the net asset value of a
        fund share held in that         Option 5V - Joint and Survivor Annuity
        Subaccount determined as of
        the end of the current          Payments are made as long as either
        valuation period; plus          the Payee or the joint Payee is
    (2) the per share amount of any     living.
        dividend or capital gain
        distributions made by the       Determination of Subsequent Variable
        fund for shares held in         Payments
        that Subaccount if the ex-
        dividend date occurs during     The amount of each variable annuity
        the Valuation Period; plus      payment after the first will
        or minus                        increase or decrease according to
    (3) a per share credit or           the value of the variable annuity
        charge for any taxes            units which reflect the investment
        reserved for, which we          experience of the selected
        determine to have resulted      Subaccounts. Each variable annuity
        from the investment             payment after the first will be
        operations of the               equal to the number of variable
        Subaccount.                     annuity units in the selected
                                        Subaccounts multiplied by the
(b) is the net asset value of a         variable annuity unit value on the
    fund share held in that             date the payment is made. The
    Subaccount determined as of the     number of variable annuity units in
    end of the immediately              each selected Subaccount is
    preceding Valuation Period.         determined by dividing the first
                                        variable annuity payment allocated
(c) is a factor representing the        to the Subaccount by the variable
    Mortality and Expense Risk Fee      annuity unit value of that
    and Administrative Charge           Subaccount on the Annuity
    applicable after the Annuity        Commencement Date.
    Commencement Date. This factor
    is less than or equal to, on an
    annual basis,

SB962

                                  PAGE 11(B)
<PAGE>

                   GUARANTEED FIXED ACCOUNT PAYMENT OPTIONS

The amounts shown in these tables are the guaranteed amounts for each $1,000 of
the proceeds. Higher current amounts may be available at the time of settlement.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
     Option 2, Table I                      Option 3, Table II           Option 3, Table III            Option 3, Table IV
- -----------------------------          ----------------------------  ----------------------------  ----------------------------
    Number         Amount of           Monthly Installment for life  Monthly Installment for life  Monthly Installment for Life
    Of Years        Monthly              No Period Certain                 10 Years Certain           Guaranteed Return of
    Payable       Installment                                                                               Proceeds
                                ------------------------------------------------------------------------------------------------
                                  Age*    Male    Female   Unisex    Male   Female    Unisex     Male   Female    Unisex
- --------------------------------------------------------------------------------------------------------------------------------
<S>               <C>           <C>      <C>      <C>      <C>      <C>     <C>       <C>       <C>     <C>       <C>
                                    50   $3.87     $3.55    $3.71   $3.84    $3.54      $3.70   $3.73    $3.49     $3.61
                                    51    3.93      3.60     3.77    3.90     3.59       3.75    3.79     3.53      3.66
                                    52    4.00      3.65     3.83    3.97     3.64       3.81    3.84     3.58      3.71
                                    53    4.07      3.71     3.90    4.04     3.70       3.87    3.90     3.63      3.76
        5              $17.91       54    4.15      3.77     3.97    4.11     3.75       3.94    3.96     3.68      3.82
        6               15.14       55    4.23      3.83     4.04    4.19     3.82       4.01    4.03     3.73      3.88
        7               13.16       56    4.32      3.90     4.11    4.27     3.88       4.08    4.10     3.79      3.94
        8               11.68       57    4.41      3.97     4.19    4.35     3.95       4.15    4.17     3.85      4.00
        9               10.53       58    4.50      4.05     4.28    4.44     4.02       4.24    4.24     3.91      4.07
       10                9.61       59    4.61      4.13     4.37    4.53     4.10       4.32    4.32     3.97      4.14
       11                8.86       60    4.72      4.21     4.47    4.63     4.18       4.41    4.40     4.04      4.22
       12                8.24       61    4.84      4.30     4.57    4.74     4.26       4.51    4.49     4.12      4.30
       13                7.71       62    4.96      4.40     4.68    4.85     4.35       4.61    4.58     4.19      4.38
       14                7.26       63    5.10      4.50     4.80    4.97     4.45       4.71    4.68     4.28      4.47
       15                6.87       64    5.24      4.61     4.93    5.09     4.55       4.83    4.78     4.36      4.56
       16                6.53       65    5.40      4.73     5.06    5.22     4.66       4.95    4.88     4.45      4.66
       17                6.23       66    5.56      4.85     5.21    5.36     4.77       5.07    4.99     4.55      4.76
       18                5.96       67    5.74      4.99     5.36    5.50     4.89       5.20    5.11     4.65      4.87
       19                5.73       68    5.93      5.13     5.53    5.65     5.02       5.34    5.24     4.76      4.98
       20                5.51       69    6.13      5.29     5.71    5.80     5.15       5.49    5.37     4.87      5.10
                                    70    6.34      5.45     5.90    5.96     5.30       5.64    5.51     4.99      5.23
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                   Option 5, Table V
- --------------------------------------------------------------------------------------------------------------------------------
                                    Monthly Installment For Joint and Full Survivor
- --------------------------------------------------------------------------------------------------------------------------------
           Age of                                              Age of Female Annuitant*
            Male
         Annuitant*    ---------------------------------------------------------------------------------------------------------
                                 15 Years      12 Years    9 Years    6 Years     3 Years                      3 Years
                                Less Than     Less Than   Less Than  Less Than   Less Than       Same As      More Than
                                 Male           Male       Male       Male        Male             Male         Male
- --------------------------------------------------------------------------------------------------------------------------------
<S>             <C>             <C>           <C>         <C>        <C>         <C>             <C>          <C>
                50               $2.99        $3.05       $3.11      $3.18       $3.25            $3.32           $3.39
                55                3.11         3.19        3.27       3.35        3.44             3.53            3.63
                60                3.27         3.37        3.47       3.58        3.70             3.82            3.95
                65                3.47         3.60        3.74       3.89        4.05             4.22            4.39
                70                3.74         3.91        4.10       4.31        4.53             4.77            5.02
- --------------------------------------------------------------------------------------------------------------------------------
                                 Monthly Installment For Unisex Joint and Full Survivor
- --------------------------------------------------------------------------------------------------------------------------------
           Age of                                               Age of Joint Annuitant*
            First
         Annuitant*    ---------------------------------------------------------------------------------------------------------
                                 15 Years      12 Years    9 Years    6 Years     3 Years                      3 Years
                                Less Than     Less Than   Less Than  Less Than   Less Than       Same As      More Than
                                 Male           Male       Male       Male        Male             Male         Male
- --------------------------------------------------------------------------------------------------------------------------------
             50                  $3.04        $3.09       $3.15      $3.21       $3.27            $3.33           $3.39
             55                   3.17         3.24        3.32       3.40        3.48             3.56            3.63
             60                   3.34         3.44        3.54       3.64        3.75             3.85            3.95
             65                   3.57         3.70        3.83       3.97        4.11             4.26            4.39
             70                   3.87         4.04        4.22       4.42        4.62             4.82            5.01
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*Adjusted Age as defined in Section 10.A.
- --------------------------------------------------------------------------------
The annual, semi-annual or quarterly installments under Option 2 shall be the
 monthly installment shown multiplied by 11.84, 5.96 or 2.99 respectively, and
 for Options 3 and 5 the monthly installment shown multiplied by 11.80, 5.95 or
 2.99 respectively.
- --------------------------------------------------------------------------------
Dollar amounts of monthly installments not shown in the above tables will be
calculated on the same basis as those shown and may be obtained from the
Company.

T828
                                    PAGE 12
<PAGE>

                           VARIABLE PAYMENT OPTIONS
                      BASED ON ASSUMED INVESTMENT RETURN

The amounts shown in these tables are the initial payment amounts based on a
5.0% Assumed Investment Return for each $1,000 of the proceeds.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                         Option 3 - V, Table II           Option 3 - V, Table III
- ---------------------------             -------------------------------------------------------------------------------------------
                                        Monthly Installment for Life         Monthly Installment for Life
                                          No Period Certain                     10 Years Certain
                                 Age*      Male      Female    Unisex        Male     Female Unisex
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>    <C>          <C>       <C>        <C>         <C>    <C>
                                   50      $5.11      $4.81      $4.96       $5.07    $4.79   $4.94
                                   51       5.17       4.85       5.02        5.13     4.83    4.99
                                   52       5.24       4.90       5.07        5.19     4.88    5.04
                                   53       5.31       4.95       5.13        5.25     4.93    5.10
                                   54       5.38       5.01       5.20        5.32     4.98    5.16
                                   55       5.46       5.06       5.26        5.39     5.04    5.22
                                   56       5.54       5.12       5.34        5.47     5.09    5.28
                                   57       5.63       5.19       5.41        5.54     5.16    5.36
                                   58       5.72       5.26       5.49        5.63     5.22    5.43
                                   59       5.82       5.34       5.58        5.72     5.29    5.51
                                   60       5.93       5.42       5.68        5.81     5.37    5.60
                                   61       6.04       5.50       5.78        5.91     5.44    5.69
                                   62       6.17       5.60       5.89        6.02     5.53    5.78
                                   63       6.30       5.69       6.00        6.13     5.62    5.88
                                   64       6.44       5.80       6.13        6.25     5.71    5.99
                                   65       6.60       5.91       6.26        6.37     5.82    6.10
                                   66       6.76       6.04       6.40        6.50     5.92    6.22
                                   67       6.94       6.17       6.56        6.63     6.04    6.35
                                   68       7.13       6.31       6.72        6.77     6.16    6.48
                                   69       7.33       6.46       6.90        6.92     6.29    6.62
                                   70       7.55       6.63       7.09        7.07     6.43    6.76
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                              Option 5V, Table V
- ------------------------------------------------------------------------------------------------------------------------------------
                                            Monthly Installment For Joint and Full Survivor
              Age of                                        Age of Female Annuitant*
               Male    ------------------------------------------------------------------------------------------------------------
            Annuitant*
                             15 Years          12 Years         9 Years         6 Years           3 Years                  3 Years
                            Less than         Less Than        Less Than       Less Than         Less Than      Same As   More Than
                               Male             Male              Male            Male              Male         Male      Male
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>              <C>             <C>               <C>            <C>       <C>
                50             $4.32          $4.36            $4.41           $4.46             $4.51          $4.57       $4.62
                55              4.42           4.47             4.53            4.60              4.67           4.75        4.83
                60              4.54           4.62             4.70            4.80              4.90           5.01        5.12
                65              4.71           4.82             4.94            5.07              5.22           5.37        5.53
                70              4.95           5.10             5.27            5.46              5.67           5.89        6.13
- -----------------------------------------------------------------------------------------------------------------------------------
                                            Monthly Installment For Unisex Joint and Full Survivor
- -----------------------------------------------------------------------------------------------------------------------------------
              Age of                                        Age of Joint Annuitant*
               First    -----------------------------------------------------------------------------------------------------------
            Annuitant*
                             15 Years         12 Years          9 Years         6 Years           3 Years                  3 Years
                            Less than         Less Than        Less Than       Less Than         Less Than      Same As   More Than
                               Male             Male              Male            Male              Male         Male      Male
- -----------------------------------------------------------------------------------------------------------------------------------
                50             $4.40          $4.45            $4.50           $4.55             $4.61          $4.67       $4.72
                55              4.52           4.59             4.66            4.73              4.81           4.89        4.96
                60              4.69           4.78             4.87            4.97              5.08           5.19        5.29
                65              4.91           5.04             5.17            5.31              5.46           5.62        5.77
                70              5.22           5.40             5.59            5.79              6.02           6.24        6.47
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   * Adjusted Age as defined in Section 10.A.
- --------------------------------------------------------------------------------
The annual, semi-annual or quarterly installments shall be the monthly
installment shown for Options 3-V and 5-V multiplied by 11.70, 5.93 or 2.99
respectively.
- --------------------------------------------------------------------------------
Dollar amounts of monthly installments not shown in the above tables will be
calculated on the same basis as those shown and may be obtained from the
Company.

TB828
                                    PAGE 13
<PAGE>

                        SECTION 11 - GENERAL PROVISIONS

THE CONTRACT                           Date.

The entire contract consists of        EVIDENCE OF SURVIVAL
this contract, riders, and the
attached application. All              We have the right to require
statements in the application or in    satisfactory evidence that a person
the enrollment form for a              was alive if a payment is based on
Participant Certificate are            that person being alive. No payment
representations and not warranties.    will be made until we receive the
No statement will cause this           evidence.
contract to be void or be used in
defense of a claim unless contained    SETTLEMENT
in the application.
                                       Any payment by us under the
PARTICIPANT CERTIFICATES               Certificate is payable at our Home
                                       Office.
We will issue a Certificate to each
Participant Such Certificates are      RIGHTS OF CERTIFICATE OWNER
not a part of this contract
                                       The Certificate Owner may, while
MODIFICATION OF CONTRACT               the Annuitant is living:

No change in this Contract or the      1. Assign the Certificate.
Group Certificate is valid unless      2. Surrender the Certificate to us.
made in writing by us and approved     3. Amend or modify the Certificate
by one of our officers. No                with our consent.
registered representative has          4. Receive annuity payments or name
authority to change or waive any          a Payee to receive the payments.
provision of the Group Certificate     5. Exercise, receive and enjoy
or this Contract                          every other right and benefit
                                          contained in the Certificate.
TAX QUALIFICATION
                                       The use of these rights may be
This Contract is intended to           subject to the consent of any
qualify as an annuity contract for     assignee or irrevocable
federal income tax purposes. The       beneficiary; and of the spouse in a
provisions of this Contract are to     community or marital property
be interpreted to maintain such        state.
qualification. To maintain such tax
qualification, we reserve the right    Unless we have been notified of a
to amend this Contract to reflect      community or marital property
any clarifications that may be         interest in the Certificate, we
needed or are appropriate to           will rely on our good faith belief
maintain such tax qualification or     that no such interest exists and
to conform this Contract to any        will assume no responsibility for
applicable changes in the tax          inquiry.
qualification requirements. We will
send the Certificate Owner a copy      SUCCESSOR CERTIFICATE OWNER
in the event of any such amendment
If such an amendment is refused, it    A successor Certificate Owner can
must be by giving us written           be named in any enrollment form, or
notice, and refusal may result in      in a notice the Certificate Owner
adverse tax consequences.              signs which gives us the facts that
                                       we need. The successor Certificate
NON -PARTICIPATING                     Owner will become the new
                                       Certificate Owner when the
The Group Contract and Group           Certificate Owner dies, if the
Certificates will not share in our     Certificate Owner dies before the
surplus earnings.                      Annuitant If no successor
                                       Certificate Owner survives the
AGE OR SEX CORRECTIONS                 Certificate Owner and the
                                       Certificate Owner dies before the
If the age or sex of the Annuitant     Annuitant, the Certificate Owner's
has been misstated, the benefits       estate will become the new
will be those which the premiums       Certificate Owner.
paid would have purchased for the
correct age and sex. If required by    ANNUITY COMMENCEMENT DATE
law to ignore differences in the
sex of the Annuitant, the payment      The Annuity Commencement Date is
options will be determined using       the date annuity payments begin.
the unisex factors in Section 10.      This date may not be later than the
                                       last day of the Certificate month
Any underpayment made by us will be    starting after the Annuitant
paid with the next payment Any         attains age 85, except as expressly
overpayment made by us will be         allowed by us, but in no event
deducted from future payments. Any     later than the last day of the
underpayment or overpayment, will      Certificate month following the
include interest at 5% per year,       month in which the Annuitant
from the date of the wrong payment     attains age 95. The Certificate
to the date of the adjustment          Owner may change the Annuity
                                       Commencement Date at any time
INCONTESTABILITY                       before the Annuity Commencement
                                       Date by giving us 30 days' written
This Contract shall be                 notice.
incontestable from the Contract

H719
                                    PAGE 14
<PAGE>

                               SECTION 11 - CONT

ASSIGNMENT                              at the time the death proceeds
                                        become payable. If there is more
(a) In the case of a non-tax            than one beneficiary and the
    qualified annuity, the              Certificate Owner failed to specify
    Certificate may be assigned.        their interest, they will share
    The assignment must be in           equally. Payment will be made to
    writing and filed with us.          the named contingent
                                        beneficiary(ies) only if all
(b) We assume no responsibility for     primary beneficiaries have died
    the validity of any assignment      before the death proceeds become
    Any claim made under an             payable. If any primary beneficiary
    assignment shall be subject to      is alive at the time the death
    proof of interest and the           proceeds become payable, but dies
    extent of the assignment.           before receiving their payment,
                                        their share will be paid to their
(c) The Certificate may be applied      estate.
    for and issued to qualify as a
    tax-qualified annuity under         In cases where the annuitant dies
    certain sections of the             and the Certificate Owner (who is
    Internal Revenue Code. This         not the annuitant) elected to
    will be specified in the            receive the death proceeds in
    enrollment form, or information     accordance with Section 9, if the
    provided in lieu thereof.           annuitant's estate has been named
    Ownership of the Certificate        as beneficiary, then payment will
    then is restricted so that it       be made to the Certificate Owner.
    will comply with provisions of
    the Internal Revenue Code.          PROTECTION OF PROCEEDS

Assignment of the Certificate may       Unless the Certificate Owner so
result in adverse tax consequences.     directs by filing written notice
                                        with us, no beneficiary may assign
BENEFICIARY                             any payments under the Certificate
Death proceeds, when payable in         before the same are due. To the
accordance with Section 9, are          extent permitted by law, no
payable to the designated               payments under the Certificate will
beneficiary or beneficiaries. Such      be subject to the claims of
beneficiary(ies) must be named in       creditors of the Certificate Owner
the enrollment form, or information     or any beneficiary.
provided in lieu thereof, and may
be changed without consent (unless      DEFERMENT
irrevocably designated or required
by law) by notifying us in writing      We will pay any Partial Withdrawals
on a form acceptable to us. The         or surrender proceeds from the
change will take effect upon the        Separate Account(s) within 7 days
date signed, whether or not you are     after we receive all requirements
living when we receive it The           that we need. However, it may
notice must have been postmarked        happen that the New York Stock
(or show other evidence of delivery     Exchange is closed for trading
that is acceptable to us) on or         (other than the usual weekend or
before the date of death. The most      holiday closings), or the
recent change of beneficiary notice     Securities and Exchange Commission
will replace any prior beneficiary      restricts trading or determines
designations. No change will apply      that an emergency exists. If so, it
to any payment we made before the       may not be practical for us to
written notice was received. If an      determine the investment experience
irrevocable beneficiary dies, the       of the Separate Account In that
Certificate Owner may designate a       case, we may defer transfers among
new beneficiary.                        the Subaccounts and to the Fixed
                                        Account, and determination or
The Certificate Owner may direct        payment of Partial Withdrawals or
that the beneficiary shall not have     surrender proceeds.
the right to withdraw, assign or
commute any sum payable under an        When permitted by law, we may defer
option. In the absence of such          paying any Partial Withdrawals or
election or direction, the              surrender proceeds from the Fixed
beneficiary may change the manner       Account for up to 6 months from the
of payment or make an election of       date we receive the request If the
any option.                             Certificate Owner dies after the
                                        request is received, but before the
If any primary or contingent            request is processed, the request
beneficiary dies before the             will be processed before the death
Annuitant* that beneficiary's           proceeds are determined. Interest
interest in the Certificate ends        will be paid on any amount deferred
with that beneficiary's death. Only     for 30 days or more. This rate will
those beneficiaries living at the       be computed at the rate of interest
time of the Annuitant's death will      currently paid on proceeds left
be eligible to receive their share      under the Interest Payments
of the Death Proceeds. In the event     Settlement Option.
no contingent beneficiaries have
been named and all primary              REPORTS TO OWNER
beneficiaries have died before the
death proceeds become payable, the      We will give the Certificate Owner
Certificate Owner(s) will become        an annual report at least once each
the beneficiary(ies) unless elected     Certificate Year. This report will
otherwise in accordance with            show the number and value of the
Section 9. If both primary and          accumulation units held in each of
contingent beneficiaries have been      the Subaccounts as well as the
named, payment will be made to the      value of the Fixed Account. it will
named primary beneficiaries living      also give the Death Benefit, Cash
                                        Value, and any other facts required
                                        by law or regulation.

J719
                                    PAGE 15
<PAGE>

[LOGO OF PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)    (319) 398-8511



LUMP SUM PARTIAL WITHDRAWAL OPTION

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.

The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:

     Beginning in the [2nd] Certificate Year, amounts $500, minimum)
     up to [10%] of the Policy Value immediately prior to the
     Partial Withdrawal are available as a Lump Sum Distribution once
     per Certificate Year with no Surrender Charges and no Excess
     Interest Adjustment.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.

          /s/ Craig D. Vermie                     /s/ William L. Busler
               SECRETARY                                 PRESIDENT

AE 1051 199

<PAGE>

[LOGO OF PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)    (319) 398-8511




GUARANTEED MINIMUM DEATH BENEFIT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

The Death Proceeds Prior to Annuity Commencement Date Provision in Section 9,
Death Proceeds, is replaced with the following language:

     The amount of the death proceeds will be the greatest of (a), (b), or (c),
     where:

     (a)  is the Policy Value on the date we receive due proof of
     death and an election of a method of settlement;

     (b) is the Cash Value on the date we receive due proof of death
     and an election of a method of settlement, and;

     (c) is the Guaranteed Minimum Death Benefit (GMDB), plus any
     additional premium payments received, less any Gross Partial
     Withdrawals from the date of death to the date of payment of
     death proceeds.

     If no payment option is selected by the date of death, the
     beneficiary may make such election within 60 days of the date we
     receive due proof of death. The beneficiary may elect to receive
     the death proceeds as a lump sum payment or may use the death
     proceeds to provide any of the annuity payment options described
     in Section 10. Interest on death proceeds will be paid as
     required by law.

     The Guaranteed Minimum Death Benefit is the [5%] Annually
     Compounding Death Benefit The GMDB is equal to the total premiums
     paid for the Certificate, less any Adjusted Partial Withdrawals,
     accumulated at [5%] interest per annum from the payment or
     withdrawal date to the date of death.

     The Adjusted Partial Withdrawal is the total amount deducted from
     the GMDB as a result of a Partial Withdrawal as used in the GMDB
     provision. It is equal to the Gross Partial Withdrawal described
     in Section 5, multiplied by an Adjustment Factor. The Adjustment
     Factor is equal to the amount of the death proceeds prior to the
     Partial Withdrawal divided by the Policy Value prior to the
     Partial Withdrawal.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.

          /s/ Craig D. Vermie                     /s/ William L. Busler
                SECRETARY                                PRESIDENT

AE 1058 199

<PAGE>

[LOGO OF PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)    (319) 398-8511


GUARANTEED MINIMUM DEATH BENEFIT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

The Death Proceeds Prior to Annuity Commencement Date provision in Section 9,
Death Proceeds, is replaced with the following language:

     The amount of the death proceeds will be the greatest of (a),
     (b), or (c) where:

     (a)  is the Policy Value on the date we receive due proof of
          death and an election of a method of settlement;

     (b)  is the Cash Value on the date we receive due proof of death
          and an election of a method of settlement, and;

     (c)  is the Guaranteed Minimum Death Benefit (GMDB), plus any
          additional premium payments received, less any Gross Partial
          Withdrawals from the date of death to the date of payment of
          death proceeds.

     If no payment option is selected by the date of death, the
     beneficiary may make such election within 60 days of the date we
     receive due proof of death. The beneficiary may elect to receive
     the death proceeds as a lump sum payment or may use the death
     proceeds to provide any of the annuity payment options described
     in Section 10. Interest on death proceeds will be paid as
     required by law.

     The Guaranteed Minimum Death Benefit is the Double Enhanced Death
     Benefit The GMDB is the greater of (1) and (2) where:

          (1)  is a [5%] Annually Compounding Death Benefit, equal to:

               a)   the total premiums paid for the Certificate; minus
               b)   Adjusted Partial Withdrawals (as described below);
                    plus
               c)   interest accumulated at [5%] per annum from the
                    payment or withdrawal date to the earlier of the
                    date of death or the Certificate Owner's [81st]
                    birthday.

          (2)  is a Step-Up Death Benefit, equal to:

               a)   the largest Policy Value on the Certificate Date
                    or [any] Certificate [Anniversary] prior to the
                    earlier of the date of death or the Certificate
                    Owner's [81st] birthday; plus
               b)   any Premium Payments made since then, minus any
                    Adjusted Partial Withdrawals made since then.

     If the Certificate Owner is a nonnatural person, or if the
     Certificate Owner has elected to have the death proceeds paid
     upon the death of the annuitant, the Guaranteed Minimum Death
     Benefit will be based upon the annuitant's age.

       The Adjusted Partial Withdrawal is the total amount deducted
       from the GMDB as a result of a Partial Withdrawal as used in
       the GMDB provision. It is equal to the Gross Partial Withdrawal
       described in Section 5, multiplied by an Adjustment Factor. The
       Adjustment Factor is equal to the amount of the death proceeds
       prior to the Partial Withdrawal divided by the Policy Value
       prior to the Partial Withdrawal.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.


          /s/ Craig D. Vermie                     /s/ William L. Busler
               SECRETARY                                PRESIDENT

AE 1060 199

<PAGE>

[LOGO OF PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)    (319) 398-8511


GUARANTEED MINIMUM DEATH BENEFIT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

The Death Proceeds Prior to Annuity Commencement Date Provision in Section 9,
Death Proceeds, is replaced with the following language:

     The amount of the death proceeds will be the greatest of (a),
     (b), or (c), where:

     (a) is the Policy Value on the date we receive due proof of death
     and an election of a method of settlement;

     (b) is the Cash Value on the date we receive due proof of death
     and an election of a method of settlement, and;

     (c) is the Guaranteed Minimum Death Benefit (GMDB), plus any
     additional premium payments received, less any Gross Partial
     Withdrawals from the date of death to the date of payment of
     death proceeds.

     If no payment option is selected by the date of death, the
     beneficiary may make such election within 60 days of the date we
     receive due proof of death. The beneficiary may elect to receive
     the death proceeds as a lump sum payment or may use the death
     proceeds to provide any of the annuity payment options described
     in Section 10. Interest on death proceeds will be paid as
     required by law.

     The Guaranteed Minimum Death Benefit is the Return of Premium
     Death Benefit The GMDB is equal to the total premiums paid for
     the Certificate, less any Partial Withdrawals, as of the date of
     death.

     The Adjusted Partial Withdrawal is the total amount deducted from
     the GMDB as a result of a Partial Withdrawal as used in the GMDB
     provision. It is equal to the Gross Partial Withdrawal described
     in Section 5, multiplied by an Adjustment Factor. The Adjustment
     Factor is equal to the amount of the death proceeds prior to the
     Partial Withdrawal divided by the Policy Value prior to the
     Partial Withdrawal.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.


          /s/ Craig D. Vermie                     /s/ William L. Busler
               SECRETARY                                PRESIDENT

AE 1061 199

<PAGE>

[LOGO OF PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)    (319) 398-8511



SYSTEMATIC PAYOUT OPTION

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.

The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:

     Beginning in the [1st] Certificate Year, a Systematic Payout
     Option (SPO) is available on a monthly, quarterly, semi-annual or
     annual basis. SPO payouts must be at least $50 and may not exceed
     10% of the Policy Value at the time a SPO payout is made divided
     by the number of payouts made per year (e.g. 12 for monthly). No
     Surrender Charges or Excess Interest Adjustment will apply to the
     SPO payout Monthly and quarterly payouts must be sent through
     electronic funds transfer directly to your checking or savings
     account The Certificate Owner may start or stop SPO payouts at
     any time; however, 30 days written notice is required to stop SPO
     payouts. Once stopped, the Certificate Owner must wait until the
     first day of the next Certificate Year to begin a new SPO.

     Once the Certificate Owner has elected a SPO, the Certificate
     Owner must wait a minimum time before the first SPO payment: one
     month for a monthly SPO, three months for quarterly, six months
     for semi-annual, or twelve months for annual.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.


          /s/ Craig D. Vermie                     /s/ William L. Busler
               SECRETARY                                PRESIDENT


AE 1064 199

<PAGE>

[LOGO OF PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)    (319) 398-8511




SERVICE CHARGE WAIVER


This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.

The Service Charge provision in Section 4, Policy Value, is amended to include
the following language:

     The Service Charge will not be deducted on a Certificate
     Anniversary or at the time of surrender if, at such time, either
     (1) the sum of all premium payments made less the sum of all
     withdrawals taken equals or exceeds [$50,000] or (2) the Policy
     Value equals or exceeds [$50,000]

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.


          /s/ Craig D. Vermie                     /s/ William L. Busler
              SECRETARY                                  PRESIDENT


AE 1074 199

<PAGE>

[LOGO OF PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)    (319) 398-8511



PREMIUM ENHANCEMENT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

Section 3, Premium Payments, is amended to include the following language:

     PREMIUM ENHANCEMENT

     When a Premium Payment is paid, a Premium Enhancement Percentage
     of [.25%] to [5%] be applied to that Premium Payment and the
     resulting amount will be added to t Policy Value. The amount of
     the Premium Enhancement is not considered a Premium Payment The
     Premium Enhancement Percentage may vary from premium to premium
     on subsequent Premium Payments, but will never be less than 0.25%
     more than [5%.] The Premium Enhancement Percentage applicable to
     the Initial Premium is set forth on the Certificate Data Page. We
     will advise You of the amount of the Premium Enhancement
     applicable to each subsequent Premium Payment in a confirmation
     that We will send to You. No Premium Enhancement will apply if
     the Certificate is cancelled pursuant to the Right to Cancel
     provision.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.


          /s/ Craig D. Vermie                     /s/ William L. Busler
                SECRETARY                                PRESIDENT

AE 1075 199

<PAGE>

[LOGO OF PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)    (319) 398-8511


                    GUARANTEED MINIMUM INCOME BENEFIT RIDER


This rider provides a Minimum Annuitization Value which can only be used with
the Annuity Factors shown in Schedule I of this rider. This Minimum
Annuitization value is guaranteed by us, regardless of the performance of the
variable annuity's investments.

This rider is attached to and made part of the Contract as of the Contract Date.
This rider may only be terminated as provided herein. This rider is subject to
all of the provisions in the Contract that do not conflict with the provisions
of this rider. The Rider Payment Options provide for variable annuity payments.
Subsequent payments may fluctuate with the investment performance of the
Subaccounts, but will never be less than the initial payment.

DEFINITIONS                             Election Date

The following definitions used in       A date that the Certificate Owner
this Rider are for reference only.      elects to begin Guaranteed Minimum
                                        Income Benefit payments. The
Annuitant                               Election Date must be within 30
                                        days following a Certificate
The Annuitant is designated on the      Anniversary. The first and last
Certificate Data Page. The variable     dates to elect a Rider Payment
annuity payments are paid to the        Option are shown on page one of the
Annuitant (or surviving Joint           rider attached to the Certificate.
Annuitant).
                                        Minimum Annuitization Value
Annuity Factor
                                        The amount we will use to determine
A factor for the applicable             the Guaranteed Minimum Income
Annuitant age, sex and Rider            Benefit payments.
Payment Option is shown in schedule
I or Schedule II of this rider. For     Rider Date
the Rider Payment Option chosen,
the Annuity Factor from Schedule I      The date that the rider is added to
and the Minimum Annuitization Value     the Certificate. This date may only
will be used to determine the           be the issue date of the
applicable annuity payments. For        Certificate or a Certificate
Annuitants age 85 or older at the       Anniversary date. This is also the
time of annuitization, the age 85       Certificate Anniversary that the
Annuity Factor will be used for         Certificate Owner most recently
Schedule I. Factors not shown are       elected to upgrade the Minimum
available from us upon request          Annuitization Value, if applicable.
Schedule I and Schedule II are
based on the "1983 Table a"             Supportable Payment
mortality table, improved to the
year 2000 with projection scale G.      The Supportable Payment is equal to
                                        the number of variable annuity
                                        units in the selected Subaccounts
                                        multiplied by the variable annuity
                                        unit values in those Subaccounts on
                                        the date the payment is made.
RGMI 4 499

                                       1
<PAGE>

GUARANTEED MINIMUM INCOME BENEFIT         (C)  is the Minimum Annuitization
                                               Value after the current
On the Election Date, the                      Certificate Year maximum
Certificate Owner may use the                  annual free amount has been
Minimum Annuitization Value and the            withdrawn, but prior to
applicable Annuity Factor to                   withdrawal of the excess
provide variable payments to the               portion.
Annuitant The first variable
payment is determined by                For each Certificate Year, the
multiplying each $ 1,000 of Minimum     maximum annual free amount is equal
Annuitization Value by the Annuity      to the Minimum Annuitization Value,
Factor on Schedule 1. Each              as of the beginning of the
subsequent payment will be              Certificate Year, multiplied by the
calculated as described in the          effective Annual Growth Rate as
Contract, using a 5% Assumed            shown on page one of the rider
Investment Return.                      attached to the Certificate.
                                        Withdrawals during a Certificate
For subsequent payments, an annual      Year will reduce the available
Mortality and Expense Risk Fee and      maximum annual free amount by the
Administrative Charge (which            amount of the Withdrawal.
includes an investment risk fee)
will be charged. This total fee may     RIDER FEE
be different than the Mortality and
Expense Risk Fee and Administrative     We will deduct a fee from the value
Charge in effect prior to the           of the Certificate on each
Election Date. It may also be           Certificate Anniversary and on the
different than the Mortality and        termination date of this rider. The
Expense Risk Fee and Administrative     Rider Fee is the Minimum
Charge for the settlement options       Annuitization Value at the time the
shown in the Certificate.               fee is deducted, multiplied by the
                                        Rider Fee Percentage shown on the
The subsequent payments may             first page of the rider attached to
fluctuate in accordance with the        the Certificate. The fee will be
investment performance of the           deducted from each Subaccount in
annuity Subaccounts. However, such      proportion to the amount of value
payments will never be less than        of the Certificate in each
the initial payment.                    Subaccount. This fee will not be
                                        deducted after the Election Date or
MINIMUM ANNUITIZATION VALUE             if the Certificate terminates due
                                        to the death of the Certificate
The Minimum Annuitization Value is      Owner.
used to determine the Guaranteed
Minimum Income Benefit payments.        WAIVER OF RIDER FEE

On the Rider Date, the Minimum          If the value of the Certificate, on
Annuitization Value is the value of     a particular Certificate
the Certificate. Thereafter, based      Anniversary, exceeds an amount
upon the effective Annual Growth        equal to the Rider Fee Waiver
Rate (shown on page one of the          Threshold (shown on page one of the
rider attached to the Certificate),     rider attached to the Certificate)
it will be the value of the             multiplied by the Minimum
Certificate on the Rider Date, plus     Annuitization Value, the Rider Fee
any additional payments made after      will be waived for that Certificate
the Rider Date, minus policy            Anniversary.
Withdrawals (adjusted as described
below), minus any premium taxes.        MINIMUM ANNUITIZATION VALUE UPGRADE

Withdrawals                             The Certificate Owner may elect, in
                                        writing, to upgrade the Minimum
In any Certificate Year, the            Annuitization Value to the value of
Minimum Annuitization Value will        the Certificate on a Certificate
only be reduced by the actual           Anniversary. This may be done
amount of a withdrawal as long as       within 30 days immediately
the withdrawal does not exceed a        following any Certificate
maximum annual free amount              Anniversary, and prior to the Last
Withdrawals in excess of the            Date to Upgrade shown on page one
maximum annual free amount will         of the rider attached to the
reduce the Minimum Annuitization        Certificate.
Value by an amount equal to (A)
divided by (B) multiplied by (C)        If an upgrade is elected, the rider
where:                                  attached to the Certificate will
                                        terminate and a new rider will be
  (A)  is the amount of the excess      issued with a new Rider Date,
       withdrawal;                      Election Date and its own
                                        guaranteed benefits. The new annual
  (B)  is the value of the              Rider Fee Percentage may be
       Certificate after the            different than this rider's, but it
       current Certificate Year         will never be greater than 0.50%.
       maximum annual free amount
       has been withdrawn, but
       prior to the withdrawal of
       the excess portion; and

RGMI 4 499
                                       2
<PAGE>

RIDER PAYMENT OPTIONS                   units as described below. If the
                                        Supportable Payment (at any payment
The Minimum Annuitization Value and     date) is less than the stabilized
applicable Annuity Factors from         payment for that year, annuity
Schedule I may be applied to the        units will be redeemed as described
following payment options:              below to fund the deficiency.

  Life Income - An election may be      Purchase/Redemption of Annuity
  made for "No Period Certain" or "     Units:
  10 Years Certain". In the event
  of the death of the person              The number of annuity units
  receiving payments prior to the         purchased or redeemed is equal to
  end of the chosen period certain,       the annuity income purchased or
  the remaining period certain            redeemed, respectively, divided
  payments will be continued to the       by the annuity unit value for
  beneficiary.                            each respective Subaccount
                                          Purchases and redemptions of
  Joint and Full Survivor - An            annuity income will be allocated
  election may be made f or "No           to each Subaccount on a
  Period Certain" or " 1 0 Years          proportionate basis. The amount
  Certain". Payments will be made         of annuity income purchased or
  as long as either the Annuitant         redeemed is the difference
  or Joint Annuitant is living. In        between the Supportable Payment
  the event of the death of both          and the stabilized payment, times
  the Annuitant and the Joint             the attained age nearest birthday
  Annuitant prior to the end of the       Annuity Factors shown in Schedule
  chosen period certain, the              11, divided by $ 1,000. These
  remaining period certain payments       factors will reflect the
  will be continued to the                remaining certain period, if any,
  beneficiary.                            but will be calculated on the
                                          same basis as the Schedule 11
GUARANTEED MINIMUM PAYMENT                factors.

On the Election Date, the               The Company bears the risk that it
Certificate Owner will receive          will need to make payments if all
guaranteed minimum payments. The        annuity units have been redeemed in
annual Mortality and Expense Risk       an attempt to maintain the
Fee and Administrative Charge for       stabilized payment at the initial
these payments is shown on page one     payment level. In such an event,
of the rider attached to the            the Company will make all future
Certificate. The percentage shown       payments equal to the initial
on page one of the rider attached       payment.
to the Certificate also includes a
fee to cover investment risk            ASSIGNMENT
associated with guaranteeing a
minimum payment.                        Payments made under this rider may
                                        not be pledged or assigned.
The first payment is based on the       Payments will only be made to the
Annuity Factors in Schedule 1. We       Annuitant or Joint Annuitant named
guarantee that each subsequent          in the policy.
payment will be equal to or greater
than the initial payment.               TERMINATION

During the first Certificate Year       This rider will be terminated, with
following annuitization, each           respect to each Certificate, upon
payment will be stabilized to equal     the earliest of:
the initial payment On each
Certificate Anniversary following       a.  the Election Date;
annuitization, the stabilized
payment will be increased or            b.  30 days after the Last Date to
decreased (but never below the              Elect Benefit shown on the
initial payment) and held level for         first page of the rider
that Certificate Year. On each              attached to the Certificate.
Certificate Anniversary following
annuitization, the stabilized           c.  the date the Certificate
payment will equal the greater of           terminates;
the initial payment or the
Supportable Payment at that time.       d.  the date the Certificate Owner
                                            elects to apply the value of
If the Supportable Payment (at any          the Certificate to annuitize
payment date) is greater than the           the Certificate; and
stabilized payment for that year,
the excess will be used to purchase     e.  the date the Certificate Owner
additional annuity                          elects to upgrade their Minimum
                                            Annuitization Value.

                                        This rider cannot be terminated
                                        prior to the earliest of the above
                                        dates.

                       Signed for us at our home office.


          /s/ Craig D. Vermie                     /s/ William L. Busler
               SECRETARY                                 PRESIDENT


RGMI 4 499
                                       3
<PAGE>

                          SCHEDULE I - ANNUITY FACTORS

The amounts shown in these tables are the Annuity Factors for each $1,000 of the
Minimum Annuitization Value and assume a 3% Assumed Investment Return.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
- ---------------------------          ---------------------------------------------------------------------------------
                                      Monthly Annuity Factor For  Monthly Annuity Factor For
                                     Life With No Period          Life With 10 Years
                                             Certain                     Certain
                          --------------------------------------------------------------------------------------------
                               Age*   Male   Female   Unisex     Male    Female    Unisex
- ----------------------------------------------------------------------------------------------------------------------
<S>                         <C>      <C>     <C>      <C>      <C>      <C>        <C>
                              50     $3.87    $3.55    $3.71   $3.84    $3.54      $3.70
                              51      3.93    3.60     3.77     3.90     3.59      3.75
                              52      4.00    3.65     3.83     3.97     3.64      3.81
                              53      4.07    3.71     3.90     4.04     3.70      3.87
                              54      4.15    3.77     3.97     4.11     3.75      3.94
                              55      4.23    3.83     4.04     4.19     3.82      4.01
                              56      4.32    3.90     4.11     4.27     3.88      4.08
                              57      4.41    3.97     4.19     4.35     3.95      4.15
                              58      4.50    4.05     4.28     4.44     4.02      4.24
                              59      4.61    4.13     4.37     4.53     4.10      4.32
                              60      4.72    4.21     4.47     4.63     4.18      4.41
                              61      4.84    4.30     4.57     4.74     4.26      4.51
                              62      4.96    4.40     4.68     4.85     4.35      4.61
                              63      5.10    4.50     4.80     4.97     4.45      4.71
                              64      5.24    4.61     4.93     5.09     4.55      4.83
                              65      5.40    4.73     5.06     5.22     4.66      4.95
                              66      5.56    4.85     5.21     5.36     4.77      5.07
                              67      5.74    4.99     5.36     5.50     4.89      5.20
                              68      5.93    5.13     5.53     5.65     5.02      5.34
                              69      6.13    5.29     5.71     5.80     5.15      5.49
                              70      6.34    5.45     5.90     5.96     5.30      5.64
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
                                 Monthly Annuity Factor For Joint and Full Survivor
- ----------------------------------------------------------------------------------------------------------------------
      Age of                                        Age of Female Annuitant*
        Male
     Annuitant*
- ----------------------------------------------------------------------------------------------------------------------
                       15 Years    12 Years     9 Years     6 Years       3 Years                         3 Years
                      Less than    Less Than   Less Than   Less Than     Less Than        Same As        More Than
                         Male        Male         Male        Male         Male            Male             Male
- ----------------------------------------------------------------------------------------------------------------------
<S>                   <C>          <C>         <C>         <C>           <C>              <C>            <C>
         50             $2.99        $3.05       $3.11       $3.18         $3.25           $3.32           $3.39
         55              3.11        3.19         3.27        3.35         3.44            3.53             3.63
         60              3.27        3.37         3.47        3.58         3.70            3.82             3.95
         65              3.47        3.60         3.74        3.89         4.05            4.22             4.39
         70              3.74        3.91         4.10        4.31         4.53            4.77             5.02
- ----------------------------------------------------------------------------------------------------------------------
                   Monthly Annuity Factor For Joint and Full Survivor with 10 Year Period Certain
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Age of                            Age of Female Annuitant*
        Male
     Annuitant*
- ----------------------------------------------------------------------------------------------------------------------
                       15 Years    12 Years     9 Years     6 Years       3 Years                         3 Years
                      Less than    Less Than   Less Than   Less Than     Less Than        Same As        More Than
                         Male        Male         Male        Male         Male            Male             Male
- ----------------------------------------------------------------------------------------------------------------------
         50             $2.99        $3.05       $3.11       $3.18         $3.24           $3.31           $3.38
         55              3.11        3.19         3.27        3.35         3.44            3.53             3.63
         60              3.27        3.37         3.47        3.58         3.70            3.82             3.95
         65              3.47        3.60         3.74        3.89         4.05            4.22             4.39
         70              3.74        3.91         4.10        4.30         4.52            4.76             4.99
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

*Age nearest birthday
- ----------------------------------------------------------------------------
The annual,  semi-annual  or quarterly  Annuity  Factor shall be the monthly
Annuity Factor shown multiplied by 11.80, 5.95 or 2.99 respectively.

- ----------------------------------------------------------------------------
Annuity Factors not shown in the above tables will be calculated on the same
basis as those shown and may be obtained from the Company.

RGMI 4 499

<PAGE>

                          SCHEDULE II - ANNUITY FACTORS

The amounts shown in these tables are the Annuity Factors for each $1,000 of the
Minimum Annuitization Value and assume a 5% Assumed Investment Return.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
- ---------------------------          ---------------------------------------------------------------------------------

                                      Monthly Annuity Factor      Monthly Annuity Factor For
                                     Life With No Period Certain  Life With 10 Years Certain
- --------------------------- ------------------------------------------------------------------------------------------
                              Age*      Male   Female   Unisex    Male    Female    Unisex
- ----------------------------------------------------------------------------------------------------------------------
<S>                         <C>      <C>     <C>       <C>     <C>      <C>        <C>
                              50     $5.14    $4.83    $4.99   $5.09    $4.80      $4.95
                              51      5.20    4.87     5.04     5.15     4.85      5.00
                              52      5.27    4.92     5.10     5.21     4.89      5.05
                              53      5.34    4.98     5.16     5.27     4.94      5.11
                              54      5.41    5.03     5.22     5.34     4.99      5.17
                              55      5.49    5.09     5.29     5.41     5.05      5.23
                              56      5.57    5.15     5.36     5.48     5.11      5.30
                              57      5.66    5.22     5.44     5.56     5.17      5.37
                              58      5.75    5.29     5.52     5.65     5.24      5.45
                              59      5.85    5.37     5.61     5.74     5.31      5.53
                              60      5.96    5.45     5.71     5.83     5.38      5.61
                              61      6.08    5.53     5.81     5.93     5.46      5.70
                              62      6.20    5.63     5.92     6.04     5.55      5.80
                              63      6.34    5.73     6.04     6.15     5.64      5.90
                              64      6.48    5.83     6.16     6.27     5.73      6.01
                              65      6.64    5.95     6.30     6.39     5.84      6.12
                              66      6.81    6.07     6.44     6.52     5.94      6.24
                              67      6.99    6.21     6.60     6.66     6.06      6.37
                              68      7.18    6.35     6.77     6.80     6.18      6.50
                              69      7.39    6.51     6.95     6.94     6.31      6.64
                              70      7.61    6.68     7.14     7.09     6.45      6.78
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                 Monthly Annuity Factor For Joint and Full Survivor
- ----------------------------------------------------------------------------------------------------------------------
       Age of                                            Age of Female Annuitant*
        Male
     Annuitant*
- --------------------- ------------------------------------------------------------------------------------------------
                       15 Years     12 Years     9 Years     6 Years       3 Years                         3 Years
                      Less than    Less Than   Less Than   Less Than     Less Than        Same As        More Than
                         Male        Male         Male        Male         Male            Male             Male
- ----------------------------------------------------------------------------------------------------------------------
<S>                   <C>          <C>         <C>         <C>           <C>              <C>            <C>
         50             $4.34        $4.38       $4.43       $4.48         $4.53           $4.59           $4.65
         55              4.43        4.49         4.55        4.62         4.70            4.77             4.85
         60              4.56        4.64         4.73        4.82         4.92            5.03             5.15
         65              4.74        4.84         4.96        5.10         5.24            5.40             5.56
         70              4.98        5.13         5.30        5.49         5.70            5.93             6.17
- ----------------------------------------------------------------------------------------------------------------------
                   Monthly Annuity Factor For Joint and Full Survivor with 10 Year Period Certain
- ----------------------------------------------------------------------------------------------------------------------
       Age of                                            Age of Female Annuitant*
        Male
     Annuitant*
- ----------------------------------------------------------------------------------------------------------------------
                       15 Years    12 Years     9 Years     6 Years       3 Years                         3 Years
                      Less than    Less Than   Less Than   Less Than     Less Than        Same As        More Than
                         Male        Male         Male        Male         Male            Male             Male
- ----------------------------------------------------------------------------------------------------------------------
         50             $4.34        $4.38       $4.43       $4.48         $4.53           $4.59           $4.65
         55              4.43        4.49         4.55        4.62         4.70            4.77             4.85
         60              4.56        4.64         4.72        4.82         4.92            5.03             5.14
         65              4.73        4.84         4.96        5.09         5.24            5.39             5.55
         70              4.97        5.12         5.29        5.48         5.69            5.91             6.14
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

*Age nearest birthday
- --------------------------------------------------------------------------------
The annual,  semi-annual  or quarterly  Annuity  Factor shall be the monthly
Annuity Factor shown multiplied by 11.70, 5.93 or 2.99 respectively.

- --------------------------------------------------------------------------------
Annuity Factors not shown in the above tables will be calculated on the same
basis as those shown and may be obtained from the Company.


RGMI 4 499

<PAGE>

                          PFL Life  Insurance Company

        Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499


               [LOGO OF PFL LIFE INSURANCE COMPANY APPEARS HERE]


               Group Flexible Premium Variable Annuity Contract
                  Income Payable At Annuity Commencement Date
         Benefits  Based On The  Performance Of The Separate  Account
  Are Variable And Are Not Guaranteed As To Dollar Amount (See Sections 6 and
                                     10C.)
                              Non -Participating

                                     INDEX

<TABLE>
<CAPTION>
                                                      Page                                                         Page
<S>                                              <C>           <C>                                                 <C>
Accumulation Units.............................          7     Guaranteed Period..............................        8
Adjusted Age (Settlement Options)..............          7     Incontestability...............................       14
Age or Sex Corrections.........................         14     Modification of Contract.......................       14
Annuity Commencement Date......................         14     Nonparticipation...............................       14
Annuity Payments...............................  11, 11(A)     Nursing Care and Terminal Condition
Assignment.....................................         15     Withdrawal Option..............................     5(B)
Beneficiary....................................         15     Partial Withdrawals............................     5, 6
Cash Value.....................................       5, 6     Payee..........................................    11(A)
Certificate Data Page..........................          3     Payment Option Tables..........................   12, 13
Death Proceeds.................................     10, 11     Policy Value...................................        4
Definitions....................................          2     Premium Payments...............................        4
Dollar Cost Averaging..........................          9     Proof of Age...................................    11(A)
Excess Interest Adjustment.....................          5     Protection of Proceeds.........................       15
Evidence of Survival...........................         14     Right to Cancel................................        1
Fixed Account..................................          8     Separate Account...............................     6, 7
Guaranteed Return of Fixed Account                             Service Charge.................................        4
Premium Payments...............................          6     Settlement.....................................       14
                                                               Surrender Charges..............................        6
                                                               Transfers......................................        9
                                                               Unemployment Waive.............................     5(B)
</TABLE>

Y576

<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



LUMP SUM PARTIAL WITHDRAWAL OPTION



This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.


The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the
following language:

   Beginning in the [ xth ] Certificate Year, the Certificate Owner may
   withdraw, free from Surrender Charges, and free from Excess Interest
   Adjustment, an amount equal to the Cumulative Earnings, if any, in the Policy
   Value. The Cumulative Earnings is an amount equal to the Policy Value at the
   time a Lump Sum payout is made, minus the sum of all premium payments reduced
   by all prior Partial Withdrawals, if any. The minimum Partial Withdrawal
   under this option is $500. This Partial Withdrawal option is available once
   per Certificate Year.


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                         Signed for us at our home office.



                /s/ Craig D. Vermie        /s/ William L. Busler
                SECRETARY                              PRESIDENT




AE 1052 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



LUMP SUM PARTIAL WITHDRAWAL OPTION


This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on
the Contract/Certificate Data page.


The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:


     Beginning in the [ xth ] Certificate Year, the Certificate Owner may
     withdraw an amount ($500 minimum) free from Surrender Charges and free from
     Excess Interest Adjustment up to the Cumulative Free Percentage (CFP) times
     the Policy Value immediately prior to the Partial Withdrawal. On the
     Certificate Date the CFP is [ 10% ]. Thereafter, [ 10% ] will be added to
     the CFP on each Certificate Anniversary. The unused portion of the CFP in
     any Certificate Year will be carried forward at each successive Certificate
     Anniversary. Any portion of the CFP previously taken will reduce the CFP
     currently available. Any Partial Withdrawals will reduce the CFP by the
     ratio of the requested Partial Withdrawal amount to the Policy Value
     immediately prior to the Partial Withdrawal. The maximum CFP will be [ 100%
     ] beginning in the [ yth ] Certificate Year, and will never be less than
     zero.


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.



                  /s/ Craig D. Vermie  /s/ William L. Busler
                  SECRETARY                        PRESIDENT



AE 1053 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



MORTALITY AND EXPENSE RISK FEE AND ADMINISTRATIVE CHARGE REDUCTION

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

Section 6, Separate Account - Charges and Deductions, is amended to include the
following language:

        MORTALITY AND EXPENSE RISK FEE AND ADMINISTRATIVE CHARGE REDUCTION

        The Mortality and Expense Risk Fee and Administrative Charge (before the
        Annuity Commencement Date) as shown on the Certificate Data Page will be
        reduced to [ x ] % if, at the time such fees are deducted, either

        (1) the sum of all premium payments less the sum of all partial
            withdrawals is at least $ [ y ]

            or

        (2) the Policy Value is at least $ [ y ].

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                         Signed for us at our home office.



              /s/ Craig D. Vermie                  /s/ William L. Busler
              SECRETARY                                        PRESIDENT




AE 1054 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



LUMP SUM PARTIAL WITHDRAWAL OPTION


This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.



The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:

   Beginning in the [ xth ] Certificate Year, the Certificate Owner may
   withdraw, free from Surrender Charges, and free from Excess Interest
   Adjustment, an amount equal to the accumulated interest in the Fixed Account,
   during the prior [ 12 ] months, or since the last Partial Withdrawal, if
   later. The minimum Partial Withdrawal under this option is $500. This Partial
   Withdrawal option is available once per Certificate Year.


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to ail the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.



                  /s/ Craig D. Vermie   /s/ William L. Busler
                  SECRETARY                         PRESIDENT




AE 1056 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]


LUMP SUM PARTIAL WITHDRAWAL OPTION



This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.



The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:

   Beginning in the [ xth ] Certificate Year, the Certificate Owner may withdraw
   an amount ($500 minimum) free from Surrender Charges, and free from Excess
   Interest Adjustment up to the Cumulative Free Percentage (CFP) times the
   cumulative premium payments immediately prior to the Partial Withdrawal. On
   the Certificate Date the CFP is [ 10% ] . Thereafter, [ 10% ] will be added
   to the CFP on each Certificate Anniversary. The unused portion of the CFP in
   any Certificate Year will be carried forward at each successive Certificate
   Anniversary. Any portion of the CFP previously taken will reduce the CFP
   currently available. Any Partial Withdrawals will reduce the CFP by the ratio
   of the requested Partial Withdrawal amount to the cumulative premium payments
   immediately but prior to, the Partial Withdrawal. The maximum CFP will be
   [100%] beginning in the [ yth ] Certificate Year and will never be less than
   zero.


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.



                         Signed for us at our home office.



                    /s/ Craig D. Vermie      /s/ William L. Busler
                    SECRETARY                            PRESIDENT




AE 1057 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



LUMP SUM PARTIAL WITHDRAWAL OPTION



This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.



The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:


   Beginning in the [ xth ] Certificate Year, the Certificate Owner may
   withdraw, free from Surrender Charges, and free from Excess Interest
   Adjustment, an amount equal to the earnings, if any, in the Policy Value,
   during the prior [ 12 ] months, or since the last Partial Withdrawal, if
   later. The amount of earnings is equal to the Policy Value at the time a Lump
   Sum payout is made, minus the Policy Value at the later of the date of the
   last Partial Withdrawal or the date [ 12 ] months prior to the Lump Sum
   payout, minus the premiums paid during the corresponding time period. The
   minimum Partial Withdrawal under this option is $500. This Partial Withdrawal
   option is available once per Certificate Year.



This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                         Signed for us at our home office.



                    /s/ Craig D. Vermie  /s/ William L. Busler
                    SECRETARY                        PRESIDENT




AE 1059 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



GUARANTEED MINIMUM DEATH BENEFIT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

The Death Proceeds Prior to Annuity Commencement Date Provision in Section 9,
Death Proceeds is replaced with the following language:

   The amount of the death proceeds will be the greatest of (a), (b), or (c),
   where:

   (a) is the Policy Value on the date we receive due proof of death and an
   election of a method of settlement;

   (b) is the Cash Value on the date we receive due proof of death and an
   election of a method of settlement, and;

   (c) is the Guaranteed Minimum Death Benefit (GMDB), plus any additional
   premium payments received, less any Gross Partial Withdrawals from the date
   of death to the date of payment of death proceeds.

   If no payment option is selected by the date of death, the beneficiary may
   make such election within 60 days of the date we receive due proof of death.
   The beneficiary may elect to receive the death proceeds as a lump sum payment
   or may use the death proceeds to provide any of the annuity payment options
   described in Section 10. Interest on death proceeds will be paid as required
   by law.

   The Guaranteed Minimum Death Benefit is the Step-Up Death Benefit. The GMDB
   is equal to the largest Policy Value on the Certificate Date or on [
   any/every ] [ xth ] Certificate [ Anniversary/Monthiversary ] prior to the
   earlier of the date of death or the Certificate Owner's [ yth ] birthday,
   plus any Premium Payments made since then, minus any Adjusted Partial
   withdrawals made since then.

   If the Certificate Owner is a nonnatural person, or if the Certificate Owner
   has elected to have the death proceeds paid upon the death of the annuitant,
   the Guaranteed Minimum Death Benefit will be based upon the annuitant's age.

   The Adjusted Partial Withdrawal is the total amount deducted from the GMDB as
   a result of a Partial Withdrawal as used in the GMDB provision. It is equal
   to the Gross Partial Withdrawal described in Section 5, multiplied by an
   Adjustment Factor. The Adjustment Factor is equal to the amount of the death
   proceeds prior to the Partial Withdrawal divided by the Policy Value prior to
   the Partial Withdrawal.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                         Signed for us at our home office.


                  /s/ Craig D. Vermie              /s/ William L. Busler
                  SECRETARY                                    PRESIDENT

  AE 1062 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



GUARANTEED MINIMUM DEATH BENEFIT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

The Death Proceeds Prior to Annuity Commencement Date Provision in Section 9,
Death Proceeds, is replaced with the following language:

   The amount of the death proceeds will be the greatest of (a), (b), or (c),
   where:

   (a)  is the Policy Value on the date we receive due proof of death and an
   election of a method of settlement;

   (b) is the Cash Value on the date we receive due proof of death and an
   election of a method of settlement, and;

   (c) is the Guaranteed Minimum Death Benefit (GMDB), plus any additional
   premium payments received, less any Gross Partial Withdrawals from the date
   of death to the date of payment of death proceeds.

   If no payment option is selected by the date of death, the beneficiary may
   make such election within 60 days of the date we receive due proof of death.
   The beneficiary may elect to receive the death proceeds as a lump sum payment
   or may use the death proceeds to provide any of the annuity payment options
   described in Section 10. Interest on death proceeds will be paid as required
   by law.

   The Guaranteed Minimum Death Benefit is [ x ] % Annually Compounding Death
   Benefit The GMDB is equal to the total premiums paid for the Certificate,
   less any Adjusted Partial Withdrawals, accumulated at [ x ] % interest per
   annum from he payment or withdrawal date to the earlier of the date of death
   or the Certificate Owner's [ yth ] birthday.

   If the Certificate Owner is a nonnatural person, or if the Certificate Owner
   has elected to have the death proceeds paid upon the death of the annuitant,
   the Guaranteed Minimum Death Benefit will be based upon the annuitant's age.

   The Adjusted Partial Withdrawal is the total amount deducted from the GMDB as
   a result of a Partial Withdrawal as used in the GMDB provision. It is equal
   to the Gross Partial Withdrawal described in Section 5, multiplied by an
   Adjustment Factor. The Adjustment Factor is equal to the amount of the death
   proceeds prior to the Partial Withdrawal divided by the Policy Value prior to
   the Partial Withdrawal.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                         Signed for us at our home office.

                  /s/ Craig D. Vermie  /s/ William L. Busler
                  SECRETARY                        PRESIDENT

AE 1063 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



SYSTEMATIC PAYOUT OPTION


This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.

The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:

   Beginning in the [ xth ] Certificate Year, a Systematic Payout Option (SPO)
   is available on a monthly, quarterly, semi-annual or annual basis. At the
   time a SPO payout is made, such payout must be at least $50 and may not
   exceed [ 10% ] of the cumulative premium payments immediately prior to the
   Partial Withdrawal, divided by the number of payouts made per year (e.g. 12
   for monthly). No Surrender Charges or Excess Interest Adjustment will apply
   to the SPO payout. Monthly and quarterly payouts must be sent through
   electronic funds transfer directly to a checking or savings account. The
   Certificate Owner may start or stop SPO payouts at any time; however, 30 days
   written notice is required to stop SPO payouts. Once stopped, the Certificate
   Owner must wait until the first day of the next Certificate Year to begin a
   new SPO.

   Once the Certificate Owner has elected a SPO, the Certificate Owner must wait
   a minimum time before the first SPO payment: one month for a monthly SPO,
   three months for quarterly, six months for semi-annual, or twelve months for
   annual.


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                         Signed for us at our home office.


                 /s/ Craig D. Vermie    /s/ William L. Busler
                 SECRETARY                          PRESIDENT




AE 1065 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]


SYSTEMATIC PAYOUT OPTION


This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.


The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:

   Beginning in the [ xth ] Certificate Year, a Systematic Payout Option (SPO)
   is available on a monthly, quarterly, semiannual or annual basis. At the time
   a SPO payout is made, such payout must be at least $50 and may not exceed the
   Cumulative Earnings, if any, in the Policy Value, divided by the number of
   payouts made per year (eg. 12 for monthly). The Cumulative Earnings is an
   amount equal to the Policy Value at the time a SPO payout is made, minus the
   sum of all premium payments reduced by all prior Partial Withdrawals, if any.
   No Surrender Charges or Excess Interest Adjustment will apply to the SPO
   payout. Monthly and quarterly payouts must be sent through electronic funds
   transfer directly to a checking or savings account. The Certificate Owner may
   start or stop SPO payouts at any time; however, 30 days written notice is
   required to stop SPO payouts. Once stopped, the Certificate Owner must wait
   until the first day of the next Certificate Year to begin a new SPO.

   Once the Certificate Owner has elected a SPO, the Certificate Owner must wait
   a minimum time before the first SPO payment: one month for a monthly SPO,
   three months for quarterly, six months for semi-annual, or twelve months for
   annual.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.



               /s/ Craig D. Vermie        /s/ William L. Busler
               SECRETARY                              PRESIDENT




AE 1066 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



SYSTEMATIC PAYOUT OPTION


This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.


The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:

  Beginning in the [ xth ] Certificate Year, a Systematic Payout Option (SPO) is
  available on a monthly, quarterly, semi-annual or annual basis. At the time a
  SPO payout is made, such payout must be at least $50 and may not exceed the
  earnings, if any, in the Policy Value during the prior [ 12 ] months or since
  the last Partial Withdrawal, if later, divided by the number of payouts made
  per year (e.g. 12 for monthly). The amount of earnings is equal to the Policy
  Value at the time a SPO payout is made, minus the Policy Value at the later of
  the date of the last Partial Withdrawal or the date [ 12 ] months prior to the
  SPO payout, minus the premiums paid during the corresponding time period. No
  Surrender Charges or Excess Interest Adjustment will apply to the SPO payout.
  Monthly and quarterly payouts must be sent through electronic funds transfer
  directly to a checking or savings account. The Certificate Owner may start or
  stop SPO payouts at any time; however, 30 days written notice is required to
  stop SPO payouts. Once stopped, the Certificate Owner must wait until the
  first day of the next Certificate Year to begin a new SPO.

  Once the Certificate Owner has elected a SPO, the Certificate Owner must wait
  a minimum time before the first SPO payment: one month for a monthly SPO,
  three months for quarterly, six months for semi-annual, or twelve months for
  annual.


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.


                  /s/ Craig D. Vermie  /s/ William L. Busler
                  SECRETARY                        PRESIDENT




AE 1067 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



SYSTEMATIC PAYOUT OPTION


This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.


The Partial Withdrawals provision in Section 5, Cash Value-and Partial
Withdrawals, is amended to include the following language:


   Beginning in the [ xth ] Certificate Year, a Systematic Payout Option (SPO)
   is available on a monthly, quarterly, semi-annual or annual basis. At the
   time a SPO payout is made, such payout must be at least $50 and may not
   exceed the accumulated interest in the Fixed Account during the prior [ 12 ]
   months, or since the last Partial Withdrawal, if later, divided by the number
   of payouts made per year (e.g. 12 for monthly). No Surrender Charges or
   Excess Interest Adjustment will apply to the SPO payout. Monthly and
   quarterly payouts must be sent through electronic funds transfer directly to
   a checking or savings account. The Certificate Owner may start or stop SPO
   payouts at any time; however, 30 days written notice is required to stop SPO
   payouts. Once stopped, the Certificate Owner must wait until the first day of
   the next Certificate Year to begin a new SPO.

   Once the Certificate Owner has elected a SPO, the Certificate Owner must wait
   a minimum time before the first SPO payment: one month for a monthly SPO,
   three months for quarterly, six months for semi-annual, or twelve months for
   annual.


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.



               /s/ Craig D. Vermie         /s/ William L. Busler
               SECRETARY                               PRESIDENT




AE 1068 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



LUMP SUM PARTIAL WITHDRAWAL OPTION


This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.


The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:


   Beginning in the [ xth ] Certificate Year amounts ($500 minimum) up to
   [ 10% ] of the Cumulative Premium Payments immediately prior to the Partial
   Withdrawal are available as a Lump Sum distribution once per Certificate Year
   with no Surrender Charges and no Excess Interest Adjustment


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.



           /s/ Craig D. Vermie                 /s/ William L. Busler
           SECRETARY                                       PRESIDENT




AE 1069 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



PREMIUM ENHANCEMENT


This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.


Section 3, Premium Payments, is amended to include the following language:


   PREMIUM ENHANCEMENT

   If the Cumulative Premium Payments less partial withdrawals are less than
   $ [ x ] when a Premium Payment is paid, then a Premium Enhancement Percentage
   of [ a to b ] % will be applied to that Premium Payment and the resulting
   amount will be added to the Policy Value. If the Cumulative Premium Payments
   less partial withdrawals are greater than or equal to $ [ x ] when a Premium
   Payment is paid, then a Premium Enhancement Percentage of [ a to b ] % will
   be applied to that Premium Payment and the resulting amount will be added to
   the Policy Value. The amount of the Premium Enhancement is not considered a
   Premium Payment

   The Premium Enhancement Percentage may vary from premium to premium on
   subsequent Premium Payments, but will never be less than .25% nor more than
   [ b ]%. The Premium Enhancement Percentage applicable to the Initial
   Premium is set forth on the Certificate Data Page. We will advise You of the
   amount of the Premium Enhancement applicable to each subsequent Premium
   Payment in a confirmation that We will send to You. No Premium Enhancement
   will apply if the Certificate is cancelled pursuant to the Right to Cancel
   provision.


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.



                  /s/ Craig D. Vermie  /s/ William L. Busler
                  SECRETARY                        PRESIDENT




AE 1073 199
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



PREMIUM ENHANCEMENT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.


Section 3, Premium Payments, is amended to include the following language:


   PREMIUM ENHANCEMENT

   If the Cumulative Premium Payments less partial withdrawals are less than
   $ [ x ] when a Premium Payment is paid, then a Premium Enhancement Percentage
   of [ a to b ] % will be applied to that Premium Payment and the resulting
   amount will be added to the Policy Value. If the Cumulative Premium Payments
   less partial withdrawals are greater than or equal to $ [ x ] and less than
   $ [ y ] when a Premium Payment is paid, then a Premium Enhancement Percentage
   of [ a to b ] % will be applied to that Premium Payment and the resulting
   amount will be added to the Policy Value. If the Cumulative Premium Payments
   less partial withdrawals are greater than or equal to $ [ y ] when a Premium
   Payment is paid, then a Premium Enhancement Percentage of [ a to b ] % will
   be applied to that Premium Payment and the resulting amount will be added to
   the Policy Value. The amount of the Premium Enhancement is not considered a
   Premium Payment.

   The Premium Enhancement Percentage may vary from premium to premium on
   subsequent Premium Payments, but will never be less than .25% nor more than
   [ b ] %. The Premium Enhancement Percentage applicable to the Initial Premium
   is set forth on the Certificate Data Page. We will advise You of the amount
   of the Premium Enhancement applicable to each subsequent Premium Payment in a
   confirmation that We will send to You. No Premium Enhancement will apply if
   the Certificate is cancelled pursuant to the Right to Cancel provision.


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                         Signed for us at our home office.



          /s/ Craig D. Vermie                   /s/ William L. Busler
          SECRETARY                                         PRESIDENT




AE 1076 199

<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



GUARANTEED MINIMUM DEATH BENEFIT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

The Death Proceeds Prior to Annuity Commencement Date Provision in Section 9,
Death Proceeds, is replaced with the following language:

   The amount of the death proceeds will be the greatest of (a), (b), or (c),
   where:

   (a)  is the Policy Value on the date we receive due proof of death and an
   election of a method of settlement;

   (b) is the Cash Value on the date we receive due proof of death and an
   election of a method of settlement, and;

   (c) is the Guaranteed Minimum Death Benefit (GMDB), plus any additional
   premium payments received, less any Gross Partial Withdrawals from the date
   of death to the date of payment of death proceeds.

   If no payment option is selected by the date of death, the beneficiary may
   make such election within 60 days of the date we receive due proof of death.
   The beneficiary may elect to receive the death proceeds as a lump sum payment
   or may use the death proceeds to provide any of the annuity payment options
   described in Section 10. Interest on death proceeds will be paid as required
   by law.

   The Guaranteed Minimum Death Benefit is the Return of Premium Death Benefit.
   The GMDB is equal to the total premiums paid for the Certificate, less any
   Adjusted Partial Withdrawals, as of the date of death.

   The Adjusted Partial Withdrawal is the total amount deducted from the GMDB as
   a result of a Partial Withdrawal as used in the GMDB provision. It is equal
   to the Gross Partial Withdrawal described in Section 5, multiplied by an
   Adjustment Factor. The Adjustment Factor is equal to the amount of the death
   proceeds prior to the Partial Withdrawal divided by the Policy Value prior to
   the Partial Withdrawal.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.

                  /s/ Craig D. Vermie  /s/ William L. Busler
                  SECRETARY                        PRESIDENT

AE 1127 799
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



PREMIUM ENHANCEMENT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.


Section 3, Premium Payments, is amended to include the following language:


   PREMIUM ENHANCEMENT

   If the Cumulative Premium Payments less requested partial withdrawals amounts
   are less than $ [ x ] when a Premium Payment is paid, then a Premium
   Enhancement Percentage of [ a to b ] % will be applied to that Premium
   Payment and the resulting amount will be added to the Policy Value. If the
   Cumulative Premium Payments less requested partial withdrawals amounts are
   greater than or equal to $ [ x ] when a Premium Payment is paid, then a
   Premium Enhancement Percentage of [ a to b ] % will be applied to that
   Premium Payment and the resulting amount will be added to the Policy Value.
   The Premium Enhancement Percentage may also vary depending on Your attained
   age at the time a Premium Payment is made. However, the Premium Enhancement
   Percentage applicable to Premium Payments made at attained ages less than age
   [ z ] will be at least as great as the corresponding percentage applicable at
   attained ages [ z ] and above. The Premium Enhancement will be applied using
   the same allocation as the corresponding Premium Payment. The amount of the
   Premium Enhancement is not considered a Premium Payment.

   The Premium Enhancement Percentage may vary from premium to premium on
   subsequent Premium Payments, but will never be less than [ a ] % nor more
   than [ b ] %.  The Premium Enhancement Percentage applicable to the Initial
   Premium Payment is set forth on the Certificate Data Page.  We will advise
   You of the amount of the Premium Enhancement applicable to each subsequent
   Premium Payment in a confirmation that We will sent to You.  No Premium
   Enhancement will apply if the Certificate is cancelled pursuant to the Right
   to Cancel provision.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.



          /s/ Craig D. Vermie                   /s/ William L. Busler
          SECRETARY                                         PRESIDENT




AE 1128 799
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



PREMIUM ENHANCEMENT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.


Section 3, Premium Payments, is amended to include the following language:


   PREMIUM ENHANCEMENT

   When a Premium Payment is paid, a Premium Enhancement Percentage of
   [ x to y ] % will be applied to that Premium Payment and the resulting amount
   will be added to the Policy Value. The Premium Enhancement Percentage may
   also vary depending on Your attained age at the time of a Premium Payment is
   made. However, the Premium Enhancement Percentage applicable to Premium
   Payments made at attained ages less than age [ z ] will be at least as great
   as the corresponding percentage applicable at attained ages [ z ] and above.
   The amount of the Premium Enhancement is not considered a Premium Payment.
   The Premium Enhancement Percentage may vary from premium to premium on
   subsequent Premium Payments, but will never be less than [ x ] % nor more
   than [ y ] %. The Premium Enhancement Percentage applicable to the Initial
   Premium Payment is set forth on the Certificate Data Page. We will advise You
   of the amount of the Premium Enhancement applicable to each subsequent
   Premium Payment in a confirmation that We will send to You. The Premium
   Enhancement will be applied using the same allocation as the corresponding
   Premium Payment. No Premium Enhancement will apply if the Certificate is
   cancelled pursuant to the Right to Cancel provision.


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.



          /s/ Craig D. Vermie                   /s/ William L. Busler
          SECRETARY                                         PRESIDENT




AE 1129 799
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]



PREMIUM ENHANCEMENT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.


Section 3, Premium Payments, is amended to include the following language:


   PREMIUM ENHANCEMENT

   If the Cumulative Premium Payments less requested partial withdrawals are
   less than $ [ x ] when a Premium Payment is paid, then a Premium Enhancement
   Percentage of [ a to b ] % will be applied to that Premium Payment and the
   resulting amount will be added to the Policy Value. If the Cumulative Premium
   Payments less requested partial withdrawals are greater than or equal to
   $ [ x ] and less than $[y] when a Premium Payment is paid, then a Premium
   Enhancement Percentage of [ a to b ] % will be applied to that Premium
   Payment and the resulting amount will be added to the Policy Value. If the
   Cumulative Premium Payments less requested partial withdrawal amounts are
   greater than or equal to $ [ y ] when a Premium Payment is paid, then a
   Premium Enhancement Percentage of [ a to b ] % will be applied to that
   Premium Payment and the resulting amount will be added to the Policy Value.
   The Premium Enhancement Percentage may also vary depending on Your attained
   age at the time a Premium Payment is made. However, the Premium Enhancement
   Percentage applicable to Premium Payments made at attained ages less than age
   [ z ] will be at least as great as the corresponding percentage applicable at
   attained ages [ z ] and above. The Premium Enhancement will be applied using
   the same allocation as the corresponding Premium Payment. The amount of the
   Premium Enhancement is not considered a Premium Payment

   The Premium Enhancement Percentage may vary from premium to premium on
   subsequent Premium Payments, but will never be less than .[ a ] % nor more
   than [ b ] %. The Premium Enhancement Percentage applicable to the Initial
   Premium is set forth on the Certificate Data Page. We will advise You of the
   amount of the Premium Enhancement applicable to each subsequent Premium
   Payment in a confirmation that We will send to You. No Premium Enhancement
   will apply if the Certificate is cancelled pursuant to the Right to Cancel
   provision.


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.



          /s/ Craig D. Vermie                   /s/ William L. Busler
          SECRETARY                                         PRESIDENT



AE 1130 799

<PAGE>

                                EXHIBIT (4)(b)
                                --------------


                               GROUP CERTIFICATE
<PAGE>

[LOGO OF PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E, Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us) (319) 398-8511



                         ANNUITANT:     JOHN DOE

              CERTIFICATE OWNER(S):     JOHN DOE

                CERTIFICATE NUMBER:     IA - 123456

                  CERTIFICATE DATE:     February 24, 1999


               WE AGREE                 This Certificate may be applied for
                                        and issued to qualify as a tax-
 .    To provide annuity payments as     qualified annuity under the
     set forth in Section 10 of         applicable sections of the Internal
     this Certificate,                  Revenue Code.

 .    Or to pay withdrawal benefits            20 DAY RIGHT TO CANCEL
     in accordance with Section 5
     of this Certificate,               You may cancel this Certificate by
                                        delivering or mailing a written
 .    Or to pay death proceeds in        notice to us. You must return this
     accordance with Section 9 of       Certificate before midnight of the
     this Certificate.                  20th day after the day you receive
                                        it Notice given by mail and return
Withdrawals, transfers and amounts      of this Certificate by mail are
applied to a Payment Option may be      effective on being postmarked,
subject to an Excess Interest           properly addressed and postage
Adjustment in accordance with           prepaid.
Sections 5, 8, and 10,
respectively, of this Certificate.      We will pay you an amount equal to
                                        the sum of:
These agreements are subject to the
provisions of this Certificate.         .    the premiums paid; and
This Certificate is issued in
consideration of the enrollment         .    the accumulated gains or
form, or information provided in             losses, if any, in the
lieu thereof, and payment of the             Separate Account(s) on the
premiums as provided                         date of cancellation;

                                        unless otherwise required by law.


                       Signed for us at our home office


          /s/ Craig D. Vermie                     /s/ William L. Busler
                SECRETARY                                PRESIDENT

                        READ YOUR CERTIFICATE CAREFULLY


              Group Flexible Premium Variable Annuity Certificate
                  Income Payable At Annuity Commencement Date
           Benefits Based On The Performance Of The Separate Account
Are Variable And Are Not Guaranteed As To Dollar Amount (See Sections 6 and 10C)
                              Non -Participating

AV432 101 114 199 CRT

<PAGE>

                                   SECTION 1

                                  DEFINITIONS


ADJUSTED POLICY VALUE                   GROUP CONTRACT OWNER

The Policy Value increased or           The entity, as shown on the
decreased by any Excess Interest        Certificate Data Page, which
Adjustment.                             applies for the Group Contract.

ANNUITANT                               INVESTMENT OPTIONS

The Participant to whom annuity         Any of the Guaranteed Period
payments will be made, unless           Options of the Fixed Account, the
another payee is named.                 Dollar Cost Averaging Fixed Account
                                        Option, and any of the Subaccounts
ANNUITY COMMENCEMENT DATE               of the Separate Account (s).

Date the Annuitant will begin           PARTICIPANT
receiving payments from this
annuity, which may not be later         A person who makes premium payments
than the last day of the                or for whom premium payments are
Certificate month starting after        made under the Group Contract.
the Annuitant attains age 85,
except as expressly allowed by us,      PAYEE
but in no event later than the last
day of the month following the          The person to whom annuity payments
month in which the Annuitant            will be made.
attains age 95.
                                        PAYMENT OPTIONS
CASH VALUE
                                        Options through which the
Amount defined in Section 5, that       distribution of the Adjusted Policy
can be withdrawn if this annuity        Value can be directed.
Certificate is surrendered.
                                        POLICY VALUE
CERTIFICATE
                                        the amount (defined in Section 4)
The document issued under the Group     applicable under the Certificate
Contract to the eligible                that can be used to fund one of the
Participants who apply for              Payment Options.
coverage. The Certificate is not a
part of the Group Contract.             SEPARATE ACCOUNT

CERTIFICATE ANNIVERSARY                 The separate investment account(s)
                                        established by us, as described in
The anniversary of the Certificate      Section 6.
Date for each year this Certificate
remains in force.                       SUBACCOUNT

CERTIFICATE DATE                        A division of a Separate Account,
                                        as described in Section 6.
The date shown on page 3 of this
Certificate and the date on which       SURRENDER
this Certificate becomes effective.
                                        A partial or full withdrawal of
CERTIFICATE OWNER                       funds from the Policy Value or Cash
                                        Value.
The owner of the annuity
Certificate. Unless otherwise           WITHDRAWAL
specified on the Certificate Data
page, the Annuitant and the             A distribution of funds from the
Certificate Owner shall be one and      Policy Value or Cash Value.
the same person.
                                        YIELD
CERTIFICATE YEAR
                                        The effective annual interest rate
The 12 month periods following the      applicable to the Fixed Account.
Certificate Date shown on the
Certificate Data page. The first        YOU, YOUR
Certificate Year starts on the
Certificate Date. Each subsequent       The owner of this Certificate.
year starts on the anniversary of       Unless otherwise specified on the
the Certificate Date.                   Certificate Data Page, the
                                        Annuitant and the Certificate Owner
DISTRIBUTION                            shall be one and the same person.

A withdrawal or disbursement of
funds from the Policy Value or Cash
Value.

GROUP CONTRACT

The Contract issued to the Group
Contract Owner, under which
Certificates are issued to eligible
Participants.

AVB432 CRT

                                    PAGE 2
<PAGE>

                         SECTION 2 - CERTIFICATE DATA


GROUP CONTRACT NUMBER: [12345]    GROUP CONTRACT OWNER: [SECURITIES CUSTOMERS]
                                                        [DRL INSURANCE TRUST II]

CERTIFICATE NUMBER: [01 - AG000 11]          ANNUITANT: [JOHN DOE]

INITIAL PREMIUM
PAYMENT:            [$5,000]             ISSUE AGE/SEX: [35/MALE]

CERTIFICATE DATE:   [May 1, 1999] CERTIFICATE Owner(s): [JOHN DOE]

ANNUITY
COMMENCEMENT
DATE                [February 12, 2047]

Premium Enhancement Percentage on Initial Premium Payment [5%]

SEPARATE Account (s). [PFL Endeavor Variable Annuity Account]

DCA SUBACCOUNT(S): [Money Market Portfolio, U.S. Government Securities
                   Portfolio]

PREMIUM PAYMENT MINIMUMS

Initial Premium Payment, Nonqualified:  [$5,000]

Initial Premium Payment*, Qualified:
*Waived for 403(b) annuities            [$2,000]

Subsequent Premium Payments:            [$50.00]

Before the Annuity Commencement Date:   Mortality and Expense Risk Fee and
                                        Administrative Charge: [1.75%]
                                        Distribution Financing Charge: [.00%]
                                           Number of Certificate years that the
                                           charge is deducted: [0]

After the Annuity Commencement Date:    Mortality and Expense Risk Fee and
                                        Administrative Charge: [1.55%]

SERVICE CHARGE [$40]

FIXED ACCOUNT GUARANTEED MINIMUM EFFECTIVE ANNUAL INTEREST RATE:  3%


SURRENDER CHARGE:  Number of Years                Percentage of
                   [Since Premium                    Premium
                    Payment Date]                   Withdrawn
                        0-1                            8%
                        1-2                            8%
                        2-3                            8%
                        3-4                            7%
                        4-5                            6%
                        5-6                            5%
                        6-7                            4%
                        7-8                            3%
                        8-9                            2%
                        9-and thereafter               0%

                                    Page 3

AV432 101 114 799SP

<PAGE>

                       SECTION 2 - CERTIFICATE DATA - CONT




SCHEDULE OF ADDITIONAL BENEFITS:


Form No.                                Additional Benefit (s)

[AE 1051 199                            Lump Sum Withdrawal Option       ]
[AE 1060 199                            Guaranteed Minimum Death Benefit ]
[AE 1064 199                            Systematic Payout Option         ]
[AE 1074 199                            Service Charge Waiver            ]
[AE 1075 199                            Premium Enhancement              ]


AV432 101 114 799 CRT

                                  Page 3 (A)
<PAGE>

                         SECTION 3 - PREMIUM PAYMENTS


PAYMENT OF PREMIUMS                     ALLOCATION OF PREMIUM PAYMENTS

Premium payments may be made any        Premium payments may be applied to
time while this Certificate is in       the various Investment Options
force before the Annuity                which we make available. You must
Commencement Date. You may start or     tell us what percent of each
stop, increase or decrease, or skip     premium payment to allocate to the
any premium payments.                   various Investment Options. Each
                                        percent may be either zero or any
MAXIMUM AND MINIMUM PREMIUM PAYMENT     whole number; however, the
                                        allocation among all Investment
The premium payments may not be         Options must total 100%.
more than the amount permitted by
law if this is a tax-qualified          CHANGE OF ALLOCATION
annuity. The minimum premium
payments we will accept are             You may change the allocation of
specified on page 3. The maximum        premium payments to the various
total premium payments, per             Investment Options. You must tell
Participant, which we will accept       us in a signed notice which gives
without prior Company approval is $     us the facts that we need. Premium
1,000,000.                              payments received after the date on
                                        which we receive the notice will be
PREMIUM PAYMENT DATE                    applied on the basis of the new
                                        allocation.
The premium payment date is the
date on which the premium payment       PREMIUM TAXES
is credited to the Certificate. The
initial premium payment less any        A state may impose a premium tax.
premium taxes will be credited to       It may be imposed when a premium
the Certificate within two business     payment is made, on the Annuity
days of receipt of such payment and     Commencement Date, on the date of
the required information.               death, or on the date of full
Subsequent additional premium           surrender. When permitted by state
payments will be credited to the        law, we will not deduct the tax
Certificate as of the business day      until the Annuity Commencement
when the premium payment and            Date, date of death, or date of
required information are received.      full surrender.
A business day is any day on which
the New York Stock Exchange is open
for trading.


                            SECTION 4 - POLICY VALUE

POLICY VALUE                            The Adjusted Policy Value may be
                                        used on the Annuity Commencement
On or before the Annuity                Date to provide lifetime income or
Commencement Date. the Policy Value     income for a period of no less than
is equal to your:                       60 months under the Payment Options
                                        in Section 10.
(a)  premium payments; minus
                                        SERVICE CHARGE
(b)  Gross Partial Withdrawals (as
     defined in Section 5); plus        On each Certificate Anniversary and
                                        at the time of surrender during any
(c)  interest credited to the Fixed     Certificate Year before the Annuity
     Account (see Section 7); plus      Commencement Date, we reserve the
                                        right to charge an amount up to the
(d)  accumulated gains in the           amount of the Service Charge shown
     Separate Account(s) (see           on page 3 for administrative
     Section 6); minus                  expenses. It will be deducted from
                                        each Investment Option in
(e)  accumulated losses in the          proportion to the portion of Policy
     Separate Account(s) (see           Value (prior to such charge) in
     Section 6); minus                  each Investment Option,
                                        respectively, on that Certificate
(f)  service charges, premium taxes     Anniversary or at the time of
     and transfer fees, if any.         surrender. In no event will the
                                        Service Charge exceed 2% of the
ADJUSTED POLICY VALUE                   Policy Value at the time it is
                                        deducted.
The Adjusted Policy Value is the
Policy Value increased or decreased
by any Excess Interest Adjustment.

M987

                                    PAGE 4
<PAGE>

                SECTION 5 - CASH VALUE AND PARTIAL WITHDRAWALS


CASH VALUE                              4)   The Excess Interest Adjustment
                                             may affect the death proceeds
On or before the Annuity                     defined in Section 9;
Commencement Date, the Cash Value
is equal to the Adjusted Policy         5)   If interest rates have
Value less any Surrender Charges.            decreased from the time the
Information on the current amount            affected Guaranteed Period(s)
of a Certificate's Cash Value is             started until the time the
available upon request The Cash              transaction occurs, the Excess
Value may be partially withdrawn or          Interest Adjustment will
will be paid in the event of a full          result in additional funds
surrender of the Certificate. We             available to you;
must receive your written partial
withdrawal or surrender request         6)   If interest rates have
before the Annuity Commencement              increased from the time the
Date.                                        affected Guaranteed Period(s)
                                             started until the time the
There is no Cash Value once an               transaction occurs, the Excess
Annuity Payment Option has been              Interest Adjustment will
selected.                                    result in a decrease in the
                                             funds available to you.
EXCESS INTEREST ADJUSTMENT
                                        7)   Certain amounts are not
Full Surrenders, Partial                     subject to the Excess Interest
Withdrawals, transfers, and amounts          Adjustment as provided in
applied to a Payment Option from             Sections 5, 7 and 8.
the Fixed Account Guaranteed Period
Options described in Section 7 will     The formula for determining the
be subject to an Excess Interest        amount of the Excess Interest
Adjustment except as provided F or      Adjustment is as follows:
in the Partial Withdrawals
provision below.                        Excess Interest Adjustment = S x (G-
                                        C) x (M/12)
An Excess Interest Adjustment applies
in the following situations:            where: S is the gross (that is,
                                                 before surrender charges
1)   When you withdraw all or any                and premium taxes, if any)
     portion of your Cash Value,                 amount being surrendered,
                                                 partially withdrawn,
2)   When you exercise Annuity                   transferred, or applied to
     Payment Options,                            a Payment Option that is
                                                 subject to the Excess
3)   When death proceeds are                     Interest Adjustment.
     calculated. However, death
     proceeds will not be reduced              G is the guaranteed interest
     if the Excess Interest                      rate for the Guaranteed
     Adjustment is negative.                     Period applicable to S.

The Excess Interest Adjustment is              M is the number of months
only applied to transactions                     remaining in the
affecting the Guaranteed Period                  Guaranteed Period for S.
Options of the Fixed Account (see                rounded up to the next
Section 7) and is based on any                   higher whole number of
change in interest rates from the                months.
time the affected Guaranteed
Period(s) started until the time               C is the current guaranteed
the Excess Interest Adjustment                   interest rate then being
occurs. The Excess Interest                      offered on new Premium
Adjustment is applied as follows:                Payments for the next
                                                 longer Guaranteed Period
1)   The Excess Interest Adjustment              than "M". If this
     is only applied when the                    Certificate form or such a
     transactions occur prior to                 Guaranteed Period Option
     the end of any Guaranteed                   is no longer offered, "C"
     Period Option;                              will be the U.S. Treasury
                                                 rate for the next longer
2)   Transfers to the Guaranteed                 maturity (in whole years)
     Period Options of the Fixed                 than "M" on the 25th day
     Account are considered Premium              of the previous calendar
     Payments for purposes of                    month, plus up to 2%.
     determining the Excess
     Interest Adjustment;
                                        Upon full surrender, the Excess
3)   The Excess Interest Adjustment     Interest Adjustment (EIA) for each
     is distinct from, and is           Guaranteed Period Option will not
     applied prior to, the              reduce the Adjusted Policy Value
     Surrender Charge;                  for that Guaranteed Period Option
                                        below the amount paid into, less
                                        any prior withdrawals and transfers
                                        from, that Guaranteed Period
                                        Option, plus interest at the 3%
                                        guaranteed effective annual
                                        interest rate.

U987

                                    PAGE 5
<PAGE>

                               SECTION 5 - CONT


PARTIAL WITHDRAWALS                     If any Partial Withdrawal reduces
                                        the Cash Value below $500, we
We will pay you a portion of the        reserve the right to pay the full
Cash Value as a Partial Withdrawal      Cash Value and terminate the
provided we receive your written        Certificate.
request while the Certificate is in
effect and before the Annuity           We may delay payment of the Cash
Commencement Date. When you request     Value from the Fixed Account for up
a Partial Withdrawal you must tell      to 6 months after we receive the
us how it is to be allocated from       request If the Certificate Owner
among the Investment Options. If        dies after we receive the request,
your request for a Partial              but bef ore the request is
Withdrawal from any Investment          processed, the request wilt be
Option is less than or equal to the     processed before the death proceeds
Cash Value in that option, we will      are determined.
pay the amount of your request.
However, if your request for a          Each Partial Withdrawal consists of
Partial Withdrawal from any             a portion that is subject to
Investment Option is greater than       Surrender Charge (that is, the
the Cash Value in that option, we       Excess Partial Withdrawal) and a
will pay you the Cash Value of that     remaining portion that is free from
investment Option.                      Surrender Charge (that is, the
                                        Surrender Charge-free amount).
The Gross Partial Withdrawal is the     Either portion may be zero (0)
total amount which will be deducted     depending on the Partial Withdrawal
from your Policy Value as a result      requested and prior amounts
of each Partial Withdrawal. The         withdrawn.
Gross Partial Withdrawal may be
more or less than your requested        Partial Withdrawals may be made
Partial Withdrawal amount,              free from Surrender Charges and
depending on whether Surrender          free from Excess Interest
Charges and/or Excess Interest          Adjustments as follows:
Adjustments apply at the time you
request the Partial Withdrawal.         MINIMUM REQUIRED DISTRIBUTION

The Excess Partial Withdrawal                For tax-qualified plans,
amount is the portion of the                 Partial Withdrawals taken to
requested Partial Withdrawal that            satisfy minimum distribution
is subject to Surrender Charge               requirements under Section
(that is, the portion which is in            401(a)(9) of the Internal
excess of the Surrender Charge-free          Revenue Code (IRC) are
portion). For example, if the                available with no Surrender
requested withdrawal amount is               Charges and no Excess Interest
$1,000, and the Surrender Charge-            Adjustments. The amount
free amount is $200, then the                available from each
Excess Partial Withdrawal would be           Certificate with respect to
$800. Excess Partial Withdrawals             the minimum distribution
will reduce the Policy Value by an           requirement is based solely on
amount equal to (X-Y+Z) where:               this Certificate.

X = Excess Partial Withdrawal                The Certificate Owner must be
                                             at least 70 1/2 years old in
A = Amount of Partial Withdrawal             the calendar year of
    subject to Excess Interest               distribution, must submit a
    Adjustment                               written request to us and must
                                             take the distribution before
Y = Excess Interest Adjustment =             year end. If the Certificate
    (A) x (G-C) x (M/12) where G, C          Owner attains age 70 1/2 in
    and M are defined in the Excess          the calendar year of
    Interest Adjustment provision            distribution, a written
    above, with "A" substituted for          request which is postmarked no
    S in the definitions of G and            later than the end of the
    M.                                       current calendar year must be
                                             submitted to us.
Z = Surrender Charge on X minus Y.
                                             Systematic minimum
The formula for determining the              distributions must be at least
Gross Partial Withdrawal is as               $50 or a lump sum distribution
follows:                                     is available if minimum
                                             required distributions are
Gross Partial Withdrawal = R - E +           less than $50.
SC
                                             Any amount requested in excess
where: R   is the requested Partial          of the IRC minimum required
           Withdrawal;                       distribution will have the
                                             appropriate Surrender Charges
       E   is the Excess Interest            and Excess Interest
           Adjustment; and                   Adjustments applied, unless
                                             the excess distribution
       SC  is the Surrender Charge           qualifies as Surrender Charge-
           on (EPW - E); where               free or Excess Interest
                                             Adjustment-free under any
       EPW is the Excess Partial             additional options provided.
           Withdrawal amount.

M1015

                                   PAGE 5(A)
<PAGE>

                               SECTION 5 - CONT

NURSING CARE AND TERMINAL CONDITION        withdrawal request and must be
WITHDRAWAL OPTION                          furnished by the Annuitant's,
                                           Annuitant's spouse's,
   Beginning in the first                  Certificate Owner's, or
   Certificate Year, if the                Certificate Owner's spouse's
   Certificate Owner or Certificate        physician. Proof of confinement
   Owner's spouse (annuitant or            may be a physician's statement
   annuitant's spouse if the               or a statement from a hospital
   Certificate Owner is not a              or nursing facility
   natural person) has been 1)             administrator.
   confined in a Hospital or
   Nursing Facility for 30              UNEMPLOYMENT WAIVER
   consecutive days or 2) diagnosed
   as having a Terminal Condition,         Beginning in the first
   you may elect to withdraw all or        Certificate Year, you may
   a portion of the Policy Value           withdrawal all or a portion of
   without Surrender Charges and           the Policy Value free of
   without Excess Interest                 Surrender Charges and free of
   Adjustment The minimum                  any Excess Interest Adjustment
   withdrawal under this option is         if the Certificate Owner or
   $1000.                                  Certificate Owner's spouse
                                           (annuitant or annuitant's
   For Nursing Care, we must               spouse, if the Certificate Owner
   receive each withdrawal request         is not a natural person) becomes
   and proof of eligibility with           unemployed. In order to qualify,
   each request no later than 90           you 1) must` have been employed
   days following the date that            full time for at least two years
   confinement has ceased, unless          prior to your becoming
   it can be shown that it was not         unemployed, 2) must have been
   reasonably possible to provide          employed full time on your
   the notice and proof within the         Certificate Date, 3) must have
   above time period and that the          been unemployed for at least 60
   notice and proof were given as          consecutive days at the time of
   soon as reasonably possible.            withdrawal and 4) must have a
   However, in no event, except the        minimum Cash Value at the time
   absence of legal capacity, shall        of withdrawal of $5000. Proof of
   the notice and proof be provided        unemployment will consist of
   later than one year following           providing us with a
   the date that confinement has           determination letter from the
   ceased. For a Terminal                  applicable State's Department of
   Condition, we must receive each         Labor which verifies that you
   withdrawal request and the              qualify for and are receiving
   applicable proof of eligibility         unemployment benefits at the
   no later than one year following        time of withdrawal. The
   diagnosis of the Terminal               determination letter must be
   Condition. Proof of a Terminal          received by us no later than 15
   Condition is required only with         days following the date of the
   the initial                             withdrawal request.

U1015

                                   PAGE 5(B)
<PAGE>

                               SECTION 5 - CONT


SURRENDER CHARGES                       considered to be withdrawn. For
                                        Surrender Charge purposes, premium
Amounts withdrawn in excess of any      payments are deemed to be withdrawn
Surrender Charge-free Partial           before earnings.
Withdrawals are subject to a
Surrender Charge. If applicable,        After all premium payments are
this charge will either apply for a     considered to be withdrawn, the
number of years following each          remaining Adjusted Policy Value may
premium payment date or F or a          be withdrawn free from any
number of years following the           Surrender Charge.
Certificate Date as shown on page
3. The amount of this charge, if        GUARANTEED RETURN OF FIXED ACCOUNT
any, will be a percentage, (as          PREMIUM PAYMENTS
shown on page 3 of each
Certificate) of the amount of           Upon full surrender of the
premium withdrawn.                      Certificate, you will always
                                        receive at least the premium
For Surrender Charge purposes, the      payments made to, less prior
oldest premium payment is               withdrawals and transfers from, the
considered to be withdrawn first If     Fixed Account.
the amount withdrawn exceeds this,
the next oldest premium payment is      MINIMUM VALUES
considered to be withdrawn, and so
on until the most recent premium        Benefits available under this
payment is                              Certificate are not less than those
                                        required by any statute of the
                                        state in which the Certificate is
                                        delivered.


                          SECTION 6 - SEPARATE ACCOUNT

SEPARATE ACCOUNT                        We will determine the fair market
                                        value of the assets of the Separate
We have established and will            Account in accordance with a method
maintain one or more Separate           of valuation which we establish in
Account (s), indicated on the           good faith. Valuation Period means
Certificate Data Page, under the        the period of time from one
laws of the state of Iowa. Any          determination of the value of each
realized or unrealized income, net      Subaccount to the next Such
gains and losses from the assets of     determinations are made when the
the Separate Account are credited       value of the assets and liabilities
to or charged against it without        of each Subaccount is calculated.
regard to our other income, gains       This is generally the close of
or losses. Assets are put in the        business on each day on which the
Separate Account for this               New York Stock Exchange is open.
Certificate, as well as for other
variable annuity policies and           We also reserve the right to
Certificates. Any Separate Account      transfer assets of the Separate
may invest assets in shares of one      Account, which we determine to be
or more mutual fund portfolios, or      associated with the class of
in the case of a managed Separate       Certificates to which this
Account, direct investments in          Certificate belongs, to another
stocks or other securities as           separate account. If this type of
permitted by law. Fund Shares refer     transfer is made, the term
to shares of underlying mutual          "Separate Account", as used in the
funds or prorata ownership of the       contract and in the Certificate,
assets held in a Subaccount of a        shall then mean the separate
managed Separate Account Fund           account to which the assets were
shares are purchased, redeemed and      transferred.
valued on behalf of the Separate
Account.                                We also reserve the right, when
                                        permitted by law to:
The Separate Account is divided
into Subaccounts. Each Subaccount       (a)  deregister the Separate
invests exclusively in shares of             Account under the Investment
one of the portfolios of an                  Company Act of 1940;
underlying mutual fund. We reserve
the right to add or remove any          (b)  manage the Separate Account
Subaccount of the Separate Account.          under the direction of a
                                             committee at any time;
The assets of the Separate Account
are our property. These assets will     (c)  restrict or eliminate any
equal or exceed the reserves and             voting rights of Certificate
other contract liabilities of the            Owners or other persons who
Separate Account. These assets will          have voting rights as to the
not be chargeable with liabilities           Separate Account; and
arising out of any other business
we conduct. We reserve the right,       (d)  combine the Separate Account
subject to regulations governing             with one or more other
the Separate Account, to transfer            separate accounts;
assets of a Subaccount, in excess
of the reserves and other contract      (e)  create new Separate Accounts;
liabilities with respect to that
Subaccount, to another Subaccount       (f)  add new Subaccounts to or
or to our General Account.                   remove existing Subaccounts
                                             from the Separate Account, or
                                             combine Subaccounts;

                                        (g)  add new underlying mutual
                                             funds, remove existing mutual
                                             funds, or substitute a new
                                             fund for an existing fund.
P1032

                                    PAGE 6
<PAGE>

                      SECTION 6 - SEPARATE ACCOUNT - CONT


The Net Asset Value of a fund share     provide accumulation units in those
is the per-share value calculated       Subaccounts. The number of
by the mutual fund or, in the case      accumulation units purchased in a
of a managed Separate Account, by       Subaccount will be determined by
the Company. The Net Asset Value is     dividing the premium payment
computed by adding the value of the     allocated to or any amount
Subaccount's investments, cash and      transferred to that Subaccount, by
other assets, subtracting its           the value of an accumulation unit
liabilities, and then dividing by       for that Subaccount on the premium
the number of shares outstanding.       payment or transfer date.
Net Asset Values of fund shares
reflect investment advisory fees        The number of accumulation units
and other expenses number incurred      withdrawn or transferred from the
in managing a mutual fund or a          Subaccounts will be determined by
managed Separate Account.               dividing the amount withdrawn or
                                        transferred by the value of an
CHANGE IN INVESTMENT OBJECTIVE OR       accumulation unit for that
POLICY OF A MUTUAL FUND                 Subaccount on the withdrawal or
                                        transfer date.
If required by law or regulation,
an investment policy of the             The value of an accumulation unit
Separate Account will only be           on any business day is determined
changed if approved by the              by multiplying the value of that
appropriate insurance official of       unit at the end of the immediately
the state of Iowa or deemed             preceding valuation period by the
approved in accordance with such        net investment factor for the
law or regulation. If so required,      valuation period.
the process for obtaining such
approval is F fled with the             The net investment factor used to
insurance official of the state or      calculate the value of an
district in which this contract is      accumulation unit in each
delivered.                              Subaccount for the Valuation Period
                                        is determined by dividing (a) by
CHARGES AND DEDUCTIONS                  (b) and subtracting (c) from the
                                        result, where:
The Mortality and Expense Risk Fee
and the Administrative Charge are       (a)  is the result of:
each deducted both before and after
the Annuity Commencement Date to             (1)  the net asset value of a
compensate for changes in mortality               fund share held in that
and expenses not anticipated by the               Subaccount determined as
mortality and administration                      of the end of the current
charges guaranteed in the                         valuation period; plus
certificate.
                                             (2)  the per share amount of
Any applicable Service Charge is                  any dividend or capital
deducted prior to the Annuity                     gain distributions made
Commencement Date only.                           by the fund for shares
                                                  held in that Subaccount
Any applicable Distribution                       if the ax-dividend date
Financing Charge is deducted prior                occurs during the
to the Annuity Commencement Date                  valuation period; plus or
only, to compensate F or costs of                 minus
distributing the policy.
                                             (3)  a per share credit or
If the Mortality and Expense Risk                 charge for any taxes
Fee(s) and/or Distribution                        reserved for, which we
Financing Charges are more than                   determine to have
sufficient, the Company will retain               resulted from the
the balance as profit or reduce                   investment operations of
these fees and charges in the                     that Subaccount.
future.
                                        (b)  is the net asset value of a
ACCUMULATION UNITS                           fund share held in that
                                             Subaccount determined as of
The Policy Value in the Separate             the end of the immediately
Account before the Annuity                   preceding valuation period.
Commencement Date is represented by
accumulation units. The dollar          (c)  is a factor representing the
value of accumulation units for              Mortality and Expense Risk Fee
each Subaccount will change from             and Administrative Charge
day to day reflecting the                    before the Annuity
investment experience of the                 Commencement Date, plus any
Subaccount.                                  applicable Distribution
                                             Financing Charge. This factor
Premium payments allocated to and            is less than or equal to, on
any amounts transferred to the               an annual basis, the sum of
Subaccounts will be applied to               the applicable percentages
                                             shown on page 3 of the daily
                                             net asset value of a fund
                                             share held in that Subaccount.

                                        Since the net investment factor may
                                        be greater or less than one, the
                                        accumulation unit value may
                                        increase or decrease.

PB1032

                                    PAGE 7
<PAGE>

                           SECTION 7 - FIXED ACCOUNT

FIXED ACCOUNT                           We reserve the right or new premium
                                        payments, transfers, or rollovers
Premium payments applied to and any     to offer or not to offer any GPO,
amounts transferred to the Fixed        except that we will always offer at
Account will reflect a fixed            least a one year GPO.
interest rate. The interest rates
we set will be credited for             For purposes of crediting interest
increments of at least one year         when funds are withdrawn from or
measured from each premium payment      transferred into a GPO, the amount
or transfer date. These rates will      of the oldest premium payment or
never be less than an effective         rollover into that GPO is
annual interest rate of 3%.             considered to be withdrawn first.
                                        If the amount withdrawn exceeds
GUARANTEED PERIODS                      this amount, the next oldest
                                        premium payment or rollover is
We may offer optional Guaranteed        considered to be withdrawn next,
Period Options, into which premium      and so on until the most recent
payments may be paid or amounts         premium payment or rollover is
transferred. The current interest       considered to be withdrawn (this is
rate we set for funds entering each     a "First-In, First-Out" or FIFO
Guaranteed Period Option (GPO) is       procedure). Premium payment(s) or
guaranteed until the end of that        rollover(s) are deemed to be
option's Guaranteed Period. At that     withdrawn first, then credited
time, the premium payment made or       interest.
amount transferred into the GPO,
less any withdrawals or transfers       Partial withdrawals, Surrenders,
from that GPO, plus accrued             transfers, and amounts applied to a
interest, will be rolled into a new     Payment Option from the Guarantee
GPO or may be transferred to any        Period Option(s) are subject to an
Subaccount(s) within the Separate       Excess Interest Adjustment as
Account (s).                            described in Section 5.

You may choose the Investment           DOLLAR COST AVERAGING FIXED ACCOUNT
Option(s) you want the funds rolled     OPTION
into by giving us a written notice
within 30 days before the end of        We may offer a Dollar Cost
the expiring option's Guaranteed        Averaging (DCA) Fixed Account
Period. However, any Guaranteed         Option separate from the Guaranteed
Period elected may not extend           Period Options. This option will
beyond the maximum Annuity              have a one year interest rate
Commencement Date defined in            guarantee. The current interest
Section 11. In the absence of such      rate we set for the DCA Fixed
election, the funds will be rolled      Account may differ from the rates
into a new GPO which is the same as     credited on the one year GPO in the
the expiring GPO unless that GPO is     Fixed Account In addition, the
no longer offered, in which case,       current interest rate we credit may
the next shorter GPO offered will       vary on different portions of the
be used. You will be mailed a           DCA Fixed Account The credited
notice of completion of the             interest rate will never be less
rollover with the new interest rate     than the minimum effective annual
applicable. The new GPO will be         interest rate of 3%. The DCA Fixed
deemed as accepted if we do not         Account Option will only be
receive a written rejection within      available under a Dollar Cost
30 days from the postmark date of       Averaging program as described in
the completion notice.                  Section 8.

                               SECTION 8 TRANSFERS


A.   TRANSFERS BEFORE THE ANNUITY       apply to Policy Value transfers at
     COMMENCEMENT DATE                  the end of a Guaranteed Period.

Prior to the Annuity Commencement       Transfers of interest credited in
Date, you may transfer the value of     the GPOs to other Investment
the accumulation units from one         Options are allowed on a "First-In,
Investment Option to another. You       First-Out" basis. Such transfers
must sign a notice to transfer          may be made monthly, quarterly,
which gives us the facts that we        semi-annually, or annually. Each
need.                                   such transfer must be at least $50
                                        and will not be subject to an
Transfers of Policy Value from the      Excess Interest Adjustment.
Guaranteed Period Options (GPO) of
the Fixed Account prior to the end      Transfers of Policy Value from the
of that GPO are subject to an           Separate Account are subject to a
Excess Interest Adjustment. If the      minimum of $500 or the entire
Excess Interest Adjustment at the       Subaccount Policy Value, if less.
time of such Policy Value transfer      However, if the remaining
is a negative adjustment, then the      Subaccount Policy Value is less
maximum Policy Value transfer is        than $500, we reserve the right to
25% of that GPO's Policy Value,         include that amount as part of the
less Policy Values previously           transfer.
transferred out of that GPO during
the current certificate year. If        You may choose which GPO to
the Excess Interest Adjustment at       transfer to or from, however, any
the time of such Policy Value           GPO elected may not extend beyond
transfer is a positive adjustment,      the maximum Annuity Commencement
no maximum will apply to such           Date defined in Section 11.
Policy Values transferred from the
GPO. No Excess Interest Adjustment
will

V1021

                                    PAGE 8
<PAGE>

                               SECTION 8 - CONT

No transfers will be allowed out of     of the accumulation unit is high.
the Dollar Cost Averaging Fixed         However, there is no guarantee that
Account Option except through the       the Dollar Cost Averaging program
Dollar Cost Averaging Option.           will result in higher Policy Values
                                        or will otherwise be successful.
We reserve the right to limit
transfers to no more than 12 in any     The Dollar Cost Averaging may be
one Certificate Year. Any transfers     discontinued after satisfying the
in excess of 12 per Certificate         minimum number of required
Year may be charged a $10 per           transfers by sending written notice
transfer fee. Transfers among           to us. While Dollar Cost Averaging
multiple Investment Options will be     is in effect, Asset Rebalancing is
treated as one transfer in              not available.
determining the number of transfers
that have occurred. We also reserve     ASSET REBALANCING
the right to prohibit transfers to
the Fixed Account if we are             Prior to the Annuity Commencement
crediting an effective annual           Date, you may instruct us to
interest rate of 3%.                    automatically transfer amounts
                                        among the Subaccounts of the
DOLLAR COST AVERAGING OPTION            Separate Account on a regular basis
                                        to maintain a desired allocation of
Prior to the Annuity Commencement       the Policy Value among the various
Date, you may instruct us to            Subaccounts offered. Rebalancing
automatically transfer a specified      will occur on a monthly, quarterly,
amount from the Dollar Cost             semi-annual or annual basis,
Averaging (DCA) Fixed Account           beginning on a date selected. You
Option or from the Dollar Cost          must select the percentage of the
Averaging Subaccount(s), if any,        Policy Value desired in each of the
shown on page 3 to any                  various Subaccounts offered
Subaccount(s) of the Separate           (totaling 100%). Any amounts in the
Account. The automatic transfers        Fixed Account are ignored for the
can occur monthly or quarterly. If      purposes of asset rebalancing.
the Dollar Cost Averaging request       Rebalancing can be started, stopped
is received prior to the 28th day       or changed at any time. Asset
of any month, the first transfer        Rebalancing is not available while
will occur on the 28th day of that      Dollar Cost Averaging is in effect.
month. If the Dollar Cost Averaging     Rebalancing will cease as soon as
request is received on or after the     we receive a request for any other
28th day of any month, the first        transfer.
transfer will occur on the 28th day
of the following month.                 B.   TRANSFERS AFTER THE ANNUITY
                                             COMMENCEMENT DATE
Prior to the Annuity Commencement
Date, no transfers, (except through     After the Annuity Commencement
Dollar Cost Averaging) will be          Date, you may transfer the value of
allowed from a DCA Fixed Account        the variable annuity units from one
Transfers will continue until the       Subaccount to another within the
elected Subaccount or DCA Fixed         Separate Account or to the Fixed
Account value is depleted. The          Account If you want to transfer the
amount transferred each time must       value of the variable annuity
be at least 5500. All transfers         units, you must tell us in a signed
from the DCA account will be the        notice which gives us the facts
same amount as the initial              that we need. We reserve the right
transfer. Changes to the amount         to limit transfers between the
transferred will only be allowed        Subaccounts or to the Fixed
when additional premium is              Accounts to once per Certificate
allocated or a new amount is            Year.
transferred into the DCA Account
Changes to the Subaccounts to which     The minimum amount which may be
these transfers are allocated are       transferred is the lesser of $10O
not restricted. Transfers must be       monthly income or the entire
scheduled for at least 6 but not        monthly income of the variable
more than 24 months or for at least     annuity units in the Subaccount
4 but not more than 8 quarters each     from which the transfer is being
time the Dollar Cost Averaging          made. If the monthly income of the
program is started or restarted         remaining units in a Subaccount is
following termination of the            less than $ 10, we have the right
program for any reason.                 to include the value of those
                                        variable annuity units as part of
Dollar Cost Averaging results in        the transfer.
the purchase of more accumulation
units when the value of the             After the Annuity Commencement
accumulation unit is low, and fewer     Date, no transfers may be made from
accumulation units when the value       the Fixed Account to any other
                                        Investment Options.

VB1021

                                    PAGE 9
<PAGE>

                          SECTION 9 - DEATH PROCEEDS

A.   DEATH PROCEEDS PRIOR TO            II.  Annuitant and Certificate
     ANNUITY COMMENCEMENT DATE               Owner are different and the
                                             Annuitant dies.
The amount of death proceeds will
be the greater of the Cash Value,            When we have due proof that
the Policy Value, or any guaranteed          the Annuitant died prior to
minimum death benefit.                       the Annuity Commencement Date,
                                             the Certificate Owner will
If no payment option is selected by          become the new Annuitant and
the date of death, the beneficiary           no death proceeds are payable.
may make such election within one            If the Certificate Owner is
year of the date we receive due              also the deceased Annuitant's
proof of death. The beneficiary may          surviving spouse, an amount
elect to receive the death proceeds          equal to the excess, if any,
as a lump sum payment or may use             of any guaranteed minimum
the death proceeds to provide any            death benefit over the Policy
of the annuity payment options               Value will then be added to
described in Section 10. Interest            the Policy Value. This amount
on death proceeds will be paid as            will be added only once at the
required by law.                             time of such election.
                                             Furthermore, all future
B.   DEATH PRIOR TO ANNUITY                  Surrender Charges will be
     COMMENCEMENT DATE                       waived.

Death proceeds are payable                   However, in lieu of becoming
contingent upon the relationships            the new Annuitant, the
between the Certificate Owner,               Certificate Owner may elect to
Annuitant, successor Certificate             have the death proceeds
Owner and beneficiary as outlined            distributed to the beneficiary
below. The Certificate must be               on the death of the Annuitant
surrendered upon settlement and              This election must be in
will be terminated upon receiving            writing and must be received
proof of death.                              by us prior to the Annuitant's
                                             death. In such case, when we
I. Certificate Owner is also the             have due proof that the
   Annuitant.                                Annuitant died prior to the
                                             Annuity Commencement Date, we
   When we have due proof that the           will provide the death
   Certificate Owner died before             proceeds to the beneficiary.
   the Annuity Commencement Date,
   we will provide the death                 a) If the Certificate Owner
   proceeds to the beneficiary.                 has elected to have the
                                                death proceeds paid as a
   a)  Beneficiary is the deceased              lump sum, the beneficiary
       Certificate Owner's                      must, within 60 days of our
       surviving spouse. The                    receipt of due proof of the
       beneficiary may elect to                 Annuitant's death, either:
       continue the Certificate
       rather than receiving the             1) receive the lump sum
       death proceeds. If the                   proceeds; or
       Certificate is continued, an
       amount equal to the excess,           2) elect to receive annuity
       if any, of any guaranteed                payments. Such payments
       minimum death benefit over               must begin within one year
       the Policy Value will then               of our receipt of due proof
       be added to the Policy                   of the Annuitant's death
       Value. This amount will be               and must be made for a
       added only once, at the time             period certain or for this
       of such election.                        beneficiary's lifetime, so
       Furthermore, all future                  long as any period certain
       Surrender Charges will be                does not exceed this
       waived.                                  beneficiary's life
                                                expectancy.
       If this beneficiary elects
       to have the death proceeds            b) Death proceeds which are
       paid, the death proceeds                 not paid to or for the
       must be distributed:                     benefit of a natural person
                                                must be distributed by the
       (1) by the end of 5 years                end of 5 years after the
       after the date of the                    date of the Annuitant's
       deceased Certificate Owner's             death.
       death, or
                                        III. Annuitant and Certificate
       (2) payments must begin no            Owner are different and the
       later than one year after             Certificate Owner dies.
       the deceased Certificate
       Owner's death and must be             If the Certificate Owner dies
       made for a period certain or          prior to the Annuity
       for this beneficiary's                Commencement Date and before
       lifetime, so long as any              the entire interest in the
       period certain does not               Certificate is distributed,
       exceed this beneficiary's             the successor Certificate
       life expectancy.                      Owner will become the new
                                             Certificate Owner. The
   b)  Beneficiary is not the                remaining portion of any
       deceased Certificate Owner's          interest in the policy must be
       surviving spouse. The death           distributed to the extent
       proceeds must be distributed          provided below in III.a),
       as provided in l.a)(1) or             III.b), III.c), or III.d).
       l.a)(2) above.

   c)  Death proceeds which are not          a) Successor Certificate Owner
       paid to or for the benefit               is the deceased Certificate
       of a natural person must be              Owner's surviving spouse.
       distributed by the end of 5              The successor Certificate
       years after the date of the              Owner may elect to continue
       deceased Certificate Owner's             this Certificate rather
       death.                                   than receive the Adjusted
                                                Policy Value. If the
                                                Certificate is continued,
                                                all future Surrender
                                                Charges will be waived if
                                                the successor Certificate
                                                Owner elects to receive the
                                                Adjusted Policy Value, the
                                                Adjusted Policy Value must
                                                be distributed:

S956
                                    PAGE 10
<PAGE>

                               SECTION 9 - CONT

    (1)  by the end of 5 years after    IV.  More than one Certificate Owner.
    the date of the deceased
    Certificate Owner's death,or             If there is more than one
                                             Certificate Owner, then the
    (2)  payments must begin no              death of any Certificate Owner
    later than one year after the            will be treated the same as
    deceased Certificate Owner's             the death of the Certificate
    death and must be made for a             Owner.
    period certain or for the
    successor Certificate Owner's       D.   DEATH ON OR AFTER THE ANNUITY
    lifetime, so long as any period          COMMENCEMENT DATE
    certain does not exceed the
    successor Certificate Owner's       The death proceeds on or after the
    life expectancy.                    Annuity Commencement Date depend on
                                        the payment option selected. If any
 b) Successor Certificate Owner is      Certificate Owner dies on or after
    not the deceased Certificate        the Annuity Commencement Date, but
    Owner's surviving spouse. The       before the entire interest in the
    Adjusted Policy Value must be       Certificate is distributed, the
    distributed as provided in          remaining portion of such interest
    III.a)(1) or III.a)(2) above.       in the Certificate will be
                                        distributed at least as rapidly as
 c) Successor Certificate Owner is      under the method of distribution
    not a natural person. The           being used as of the date of that
    Adjusted Policy Value must be       Certificate Owner's death.
    distributed as provided in
    III.a)(1) above.                    E.   AN OWNER IS NOT AN INDIVIDUAL

 d) No successor Certificate Owner      In the case of a non tax-qualified
    survives the deceased               annuity, if any Certificate Owner
    Certificate Owner. The deceased     or beneficial Certificate Owner is
    Certificate Owner's estate will     not an individual, then for
    become the new Certificate Owner    purposes of the federal income tax
    (or the estate may name a new       mandatory distribution provisions
    Certificate Owner). The executor    in subsection C or D above, (1) the
    or Administrator must be named      Annuitant will be treated as the
    in a form acceptable to             Certificate Owner of the
    us. The Adjusted Policy Value       Certificate, and (2) if there is
    must be distributed by the          any change in the Annuitant, such a
    end of 5 years after the date       change will be treated as the death
    of the deceased Certificate         of the Certificate Owner.
    Owner's death.


                          SECTION 10 - ANNUITY PAYMENTS

A.   GENERAL PAYMENT PROVISIONS         the adjusted age of the Annuitant
                                        The adjusted age is the Annuitant's
Payment                                 actual age on the Annuitant's
                                        nearest birthday, at the Annuity
If the Certificate is in force on       Commencement Date, adjusted as
the Annuity Commencement Date, we       follows:
will use the Fixed Account portion
and/or the Separate Account portion          Annuity
of the Adjusted Policy Value to           Commencement    Adjusted Age
make annuity payments to the Payee            Date
under Option 3 and/or 3-V,                ------------    ------------
respectively, with 10 years                Before 2001   Actual Age
certain, or if elected, under one          2001 - 2010   Actual Age minus 1
or more of the other options               2011 - 2020   Actual Age minus 2
described in this section. However,        2021 - 2030   Actual Age minus 3
the option(s) elected must provide         2031 - 2040   Actual Age minus 4
for lifetime income or income for a        After  2040   Actual Age minus 5
period of at least 60 months. The
Certificate Owner will become the       Election of Optional Method of
Annuitant at the Annuity                Payment
Commencement Date. Payments will be
made at 1, 3,6 or 12 month              Before the Annuity Commencement
intervals. We reserve the right to      Date the Certificate Owner can
change the frequency of payments to     elect or change a payment option.
avoid making payments of less than      The Certificate Owner may elect, in
$50.                                    a signed notice which gives us the
                                        facts that we need, annuity
Before the Annuity Commencement         payments that may be either
Date, if the death proceeds become      variable, Fixed, or a combination
payable or if the Certificate is        of both. If a combination is
surrendered, we will pay any            elected, they must also tell us
proceeds in one sum, or if elected,     what part of the proceeds on the
all or part of these proceeds may       Annuity Commencement Date are to be
be placed under one or more of the      applied to provide each type of
options described in this section.      payment (It must also specify which
If we agree, the proceeds may be        Subaccounts.) The amount of a
placed under some other method of       combined payment will be the sum of
payment instead.                        the variable and fixed payments.
                                        Payments under a variable payment
Adjusted Age                            option will refelect the investment
                                        performance of the selected
Payments under Options 3 and 5, and     Subaccount of the Separate Account.
the first payment under Options 3-V
and 5-V are determined based on

SB956

                                    PAGE 11
<PAGE>

                     SECTION 10 - ANNUITY PAYMENTS - CONT

Payee                                   Certificate Owner will agree on
                                        withdrawal rights when you elect
Unless specified otherwise, the         this option. The interest rate we
Payee shall be the Annuitant, or        declare for this option may be
the beneficiary as specified in the     different than the interest rate(s)
Beneficiary provision.                  credited prior to the Annuity
                                        Commencement Date.
Proof of Age
                                        Option 2 - Income for a Specified
We may require proof of the age of      Period
any person who has an annuity
purchased under Options 3, 3-V, 5       We will make level payments only
and 5-V of this section before we       for the fixed period you choose. In
make the first payment.                 the event of the death of the
                                        person receiving payments prior to
Minimum Proceeds                        the end of the fixed period
                                        elected, payments will be continued
If the proceeds are less than           to that person's beneficiary or
$2,000, we reserve the right to pay     their present value may be paid in
them out as a lump sum instead of       a single sum. No funds will remain
applying them to a payment option.      at the end.

Premium Tax                             Option 3 - Life Income - You may
                                        choose between:
We may be required by law to pay
premium tax on the amount applied       1.   No Period Certain - We will
to a payment option. If the                  make level payments only
requirement is applicable to the             during the Annuitant's
issue state, we will deduct the              lifetime.
premium tax before applying the
proceeds.                               2.   10 Years Certain - We will
                                             make level payments only
B.   FIXED ACCOUNT PAYMENTS                  during the Annuitant's
                                             lifetime or ten years.
Guaranteed Payment Options
                                        3.   Guaranteed a Return of Policy
The fixed account payment is                 Proceeds - We will make level
determined by multiplying each               payments for the longer of the
$1,000 of proceeds allocated to a            Annuitant's lifetime or until
fixed Payment Option by the amounts          the total dollar amount of
shown on page 12 for the option              payments we made to you equals
selected. Options 1, 2 and 4 are             the amount applied to this
based on a guaranteed interest rate          option.
of 3%.
                                        Option 4 - Income of a Specified
Options 3 and 5 are based on a          Amount
guaranteed interest rate of 3% and
the "1983 Table a" (male, female,       Payments are made for any specified
and unisex if required by law)          amount until the amount applied to
mortality table improved to the         this option, with interest, are
year 2000 with projection scale G.      exhausted. This will be a series of
(The "1983 Table a" mortality rates     level payments followed by a
are adjusted based on improvements      smaller final payment In the event
in mortality since 1983 to more         of the death of the person
appropriately ref elect increased       receiving payments prior to the
longevity. This is accomplished         time proceeds with interest are
using a set of improvement factors      exhausted, payments will be
referred to as projection scale G.)     continued to that person's
                                        beneficiary or their present value
Option 1 - Interest Payments            may be paid in a single sum.

We will pay the interest on the         Option 5 - Joint and Survivor
amount we use to provide annuity        Annuity
payments in equal payments or this
amount may be left to accumulate        Payments are made during the joint
for a period of time we and the         lifetime of the Payee and a joint
Certificate Owner agree to. We and      Payee of your selection. Payments
the                                     will be made as long as either
                                        person is living.

                                        Current Payment Options

                                        The amounts shown in the tables on
                                        page 12 are the guaranteed amounts.
                                        Current amounts offered to
                                        individuals of the same class may
                                        be obtained from us.

S960
                                  PAGE 11 (A)
<PAGE>

                               SECTION 10 - CONT


C. VARIABLE ACCOUNT PAYMENT OPTIONS          the percentage shown on page 3
                                             of the daily net asset value
Variable Annuity Units                       of a fund share held in the
                                             Separate Account for that
The proceeds chosen by the                   Subaccount.
Certificate Owner to apply to a
variable payment option will be         Determination of the First Variable
used to purchase variable annuity       Payment
units in Subaccounts chosen by the
Certificate Owner. The dollar value     The amount of the first variable
of variable annuity units in the        payment is determined by
chosen Subaccounts will increase or     multiplying each $ 1,000 of
decrease reflecting the investment      proceeds allocated to a variable
experience of the chosen                payment option by the amounts shown
Subaccounts. The value of a             on page 13 for the variable option
variable annuity unit in a              you select The tables are based on
particular Subaccount on any            a 5% effective annual Assumed
business day is equal to (a)            Investment Return and the " 1983
multiplied by (b) multiplied by         Table a" (male, female, and unisex
(c), where:                             if required by law) mortality table
                                        improved to the year 2000 with
(a)  is the variable annuity unit       projection scale G. (The " 1983
     value for that Subaccount on       Table a" mortality rates are
     the immediately preceding          adjusted based on improvements in
     business day;                      mortality since 1983 to more
                                        appropriately ref elect increased
(b)  is the net investment factor       longevity. This is accomplished
     for that Subaccount for the        using a set of improvement factors
     Valuation Period; and              referred to as projection scale G.)

(c)  is the Assumed Investment          Option 3V- Life Income
     Return adjustment factor for
     the Valuation Period.              You may choose between:

The Assumed Investment Return           1.   "No Period Certain" - Payments
adjustment factor for the valuation          will be made only during the
period is the product of discount            lifetime of the Annuitant.

factors of .99986634 per day to
recognize the 5.0% effective annual     2.   "10 Years Certain" - Payments
Assumed Investment Return.                   will be made for the longer of
                                             the Annuitant's lifetime or
The net investment factor used to            ten years. In the event of the
calculate the value of a variable            death of the person receiving
annuity unit in each Subaccount for          payments prior to the end of
the Valuation Period is determined           the period for which the
by dividing (a) by (b) and                   election was made, payments
subtracting (c) from the result,             will be continued to that
where:                                       person's beneficiary or their
                                             present value may be paid in a
(a)  is the net result of:                   single sum.

     (1)  the net asset value of a      Option 5V - Joint and Survivor
          fund share held in that       Annuity
          Subaccount determined as
          of the end of the current     Payments are made as long as either
          valuation period; plus        the Payee or the joint Payee is
                                        living.
     (2)  the per share amount of
          any dividend or capital       Determination of Subsequent
          gain distributions made       Variable Payments
          by the fund for shares
          held in that Subaccount       The amount of each variable annuity
          if the ex-dividend date       payment after the first will
          occurs during the             increase or decrease according to
          Valuation Period; plus or     the value of the variable annuity
          minus                         units which reflect the investment
     (3)  a per share credit or         experience of the selected
          charge for any taxes          Subaccounts. Each variable annuity
          reserved for, which we        payment after the first will be
          determine to have             equal to the number of variable
          resulted from the             annuity units in the selected
          investment operations of      Subaccounts multiplied by the
          the Subaccount.               variable annuity unit value on the
                                        date the payment is made. The
(b)  is the net asset value of a        number of variable annuity units in
     fund share held in that            each selected Subaccount is
     Subaccount determined as of        determined by dividing the first
     the end of the immediately         variable annuity payment allocated
     preceding Valuation Period.        to the Subaccount by the variable
                                        annuity unit value of that
(c)  is a factor representing the       Subaccount on the Annuity
     Mortality and Expense Risk Fee     Commencement Date.
     and Administrative Charge
     applicable after the Annuity
     Commencement Date. This factor
     is less than or equal to, on
     an annual basis,

SB960
                                  PAGE 11 (B)
<PAGE>

                   GUARANTEED FIXED ACCOUNT PAYMENT OPTIONS

The amounts shown in these tables are the guaranteed amounts for each $1,000 of
the proceeds. Higher current amounts may be available at the time of settlement.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
     Option 2, Table I                 Option 3, Table II          Option 3, Table III          Option 3, Table IV
- ---------------------------          ---------------------------------------------------------------------------------
                                                                                             Monthly Installment for
   Number      Amount of             Monthly Installment For     Monthly Installment for        Guaranteed Return
  Of Years      Monthly              Life No Period Certain       Life 10 Years Certain            of Proceeds
  Payable     Installment
                            ------------------------------------------------------------------------------------------
                              Age*    Male   Female   Unisex     Male    Female   Unisex     Male    Female   Unisex
- ----------------------------------------------------------------------------------------------------------------------
  <S>         <C>           <C>       <C>    <C>      <C>        <C>     <C>      <C>        <C>     <C>      <C>
                               50     $3.87   $3.55    $3.71     $3.84    $3.54    $3.70     $3.73    $3.49    $3.61
                               51      3.93    3.60     3.77      3.90     3.59     3.75      3.79     3.53     3.66
                               52      4.00    3.65     3.83      3.97     3.64     3.81      3.84     3.58     3.71
                               53      4.07    3.71     3.90      4.04     3.70     3.87      3.90     3.63     3.76
     5          $ 17.91        54      4.15    3.77     3.97      4.11     3.75     3.94      3.96     3.68     3.82
     6            15.14        55      4.23    3.83     4.04      4.19     3.82     4.01      4.03     3.73     3.88
     7            13.16        56      4.32    3.90     4.11      4.27     3.88     4.08      4.10     3.79     3.94
     8            11.68        57      4.41    3.97     4.19      4.35     3.95     4.15      4.17     3.85     4.00
     9            10.53        58      4.50    4.05     4.28      4.44     4.02     4.24      4.24     3.91     4.07
    10             9.61        59      4.61    4.13     4.37      4.53     4.10     4.32      4.32     3.97     4.14
    11             8.86        60      4.72    4.21     4.47      4.63     4.18     4.41      4.40     4.04     4.22
    12             8.24        61      4.84    4.30     4.57      4.74     4.26     4.51      4.49     4.12     4.30
    13             7.71        62      4.96    4.40     4.68      4.85     4.35     4.61      4.58     4.19     4.38
    14             7.26        63      5.10    4.50     4.80      4.97     4.45     4.71      4.68     4.28     4.47
    15             6.87        64      5.24    4.61     4.93      5.09     4.55     4.83      4.78     4.36     4.56
    16             6.53        65      5.40    4.73     5.06      5.22     4.66     4.95      4.88     4.45     4.66
    17             6.23        66      5.56    4.85     5.21      5.36     4.77     5.07      4.99     4.55     4.76
    18             5.96        67      5.74    4.99     5.36      5.50     4.89     5.20      5.11     4.65     4.87
    19             5.73        68      5.93    5.13     5.53      5.65     5.02     5.34      5.24     4.76     4.98
    20             5.51        69      6.13    5.29     5.71      5.80     5.15     5.49      5.37     4.87     5.10
                               70      6.34    5.45     5.90      5.96     5.30     5.64      5.51     4.99     5.23

- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                   Option 5, Table V
- ----------------------------------------------------------------------------------------------------------------------
                                      Monthly Installment For Joint and Full Survivor
- ----------------------------------------------------------------------------------------------------------------------
   Age of
                                                  Age of Female Annuitant*
    Male
                      ------------------------------------------------------------------------------------------------
 Annuitant*                15 Years    12 Years     9 Years     6 Years       3 Years                    3 Years
                          Less than    Less Than   Less Than   Less Than     Less Than     Same As      More Than
                             Male        Male         Male        Male         Male          Male         Male
- ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>         <C>         <C>           <C>           <C>          <C>
    50                      $2.99       $3.05        $3.11       $3.18        $3.25         $3.32        $3.39
    55                       3.11        3.19         3.27        3.35         3.44          3.53         3.63
    60                       3.27        3.37         3.47        3.58         3.70          3.82         3.95
    65                       3.47        3.60         3.74        3.89         4.05          4.22         4.39
    70                       3.74        3.91         4.10        4.31         4.53          4.77         5.02
- ----------------------------------------------------------------------------------------------------------------------
                                      Monthly Installment For Unisex Joint and Full Survivor
- ----------------------------------------------------------------------------------------------------------------------
   Age of
                                                 Age of Joint Annuitant*
   First
                      ------------------------------------------------------------------------------------------------
 Annuitant*                15 Years    12 Years     9 Years     6 Years       3 Years                    3 Years
                          Less than    Less Than   Less Than   Less Than     Less Than     Same As      More Than
                            First        First       First       First         First        First         First
- ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>         <C>         <C>           <C>           <C>          <C>
    50                      $3.04       $3.09        $3.15       $3.21        $3.27         $3.33        $3.39
    55                       3.17        3.24         3.32        3.40         3.48          3.56         3.63
    60                       3.34        3.44         3.54        3.64         3.75          3.85         3.95
    65                       3.57        3.70         3.83        3.97         4.11          4.26         4.39
    70                       3.87        4.04         4.22        4.42         4.62          4.82         5.01
- ----------------------------------------------------------------------------------------------------------------------
    *Adjusted Age as defined in Section 10.A.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

The annual, semi-annual or quarterly installments under Option 2 shall be
monthly installment shown multiplied by 11.84, 5.96 or 2.99 respectively, and
for Options 3 and 5 the monthly installment shown multiplied by 11.80, 5.95 or
2.99 respectively.
- --------------------------------------------------------------------------------

Dollar amounts of monthly installments not shown in the above tables will be
calculated on the same basis as those shown and may be obtained from the
Company.

T825

                                    PAGE 12
<PAGE>

                            VARIABLE PAYMENT OPTIONS
                       BASED ON ASSUMED INVESTMENT RETURN

The amounts shown in these tables are the initial payment amounts based on a
5.0% Assumed Investment Return for each $1,000 of the proceeds.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                       Option 3-V, Table II       Option 3-V, Table III
- ---------------------------          ---------------------------------------------------------------------------------

                                     Monthly Installment For     Monthly Installment for
                                     Life No Period Certain       Life 10 Years Certain

                            ------------------------------------------------------------------------------------------
                              Age*    Male   Female   Unisex     Male    Female   Unisex
- ----------------------------------------------------------------------------------------------------------------------
                            <S>       <C>    <C>      <C>        <C>     <C>      <C>
                               50     $5.11   $4.81    $4.96     $5.07    $4.79    $4.94
                               51      5.17    4.85     5.02      5.13     4.83     4.99
                               52      5.24    4.90     5.07      5.19     4.88     5.04
                               53      5.31    4.95     5.13      5.25     4.93     5.10
                               54      5.38    5.01     5.20      5.32     4.98     5.16
                               55      5.46    5.06     5.26      5.39     5.04     5.22
                               56      5.54    5.12     5.34      5.47     5.09     5.28
                               57      5.63    5.19     5.41      5.54     5.16     5.36
                               58      5.72    5.26     5.49      5.63     5.22     5.43
                               59      5.82    5.34     5.58      5.72     5.29     5.51
                               60      5.93    5.42     5.68      5.81     5.37     5.60
                               61      6.04    5.50     5.78      5.91     5.44     5.69
                               62      6.17    5.60     5.89      6.02     5.53     5.78
                               63      6.30    5.69     6.00      6.13     5.62     5.88
                               64      6.44    5.80     6.13      6.25     5.71     5.99
                               65      6.60    5.91     6.26      6.37     5.82     6.10
                               66      6.76    6.04     6.40      6.50     5.92     6.22
                               67      6.94    6.17     6.56      6.63     6.04     6.35
                               68      7.13    6.31     6.72      6.77     6.16     6.48
                               69      7.33    6.46     6.90      6.92     6.29     6.62
                               70      7.55    6.63     7.09      7.07     6.43     6.76
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                   Option 5V, Table V
- ----------------------------------------------------------------------------------------------------------------------
                                      Monthly Installment For Joint and Full Survivor
- ----------------------------------------------------------------------------------------------------------------------
   Age of
                                                  Age of Female Annuitant*
    Male
                      ------------------------------------------------------------------------------------------------
 Annuitant*                15 Years    12 Years     9 Years     6 Years       3 Years                    3 Years
                          Less than    Less Than   Less Than   Less Than     Less Than     Same As      More Than
                             Male        Male         Male        Male         Male          Male         Male
- ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>         <C>         <C>           <C>           <C>          <C>
    50                      $4.32       $4.36        $4.41       $4.46        $4.51         $4.57        $4.62
    55                       4.42        4.47         4.53        4.60         4.67          4.75         4.83
    60                       4.54        4.62         4.70        4.80         4.90          5.01         5.12
    65                       4.71        4.82         4.94        5.07         5.22          5.37         5.53
    70                       4.95        5.10         5.27        5.46         5.67          5.89         6.13
- ----------------------------------------------------------------------------------------------------------------------
                                  Monthly Installment For Unisex Joint and Full Survivor
- ----------------------------------------------------------------------------------------------------------------------
   Age of
                                                  Age of Joint Annuitant*
   First
                      ------------------------------------------------------------------------------------------------
 Annuitant*                15 Years    12 Years     9 Years     6 Years       3 Years                    3 Years
                          Less than    Less Than   Less Than   Less Than     Less Than     Same As      More Than
                            First        First       First       First         First        First         First
- ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>         <C>         <C>           <C>           <C>          <C>
    50                      $4.40       $4.45        $4.50       $4.55        $4.61         $4.67        $4.72
    55                       4.52        4.59         4.66        4.73         4.81          4.89         4.96
    60                       4.69        4.78         4.87        4.97         5.08          5.19         5.29
    65                       4.91        5.04         5.17        5.31         5.46          5.62         5.77
    70                       5.22        5.40         5.59        5.79         6.02          6.24         6.47
- ----------------------------------------------------------------------------------------------------------------------
    *Adjusted Age as defined in Section 10.A.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

The annual, semi-annual or quarterly installments shall be the monthly
installment shown for Options 3-V and 5-V multiplied by 11.70, 5.93 or 2.99
respectively.

- --------------------------------------------------------------------------------

Dollar amounts of monthly installments not shown in the above tables will be
calculated on the same basis as those shown and may be obtained from the
Company.

TB828
                                    PAGE 13
<PAGE>

                         SECTION 11 GENERAL PROVISIONS


PARTICIPANT CERTIFICATES                3.   Amend or modify this
                                             Certificate with our consent.
We will issue a Certificate to each     4.   Receive annuity payments or
Participant.                                  name a Payee to receive the
                                             payments.
MODIFICATION OF CONTRACT                5.   Exercise, receive and enjoy
                                             every other right and benefit
No change in this Certificate or             contained in this Certificate.
the Group Contract is valid unless
made in writing by us and approved      The use of these rights may be
by one of our officers. No              subject to the consent of any
registered representative has           assignee or irrevocable
authority to change or waive any        beneficiary; and of the spouse in a
provision of the Group Contract or      community or marital property
this Certificate.                       state.

TAX QUALIFICATION                       Unless we have been notified of a
                                        community or marital property
This Certificate is intended to         interest in this Certificate, we
qualify as an annuity contract for      will rely on our good faith belief
federal income tax purposes. The        that no such interest exists and
provisions of this Certificate are      will assume no responsibility for
to be interpreted to maintain such      inquiry.
qualification. To maintain such tax
qualification, we reserve the right     SUCCESSOR CERTIFICATE OWNER
to amend this Certificate to
reflect any clarifications that may     A successor Certificate Owner can
be needed or are appropriate to         be named in any enrollment form, or
maintain such tax qualification or      in a notice you sign which gives us
to conform this Certificate to any      the facts that we need. The
applicable changes in the tax           successor Certificate Owner will
qualification requirements. We will     become the new Certificate Owner
send the Certificate Owner a copy       when you die, if you die before the
in the event of any such amendment      Annuitant If no successor
If such an amendment is refused, it     Certificate Owner survives you and
must be by giving us written            you die before the Annuitant, your
notice, and refusal may result in       estate will become the new
adverse tax consequences.               Certificate Owner.

NON -PARTICIPATING                      CHANGE OF OWNERSHIP

The Group Contract and Group            In the case of a non-tax qualified
Certificates will not share in our      annuity, you can change the
surplus earnings.                       Certificate Owner of this
                                        Certificate from yourself to a new
AGE OR SEX CORRECTIONS                  Certificate Owner, in a notice you
                                        sign which gives us the facts that
If the age or sex of the Annuitant      we need. When this change takes
has been misstated, the benefits        effect, all rights of ownership in
will be those which the premiums        this Certificate will pass to the
paid would have purchased for the       new Certificate Owner.
correct age and sex. If required by
law to ignore differences in the        A change of Certificate Owner or
sex of the Annuitant, the payment       successor Certificate Owner will
options will be determined using        not be effective until it is
the unisex factors in Section 10.       recorded in our records. After it
                                        has been so recorded, the change
Any underpayment made by us will be     will take effect as of the date you
paid with the next payment Any          signed the notice. However, if the
overpayment made by us will be          Annuitant dies before the notice
deducted from future payments. Any      has been so recorded, it will not
underpayment or overpayment, will       be effective as to those proceeds
include interest at 5% per year,        we have paid before the change was
from the date of the wrong payment      recorded in our records. We may
to the date of the adjustment.          require that the change be endorsed
                                        in the Certificate. Changing the
INCONTESTABILITY                        Certificate Owner or naming a new
                                        successor Certificate Owner cancels
This Certificate shall be               any prior choice of successor
incontestable from the Certificate      Certificate Owner, but does not
Date.                                   change the beneficiary or the
                                        Annuitant.
EVIDENCE OF SURVIVAL
                                        ANNUITY COMMENCEMENT DATE
We have the right to require
satisfactory evidence that a person     The Annuity Commencement Date is
was alive if a payment is based on      the date annuity payments begin.
that person being alive. No payment     This date may not be later than the
will be made until we receive the       last day of the Certificate month
evidence.                               starting after the Annuitant
                                        attains age 85, except as expressly
SETTLEMENT                              allowed by us, but in no event
                                        later than the last day of the
Any payment by us under this            Certificate month following the
Certificate is payable at our Home      month in which the Annuitant
Office.                                 attains age 95. You may change the
                                        Annuity Commencement Date at any
RIGHTS OF CERTIFICATE OWNER             time before the Annuity
                                        Commencement Date by giving us 30
You may, while the Annuitant is         days' written notice.
living:

1.   Assign this Certificate.
2.   Surrender this Certificate to
     us.

H690
                                    PAGE 14
<PAGE>

                               SECTION 11 - CONT

ASSIGNMENT                              at the time the death proceeds
                                        become payable. If there is more
(a)  In the case of a non-tax           than one beneficiary and you failed
     qualified annuity, this            to specify their interest, they
     Certificate may be assigned.       will share equally. Payment will be
     The assignment must be in          made to the named contingent
     writing and filed with us.         beneficiary(ies) only if all
                                        primary beneficiaries have died
(b)  We assume no responsibility        before the death proceeds become
     for the validity of any            payable. If any primary beneficiary
     assignment Any claim made          is alive at the time the death
     under an assignment shall be       proceeds become payable, but dies
     subject to proof of interest       before receiving their payment,
     and the extent of the              their share will be paid to their
     assignment.                        estate.

(c)  This Certificate may be            In cases where the annuitant dies
     applied for and issued to          and the Certificate Owner (who is
     qualify as a tax-qualified         not the annuitant) elected to
     annuity under certain sections     receive the death proceeds in
     of the Internal Revenue Code.      accordance with Section 9, if the
     This will be specified in the      annuitant's estate has been named
     enrollment form, or                as beneficiary, then payment will
     information provided in lieu       be made to the Certificate Owner.
     thereof. Ownership of this
     Certificate then is restricted     PROTECTION OF PROCEEDS
     so that it will comply with
     provisions of the Internal         Unless you so direct by filing
     Revenue Code.                      written notice with us, no
                                        beneficiary may assign any payments
Assignment of this Certificate may      under this Certificate before the
result in adverse tax consequences.     same are due. To the extent
                                        permitted by law, no payments under
BENEFICIARY                             this Certificate will be subject to
                                        the claims of creditors of the
Death proceeds, when payable in         Certificate Owner or any
accordance with Section 9, are          beneficiary.
payable to the designated
beneficiary or beneficiaries. Such      DEFERMENT
beneficiary(ies) must be named in
the enrollment form, or information     We will pay any Partial Withdrawals
provided in lieu thereof, and may       or surrender proceeds from the
be changed without consent (unless      Separate Account(s) within 7 days
irrevocably designated or required      after we receive all requirements
by law) by notifying us in writing      that we need. However, it may
on a form acceptable to us. The         happen that the New York Stock
change will take effect upon the        Exchange is closed for trading
date signed, whether or not you are     (other than the usual weekend or
living when we receive it The           holiday closings), or the
notice must have been postmarked        Securities and Exchange Commission
(or show other evidence of delivery     restricts trading or determines
that is acceptable to us) on or         that an emergency exists. If so, it
before the date of death. The most      may not be practical for us to
recent change of beneficiary notice     determine the investment experience
will replace any prior beneficiary      of the Separate Account In that
designations. No change will apply      case, we may defer transfers among
to any payment we made before the       the Subaccounts and to the Fixed
written notice was received. If an      Account, and determination or
irrevocable beneficiary dies, you       payment of Partial Withdrawals or
may designate a new beneficiary.        surrender proceeds.

You may direct that the beneficiary     When permitted by law, we may defer
shall not have the right to             paying any Partial Withdrawals or
withdraw, assign or commute any sum     surrender proceeds from the Fixed
payable under an option. In the         Account for up to 6 months from the
absence of such election or             date we receive the request. If the
direction, the beneficiary may          Certificate Owner dies after the
change the manner of payment or         request is received, but before the
make an election of any option.         request is processed, the request
                                        will be processed before the death
If any primary or contingent            proceeds are determined. Interest
beneficiary dies before the             will be paid on any amount deferred
Annuitant, that beneficiary's           for 30 days or more. This rate will
interest in this Certificate ends       be computed at the rate of interest
with that beneficiary's death Only      currently paid on proceeds left
those beneficiaries living at the       under the Interest Payments
time of the Annuitant's death will      Settlement Option.
be eligible to receive their share
of the Death Proceeds. In the event     REPORTS TO OWNER
no contingent beneficiaries have
been- named and all primary             We will give you an annual report
beneficiaries have died before the      at least once each Certificate
death proceeds become payable, the      Year. This report will show the
Certificate Owner(s) will become        number and value of the
the beneficiary(ies) unless elected     accumulation units held in each of
otherwise in accordance with            the Subaccounts as well as the
Section 9. If both primary and          value of the Fixed Account. It will
contingent beneficiaries have been      also give you the Death Benefit,
named, payment will be made to the      Cash Value, and any other facts
named primary beneficiaries living      required by law or regulation.

J690

                                    PAGE 15
<PAGE>

[LOGO PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E, Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)            (319) 398-8511


LUMP SUM PARTIAL WITHDRAWAL OPTION

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.

The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:

     Beginning in the [2nd] Certificate Year, amounts ($500, minimum)
     up to [10%] of the Policy Value immediately prior to the Partial
     Withdrawal are available as a Lump Sum distribution once per
     Certificate Year with no Surrender Charges and no Excess Interest
     Adjustment.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to ail the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.

          /s/ Craig D. Vermie                     /s/ William L. Busler
               SECRETARY                                PRESIDENT

AE 1051 199

<PAGE>

[LOGO PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E, Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)            (319) 398-8511


GUARANTEED MINIMUM DEATH BENEFIT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

The Death Proceeds Prior to Annuity Commencement Date provision in Section 9,
Death Proceeds, is replaced with the following language:

     The amount of the death proceeds will be the greatest of (a), (b), or (c)
where:

     (a)  is the Policy Value on the date we receive due proof of death and an
          election of a method of settlement;

     (b)  is the Cash Value on the date we receive due proof of death and an
          election of a method of settlement, and;

     (c)  is the Guaranteed Minimum Death Benefit (GMDB), plus any additional
          premium payments received, less any Gross Partial Withdrawals from the
          date of death to the date of payment of death proceeds.

     If no payment option is selected by the date of death, the beneficiary may
     make such election within 60 days of the date we receive due proof of
     death. The beneficiary may elect to receive the death proceeds as a lump
     sum payment or may use the death proceeds to provide any of the annuity
     payment options described in Section 10. Interest on death proceeds will be
     paid as required by law.

     The Guaranteed Minimum Death Benefit is the Double Enhanced Death Benefit
     The GMDB is the greater of (1) and (2) where:

          (1)  is a [5%] Annually Compounding Death Benefit, equal to:

               a)   the total premiums paid for the Certificate; minus

               b)   Adjusted Partial Withdrawals (as described below); plus

               c)   interest accumulated a [5%] per annum from the payment or
                    withdrawal date to the earlier of the date of death or the
                    Certificate Owner's [81st] birthday.

          (2)  is a Step-Up Death Benefit, equal to:

               a)   the largest Policy Value on the Certificate Date or [any]
                    Certificate [Anniversary] prior to the earlier of the date
                    of death or the Certificate Owner's [81st] birthday; plus

               b)   any Premium Payments made since then, minus any Adjusted
                    Partial Withdrawals made since then.

     If the Certificate Owner is a nonnatural person, or if the Certificate
     Owner has elected to have the death proceeds paid upon the death of the
     annuitant, the Guaranteed Minimum Death Benefit will be based upon the
     annuitant's age.

       The Adjusted Partial Withdrawal is the total amount deducted from the
       GMDB as a result of a Partial Withdrawal as used in the GMDB provision.
       It is equal to the Gross Partial Withdrawal described in Section 5,
       multiplied by an Adjustment Factor. The Adjustment Factor is equal to the
       amount of the death proceeds prior to the Partial Withdrawal divided by
       the Policy Value prior to the Partial Withdrawal.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.

          /s/ Craig D. Vermie                     /s/ William L. Busler
               SECRETARY                                PRESIDENT

AE 1060 199


<PAGE>

[LOGO OF PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E, Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)            (319) 398-8511


SYSTEMATIC PAYOUT OPTION

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.

The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:

       Beginning in the [1st] Certificate Year, a Systematic Payout
       Option (SPO) is available on a monthly, quarterly, semi-annual
       or annual basis. SPO payouts must be at least $50 and may not
       exceed 10% of the Policy Value at the time a SPO payout is made
       divided by the number of payouts made per year (e.g. 12 for
       monthly). No Surrender Charges or Excess Interest Adjustment
       will apply to the SPO payout Monthly and quarterly payouts must
       be sent through electronic funds transfer directly to your
       checking or savings account. The Certificate Owner may start or
       stop SPO payouts at any time; however, 30 days written notice
       is required to stop SPO payouts. Once stopped, the Certificate
       Owner must wait until the first day of the next Certificate
       Year to begin a new SPO.

       Once the Certificate Owner has elected a SPO, the Certificate
       Owner must wait a minimum time before the first SPO payment:
       one month for a monthly SPO, three months for quarterly, six
       months for semi-annual, or twelve months for annual.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.


          /s/ Craig D. Vermie                     /s/ William L. Busler
                SECRETARY                                PRESIDENT

AE 1064 199
<PAGE>

[LOGO OF PFL APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E, Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)            (319) 398-8511


SERVICE CHARGE WAIVER

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.

The Service Charge provision in Section 4, Policy Value, is amended to include
the following language:

       The Service Charge will not be deducted on a Certificate
       Anniversary or at the time of surrender if, at such time,
       either (1) the sum of all premium payments made less the sum of
       all withdrawals taken equals or exceeds [$50,000] or (2) the
       Policy Value equals or exceeds [$50,000]

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.


          /s/ Craig D. Vermie                     /s/ William L. Busler
                SECRETARY                                PRESIDENT

AE 1074 199
<PAGE>

[LOGO OF PFL APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E, Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)            (319) 398-8511


PREMIUM ENHANCEMENT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

Section 3, Premium Payments, is amended to include the following language:


       PREMIUM ENHANCEMENT

       When a Premium Payment is paid, a Premium Enhancement
       Percentage of [25%] to [5%] will be applied to that Premium
       Payment and the resulting amount will be added to the Policy
       Value. The amount of the Premium Enhancement is not considered
       a Premium Payment The Premium Enhancement Percentage may vary
       from premium to premium on subsequent Premium Payments, but
       will never be less than 0.25% more than [5%]. The Premium
       Enhancement Percentage applicable to the Initial Premium is set
       forth on the Certificate Data Page. We will advise You of the
       amount of the Premium Enhancement applicable to each subsequent
       Premium Payment in a confirmation that We will send to You. No
       Premium Enhancement will apply if the Certificate is cancelled
       pursuant to the Right to Cancel provision.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.


          /s/ Craig D. Vermie                     /s/ William L. Busler
                SECRETARY                                PRESIDENT

AE 1075 199
<PAGE>

                        [LOGO OF PFL LIFE APPEARS HERE]

        PFL Life Insurance Company
        A Stock Company
        Home Office located at 4333 Edgewood Road N.E, Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us) (319) 398-8511


                    GUARANTEED MINIMUM INCOME BENEFIT RIDER

This rider provides your variable annuity with a Minimum Annuitization Value
which can only be used with the Annuity Factors shown in Schedule l of this
rider. This Minimum Annuitization value is guaranteed by us, regardless of the
performance of the variable annuity's investments.

This rider is attached to and made part of your Certificate as of the Rider
Date. This rider may only be terminated as provided herein. This rider is
subject to all of the provisions in the Certificate that do not conflict with
the provisions of this rider. The Rider Payment Options provide for variable
annuity payments. Subsequent payments may fluctuate with the investment
performance of Your annuity Subaccounts, but will never be less than the initial
payment.


   Certificate Number:   [123456]

   Rider Date:           [05-01-1999]     Last Date To Upgrade: [07-15-2038]

   Annual Growth Rate:   [3.00%]          Guaranteed Minimum Income Benefit:
   Rider Fee Percentage: [0.50%]       First Date to Elect Benefit: [07-15-2009]
   Rider Fee Waiver                    Last Date to Elect Benefit [12-31-2048]
   Threshold:            [250%]

   Mortality and Expense Risk Fee and Administrative Charge after the Election
   Date: [3.50%]

<TABLE>
<CAPTION>
                                Minimum Annuitization    Guaranteed Minimum
    Rider Date           Age          Value*              Monthly Payment**
   -----------        --------  ---------------------   ---------------------
   <S>                <C>       <C>                     <C>
   [ 07/15/ 1998         35        $100,000.00                  N/A         ]
     Election
     Date

   [ 07/15/2008          45        $134,391.64                $479.78       ]
   [ 07/15/2009          46        $138,423.39                $501.09       ]
   [ 07/15/2010          47        $142,576.09                $523.25       ]

   [ 07/15/2011          48        $146,853.37                $547.76       ]
   [ 07/15/2012          49        $151,258.97                $571.76       ]
   [ 07/15/2013          50        $155,796.74                $598.26       ]
   [ 07/15/2014          51        $160,470.64                $625.84       ]
   [ 07/15/2015          52        $165,284.76                $656.18       ]

   [ 07/15/2016          53        $170,243.31                $687.78       ]
   [ 07/15/2017          54        $175,350.61                $720.69       ]
</TABLE>


*Assumes no further payments, no premium tax, and no withdrawals. This amount
may only be used for annuitization with the Rider Payment Options provided in
this rider.

** Assumes the Minimum Annuitization Value shown is applied to a life with 10
year certain Rider Payment Option with monthly payments.

RGMI 4 499(CRT)                        1
<PAGE>

DEFINITIONS                             Mortality and Expense Risk Fee and
                                        Administrative Charge in effect
The following definitions used in       prior to the Election Date. It may
this Rider are for reference only.      also be different than the
                                        Mortality and Expense Risk Fee and
Annuitant                               Administrative Charge for the
                                        settlement options shown in the
The Annuitant is designated on the      Certificate.
Certificate Data Page. The variable
annuity payments are paid to the        The subsequent payments may
Annuitant (or surviving Joint           fluctuate in accordance with the
Annuitant).                             investment performance of Your
                                        annuity Subaccounts. However, such
Annuity Factor                          payments will never be less than
                                        the initial payment.
A factor for the applicable
Annuitant age, sex and Rider            MINIMUM ANNUITIZATION VALUE
Payment Option is shown in Schedule
I or Schedule II of this rider. For     The Minimum Annuitization Value is
the Rider Payment Option chosen,        used to determine Your Guaranteed
the Annuity Factor from Schedule I      Minimum Income Benefit payments. On
and the Minimum Annuitization Value     the Rider Date, the Minimum
will be used to determine the           Annuitization Value is the value of
applicable annuity payments. For        Your Certificate. thereafter, based
Annuitants age 85 or older at the       upon the effective Annual Growth
time of annuitization, the age 85       Rate (shown on page one of this
Annuity Factor will be used for         rider), it will be the value of
Schedule I. Factors not shown are       Your Certificate on the Rider Date,
available from us upon request.         plus any additional payments made
Schedule I and Schedule II are          after the Rider Date, minus policy
based on the " 1983 Table a"            withdrawals (adjusted as described
mortality table, improved to the        below), minus any premium taxes.
year 2000 with projection scale G.
                                        Withdrawals
Election Date
                                        In any Certificate Year, the
A date that You elect to begin          Minimum Annuitization Value will
Guaranteed Minimum Income Benefit       only be reduced by the actual
payments. The Election Date must be     amount of a withdrawal as long as
within 30 days following a              the withdrawal does not exceed a
Certificate Anniversary. The first      maximum annual free amount.
and last dates to elect a Rider         Withdrawals in excess of the
Payment Option are shown on page        maximum annual free amount will
one of this rider.                      reduce the Minimum Annuitization
                                        Value by an amount equal to (A)
Minimum Annuitization Value             divided by (B) multiplied by (C)
                                        where:
The amount we will use to determine
the Guaranteed Minimum Income                (A) is the amount of the
Benefit payments.                            excess withdrawal;

Rider Date                                   (B) is the value of Your
                                             Certificate after the current
The date that this rider is added            Certificate Year maximum
to the Certificate. This date may            annual free amount has been
only be the issue date of the                withdrawn, but prior to the
Certificate or a Certificate                 withdrawal of the excess
Anniversary date. this is also the           portion; and
Certificate Anniversary that You
most recently elected to upgrade             (C) is the Minimum
the Minimum Annuitization Value, if          Annuitization Value after the
applicable.                                  current Certificate Year
                                             maximum annual free amount has
Supportable Payment                          been withdrawn, but prior to
                                             withdrawal of the excess
The Supportable Payment is equal to          portion.
the number of variable annuity
units in the selected Subaccounts       For each Certificate Year, the
multiplied by the variable annuity      maximum annual free amount is equal
unit values in those Subaccounts on     to the Minimum Annuitization Value,
the date the payment is made.           as of the beginning of the
                                        Certificate Year, multiplied by the
GUARANTEED MINIMUM INCOME BENEFIT       effective Annual Growth Rate as
                                        shown on page one of this rider.
On the Election Date, You may use       Withdrawals during a Certificate
the Minimum Annuitization Value and     Year will reduce the available
the applicable Annuity Factor to        maximum annual free amount by the
provide variable payments to the        amount of the withdrawal.
Annuitant. The first variable
payment is determined by                RIDER FEE
multiplying each $1,000 of Minimum
Annuitization Value by the Annuity      We will deduct a fee from the value
Factor on Schedule I. Each              of the Certificate on each
subsequent payment will be              Certificate Anniversary and on the
calculated as described in the          termination date of this rider. The
Certificate, using a 5% Assumed         Rider Fee is the Minimum
Investment Return.                      Annuitization Value at the time the
                                        fee is deducted, multiplied by the
For subsequent payments, an annual      Rider Fee Percentage shown on the
Mortality and Expense Risk Fee and      first page of this rider. The fee
Administrative Charge (which            will be deducted from each
includes an investment risk fee)        Subaccount in proportion to the
will be charged. This fee may be        amount of value of the Certificate
different than the                      in each Subaccount This fee will
                                        not be deducted after the Election
                                        Date or if the Certificate
                                        terminates due to the death of the
                                        Certificate Owner.

RGMI 4 499(CRT)

                                   2
<PAGE>

WAIVER OF RIDER FEE                     annuitization, each payment will be
                                        stabilized to equal the initial
If the value of the Certificate, on     payment On each Certificate
a particular Certificate                Anniversary following
Anniversary, exceeds an amount          annuitization, the stabilized
equal to the Rider Fee Waiver           payment will be increased or
Threshold (shown on page one of         decreased (but never below the
this rider) multiplied by the           initial payment) and held level for
Minimum Annuitization Value, the        that Certificate Year. On each
Rider Fee will be waived for that       Certificate Anniversary following
Certificate Anniversary.                annuitization, the stabilized
                                        payment will equal the greater of
MINIMUM ANNUITIZATION VALUE UPGRADE     the initial payment or the
                                        Supportable Payment at that time.
The Certificate Owner may elect, in
writing, to upgrade the Minimum         If the Supportable Payment (at any
Annuitization Value to the value of     payment date) is greater than the
the Certificate on a Certificate        stabilized payment for that year,
Anniversary. This may be done           the excess will be used to purchase
within 30 days immediately              additional annuity units as
following any Certificate               described below. If the Supportable
Anniversary, and prior to the Last      Payment (at any payment date) is
Date to Upgrade shown on page one       less than the stabilized payment
of this rider.                          for that year, annuity units will
                                        be redeemed as described below to
If an upgrade is elected, this          fund the deficiency.
rider will terminate and a new
rider will be issued with a new         Purchase/Redemption of Annuity
Rider Date, Election Date and its       Units:
own guaranteed benefits. The new
annual Rider Fee Percentage may be           The number of annuity units
different than this rider's, but             purchased or redeemed is equal
it will never be greater than                to the annuity income
0.50%.                                       purchased or redeemed,
                                             respectively, divided by the
RIDER PAYMENT OPTIONS                        annuity unit value For each
                                             respective
The Minimum Annuitization Value and          Subaccount..Purchases and
applicable Annuity Factors from              redemptions of annuity income
Schedule I may be applied to the             will be allocated to each
following payment options:                   Subaccount on a proportionate
                                             basis. The amount of annuity
    Life Income - An election may            income purchased or redeemed
    be made for "No Period Certain"          is the difference between the
    or " 10 Years Certain". In the           Supportable Payment and the
    event of the death of the                stabilized payment, times the
    person receiving payments prior          attained age nearest birthday
    to the end of the chosen period          Annuity Factors shown in
    certain, the remaining period            Schedule II, divided by
    certain payments will be                 $1,000. These factors will
    continued to the beneficiary.            reflect the remaining certain
                                             period, if any, but will be
    Joint and Full Survivor - An             calculated on the same basis
    election may be made for "No             as the Schedule II factors.
    Period Certain" or " 10 Years
    Certain". Payments will be made     The Company bears the risk that it
    as long as either the Annuitant     will need to make payments if all
    or Joint Annuitant is living.       annuity units have been redeemed in
    In the event of the death of        an attempt to maintain the
    both the Annuitant and the          stabilized payment at the initial
    Joint Annuitant prior to the        payment level. In such an event,
    end of the chosen period            the Company will make all future
    certain, the remaining period       payments equal to the initial
    certain payments will be            payment.
    continued to the beneficiary.
                                        ASSIGNMENT
GUARANTEED MINIMUM PAYMENT
                                        Payments made under this rider may
On the Election Date, the owner         not be pledged or assigned.
will receive guaranteed minimum         Payments will only be made to the
payments. The annual Mortality and      Annuitant or Joint Annuitant named
Expense Risk Fee and Administration     in the Certificate.
Charge for these payments is shown
on page one of this rider. The          TERMINATION
percentage shown on page one also
includes a fee to cover investment      This rider will be terminated upon
risk associated with guaranteeing a     the earliest of:
minimum payment.
                                        a.   the Election Date;
The first payment is based on the       b.   30 days after the Last Date to
Annuity Factors in Schedule I. We            Elect Benefit shown on the
guarantee that each subsequent               first page of this rider.
payment will be equal to or greater     c.   the date the Certificate
than your initial payment                    terminates;
                                        d.   the date you elect to apply
During the first Certificate Year            the value of the Certificate
following                                    to annuitize the Certificate;
                                             and

                                        e.   the date you elect to upgrade
                                             your Minimum Annuitization
                                             Value.

                                        This rider cannot be terminated
                                        prior to the earliest of the above
                                        dates.

                       Signed for us at our home office.

             /s/ Craig D. Vermie            /s/ William L. Busler
                 SECRETARY                         PRESIDENT

RGMI 4 499(CRT)

                                       3
<PAGE>

                         SCHEDULE I - ANNUITY FACTORS

The amounts shown in these tables are the Annuity Factors for each $1,000 of the
Minimum Annuitization Value and assume a 3% Assumed Investment Return.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
- ---------------------------            -------------------------------------------------------------------------------
                                        Monthly Annuity Factor For    Monthly Annuity Factor For
                                       Life With No Period Certain    Life With 10 Years Certain
                            ------------------------------------------------------------------------------------------
                              Age      Male      Female     Unisex    Male     Female     Unisex
- ----------------------------------------------------------------------------------------------------------------------
                              <S>      <C>       <C>        <C>       <C>      <C>        <C>
                               50      $3.87      $3.55      $3.71    $3.84     $3.54      $3.70
                               51       3.93       3.60       3.77     3.90      3.59       3.75
                               52       4.00       3.65       3.83     3.97      3.64       3.81
                               53       4.07       3.71       3.90     4.04      3.70       3.87
                               54       4.15       3.77       3.97     4.11      3.75       3.94
                               55       4.23       3.83       4.04     4.19      3.82       4.01
                               56       4.32       3.90       4.11     4.27      3.88       4.08
                               57       4.41       3.97       4.19     4.35      3.95       4.15
                               58       4.50       4.05       4.28     4.44      4.02       4.24
                               59       4.61       4.13       4.37     4.53      4.10       4.32
                               60       4.72       4.21       4.47     4.63      4.18       4.41
                               61       4.84       4.30       4.57     4.74      4.26       4.51
                               62       4.96       4.40       4.68     4.85      4.35       4.61
                               63       5.10       4.50       4.80     4.97      4.45       4.71
                               64       5.24       4.61       4.93     5.09      4.55       4.83
                               65       5.40       4.73       5.06     5.22      4.66       4.95
                               66       5.56       4.85       5.21     5.36      4.77       5.07
                               67       5.74       4.99       5.36     5.50      4.89       5.20
                               68       5.93       5.13       5.53     5.65      5.02       5.34
                               69       6.13       5.29       5.71     5.80      5.15       5.49
                               70       6.34       5.45       5.90     5.96      5.30       5.64
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                     Monthly Annuity Factor For Joint and Full Survivor
- ----------------------------------------------------------------------------------------------------------------------
       Age of
                                                  Age of Female Annuitant*
        Male
                      ------------------------------------------------------------------------------------------------
      Annuitant*           15 Years      12 Years     9 Years      6 Years       3 Years                     3 Years
                          Less than     Less Than    Less Than    Less Than     Less Than      Same As      More Than
                             Male         Male          Male         Male         Male          Male           Male
- ----------------------------------------------------------------------------------------------------------------------
      <S>                 <C>           <C>          <C>          <C>           <C>            <C>          <C>
         50                 $2.99        $3.05         $3.11        $3.18        $3.25         $3.32          $3.39
         55                  3.11         3.19          3.27         3.35         3.44          3.53           3.63
         60                  3.27         3.37          3.47         3.58         3.70          3.82           3.95
         65                  3.47         3.60          3.74         3.89         4.05          4.22           4.39
         70                  3.74         3.91          4.10         4.31         4.53          4.77           5.02
- ----------------------------------------------------------------------------------------------------------------------
                       Monthly Annuity Factor For Joint and Full Survivor with 10 Year Period Certain
- ----------------------------------------------------------------------------------------------------------------------
       Age of
                                                  Age of Female Annuitant*
        Male
                      ------------------------------------------------------------------------------------------------
      Annuitant*           15 Years      12 Years     9 Years      6 Years       3 Years                     3 Years
                          Less than     Less Than    Less Than    Less Than     Less Than      Same As      More Than
                             Male         Male          Male         Male         Male          Male           Male
- ----------------------------------------------------------------------------------------------------------------------
      <S>                 <C>           <C>          <C>          <C>           <C>            <C>          <C>
         50                 $2.99        $3.05         $3.11        $3.18        $3.24         $3.31          $3.38
         55                  3.11         3.19          3.27         3.35         3.44          3.53           3.63
         60                  3.27         3.37          3.47         3.58         3.70          3.82           3.95
         65                  3.47         3.60          3.74         3.89         4.05          4.22           4.39
         70                  3.74         3.91          4.10         4.30         4.52          4.76           4.99
- ----------------------------------------------------------------------------------------------------------------------
 *Age nearest birthday
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

The annual, semi-annual or quarterly Annuity Factor shall be the monthly Annuity
Factor shown multiplied by 11.80, 5.95 or 2.99 respectively.

- --------------------------------------------------------------------------------

Annuity Factors not shown in the above tables will be calculated on the same
basis as those shown and may be obtained from the Company.

RGMI 4 499
<PAGE>

                         SCHEDULE II - ANNUITY FACTORS

The amounts shown in these tables are the Annuity Factors for each $1,000 of the
Minimum Annuitization Value and assume a 5% Assumed Investment Return.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
- ---------------------------            -------------------------------------------------------------------------------
                                        Monthly Annuity Factor For    Monthly Annuity Factor For
                                       Life With No Period Certain    Life With 10 Years Certain
                            ------------------------------------------------------------------------------------------
                              Age      Male      Female     Unisex    Male     Female     Unisex
- ----------------------------------------------------------------------------------------------------------------------
                              <S>      <C>       <C>        <C>       <C>      <C>        <C>
                               50      $5.14      $4.83      $4.99    $5.09     $4.80      $4.95
                               51       5.20       4.87       5.04     5.15      4.85       5.00
                               52       5.27       4.92       5.10     5.21      4.89       5.05
                               53       5.34       4.98       5.16     5.27      4.94       5.11
                               54       5.41       5.03       5.22     5.34      4.99       5.17
                               55       5.49       5.09       5.29     5.41      5.05       5.23
                               56       5.57       5.15       5.36     5.48      5.11       5.30
                               57       5.66       5.22       5.44     5.56      5.17       5.37
                               58       5.75       5.29       5.52     5.65      5.24       5.45
                               59       5.85       5.37       5.61     5.74      5.31       5.53
                               60       5.96       5.45       5.71     5.83      5.38       5.61
                               61       6.08       5.53       5.81     5.93      5.46       5.70
                               62       6.20       5.63       5.92     6.04      5.55       5.80
                               63       6.34       5.73       6.04     6.15      5.64       5.90
                               64       6.48       5.83       6.16     6.27      5.73       6.01
                               65       6.64       5.95       6.30     6.39      5.84       6.12
                               66       6.81       6.07       6.44     6.52      5.94       6.24
                               67       6.99       6.21       6.60     6.66      6.06       6.37
                               68       7.18       6.35       6.77     6.80      6.18       6.50
                               69       7.39       6.51       6.95     6.94      6.31       6.64
                               70       7.61       6.68       7.14     7.09      6.45       6.78
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                     Monthly Annuity Factor For Joint and Full Survivor
- ----------------------------------------------------------------------------------------------------------------------
       Age of
                                                  Age of Female Annuitant*
        Male
                      ------------------------------------------------------------------------------------------------
      Annuitant*           15 Years      12 Years     9 Years      6 Years       3 Years                     3 Years
                          Less than     Less Than    Less Than    Less Than     Less Than      Same As      More Than
                             Male         Male          Male         Male         Male          Male           Male
- ----------------------------------------------------------------------------------------------------------------------
      <S>                 <C>           <C>          <C>          <C>           <C>            <C>          <C>
- ----------------------------------------------------------------------------------------------------------------------
         50                 $4.34        $4.38         $4.43        $4.48        $4.53         $4.59          $4.65
         55                  4.43         4.49          4.55         4.62         4.70          4.77           4.85
         60                  4.56         4.64          4.73         4.82         4.92          5.03           5.15
         65                  4.74         4.84          4.96         5.10         5.24          5.40           5.56
         70                  4.98         5.13          5.30         5.49         5.70          5.93           6.17
- ----------------------------------------------------------------------------------------------------------------------
                       Monthly Annuity Factor For Joint and Full Survivor with 10 Year Period Certain
- ----------------------------------------------------------------------------------------------------------------------
       Age of
                                                  Age of Female Annuitant*
        Male
                      ------------------------------------------------------------------------------------------------
      Annuitant*           15 Years      12 Years     9 Years      6 Years       3 Years                     3 Years
                          Less than     Less Than    Less Than    Less Than     Less Than      Same As      More Than
                             Male         Male          Male         Male         Male          Male           Male
- ----------------------------------------------------------------------------------------------------------------------
      <S>                 <C>           <C>          <C>          <C>           <C>            <C>          <C>
         50                 $4.34        $4.38         $4.43        $4.48        $4.53         $4.59          $4.65
         55                  4.43         4.49          4.55         4.62         4.70          4.77           4.85
         60                  4.56         4.64          4.72         4.82         4.92          5.03           5.14
         65                  4.73         4.84          4.96         5.09         5.24          5.39           5.55
         70                  4.97         5.12          5.29         5.48         5.69          5.91           6.14
- ----------------------------------------------------------------------------------------------------------------------
    *Age nearest birthday
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

The annual, semi-annual or quarterly Annuity Factor shall be the monthly Annuity
Factor shown multiplied by 11.70, 5.93 or 2.99 respectively.
- --------------------------------------------------------------------------------

Annuity Factors not shown in the above tables will be calculated on the same
basis as those shown and may be obtained from the Company.

RGMI 4 499
<PAGE>

                          PFL Life Insurance Company

   Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499

                        [LOGO OF PFL LIFE APPEARS HERE]

              Group Flexible Premium Variable Annuity Certificate
                  Income Payable At Annuity Commencement Date
          Benefits Based On The Performance Of The Separate Account
 Are Variable And Are Not Guaranteed As To Dollar Amount (See Sections 6 and
                                     10C.)
                              Non -Participating


                                     INDEX

<TABLE>
<CAPTION>
                                                 Page                                                      Page
<S>                                            <C>          <C>                                           <C>
Accumulation Units............................        7     Guaranteed Period............................      8
Adjusted Age (Settlement Options).............        7     Incontestability.............................     14
Age or Sex Corrections........................       14     Modification of Contract.....................     14
Annuity Commencement Date.....................       14     Nonparticipation.............................     14
Annuity Payments.............................. 11,11(A)     Nursing Care and Terminal Condition
Assignment....................................       15     Withdrawal Option............................   5(B)
Beneficiary...................................       15     Partial Withdrawals..........................   5, 6
Cash Value....................................     5, 6     Payee........................................  11(A)
Certificate Data Page.........................        3     Payment Option Tables........................ 12, 13
Death Proceeds................................   10, 11     Policy Value.................................      4
Definitions...................................        2     Premium Payments.............................      4
Dollar Cost Averaging.........................        9     Proof of Age.................................  11(A)
Excess Interest Adjustment....................        5     Protection of Proceeds.......................     15
Evidence of Survival..........................       14     Right to Cancel..............................      1
Fixed Account.................................        8     Separate Account.............................   6, 7
Guaranteed Return of Fixed Account                          Service Charge...............................      4
  Premium Payments............................        6     Settlement...................................     14
                                                            Surrender Charges............................      6
                                                            Transfers....................................      9
                                                            Unemployment Waiver..........................   5(B)
</TABLE>

Y560


<PAGE>

                                EXHIBIT (4)(C)
                                --------------

                               INDIVIDUAL POLICY
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]

                          ANNUITANT: JOHN DOE

                           OWNER(S): JOHN DOE

                      POLICY NUMBER: 07 - 0001234

                        POLICY DATE: May 1, 1999


<TABLE>
<S>                                          <C>
                 WE AGREE                    This policy may be applied for and
                                             issued to qualify as a tax-qualified
 .  To provide annuity payments as set        annuity under the applicable sections
   forth in Section 10 of this policy,       of the Internal Revenue Code.

 .  Or to pay withdrawal benefits in
   accordance with Section 5 of this
   policy,                                          20 DAY RIGHT TO CANCEL

                                             You may cancel this policy by delivering
 .  Or to pay death proceeds in               or mailing a written notice or sending a
   accordance with Section 9 of this         telegram to us. You must return the
   policy.                                   policy before midnight of the twentieth
                                             day after the day you receive it Notice
Withdrawals, transfers and amounts           given by mail and return of the policy
applied to a Payment Option may be           by mail are effective on being
subject to an Excess Interest Adjustment     postmarked, properly addressed and
in accordance with Sections 5, 8, and        postage prepaid.
10, respectively, of this policy.

                                             We will pay you an amount equal to the sum of:
These agreements are subject to the
provisions of this policy. This policy
is issued in consideration of the            . the premiums paid; and
application, or information provided in
lieu thereof, and payment of the initial     . the accumulated gains or losses, if any, in the
premium.                                       Separate Account on the date of cancellation;

                                             unless otherwise required by law.
</TABLE>

                       Signed for us at our home office.

           /s/ Craig D. Vermie                 /s/ William L. Busler
                 SECRETARY                           PRESIDENT

   This policy is a legal contract between the policyowner and the company.
                          READ YOUR POLICY CAREFULLY

                       Flexible Premium Variable Annuity
                  Income Payable At Annuity Commencement Date
           Benefits Based On The Performance Of The Separate Account
Are Variable And Are Not Guaranteed As To Dollar Amount (See Sections 6 and 10C)
                              Non-Participating

AV464 101 121 799
<PAGE>

                                   SECTION 1
                                  DEFINITIONS

<TABLE>
<S>                                            <C>
ADJUSTED POLICY VALUE - The Policy Value       retirement home, a rest home, a
increased or decreased by any Excess           community living center or a place
Interest Adjustment.                           mainly for the treatment of alcoholism,
                                               mental illness or drug abuse.
ANNUITANT - The person to whom annuity
payments will be made, unless another          NURSING CARE - Nursing care prescribed
payee is named.                                by a physician and performed or
                                               supervised by a registered graduate
ANNUITY COMMENCEMENT DATE - Date the           nurse. Such care includes nursing and
Annuitant will begin receiving payments        rehabilitation services available 24
from this policy, which may not be later       hours a day.
than the last day of the policy month
starting after the Annuitant attains age       PAYEE - The person to whom annuity
85, except as expressly allowed by us,         payments will be made.
but in no event later than the last day
of the month following the month in            PAYMENT OPTIONS - Options through which
which the Annuitant attains age 95.            the distribution of the Adjusted Policy
                                               Value can be directed.
CASH VALUE - Amount, defined in Section
5, that can be withdrawn if the annuity        PHYSICIAN - Doctor of Medicine or Doctor
is surrendered.                                of Osteopathy who is licensed as such
                                               and operating within the scope of the
CUSTODIAL CARE - Care designed                 license.
essentially to help a person with the
activities of daily living which does          POLICY ANNIVERSARY - The anniversary of
not require the continuous attention of        the Policy Date for each year the policy
trained medical or paramedical                 remains in force.
personnel.
                                               POLICY DATE - The date shown on page 3
DISTRIBUTION - A withdrawal or                 of this policy and the date on which
disbursement of funds from the Policy          this policy becomes effective.
Value or Cash Value.
                                               POLICY YEAR - The 12 month periods
HOSPITAL - An institution which 1) is          following the Policy Date shown on the
operated pursuant to the laws of the           Policy Data page. The first Policy Year
jurisdiction in which it is located, 2)        starts on the Policy Date. Each
operates primarily for the care and            subsequent year starts on the
treatment of sick and injured persons on       anniversary of the Policy Date.
an inpatient basis, 3) provides 24-hour
a day nursing service by or under the          SEPARATE ACCOUNT - The separate
supervision of registered graduate             investment account established by us, as
professional nurses, 4) is supervised by       described in Section 6.
a staff of one or more licensed
physicians, and 5) has medical, surgical       SUBACCOUNT - A division of the Separate
and diagnostic facilities or access to         Account, as described in Section 6.
such facilities.

INVESTMENT OPTIONS                             SURRENDER - A partial or full withdrawal
                                               of funds from the Policy Value or Cash
Any of the Guaranteed Period Options of        Value.
the Fixed Account, the Dollar Cost
Averaging Fixed Account Option, and any        TERMINAL CONDITION - A condition
of the Subaccounts of the Separate             resulting from an accident or illness
Account.                                       which, as determined by a physician, has
                                               reduced life expectancy to not more than
NURSING FACILITY - A facility which 1)         12 months, despite appropriate medical
is operated pursuant to the laws of the        care.
jurisdiction in which it is located, 2)
provides Nursing Care or Custodial Care,       WITHDRAWAL - A distribution of funds
3) primarily provides nursing care under       from the Policy Value or Cash Value.
the direction of a licensed physician,
registered graduate professional nurse,        YOU, YOUR - The owner of this policy.
or licensed vocational nurse, except           Unless otherwise specified on the Policy
when receiving custodial care, and 4),         Data page, the Annuitant and the owner
is not other than incidentally a               shall be one and the same person.
hospital, a home for the aged, a
</TABLE>

AVB464

                                    PAGE 2
<PAGE>

                            SECTION 2 - POLICY DATA

POLICY NUMBER:     07 - 001234          ANNUITANT:  JOHN DOE

INITIAL PREMIUM
PAYMENT:           $ 5,000.00       ISSUE AGE/SEX:  35 / MALE

POLICY DATE        May 1, 1999           OWNER(S):  JOHN DOE

ANNUITY
COMMENCEMENT                          BENEFICIARY:  JANE DOE
DATE:              March 10, 2049

Premium Enhancement Percentage on Initial Premium Payment:           5%

Fixed Account Guaranteed Minimum Effective Annual Interest Rate:     3%

Before the Annuity Commencement Date:

   Mortality and Expense Risk Fee and Administrative Charge:      1.75%

After the Annuity Commencement Date:

   Mortality and Expense Risk Fee and Administrative Charge:      1.55%

AV464 101 121 799 SP

                                    Page 3
<PAGE>

                         SECTION 3 - PREMIUM PAYMENTS

<TABLE>
<S>                                                 <C>
PAYMENT OF PREMIUMS
                                                    premium payments which we will accept
Premium payments may be made any time               without prior Company approval is
while this policy is in force before the            $1,000,000.
Annuity Commencement Date. You may start
or stop, increase or decrease, or skip              PREMIUM PAYMENT DATE
any premium payments.
                                                    The premium payment date is the date on
PREMIUM ENHANCEMENT                                 which the premium payment is credited to
                                                    the policy. The initial premium payment
When a Premium Payment is paid, a                   less any applicable premium taxes will
Premium Enhancement Percentage will be              be credited to the policy within two
applied to that Premium Payment and the             business days of receipt of the premium
resulting amount will be added to the               payment and the information needed.
Policy Value. The amount of the Premium             Subsequent additional premium payments
Enhancement is not considered a Premium             will be credited to the policy as of the
Payment. The Premium Enhancement                    business day when the premium payment
Percentage may vary from premium to                 and required information are received. A
premium on subsequent Premium Payments              business day is any day on which the New
and will vary based on Your attained age            York Stock Exchange is open for trading.
at the time a Premium Payment is made,
but will never be less than 0.25% nor               ALLOCATION OF PREMIUM PAYMENTS
more than 7%. The Premium Enhancement
Percentage applicable at attained ages              Premium payments may be applied to
below age 70 will always be at least as             various Investment Options which we make
great as the corresponding percentage               available. You must indicate what
applicable at attained ages 70 and                  percent of each premium payment to
above. The Premium Enhancement                      allocate to various Investment Options.
Percentage applicable to the Initial                Each percent may be either zero or any
Premium Payment is set forth on the                 whole number, however, the allocation
Policy Data page. We will advise You of             among all accounts must total 100%.
the amount of the Premium Enhancement
applicable to each subsequent Premium               CHANGE OF ALLOCATION
Payment in a confirmation that We will
send to You. Premium Enhancements will              You may change the allocation of premium
be applied using the same allocation as             payments to various Investment Options.
on the corresponding Premium Payment. No            You must tell us in a notice you sign
Premium Enhancement will apply if the               which gives us the facts that we need.
Policy is cancelled pursuant to the                 Premium payments received after the date
Right to Cancel provision.                          on which we receive your notice will be
                                                    applied on the basis of the new
MAXIMUM AND MINIMUM PREMIUM PAYMENT                 allocation.

The premium payments may not be more                PREMIUM TAXES
than the amount permitted by law if this
is a tax-qualified annuity. The' minimum            Your state may impose a premium tax. It
initial premium payment is $5,000. If               may be imposed either when a premium
this policy is being used as a tax-                 payment is made, on the Annuity
qualified annuity, the minimum initial              Commencement Date, on the date of death,
premium is $2,000, except that no                   or on the date of full surrender. When
minimum initial premium payment will be             permitted by state law, we will not
required for 403(b) annuities. The                  deduct the tax until the Annuity
minimum subsequent premium payment we               Commencement Date, date of death, or
will accept is $50. The maximum total               date of full surrender.
</TABLE>

                           SECTION 4 - POLICY VALUE

<TABLE>
<S>                                                 <C>
POLICY VALUE
                                                    Commencement Date to provide
On or before the Annuity Commencement               lifetime income or income for a period
Date, the Policy Value is equal to Your:            of no less than 60 months under the
(a)  premium payments; plus                         Payment Options in Section 10.
     corresponding Premium Enhancements;
     minus                                          SERVICE CHARGE
(b)  Gross Partial Withdrawals (as
     defined in Section 5); plus                    On each Policy Anniversary and at the
(c)  interest credited to the Fixed                 time of surrender during any Policy Year
     Account (see Section 7); plus                  before the Annuity Commencement Date, we
(d)  accumulated gains in the Separate              reserve the right to charge up to $40
     Account (see Section 6); minus                 for policy administration expenses. The
(e)  accumulated losses in the Separate             Service Charge will be deducted from
     Account (see Section 6); minus                 each Investment Option in proportion to
(f)  service charges, premium taxes and             the portion of Policy Value (prior to
     transfer fees, if any.                         such charge) in each Investment Option.
                                                    In no event will the Service Charge
ADJUSTED POLICY VALUE                               exceed 2% of the Policy Value on the
                                                    Policy Anniversary or at the time of
The Adjusted Policy Value is the Policy             surrender.
Value increased or decreased by any
Excess Interest Adjustment.                         The Service Charge will not be deducted
                                                    on a Policy Anniversary or at the time
You may use the Adjusted Policy Value on            of surrender if, at either of these
the Annuity                                         times, (1) the sum of all premium
                                                    payments less the sum of all withdrawals
                                                    taken is at least $100,000; or (2) the
                                                    Policy Value equals or exceeds $
                                                    100,000.
</TABLE>

M1038

                                    PAGE 4
<PAGE>

                SECTION 5 - CASH VALUE AND PARTIAL WITHDRAWALS

<TABLE>
<S>                                              <C>
CASH VALUE
                                                 6)  If interest rates have increased
On or before the Annuity Commencement                from the time the affected
Date, the Cash Value is equal to the                 Guaranteed Period(s) started until
Adjusted Policy Value less any Surrender             the time the transaction occurs, the
Charges. Information on the current                  Excess Interest Adjustment will
amount of Your policy's Cash Value is                result in a decrease in the funds
available upon request The Cash Value                available to You
may be partially withdrawn or will be            7)  Certain amounts are not subject to
paid in the event of a full surrender of             the Excess Interest Adjustment as
the policy. We must receive your written             provided in Sections 5, 7 and 8.
partial withdrawal or surrender request
before the Annuity Commencement Date.            The formula for determining the amount
                                                 of the Excess Interest Adjustment is as
There is no Cash Value once an Annuity           follows:
Payment Option has been selected.
                                                 Excess Interest Adjustment = S x (G-C) x
EXCESS INTEREST ADJUSTMENT                       (M/12)

Full Surrenders, Partial Withdrawals,            Where: S is the gross (that is, before
transfers, and amounts applied to a                       surrender charges and premium
Payment Option from the Fixed Account                     taxes, if any) amount being
Guaranteed Period Options described in                    surrendered, partially
Section 7 will be subject to an Excess                    withdrawn, transferred, or
Interest Adjustment except as provided                    applied to a Payment Option
for in the Partial Withdrawals provision                  that is subject to the Excess
below.                                                    Interest Adjustment.
                                                        G is the guaranteed interest rate
An Excess Interest Adjustment applies in                  for the Guaranteed Period
the following situations:                                 applicable to S.
1)  When you withdraw all or any portion                M is the number of months
    of your Cash Value,                                   remaining in the Guaranteed
2)  When you exercise Annuity Payment                     Period for S. rounded up to the
    Options,                                              next higher whole number of
3)  When death proceeds are calculated.                   months.
    However, death proceeds will not be                 C is the current guaranteed
    reduced if the Excess Interest                        interest rate then being
    Adjustment is negative.                               offered on new Premium Payments
                                                          for the next longer Guaranteed
The Excess Interest Adjustment is only                    Period than "M". If this
applied to transactions affecting the                     Certificate form or such a
Guaranteed Period Options of the Fixed                    Guaranteed Period Option is no
Account (see Section 7) and is based on                   longer offered, "C" will be the
any change in interest rates from the                     U.S. Treasury rate for the next
time the affected Guaranteed Period(s)                    longer maturity (in whole
started until the time the Excess                         years) than "M" on the 25th day
Interest Adjustment occurs. The Excess                    of the previous calendar month,
Interest Adjustment is applied as                         plus up to 2%.
follows:
                                                 Upon full surrender, the Excess Interest
1)  The Excess Interest Adjustment is            Adjustment (EIA) for each Guaranteed
    only applied when the transactions           Period Option will not reduce the
    occur prior to the end of any                Adjusted Policy Value for that
    Guaranteed Period Option;                    Guaranteed Period Option below the
2)  Transfers to the Guaranteed Period           amount paid into, less any prior
    Options of the Fixed Account are             withdrawals and transfers from, that
    considered Premium Payments for              Guaranteed Period Option, plus interest
    purposes of determining the Excess           at the 3% guaranteed effective annual
    Interest Adjustment;                         interest rate.
3)  The Excess Interest Adjustment is
    distinct from, and is applied prior          PARTIAL WITHDRAWALS
    to, the Surrender Charge;
4)  The Excess Interest Adjustment may           We will pay you a portion of the Cash
    affect the death proceeds defined in         Value as a Partial Withdrawal provided
    Section 9;                                   we receive your written request while
5)  If interest rates have decreased             the policy is in effect and before the
    from the time the affected                   Annuity Commencement Date. When you
    Guaranteed Period(s) started until           request a Partial Withdrawal you must
    the time the transaction occurs, the         tell us how it is to be allocated from
    Excess Interest Adjustment will              among the Investment Options. If your
    result in additional funds available         request for a Partial Withdrawal from
    to You;                                      any Investment Option is less than or
                                                 equal to the Cash Value in that option,
                                                 we will pay the amount of your request
                                                 However, if your request for a Partial
                                                 Withdrawal from any Investment Option is
                                                 greater than the Cash Value in that
                                                 option, we will pay you the Cash Value
                                                 of that Investment Option.
</TABLE>

U1038

                                    PAGE 5
<PAGE>

            SECTION 5 - CASH VALUES AND PARTIAL WITHDRAWALS - CONT

<TABLE>
<S>                                                  <C>
                                                     LUMP SUM
The Gross Partial Withdrawal is the
total amount which will be deducted from               Beginning in the second Policy Year,
Your Policy Value as a result of each                  amounts ($500, minimum) up to 10% of
Partial Withdrawal. The Gross Partial                  the cumulative premium payments
Withdrawal may be more or less than Your               immediately prior to the Partial
requested Partial Withdrawal amount,                   Withdrawal are available as Lump Sum
depending on whether Surrender Charges                 distributions in one or more
and/or Excess Interest Adjustments apply               withdrawals during a Policy Year with
at the time You request the Partial                    no Surrender Charges and no Excess
Withdrawal.                                            Interest Adjustment.

The Excess Partial Withdrawal amount is              SYSTEMATIC PAYOUT OPTION
the portion of the requested Partial
Withdrawal that is subject to Surrender                Beginning in the first Policy Year, a
Charge (that is, the portion which is in               Systematic Payout Option (SPO) is
excess of the Surrender Charge-free                    available on a monthly, quarterly,
portion). For example, if the requested                semi-annual or annual basis. SPO
withdrawal amount is $1,000, and the                   payouts must be at least $50 and may
Surrender Charge-free amount is $200,                  not exceed 10% of the cumulative
then the Excess Partial Withdrawal would               premium payments at the time a SPO
be $800. Excess Partial Withdrawals will               payout is made divided by the number
reduce the Policy Value by an amount                   of payouts made per year (e.g. 12 for
equal to (X-Y+Z} where:                                monthly). No Surrender Charges or
                                                       Excess Interest Adjustment will apply
X = Excess Partial Withdrawal                          to the SPO payout Monthly and
A = Amount of Partial Withdrawal subject               quarterly payouts must be sent through
    to Excess Interest Adjustment                      electronic funds transfer directly to
Y = Excess Interest Adjustment = (A) x                 Your checking or savings account You
    (G-C) x (M/12) where G, C and M are                may start or stop SPO payouts at any
    defined in the Excess Interest                     time; however, 30 days written notice
    Adjustment provision above, with "A"               is required to stop SPO payouts. Once
    substituted for "S" in the                         stopped, You must wait until the first
    definitions of G and M.                            day of the next Policy Year to begin a
Z = Surrender Charge on X minus Y.                     new SPO.

The formula for determining the Gross                  Once You have elected a SPO, You must
Partial Withdrawal is as follows:                      wait a minimum time before the first
                                                       SPO payment one month for a monthly
Gross Partial Withdrawal = R - E + SC                  SPO, three months for quarterly, six
                                                       months for semi-annual, or twelve
where: R    is the requested Partial                   months for annual.
            Withdrawal;
       E    is the Excess Interest                   MINIMUM REQUIRED DISTRIBUTION
            Adjustment; and
       SC   is the Surrender Charge on                 For tax-qualified plans, Partial
            (EPW - E); where                           Withdrawals taken to satisfy minimum
       EPW  is the Excess Partial                      distribution requirements under
            Withdrawal amount                          Section 401(a)(9) of the Internal
                                                       Revenue Code (IRC) are available with
If any Partial Withdrawal reduces the                  no Surrender Charges and no Excess
Cash Value below $500, we reserve the                  Interest Adjustments. The amount
right to pay the full Cash Value and                   available from this policy with
terminate the policy.                                  respect to the minimum distribution
                                                       requirement is based solely on this
We may delay payment of the Cash Value                 policy.
from the Fixed Account for up to 6
months after we receive the request If                 The Owner must be at least 70 1/2
the Owner dies after we receive the                    years old in the calendar year of
request, but before the request is                     distribution, must submit a written
processed, the request will be processed               request to us and must take the
before the death proceeds are                          distribution before year end. If the
determined.                                            Owner attains age 70 1/2 in the
                                                       calendar year of distribution, a
Each Partial Withdrawal consists of a                  written request which is postmarked no
portion that is subject to Surrender                   later than the end of the current
Charge (that is, the Excess Partial                    calendar year must be submitted to us.
Withdrawal) and a remaining portion that
is free from Surrender Charge (that is,                Systematic minimum distributions must
the Surrender Charge-free amount).                     be at least $50. or a lump sum
Either portion may be zero (0) depending               distribution is available if minimum
on the Partial Withdrawal requested and                required distributions are less than
prior amounts withdrawn.                               $50.

Partial Withdrawals may be made free                   Any amount requested in excess of the
from Surrender Charges and free from                   IRC minimum required distribution will
Excess Interest Adjustments as follows:                have the appropriate Surrender Charges
                                                       and Excess Interest Adjustments
                                                       applied, unless the excess
                                                       distribution qualifies as Surrender
                                                       Charge- free or Excess Interest
                                                       Adjustment-free under any additional
                                                       options provided.
</TABLE>

P1038

                                    PAGE 6
<PAGE>

             SECTION 5 - CASH VALUE AND PARTIAL WITHDRAWALS - CONT

<TABLE>
<S>                                              <C>
NURSING CARE AND TERMINAL CONDITION               letter from the applicable State's
WITHDRAWAL OPTION                                 Department of Labor which verifies that
                                                  You qualify for and are receiving
 Beginning in the first Policy Year, if           unemployment benefits at the time of
 the Owner or Owner's spouse (annuitant           withdrawal. The determination letter
 or annuitant's spouse if the Owner is            must be received by us no later than 15
 not a natural person) has been 1)                days following the date of the
 confined in a Hospital or Nursing                withdrawal request.
 Facility for 30 consecutive days or 2)
 diagnosed as having a Terminal                  SURRENDER CHARGES
 Condition, you may elect to withdraw
 all or a portion of the Policy Value            Amounts withdrawn in excess of the
 without Surrender Charges and without           Surrender Charge free withdrawal
 Excess Interest Adjustment The minimum          provisions above are subject to a
 withdrawal under this option is $1000.          Surrender Charge. The amount of this
                                                 charge, if any, will be a percentage, as
 For Nursing Care, we must receive each          shown in the table below, of the amount
 withdrawal request and proof of                 of premium withdrawn:
 eligibility with each request no later
 than 90 days following the date that               Number of Years         Percentage
 confinement has ceased, unless it can              Since Premium       of Premium Withdrawn
 be shown that it was not reasonably                Payment Date
 possible to provide the notice and
 proof within the above time period and                 0 - 1                  8%
 that the notice and proof were given as                1 - 2                  8%
 soon as reasonably possible. However,                  2 - 3                  8%
 in no event, except the absence of                     3 - 4                  7%
 legal capacity shall the notice and                    4 - 5                  6%
 proof be provided later than one year                  5 - 6                  5%
 following the date that confinement has                6 - 7                  4%
 ceased. For a Terminal Condition, we                   7 - 8                  3%
 must receive each withdrawal request                   8 - 9                  2%
 and the applicable proof of eligibility                9 and thereafter       0%
 no later than one year following
 diagnosis of the Terminal Condition.
 Proof of a Terminal Condition is                For Surrender Charge purposes, the
 required only with the initial                  oldest premium payment is considered to
 withdrawal request and must be                  be withdrawn first If the amount
 furnished by the Annuitant's,                   withdrawn exceeds this, the next oldest
 Annuitant's spouse's, Owner's, or               premium payment is considered to be
 Owner's spouse's physician. Proof of            withdrawn, and so on until the most
 confinement may be a physician's                recent premium payment is considered to
 statement or a statement from a                 be withdrawn. Premium payments are
 hospital or nursing facility                    deemed to be withdrawn before earnings.
 administrator.
                                                 After all premium payments are
UNEMPLOYMENT WAIVER                              considered to be withdrawn, the
                                                 remaining Adjusted Policy Value may be
 Beginning in the first Policy Year, You         withdrawn free of any Surrender Charge.
 may withdraw all or a portion of the
 Policy Value free of Surrender Charges          GUARANTEED RETURN OF FIXED ACCOUNT
 and free of any Excess Interest                 PREMIUM PAYMENTS
 Adjustment if the Owner or Owner's
 spouse (annuitant or annuitant's                Upon full surrender of the policy, You
 spouse, if the Owner is not a natural           will always receive at least the premium
 person) becomes unemployed. In order to         payments made to, less prior withdrawals
 qualify, You 1) must have been employed         and transfers from, the Fixed Account.
 full time for at least two years prior
 to Your becoming unemployed, 2) must            MINIMUM VALUES
 have been employed full time on Your
 Policy Date, 3) must have been                  Benefits available under this policy are
 unemployed for at least 60 consecutive          not less than those required by any
 days at the time of withdrawal and 4)           statute of the state in which the policy
 must have a minimum Cash Value at the           is delivered.
 time of withdrawal of $5000. Proof of
 unemployment will consist of providing
 us with a determination
</TABLE>

PB1038

                                    PAGE 7
<PAGE>

                         SECTION 6 - SEPARATE ACCOUNT

<TABLE>
<S>                                                 <C>
SEPARATE ACCOUNT
                                                    We will determine the fair market value
We have established and will maintain a             of the assets of the Separate Account in
Separate Account, under the laws of the             accordance with a method of valuation
state of Iowa Any realized or unrealized            which we establish in good faith.
income, net gains and losses from the               Valuation Period means the period of
assets of the Separate Account are                  time from one determination of the value
credited to or charged against it                   of each Subaccount to the next Such
without regard to our other income,                 determinations are made when the value
gains or losses. Assets are put in the              of the assets and liabilities of each
Separate Account for this policy, as                Subaccount is calculated. This is
well as for other variable annuity                  generally the close of business on each
policies. Any Separate Account may                  day on which the New York Stock Exchange
invest assets in shares of one or more              is open.
mutual fund portfolios, or in the case
of a managed Separate Account, direct               We also reserve the right to transfer
investments in stocks or other                      assets of the Separate Account, which we
securities as permitted by law. Fund                determine to be associated with the
Shares refer to shares of underlying                class of policies to which this policy
mutual funds or prorate ownership of the            belongs, to another separate account If
assets held in a Subaccount of a managed            this type of transfer is made, the term
Separate Account Fund shares are                    "Separate Account", as used in the
purchased, redeemed and valued on behalf            policy, shall then mean the separate
of the Separate Account.                            account to which the assets were
                                                    transferred.
The Separate Account is divided into
Subaccounts. Each Subaccount invests                We also reserve the right, when
exclusively in shares of one of the                 permitted by law to:
portfolios of an underlying mutual fund.            (a)  deregister the Separate Account
We reserve the right to add or remove                    under the Investment Company Act of
any Subaccount of the Separate Account.                  1940;
                                                    (b)  manage the Separate Account under
The assets of the Separate Account are                   the direction of a committee at any
our property. These assets will equal or                 time;
exceed the reserves and other contract              (c)  restrict or eliminate any voting
liabilities of the Separate Account                      rights of Policy Owners or other
These assets will not be chargeable with                 persons who have voting rights as
liabilities arising out of any other                     to the Separate Account; and
business we conduct We reserve the                  (d)  combine the Separate Account with
right, subject to regulations governing                  one or more other separate
the Separate Account, to transfer assets                 accounts;
of a Subaccount, in excess of the                   (e)  create new Separate Accounts;
reserves and other contract liabilities             (f)  add new Subaccounts to or remove
with respect to that Subaccount, to                      existing Subaccounts from the
another Subaccount or to our General                     Separate Account, or combine
Account.                                                 Subaccounts;
                                                    (g)  add new underlying mutual funds,
                                                         remove existing mutual funds, or
                                                         substitute a new fund for an
                                                         existing fund.
</TABLE>

V1078

                                    PAGE 8
<PAGE>

                      SECTION 6 - SEPARATE ACCOUNT - CONT

<TABLE>
<S>                                                <C>
The Net Asset Value of a fund share is             accumulation units purchased in a
the per-share value calculated by the              Subaccount will be determined by
mutual fund or, in the case of a managed           dividing the amount allocated to or
Separate Account, by the Company. The              transferred to that Subaccount, by the
Net Asset Value is computed by adding              value of an accumulation unit for that
the value of the Subaccount's                      Subaccount on the premium payment or
investments, cash and other assets,                transfer date.
subtracting its liabilities, and then
dividing by the number of shares                   The number of accumulation units
outstanding. Net Asset Values of fund              withdrawn or transferred from the
shares reflect investment advisory fees            Subaccounts will be determined by
and other expenses incurred in managing            dividing the amount withdrawn or
a mutual fund or a managed Separate                transferred by the value of an
Account.                                           accumulation unit for that Subaccount on
                                                   the withdrawal or transfer date.
CHANGE IN INVESTMENT OBJECTIVE OR POLICY
OF A MUTUAL FUND                                   The value of an accumulation unit on any
                                                   business day is determined by
If required by law or regulation, an               multiplying the value of that unit at
investment policy of the Separate                  the end of the immediately preceding
Account will only be changed if approved           valuation period by the net investment
by the appropriate insurance official of           factor for the valuation period.
the state of lowa or deemed approved in
accordance with such law or regulation.            The net investment factor used to
If so required, the process for                    calculate the value of an accumulation
obtaining such approval is filed with              unit in each Subaccount for the
the insurance official of the state or             Valuation Period is determined by
district in which this policy is                   dividing (a) by (b) and subtracting (c)
delivered.                                         from the result, where:

CHARGES AND DEDUCTIONS                             (a) is the result of:
                                                       (1) the net asset value of a fund
The Mortality and Expense Risk Fee and                     share held in that Subaccount
the Administrative Charge are each                         determined as of the end of the
deducted both before and after the                         current valuation period; plus
Annuity Commencement Date to compensate                (2) the per share amount of any
for changes in mortality and expenses                      dividend or capital gain
not anticipated by the mortality and                       distributions made by the fund
administration charges guaranteed in the                   for shares held in that
policy.                                                    Subaccount if the ax-dividend
                                                           date occurs during the valuation
The Service Charge is deducted prior to                    period; plus or minus
the Annuity Commencement Date only.                    (3) a per share credit or charge for
                                                           any taxes reserved for, which we
If the Mortality and Expense Risk Fee is                   determine to have resulted from
more than sufficient, the Company will                     the investment operations of
retain the balance as profit or reduce                     that Subaccount.
this fee in the future.                            (b) is the net asset value of a fund
                                                       share held in that Subaccount
ACCUMULATION UNITS                                     determined as of the end of the
                                                       immediately preceding valuation
The Policy Value in the Separate Account               period.
before the Annuity Commencement Date is            (c) is a factor representing the
represented by accumulation units. The                 Mortality and Expense Risk Fee and
dollar value of accumulation units for                 Administrative Charge before the
each Subaccount will change from day to                Annuity Commencement Date. This
day reflecting the investment experience               factor is less than or equal to, on
of the Subaccount.                                     an annual basis, the percentage
                                                       shown on page 3 of the daily net
Premium payments and Premium                           asset value of a fund share held in
Enhancements allocated to and any                      that Subaccount.
amounts transferred to the Subaccounts
will be applied to provide accumulation            Since the net investment factor may be
units in those Subaccounts. The number             greater or less than one, the
of                                                 accumulation unit value may increase or
                                                   decrease.
</TABLE>

VB1078

                                    PAGE 9
<PAGE>

                           SECTION 7 - FIXED ACCOUNT

<TABLE>
<S>                                             <C>
FIXED ACCOUNT                                   We reserve the right for new premium
                                                payments, transfers, or rollovers to
Premium payments and Premium                    offer or not to offer any GPO, except
Enhancements applied to and any amounts         that we will always offer at least a one
transferred to the Fixed Account will           year GPO.
reflect a fixed interest rate. The
interest rates we set will be credited          For purposes of crediting interest when
for increments of at least one year             funds are withdrawn from or transferred
measured from each premium payment or           into a GPO, the amount of the oldest
transfer date. These rates will never be        premium payment or rollover into that
less than an effective annual interest          GPO is considered to be withdrawn first
rate of 3%.                                     If the amount withdrawn exceeds this
                                                amount, the next oldest premium payment
GUARANTEED PERIODS                              or rollover is considered to be
                                                withdrawn next, and so on until the most
We may offer optional Guaranteed Period         recent premium payment or rollover is
Options, into which premium payments may        considered to be withdrawn (this is a
be paid or amounts transferred The              "First-In, First-Out" or FIFO
current interest rate we set for funds          procedure). Premium payment(s) or
entering each Guaranteed Period Option          rollover(s) are deemed to be withdrawn
(GPO) is guaranteed until the end of            first, then credited interest.
that option's Guaranteed Period. At that
time, the premium payment made or amount        Partial withdrawals, Surrenders,
transferred into the GPO, less any              transfers, and amounts applied to a
withdrawals or transfers from that GPO,         Payment Option from the Guarantee Period
plus Premium Enhancement, plus accrued          Option(s) are subject to an Excess
interest, will be rolled into a new GPO         Interest Adjustment as described in
or may be transferred to any                    Section 5.
Subaccount(s) within the Separate
Account(s).                                     DOLLAR COST AVERAGING FIXED ACCOUNT
                                                OPTION
You may choose the Investment Option(s)
You want the funds roiled into by giving        We may offer a Dollar Cost Averaging
us a written notice within 30 days              (DCA) Fixed Account Option separate from
before the end of the expiring option's         the Guaranteed Period Options. This
Guaranteed Period. However, any                 option will have a one year interest
Guaranteed Period elected may not extend        rate guarantee. The current interest
beyond the maximum Annuity Commencement         rate we set for the DCA Fixed Account
Date defined in Section 11. In the              may differ from the rates credited on
absence of such election, the funds will        the one year GPO in the Fixed Account In
be rolled into a new GPO which is the           addition, the current interest rate we
same as the expiring GPO unless that GPO        credit may vary on different portions of
is no longer offered, in which case, the        the DCA Fixed Account The credited
next shorter GPO offered will be used           interest rate will never be less than
You will be mailed a notice of                  the minimum effective annual interest
completion of the rollover with the new         rate of 3%. The DCA Fixed Account Option
interest rate applicable. The new GPO           will only be available under a Dollar
will be deemed as accepted if we do not         Cost Averaging program as described in
receive a written rejection within 30           Section 8.
days from the postmark date of the
completion notice.
</TABLE>

                             SECTION 8 - TRANSFERS

<TABLE>
<S>                                             <C>
A. TRANSFERS BEFORE THE ANNUITY                 Policy Value transfers at the end of a
   COMMENCEMENT DATE                            Guaranteed Period.

Prior to the Annuity Commencement Date,         Transfers of interest credited in the
you may transfer the value of the               GPOs to other Investment Options are
accumulation units from one Investment          allowed on a "First-In, First-Out"
Option to another. You must sign a              basis. Such transfers may be made
notice to transfer which gives us the           monthly, quarterly, semi-annually, or
facts that we need.                             annually. Each such transfer must be at
                                                least $50. and will not be subject to an
Transfers of Policy Value from the              Excess Interest Adjustment.
Guaranteed Period Options (GPO) of the
Fixed Account prior to the end of that          Transfers of Policy Value from the
GPO are subject to an Excess Interest           Separate Account are subject to a
Adjustment. If the Excess Interest              minimum of $500, or the entire
Adjustment at the time of such Policy           Subaccount Policy Value, if less.
Value transfer is a negative adjustment,        However, if the remaining Subaccount
then the maximum Policy Value transfer          Policy Value is less than $500, we
is 25% of that GPO's Policy Value, less         reserve the right to include that amount
Policy Values previously transferred out        as part of the transfer.
of that GPO during the current Policy
Year. If the Excess Interest Adjustment         You may choose which GPO to transfer to
at the time of such Policy Value                or from, however, any GPO elected may
transfer is a positive adjustment, no           not extend beyond the maximum Annuity
maximum will apply to such Policy Values        Commencement Date defined in Section 11.
transferred from the GPO. No Excess
Interest Adjustment will apply to
</TABLE>

L916

                                    PAGE 10
<PAGE>

                         SECTION 8 - TRANSFERS - CONT

<TABLE>
<S>                                             <C>
No transfers will be allowed out of the         result in higher Policy Values or will
Dollar Cost Averaging Fixed Account             otherwise be successful.
Option except through the Dollar Cost
Averaging Option.                               The Dollar Cost Averaging may be
                                                discontinued after satisfying the
We reserve the right to limit transfers         minimum number of required transfers by
to no more than 12 in any one                   sending written notice to us. While
Certificate Year. Any transfers in              Dollar Cost Averaging is in effect,
excess of 12 per Certificate Year may be        Asset Rebalancing is not available.
charged a $10 per transfer fee.
Transfers among multiple Investment             ASSET REBALANCING
Options will be treated as one transfer
in determining the number of transfers          Prior to the Annuity Commencement Date,
that have occurred. We also reserve the         you may instruct us to automatically
right to prohibit transfers to the Fixed        transfer amounts among the Subaccounts
Account if we are crediting an effective        of the Separate Account on a regular
annual interest rate of 3%.                     basis to maintain a desired allocation
                                                of the Policy Value among the various
DOLLAR COST AVERAGING OPTION                    Subaccounts offered. Rebalancing will
                                                occur on a monthly, quarterly, semi-
Prior to the Annuity Commencement Date,         annual or annual basis, beginning on a
you may instruct us to automatically            date selected. You must select the
transfer a specified amount from the            percentage of the Policy Value desired
Money Market Subaccount, the Dollar Cost        in each of the various Subaccounts
Averaging (DCA) Fixed Account Option, or        offered (totaling 100%). Any amounts in
the U.S. Government Securities                  the Fixed Account are ignored for the
Subaccount to any other Subaccount(s) of        purposes of asset rebalancing.
the Separate Account The automatic              Rebalancing can be started, stopped or
transfers can occur monthly or                  changed at any time. Asset Rebalancing
quarterly. If the Dollar Cost Averaging         is not available while Dollar Cost
request is received prior to the 28th           Averaging is in effect Rebalancing will
day of any month, the first transfer            cease as soon as we receive a request
will occur on the 28th day of that              for any other transfer.
month. If the Dollar Cost Averaging
request is received on or after the 28th        B. TRANSFERS AFTER THE ANNUITY
day of any month, the first transfer               COMMENCEMENT DATE
will occur on the 28th day of the
following month.                                After the Annuity Commencement Date, you
                                                may transfer the value of the variable
Prior to the Annuity Commencement Date,         annuity units from one Subaccount to
no transfers, (except through Dollar            another within the Separate Account or
Cost Averaging) will be allowed from a          to the Fixed Account. If you want to
DCA Fixed Account Transfers will                transfer the value of the variable
continue until the elected Subaccount or        annuity units, you must tell us in a
DCA Fixed Account value is depleted. The        signed notice which gives us the facts
amount transferred each time must be at         that we need. We reserve the right to
least $500. All transfers from the DCA          limit transfers between the Subaccounts
account will be the same amount as the          or to the Fixed Accounts to once per
initial transfer. Changes to the amount         Policy Year.
transferred will only be allowed when
additional premium is allocated or a new        The minimum amount which may be
amount is transferred into the DCA              transferred is the lesser of $10 monthly
Account Changes to the Subaccounts to           income or the entire monthly income of
which these transfers are allocated are         the variable annuity units in the
not restricted. Transfers must be               Subaccount from which the transfer is
scheduled for at least 6 but not more           being made. If the monthly income of the
than 24 months or for at least 4 but not        remaining units in a Subaccount is less
more than 8 quarters each time the              than $ 10, we have the right to include
Dollar Cost Averaging program is started        the value of those variable annuity
or restarted following termination of           units as part of the transfer.
the program for any reason.
                                                After the Annuity Commencement Date, no
Dollar Cost Averaging results in the            transfers may be made from the Fixed
purchase of more accumulation units when        Account to any other Investment Options.
the value of the accumulation unit is
low, and fewer accumulation units when
the value of the accumulation unit is
high. However, there is no guarantee
that the Dollar Cost Averaging program
will
</TABLE>

LB916

                                    PAGE 11
<PAGE>

                          SECTION 9 - DEATH PROCEEDS

<TABLE>
<S>                                                  <C>
A. DEATH PROCEEDS PRIOR TO ANNUITY                   Adjustment Factor. The Adjustment Factor
   COMMENCEMENT DATE                                 is equal to the amount of the death
                                                     proceeds prior to the Partial Withdrawal
The amount of death proceeds will be the             divided by the Policy Value prior to the
greatest of (a), (b) or (c) where:                   Partial Withdrawal.
(a) is the Policy Value on the date we
    receive due proof of death and an                C. DEATH PRIOR TO ANNUITY COMMENCEMENT
    election of a method of settlement;                 DATE
(b) is the Cash Value on the date we
    receive due proof of death and an                Death proceeds are payable contingent
    election of a method of settlement,              upon the relationships between the
    and;                                             owner, annuitant, successor owner and
(c) is the Guaranteed Minimum Death                  beneficiary as outlined below. The
    Benefit (GMDB), plus any additional              policy must be surrendered upon
    premium payments received, less any              settlement or on proof of death.
    Gross Partial Withdrawals from the
    date of death to the date of payment             I. Annuitant and owner are the same.
    of death proceeds.
                                                        When we have due proof that the owner
If you have not selected a payment                      died before the Annuity Commencement
option by the date of death, the                        Date, we will provide the death
beneficiary may make such election                      proceeds to the beneficiary.
within one year of the date we receive
due proof of the Owner's or Annuitant's                 a) Beneficiary is the deceased
death as described in C. below. The                        owner's surviving spouse. The
beneficiary may elect to receive the                       beneficiary may elect to continue
death proceeds as a lump sum payment or                    this policy as owner and annuitant
may use the death proceeds to provide                      rather than receiving the death
any of the annuity payment options                         proceeds. If the policy is
described in Section 10. Interest on                       continued, an amount equal to the
death proceeds will be paid as required                    excess, if any, of the Guaranteed
by law.                                                    Minimum Death Benefit over the
                                                           Policy Value will then be added to
B. GUARANTEED MINIMUM DEATH BENEFIT                        the Policy Value. This amount will
                                                           be added only once, at the time of
The Guaranteed Minimum Death Benefit                       such election. If the policy is
(GMDB) is the annual Step-Up Death                         continued, all future Surrender
Benefit. The amount of the death benefit                   Charges will be waived.
is equal to the largest Policy Value on
the Policy Date or on any Policy                           If this beneficiary elects to have
Anniversary prior to the earlier of the                    the death proceeds paid, the death
date of death or the Owner's 76th                          proceeds must be distributed:
birthday, plus any Premium Payments made
since then, minus any Adjusted Partial                     (1)  by the end of 5 years after
Withdrawals made since then.                                    the date of the deceased
                                                                owner's death, or
If the Owner is a nonnatural person, or                    (2)  payments must begin no later
if the Owner has elected to have the death                      than one year after the
proceeds paid upon the death of the                             deceased owner's death and
Annuitant, the GMDB will be based upon                          must be made for a period
the Annuitant's age.                                            certain or for this
                                                                beneficiary's lifetime, so
If the Owner is a nonnatural person, or                         long as any period certain
if the Owner has elected to have the                            does not exceed this
death proceeds paid upon the death of                           beneficiary's life
the Annuitant, the Guaranteed Minimum                           expectancy.
Death Benefit will be based upon the                    b) Beneficiary is not the deceased
Annuitant's age.                                           owner's surviving spouse. The
                                                           death proceeds must be distributed
A Partial Withdrawal taken as provided                     as provided in l.a)(1) or l.a)(2)
in Section 5 will reduce the Guaranteed                    above.
Minimum Death Benefit by an amount                      c) Death proceeds which are not paid
referred to as the "Adjusted Partial                       to or for the benefit of a natural
Withdrawal". The Adjusted Partial                          person must be distributed by the
Withdrawal may be a different amount                       end of 5 years after the date of
than the Gross Partial Withdrawal                          the deceased owner's death.
described in Section 5. The Adjusted
Partial Withdrawal is the total amount
deducted from the GMDB as a result of a
Partial Withdrawal as used in the GMDB
provision. It is equal to the Gross
Partial Withdrawal described in Section
5, multiplied by an
</TABLE>

D322

                                    PAGE 12
<PAGE>

                       SECTION 9 - DEATH PROCEEDS - CONT

<TABLE>
<S>                                                <C>
II.  Annuitant and owner are different                     waived If the successor owner
     and the annuitant dies.                               elects to receive the Adjusted
                                                           Policy Value, the Adjusted
     When we have due proof that the                       Policy Value must be
     annuitant died prior to the Annuity                   distributed:
     Commencement Date, the owner will
     become the new annuitant and no                       (1) by the end of 5 years after
     death proceeds are payable. If the                        the date of the deceased
     owner is also the deceased                                owner's death, or
     annuitant's surviving spouse, an                      (2) payments must begin no later
     amount equal to the excess, if any,                       than one year after the
     of the Guaranteed Minimum Death                           deceased owner's death and
     Benefit over the Policy Value will                        must be made for a period
     then be added to the Policy Value.                        certain or for the successor
     This amount will be added only once                       owner's lifetime, so long as
     Furthermore, all future surrender                         any period certain does not
     charges will be waived.                                   exceed the successor owner's
                                                               life expectancy.
     However, in lieu of becoming the new               b) Successor owner is not the
     Annuitant, the owner may elect to                     deceased owner's surviving
     have the death proceeds distributed                   spouse. The Adjusted Policy
     to the beneficiary on the death of                    Value must be distributed as
     the Annuitant. This election must be                  provided in III.a)(1) or
     in writing and must be received by                    III.a)(2) above.
     us prior to the Annuitant's death.                 c) Successor owner is not a natural
     In such case, when we have due proof                  person. The Adjusted Policy
     that the annuitant died prior to the                  Value must be distributed as
     Annuity Commencement Date, we will                    provided in III.a)(1) above.
     provide the death proceeds to the                  d) No successor owner survives the
     beneficiary.                                          deceased owner. The deceased
                                                           owner's estate will become the
     a) If the owner has elected to have                   new owner (or the estate may
        the death proceeds paid as a lump                  name a new owner). The executor
        sum, the beneficiary must, within                  or Administrator must be named
        60 days of our receipt of due                      in a form acceptable to us. The
        proof of the annuitant's death,                    Adjusted Policy Value must be
        either:                                            distributed by the end of 5
        1) receive the lump sum proceeds; or               years after the date of the
        2) elect to receive annuity                        deceased owner's death.
           payments. Such payments must
           begin within one year of our            IV.  More than one Owner.
           receipt of due proof of the
           annuitant's death and must be                If there is more than one owner,
           made for a period certain or                 then the death of any owner will be
           for this beneficiary's                       treated the same as the death of
           lifetime, so long as any                     the owner.
           period certain does not exceed
           this beneficiary's life                 D.     DEATH ON OR AFTER THE ANNUITY
           expectancy.                                    COMMENCEMENT DATE
     b) Death proceeds which are not paid
        to or for the benefit of a                 The death proceeds on or after the
        natural person must be                     Annuity Commencement Date depend on the
        distributed by the end of 5 years          payment option selected. If any owner
        after the date of the annuitant's          dies on or after the Annuity
        death.                                     Commencement Date, but before the entire
                                                   interest in the policy is distributed,
III. Annuitant and owner are different             the remaining portion of such interest
     and the owner dies.                           in the policy will be distributed to the
                                                   beneficiary at least as rapidly as under
     If the owner dies prior to the                the method of distribution being used as
     Annuity Commencement Date and                 of the date of that owner's death.
     before the entire interest in the
     policy is distributed, the                    E.     AN OWNER IS NOT AN INDIVIDUAL
     successor owner will become the new
     owner. The remaining portion of any           In the case of a non tax-qualified
     interest in the policy must be                annuity, if any owner or beneficial
     distributed to the extent provided            owner, is not an individual, then for
     below in III.a), III.b), III.c), or           purposes of the federal income tax
     III.d).                                       mandatory distribution provisions in
                                                   subsection C or D above, (1) the primary
     a) Successor owner is the deceased            annuitant will be treated as the owner
        owner's surviving spouse. The              of the policy, and (2) if there is any
        successor owner may elect to               change in the primary annuitant, such a
        continue this policy rather than           change will be treated as the death of
        receive the Adjusted Policy                the owner.
        Value. If the policy is
        continued, all future Surrender
        Charges will be
</TABLE>

DB322

                                    PAGE 13
<PAGE>

                         SECTION 10 - ANNUITY PAYMENTS

A. GENERAL PAYMENT PROVISIONS              Payee

Payment                                    Unless you specify otherwise, the
                                           payee shall be the annuitant, or the
If this policy is in force on the          beneficiary as defined in the
Annuity Commencement Date, we will use     Beneficiary provision.
the Fixed Account portion and/or the
Separate Account portion of the Adjusted   Proof of Age
Policy Value to make annuity payments to
the Payee under Option 3 and/or 3-V,       We may require proof of the age of
respectively, with 10 years certain, or    any person who has an annuity
if elected, under one or more of the       purchased under Options 3, 3-V, 5 and
other options described in this section.   5-V of this section before we make
However, the option(s) elected must        the first payment.
provide for lifetime income or income
for a period of at least 60 months. You    Minimum Proceeds
will become the annuitant at the Annuity
Commencement Date. Payments will be made   If the proceeds are less than $2,000,
at 1, 3, 6 or 12 month intervals. We       we reserve the right to pay them out
reserve the right to change the            as a lump sum instead of applying
frequency of payments to avoid making      them to a payment option.
payments of less than $50.00.
                                           Premium Tax
Before the Annuity Commencement Date, if
the death proceeds become payable or if    We may be required by law to pay
you surrender this policy, we will pay     premium tax on the amount applied to
any proceeds in one sum, or if elected,    a payment option. If so, we will
all or part of these proceeds may be       deduct the premium tax before
placed under one or more of the options    applying the proceeds.
described in this section. If we agree,
the proceeds may be placed under some      Supplementary Contract
other method of payment instead.
                                           Once proceeds become payable and a
Adjusted Age                               payment option has been selected,
                                           this policy will terminate and we
Payments under Options 3 and 5 and the     will issue a supplementary contract
first payment under Options 3-V and 5-V    to reflect the terms of the selected
are determined based on the adjusted age   option. The contract will name the
of the annuitant The adjusted age is the   payees and will describe the payment
annuitant's actual age on the              schedule.
annuitant's nearest birthday, at the
Annuity Commencement Date, adjusted as     B. FIXED ACCOUNT PAYMENTS
follows:
                                           Guaranteed Payment Options
     Annuity
Commencement Date       Adjusted Age       The fixed account payment is
- -------------------  ------------------    determined by multiplying each $1,000
   Before 2001       Actual Age            of policy proceeds allocated to a
   2001 - 2010       Actual Age minus 1    fixed payment option by the amounts
   2011 - 2020       Actual Age minus 2    shown on page 16 for the option you
   2021 - 2030       Actual Age minus 3    select Options 1, 2 and 4 are based
   2031 - 2040       Actual Age minus 4    on a guaranteed interest rate of 3%.
   After 2040        Actual Age minus 5
                                           Options 3 and 5 are based on a
Election of Optional Method of Payment     guaranteed interest rate of 3%, and
                                           the "1983 Table a" (male, female, and
Before the Annuity Commencement Date you   unisex if required by law) mortality
can elect or change a payment option.      table improved to the year 2000 with
You may elect, in a notice you sign        projection scale G. (The "1983 Table
which gives us the facts that we need,     a" mortality rates are adjusted based
annuity payments that may be either        on improvements in mortality since
variable, fixed, or a combination of       1983 to more appropriately reflect
both If you elect a combination, you       increased longevity. This is
must also tell us what part of the         accomplished using a set of
policy proceeds on the Annuity             improvement factors referred to as
Commencement Date are to be applied to     projection scale G.)
provide each type of payment (You must
also specify which Subaccounts). The       Option 1 - Interest Payments
amount of a combined payment will be the
sum of the variable and fixed payments.    We will pay the interest on the
Payments under a variable payment option   amount we use to provide annuity
will reflect the investment performance    payments in equal payments or this
of the selected Subaccount of the          amount may be left to accumulate for
Separate Account.                          a period of time we and the
                                           Certificate Owner agree to. We and
                                           the Certificate Owner will agree on
                                           withdrawal rights when you elect this
                                           option. The interest rate we declare
                                           for this option may be different that
                                           the interest rate(s) credited prior
                                           to the Annuity Commencement Date.

                                           Option 2 - Income for a Specified
                                           Period

                                           We will make level payments only for
                                           the fixed period you choose. In the
                                           event of the death of the person
                                           receiving payments prior to the end
                                           of the fixed period elected, payment
                                           will be continued to that person's
                                           beneficiary or their present value
                                           may be paid in a single sum. No funds
                                           will remain at the end.

S977

                                    PAGE 14
<PAGE>

                     SECTION 10 - ANNUITY PAYMENTS - CONT

Option 3 - Life Income - You may                 capital gain distributions
choose between:                                  made by the fund for shares
                                                 held in that Subaccount if
1. No Period Certain - We will make              the ax-dividend date occurs
   level payments only during the                during the Valuation
   Annuitant's lifetime.                         Period; plus or minus

2. 10 Years Certain - We will make           (3) a per share credit or
   level payments for the longer of              charge for any taxes
   the Annuitant's lifetime or ten               reserved for, which we
   years.                                        determine to have resulted
                                                 from the investment
3. Guaranteed Return of Policy                   operations of the
   Proceeds - We will make level                 Subaccount.
   payments for the longer of the
   Annuitant's lifetime or until         (b) is the net asset value of a
   the total dollar amount of                fund share held in that
   payments we made to you equals            Subaccount determined as of the
   the amount applied to this                end of the immediately
   option.                                   preceding Valuation Period.

Option 4 - Income of a Specified         (c) is a factor representing the
Amount                                       Mortality and Expense Risk Fee
                                             and Administrative Charge. This
Payments are made for any specified          factor is less than or equal
amount until the amount applied to           to, on an annual basis, the
this option, with interest, are              percentage shown on page 3 of
exhausted. This will be a series of          the daily net asset value of a
level payments followed by a                 fund share held in the Separate
smaller final payment In the event           Account for that Subaccount.
of the death of the person
receiving payments prior to the          Determination of the First Variable
time proceeds with interest are          Payment
exhausted, payments will be
continued to that person's               The amount of the first variable
beneficiary or their present value       payment is determined by
may be paid in a single sum.             multiplying each $ 1,000 of policy
                                         proceeds allocated to a variable
Option 5 - Joint and Survivor            payment option by the amounts shown
Annuity                                  on page 17 for the variable option
                                         you select The tables are based on
Payments are made during the joint       a 5% effective annual Assumed
lifetime of the Payee and a joint        Investment Return and the "1983
Payee of your selection. Payments        Table a" (male, female, and unisex
will be made as long as either           if required by law) mortality table
person is living.                        improved to the year 2000 with
                                         projection scale G. (The "1983
Current Payment Options                  Table a" mortality rates are
                                         adjusted based on improvements in
The amounts shown in the tables on       mortality since 1983 to more
page 12 are the guaranteed amounts.      appropriately reflect increased
Current amounts offered to               longevity. This is accomplished
individuals of the same class may        using a set of improvement factors
be obtained from us.                     referred to as projection scale G.)

C. VARIABLE ACCOUNT PAYMENT OPTIONS      Option 3-V - Life Income

Variable Annuity Units                   An election may be made between:

The policy proceeds you tell us to       1.  "No Period Certain" - Payments
apply to a variable payment option           will be made during the
will be used to purchase variable            lifetime of the Annuitant.
annuity units in your chosen
Subaccounts. The dollar value of         2.  "10 Years Certain" - Payments
variable annuity units in your               will be made for the longer of
chosen Subaccounts will increase or          the Annuitant's lifetime or ten
decrease reflecting the investment           years. In the event of the
experience of your chosen                    death of the person receiving
Subaccounts. The value of a                  payments prior to the end of
variable annuity unit in a                   the period for which the
particular Subaccount on any                 election was made, payments
business day is equal to (a)                 will be continued to that
multiplied by (b) multiplied by              person's beneficiary or their
(c), where:                                  present value may be paid in a
                                             single sum.
(a) is the variable annuity unit
    value for that Subaccount on         Option 5-V - Joint and Survivor
    the immediately preceding            Annuity
    business day;
(b) is the net investment factor         Payments are made as long as either
    for that Subaccount for the          the annuitant or the joint
    Valuation Period; and                annuitant is living.
(c) is the Assumed Investment
    Return adjustment factor for         Determination of Subsequent
    the Valuation Period.                Variable Payments

The Assumed Investment Return            The amount of each variable annuity
adjustment factor for the valuation      payment after the first will
period is the product of discount        increase or decrease according to
factors of .99986634 per day to          the value of the variable annuity
recognize the 5.0% effective annual      units which reflect the investment
Assumed Investment Return.               experience of the selected.
                                         Subaccounts. Each variable annuity
The net investment factor used to        payment after the first will be
calculate the value of a variable        equal to the number of variable
annuity unit in each Subaccount for      annuity units in the selected
the Valuation Period is determined       Subaccounts multiplied by the
by dividing (a) by (b) and               variable annuity unit value on the
subtracting (c) from the result,         date the payment is made. The
where:                                   number of variable annuity units in
                                         each selected Subaccount is
(a) is the net result of:                determined by dividing the first
                                         variable annuity payment allocated
    (1) the net asset value of a         to the Subaccount by the variable
        fund share held in that          annuity unit value of that
        Subaccount determined as of      Subaccount on the Annuity
        the end of the current           Commencement Date.
        valuation period; plus

    (2) the per share amount of any
        dividend or

SB977

                                    PAGE 15
<PAGE>

                   GUARANTEED FIXED ACCOUNT PAYMENT OPTIONS

The amounts shown in these tables are the guaranteed amounts for each $1,000 of
the proceeds. Higher current amounts may be available at the time of settlement.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
    Option 2, Table I                  Option 3, Table II         Option 3, Table III        Option 3, Table IV
- -------------------------        ------------------------------------------------------------------------------------------
   Number      Amount of             Monthly Installment for    Monthly Installment for     Monthly Installment for Life
  of Years      Monthly                       Life                       Life                   Guaranteed Return of
  Payable     Installment               No Period Certain          10 Years Certain                     Proceeds
                           ------------------------------------------------------------------------------------------------

                            Age*     Male    Female   Unisex    Male   Female    Unisex    Male   Female    Unisex
- ---------------------------------------------------------------------------------------------------------------------------
<S>           <C>          <C>       <C>     <C>      <C>      <C>     <C>       <C>      <C>     <C>       <C>
                             50      $3.87   $3.55    $3.71    $3.84   $3.54     $3.70    $3.73   $3.49     $3.61
                             51       3.93    3.60     3.77     3.90    3.59      3.75     3.79    3.53      3.66
                             52       4.00    3.65     3.83     3.97    3.64      3.81     3.84    3.58      3.71
                             53       4.07    3.71     3.90     4.04    3.70      3.87     3.90    3.63      3.76
     5          $17.91       54       4.15    3.77     3.97     4.11    3.75      3.94     3.96    3.68      3.82
     6           15.14       55       4.23    3.83     4.04     4.19    3.82      4.01     4.03    3.73      3.88
     7           13.16       56       4.32    3.90     4.11     4.27    3.88      4.08     4.10    3.79      3.94
     8           11.68       57       4.41    3.97     4.19     4.35    3.95      4.15     4.17    3.85      4.00
     9           10.53       58       4.50    4.05     4.28     4.44    4.02      4.24     4.24    3.91      4.07
     10           9.61       59       4.61    4.13     4.37     4.53    4.10      4.32     4.32    3.97      4.14
     11           8.86       60       4.72    4.21     4.47     4.63    4.18      4.41     4.40    4.04      4.22
     12           8.24       61       4.84    4.30     4.57     4.74    4.26      4.51     4.49    4.12      4.30
     13           7.71       62       4.96    4.40     4.68     4.85    4.35      4.61     4.58    4.19      4.38
     14           7.26       63       5.10    4.50     4.80     4.97    4.45      4.71     4.68    4.28      4.47
     15           6.87       64       5.24    4.61     4.93     5.09    4.55      4.83     4.78    4.36      4.56
     16           6.53       65       5.40    4.73     5.06     5.22    4.66      4.95     4.88    4.45      4.66
     17           6.23       66       5.56    4.85     5.21     5.36    4.77      5.07     4.99    4.55      4.76
     18           5.96       67       5.74    4.99     5.36     5.50    4.89      5.20     5.11    4.65      4.87
     19           5.73       68       5.93    5.13     5.53     5.65    5.02      5.34     5.24    4.76      4.98
     20           5.51       69       6.13    5.29     5.71     5.80    5.15      5.49     5.37    4.87      5.10
                             70       6.34    5.45     5.90     5.96    5.30      5.64     5.51    4.99      5.23
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                 Option 5, Table V
- -------------------------------------------------------------------------------------------------------------------
                                  Monthly Installment For Joint and Full Survivor
- -------------------------------------------------------------------------------------------------------------------
         Age of                                            Age of Female Annuitant*
          Male
                         ------------------------------------------------------------------------------------------
       Annuitant*            15 Years         12 Years      9 Years    6 Years      3 Years              3 Years
                             Less Than        Less Than    Less Than  Less Than    Less Than   Same As  More Than
                               Male             Male          Male      Male         Male       Male       Male
- -------------------------------------------------------------------------------------------------------------------
       <S>               <C>                  <C>          <C>        <C>          <C>         <C>      <C>
           50                  $2.99            $3.05       $3.11       $3.18        $3.25      $3.32     $3.39
           55                   3.11             3.19        3.27        3.35         3.44       3.53      3.63
           60                   3.27             3.37        3.47        3.58         3.70       3.82      3.95
           65                   3.47             3.60        3.74        3.89         4.05       4.22      4.39
           70                   3.74             3.91        4.10        4.31         4.53       4.77      5.02
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                              Monthly Installment For Unisex Joint and Full Survivor
- -------------------------------------------------------------------------------------------------------------------
         Age of                                            Age of Joint Annuitant*
          First
                         ------------------------------------------------------------------------------------------
       Annuitant*            15 Years         12 Years      9 Years    6 Years      3 Years              3 Years
                             Less Than        Less Than    Less Than  Less Than    Less Than   Same As  More Than
                               First            First        First      First        First      First     First
- -------------------------------------------------------------------------------------------------------------------
       <S>               <C>                  <C>          <C>        <C>          <C>         <C>      <C>
           50                  $3.04            $3.09        $3.15      $3.21        $3.27      $3.33     $3.39
           55                   3.17             3.24         3.32       3.40         3.48       3.56      3.63
           60                   3.34             3.44         3.54       3.64         3.75       3.85      3.95
           65                   3.57             3.70         3.83       3.97         4.11       4.26      4.39
           70                   3.87             4.04         4.22       4.42         4.62       4.82      5.01
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

   *Adjusted Age as defined in Section 10.A.
- --------------------------------------------------------------------------------
   The annual, semi-annual or quarterly installments under Option 2 shall be the
   monthly installment shown multiplied by 11.84, 5.96 or 2.99 respectively, and
   for Options 3 and 5 the monthly installment shown multiplied by 11.80, 5.95
   or 2.99 respectively.
- --------------------------------------------------------------------------------
   Dollar amounts of monthly installments not shown in the above tables will be
   calculated on the same basis as those shown and may be obtained from the
   Company.

T831

                                    PAGE 16
<PAGE>

                           VARIABLE PAYMENT OPTIONS
                      BASED ON ASSUMED INVESTMENT RETURN

The amounts shown in these tables are the initial payment amounts based on a
5.0% Assumed Investment Return for each $1,000 of the proceeds.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                     Option 3 - V, Table II                 Option 3 - V, Table III
- ---------------           ----------------------------------------------------------------------------------------------------------
                                   Monthly Installment for Life            Monthly Installment for Life
                                        No Period Certain                       10 Years Certain
                --------------------------------------------------------------------------------------------------------------------
                    Age*          Male     Female        Unisex           Male       Female        Unisex
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>               <C>      <C>           <C>              <C>        <C>           <C>
                     50           $5.11     $4.81         $4.96           $5.07       $4.79         $4.94
                     51            5.17      4.85          5.02            5.13        4.83          4.99
                     52            5.24      4.90          5.07            5.19        4.88          5.04
                     53            5.31      4.95          5.13            5.25        4.93          5.10
                     54            5.38      5.01          5.20            5.32        4.98          5.16
                     55            5.46      5.06          5.26            5.39        5.04          5.22
                     56            5.54      5.12          5.34            5.47        5.09          5.28
                     57            5.63      5.19          5.41            5.54        5.16          5.36
                     58            5.72      5.26          5.49            5.63        5.22          5.43
                     59            5.82      5.34          5.58            5.72        5.29          5.51
                     60            5.93      5.42          5.68            5.81        5.37          5.60
                     61            6.04      5.50          5.78            5.91        5.44          5.69
                     62            6.17      5.60          5.89            6.02        5.53          5.78
                     63            6.30      5.69          6.00            6.13        5.62          5.88
                     64            6.44      5.80          6.13            6.25        5.71          5.99
                     65            6.60      5.91          6.26            6.37        5.82          6.10
                     66            6.76      6.04          6.40            6.50        5.92          6.22
                     67            6.94      6.17          6.56            6.63        6.04          6.35
                     68            7.13      6.31          6.72            6.77        6.16          6.48
                     69            7.33      6.46          6.90            6.92        6.29          6.62
                     70            7.55      6.63          7.09            7.07        6.43          6.76
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   Option 5V, Table V
- ------------------------------------------------------------------------------------------------------------------------------------
                                        Monthly Installment For Joint and Full Survivor
- ------------------------------------------------------------------------------------------------------------------------------------
         Age of                                            Age of Female Annuitant*
          Male
                         -----------------------------------------------------------------------------------------------------------
       Annuitant*            15 Years         12 Years      9 Years    6 Years      3 Years              3 Years
                             Less Than        Less Than    Less Than  Less Than    Less Than   Same As  More Than
                               Male             Male          Male      Male         Male       Male       Male
- ------------------------------------------------------------------------------------------------------------------------------------
       <S>               <C>                  <C>          <C>        <C>          <C>         <C>      <C>
          50                   $4.32            $4.36        $4.41       $4.46        $4.51      $4.57     $4.62
          55                    4.42             4.47         4.53        4.60         4.67       4.75      4.83
          60                    4.54             4.62         4.70        4.80         4.90       5.01      5.12
          65                    4.71             4.82         4.94        5.07         5.22       5.37      5.53
          70                    4.95             5.10         5.27        5.46         5.67       5.89      6.13
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                           Monthly Installment For Unisex Joint and Full Survivor
- ------------------------------------------------------------------------------------------------------------------------------------
         Age of                                            Age of Joint Annuitant*
          First
                         -----------------------------------------------------------------------------------------------------------
       Annuitant*            15 Years         12 Years      9 Years    6 Years      3 Years              3 Years
                             Less Than        Less Than    Less Than  Less Than    Less Than   Same As  More Than
                               First            First        First      First        First      First     First
- ------------------------------------------------------------------------------------------------------------------------------------
       <S>               <C>                  <C>          <C>        <C>          <C>         <C>      <C>
         50                    $4.40            $4.45        $4.50      $4.55        $4.61       $4.67     $4.72
         55                     4.52             4.59         4.66       4.73         4.81        4.89      4.96
         60                     4.69             4.78         4.87       4.97         5.08        5.19      5.29
         65                     4.91             5.04         5.17       5.31         5.46        5.62      5.77
         70                     5.22             5.40         5.59       5.79         6.02        6.24      6.47
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

  *Adjusted Age as defined in Section 10.A.
- --------------------------------------------------------------------------------
  The annual, semi-annual or quarterly installments shall be the monthly
  installment shown for Options 3-V and 5-V multiplied by 11.70, 5.93 or 2.99
  respectively.
- --------------------------------------------------------------------------------
  Dollar amounts of monthly installments not shown in the above tables will be
  calculated on the same basis as those shown and may be obtained from the
  Company.

TB831

                                    PAGE 17
<PAGE>

                        SECTION 11 - GENERAL PROVISIONS

THE CONTRACT                            RIGHTS OF OWNER

The entire contract consists of         The owner may, while the annuitant
this policy, endorsements, if any,      is living:
and the application, or information
provided in lieu thereof, signed by     1. Assign this policy.
You.
                                        2. Surrender the policy to us.
MODIFICATION OF POLICY
                                        3. Amend or modify the policy with
No change in this policy is valid          our consent.
unless made in writing by us and
approved by one of our officers. No     4. Receive annuity payments or name
Registered Representative has              a Payee to receive the payments.
authority to change or waive any
provision of Your policy.               5. Exercise, receive and enjoy
                                           every other right and benefit
TAX QUALIFICATION                          contained in the policy.

This policy is intended to qualify      The use of these rights may be
as an annuity contract for federal      subject to the consent of any
income tax purposes. The provisions     assignee or irrevocable
of this policy are to be                beneficiary; and of the spouse in a
interpreted to maintain such            community or marital property
qualification, notwithstanding any      state.
other provisions to the contrary.
To maintain such tax qualification,     Unless we have been notified of a
we reserve the right to amend this      community or marital property
policy to reflect any                   interest in this policy, we will
clarifications that may be needed       rely on our good faith belief that
or are appropriate to maintain such     no such interest exists and will
tax qualification or to conform         assume no responsibility for
this policy to any applicable           inquiry.
changes in the tax qualification
requirements. We will send You a        SUCCESSOR OWNER
copy in the event of any such
amendment If You refuse such an         A successor owner can be named in
amendment it must be by giving us       the application, or information
written notice, and Your refusal        provided in lieu thereof, or in a
may result in adverse tax               notice you sign which gives us the
consequences.                           facts that we need. The successor
                                        owner will become the new owner
NON -PARTICIPATING                      when you die, if you die before the
                                        annuitant. If no successor owner
This policy will not share in our       survives you and you die before the
surplus earnings.                       annuitant, your estate will become
                                        the new owner.
AGE OR SEX CORRECTIONS
                                        CHANGE OF OWNERSHIP
If the age or sex of the annuitant
has been misstated, the benefits        In the case of a non-tax qualified
will be those which the premiums        annuity, you can change the owner
paid would have purchased for the       of this policy, from yourself to a
correct age and sex. If required by     new owner, in a notice you sign
law to ignore differences in the        which gives us the facts that we
sex of the annuitant, the annuity       need. When this change takes
payments will be determined using       effect, all rights of ownership in
the unisex factors in Section 10.       this policy will pass to the new
                                        owner.
Any underpayment made by us will be
paid with the next payment Any          A change of owner or successor
overpayment made by us will be          owner will not be effective until
deducted from future payments. Any      it is recorded in our records.
underpayment or overpayment, will       After it has been so recorded, the
include interest at 5% per year,        change will take effect as of the
from the date of the wrong payment      date you signed the notice.
to the date of the adjustment.          However, if the annuitant dies
                                        before the notice has been so
INCONTESTABILITY                        recorded, it will not be effective
                                        as to those proceeds we have paid
This policy shall be incontestable      before the change was recorded in
from the Policy Date.                   our records. We may require that
                                        the change be endorsed in the
EVIDENCE OF SURVIVAL                    policy. Changing the owner or
                                        naming a new successor owner
We have the right to require            cancels any prior choice of
satisfactory evidence that a person     successor owner, but does not
was alive if a payment is based on      change the beneficiary or the
that person being alive. No payment     annuitant.
will be made until we receive the
evidence.                               A change of ownership may result in
                                        adverse tax consequences.
SETTLEMENT
                                        ANNUITY COMMENCEMENT DATE
Any payment by us under this policy
is payable at our Home Office.          The Annuity Commencement Date is
                                        the date annuity payments begin.
                                        This date may not be later than the
                                        last day of the policy month
                                        starting after the Annuitant
                                        attains age 85, except as expressly
                                        allowed by us, but in no event
                                        later than the last day of the
                                        policy month following the month in
                                        which the Annuitant attains age 95.
                                        You may change the Annuity
                                        Commencement Date at any time
                                        before the Annuity Commencement
                                        Date by giving us 30 days' written
                                        notice.

H745

                                    PAGE 18
<PAGE>

                    SECTION 11 - GENERAL PROVISIONS - CONT

ASSIGNMENT                             become payable. If there is more
                                       than one beneficiary and you failed
(a)  In the case of a non tax-         to specify their interest, they
     qualified annuity, this policy    will share equally. Payment will be
     may be assigned. The              made to the named contingent
     assignment must be in writing     beneficiary(ies) only if ail
     and filed with us.                primary beneficiaries have died
                                       before the death proceeds become
(b)  We assume no responsibility       payable. If any primary beneficiary
     for the validity of any           is alive at the time the death
     assignment Any claim made         proceeds become payable, but dies
     under an assignment shall be      before receiving their payment,
     subject to proof of interest      their share will be paid to their
     and the extent of the             estate.
     assignment.
                                       In cases where the annuitant dies
(c)  This policy may be applied for    and the owner (who is not the
     and issued to qualify as a tax-   annuitant) elected to receive the
     qualified annuity under           death benefit in accordance with
     certain sections of the           Section 9, if the annuitant's
     Internal Revenue Code.            estate has been named as
     Ownership of this policy then     beneficiary, then payment will be
     is restricted so that it will     made to the owner.
     comply with provisions of the
     Internal Revenue Code.            PROTECTION OF PROCEEDS

Assignment of this policy may          Unless you so direct by filing
result in adverse tax consequences.    written notice with us, no
                                       beneficiary may assign any payments
BENEFICIARY                            under this policy before the same
                                       are due. To the extent permitted by
Death proceeds, when payable in        law, no payments under this policy
accordance with Section 9, are         will be subject to the claims of
payable to the designated              creditors of any beneficiary.
beneficiary or beneficiaries. Such
beneficiary(ies) must be named in      DEFERMENT
the application, or information
provided in lieu thereof, and may      We will pay any Partial Withdrawals
be changed without consent (unless     or Surrender proceeds from the
irrevocably designated or required     Separate Account within 7 days
by law) by notifying us in writing     after we receive all requirements
on a form acceptable to us. The        that we need. However, it may
change will take effect upon the       happen that the New York Stock
date you sign it, whether or not       Exchange is closed for trading
you are living when we receive it.     (other than the usual weekend or
The notice must have been              holiday closings), or the
postmarked (or show other evidence     Securities and Exchange Commission
of delivery that is acceptable to      restricts trading or determines
us) on or before the date of death     that an emergency exists. If so, it
Your most recent change of             may not be practical for us to
beneficiary notice will replace any    determine the investment experience
prior beneficiary designations. No     of the Separate Account In that
change will apply to any payment we    case, we may defer transfers among
made before the written notice was     the Subaccounts and to the Fixed
received. If an irrevocable            Account, and determination or
beneficiary dies, you may designate    payment of Partial Withdrawals or
a new beneficiary.                     Surrender proceeds.

You may direct that the beneficiary    When permitted by law, we may defer
shall not have the right to            paying any Partial Withdrawals or
withdraw, assign or commute any sum    Surrender proceeds from the Fixed
payable under an option. In the        Account for up to 6 months from the
absence of such election or            date we receive your request. If
direction, the beneficiary may         the Owner dies after the request is
change the manner of payment or        received, but before the request is
make an election of any option.        processed, the request will be
                                       processed before the death proceeds
If any primary or contingent           are determined. Interest will be
beneficiary dies before the            paid on any amount deferred for 30
annuitant, that beneficiary's          days or more. This rate will be 3%
interest in this policy ends with      per year unless otherwise required
that beneficiary's death Only those    by law.
beneficiaries living at the time of
the annuitant's death will be          REPORTS TO OWNER
eligible to receive their share of
the Death Proceeds. In the event no    We will give you an annual report
contingent beneficiaries have been     at least once each Policy Year.
named and all primary beneficiaries    This report will show the number
have died before the death proceeds    and value of the accumulation units
become payable, the owner(s) will      held in each of the Subaccounts as
become the beneficiary(ies) unless     well as the value of the Fixed
elected otherwise in accordance        Account. It will also give you the
with Section 9. If both primary and    Death Benefit, Cash Value; and any
contingent beneficiaries have been     other facts required by law or
named, payment will be made to the     regulation.
named primary beneficiaries living
at the time the death proceeds

J745

                                    PAGE 19
<PAGE>

                          PFL Life Insurance Company
    Home Office located at 4333 Edgewood Road NE., Cedar Rapids, Iowa 52499

                    [LOGO PFL LIFE INSURANCE APPEARS HERE]

                       Flexible Premium Variable Annuity
                  Income Payable At Annuity Commencement Date
           Benefits Based On The Performance Of The Separate Account
  Are Variable And Are Not Guaranteed As To Dollar Amount (See Sections 6 and
                                     10C.)
                               Non -Participating

                                     INDEX

<TABLE>
<CAPTION>
                              Page                                      Page
<S>                           <C>      <S>                              <C>
Accumulation Units...........      9   Incontestability..............        18
Age or Sex Corrections.......     18   Modification of Policy........        18
Annuity Commencement Date....     18   Nonparticipation..............        18
Annuity Payments............. 14, 15   Owner.........................        18
Adjusted Policy Value........      4   Partial Withdrawals...........   5, 6, 7
Assignment...................     19   Payee.........................        14
Beneficiary..................     19   Payment of Premiums...........         4
Cash Value...................      5   Payment Option Tables.........    16, 17
Contract.....................     18   Policy Data Page..............         3
Death Proceeds............... 12, 13   Policy Value..................         4
Definitions..................      2   Proof of Age..................        14
Dollar Cost Averaging Option.     11   Protection of Proceeds........        19
Evidence of Survival.........     18   Right to Cancel...............         1
Excess Interest Adjustment...      5   Separate Account..............      8, 9
Fixed Account................     10   Service Charge................         4
Guaranteed Minimum Death               Settlement....................        18
  Benefit....................     12   Surrender Charges.............        7
Guaranteed Return of Fixed             Transfers.....................    10, 11
  Account Premium Payments...      7
Guaranteed Periods...........     10
</TABLE>

Y604

<PAGE>

                                EXHIBIT (5)(a)
                                --------------


                           GROUP MASTER APPLICATION
<PAGE>

                      Application for Group Insurance to
                          PFL LIFE INSURANCE COMPANY
         Home Office: 4333 Edgewood Rd NE, Cedar Rapids IA 52499-0001

________________________________________________________________________________

hereby applies for Group Policy No. ____________ to which this application is
attached

Said Group Policy is hereby approved and the terms thereof are hereby accepted.

This application is executed in duplicate, with one part being attached to said
Policy and the other returned to PFL LIFE INSURANCE COMPANY.

It is understood and agreed that no agent of PFL Life Insurance Company has
power on behalf of said Company to make or modify this or any other application
for insurance.

This application supersedes any previous application for the said Group Policy.

Dated at _______________________________ this _____ day of __________, _________

                                              __________________________________


                                              By _______________________________

_________________________________             __________________________________
Agent Signature                               Agent Number

_________________________________
Agent Name (please print)

A-M-1000 (IA)


<PAGE>

                                EXHIBIT (5)(b)
                                --------------


                   GROUP CERTIFICATE ENROLLMENT APPLICATION
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Variable Annuity Enrollment Form
Issued by: PFL Life Insurance Company ("PFL Life") 4333 Edgewood Road N.E., Cedar Rapids, IA 52499-0001
Mail the enrollment form and check: PFL Life Insurance Company, Attn: Variable Annuity Dept.
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                                   <C>
                      In the event the owner is a trust, please provide verification of trustees.
1. OWNER

If no annuitant is    Name:                                                                 Phone No.:
specified in #2, the  -------------------------------------------------------------------------------------------------------------
Owner will be the
Annuitant.            Address:                                             City:                      State:        Zip:
                      -------------------------------------------------------------------------------------------------------------

                       [_] Male   [_] Female   SS#/TIN [_][_][_]-[_][_]-[_][_][_][_]        Birthdate [_][_]/[_][_]/[_][_][_][_]
- -----------------------------------------------------------------------------------------------------------------------------------
JOINT OWNER(S)
                      Name:                                                                 Phone No.:
                      -------------------------------------------------------------------------------------------------------------
                      Address:                                             City:                      State:        Zip:
                      -------------------------------------------------------------------------------------------------------------

                       [_] Male   [_] Female   SS#/TIN [_][_][_]-[_][_]-[_][_][_][_]        Birthdate [_][_]/[_][_]/[_][_][_][_]
                      ------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
2. ANNUITANT
                      Name:                                                    Relationship to Owner:
Complete only if      ------------------------------------------------------------------------------------------------------------
different from        Address:                                              City:                     State:        Zip:
Owner.                ------------------------------------------------------------------------------------------------------------
                      [_] Male   [_] Female    SS#/ TIN [_][_][_]-[_][_]-[_][_][_][_]   Birthdate [_][_]/[_][_]/ [_][_][_][_]
- ----------------------------------------------------------------------------------------------------------------------------------
3. BENEFICIARY(IES)
                      Primary:                                         Relationship to Annuitant:                            %
                      ---------------------------------------------------------------------------------------------  ----------
                      Primary:                                         Relationship to Annuitant:                            %
                      ---------------------------------------------------------------------------------------------  ----------
                      Contingent:                                      Relationship to Annuitant:                            %
                      ---------------------------------------------------------------------------------------------  ----------
                      Contingent:                                      Relationship to Annuitant:                            %
                      ---------------------------------------------------------------------------------------------  ----------
- -------------------------------------------------------------------------------------------------------------------------------
4. TELEPHONE
TRANSFERS
                      Following is authorized to make telephone transfer requests (check one only):
                      [_] Owner(s) only, or
                      [_] Owner(s) and Owner's Registered Representative (Print Rep Name) _________________________________
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                 <C>
5. ALLOCATION
OF PREMIUM
PAYMENTS
                      Please check selected funds and fixed accounts.  The initial premium will be allocated as selected here.
                      If Dollar Cost Averaging, see section 7 on reverse side.

                      VARIABLE OPTIONS:
                      Morgan Stanley Asset Management Inc.                Montgomery Asset Management, L.L.C.
                      [_] Endeavor Asset Allocation Portfolio      .0%    [_] Endeavor Select 50 Portfolio          .0%
                                                                 -----                                            -----
Initial Premium       [_] Endeavor Money Market Portfolio          .0%
$                                                                -----
                                                                          MFS Investment Management
                       T. Rowe Price Associates, Inc.                     [_] Endeavor High Yield Portfolio          .0%
Make check payable    [_] T. Rowe Price Equity Income Portfolio    .0%                                            -----
to PFL Life                                                      -----
Insurance Company.    [_] T. Rowe Price Growth Stock Portfolio     .0%
                                                                 -----
Type of Annuity;      [_] T. Rowe Price International                     Janus Capital Corporation
[_] Non- qualified           Stock Portfolio                       .0%    [_] Endeavor Janus Growth Portfolio        .0%
                                                                 -----                                             -----
Qualified Types:
Also complete         OpCap Advisors                                      First Trust Advisors L.P.
Section 6.            [_] Endeavor Value Equity Portfolio          .0%    [_] The Dow(SM) Target 10 (July Series)    .0%
[_] IRA                                                          -----                                             -----
[_] Roth IRA          [_] Endeavor Opportunity Value Portfolio     .0%    [_] The Dow(SM) Target 5 (July Series)     .0%
[_] SEP/IRA                                                      -----                                             -----
[_] 403(b)                                                                [_] The DowSM Target 10 (January Series)   .0%
[_] Keogh                                                                                                          -----
[_] Roth Conversion   J.P. Morgan Investment Management Inc.              [_] The DowSM Target 5 (January Series)    .0%
[_] Other _________                                                                                                -----
___________________   [_]  Endeavor Enhanced Index Portfolio       .0%
___________________                                              -----                                               .0%
                                                                          ----------------------------------------------
                      Dreyfus Corporation                                                                            .0%
                                                                          ----------------------------------------------
                      [_] Dreyfus U.S. Government                                                                    .0%
                                                                          ----------------------------------------------
                             Securities Portfolio                  .0%                                               .0%
                                                                 -----    ----------------------------------------------
                      [_] Dreyfus Small Cap Value Portfolio        .0%                                               .0%
                                                                 -----    ----------------------------------------------
<CAPTION>
                      FIXED  OPTIONS:
                      <S>                                 <C>
                      [_] Dollar Cost Averaging             .0%
                                                          -----
                      (Must complete section 7.)

                      [_] 1 Year Guarantee Period           .0%
                                                          -----
                      [_] 3 Year Guarantee Period           .0%
                                                          -----
                      [_] 5 Year Guarantee Period           .0%
                                                          -----
                      [_] 7 Year Guarantee Period           .0%
                                                          -----

                      Total Variable and Fixed             100%
                                                          -----

                      . Policy values, when allocated to any
                        of the Variable Options are not
                        guaranteed as to fixed dollar amount.

                      . When funds are allocated to Fixed
                        Account Guarantee Periods, policy
                        values under certificate may increase
                        or decrease in accordance with Excess
                        Interest Adjustment Prior to the end of
                        Guarantee Period.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                           <C>
6. QUALIFIED PLAN
   INFORMATION
                    IRA/SEP/ROTH IRA                                              ROTH IRA Rollover
                    $ _____________  Contribution for tax year ________                                      Date first established
                    $ _____________  Trustee to Trustee Transfer                  [_ ][_]/[_][_]/[_][_][_][_] or date of conversion
                    $ _____________  Rollover from  [_]IRA [_]403(b) [_]Pension   $__________________ Portion previously taxed
                                     [_] Other _____________________________
</TABLE>

VA-ENROLL 5/99                                                        18371 399

<PAGE>

<TABLE>
<S>               <C>
- ------------------------------------------------------------------------------------------------------------------------------------
7. DOLLAR COST
AVERAGING         Transfer Frequency:          Transfer to (indicate investment option and percentage):
PROGRAM                                        _________________________   _____.0%     _____________________________  _____.0%
                  DCA Program Options          _________________________   _____.0%     _____________________________  _____.0%
                  [_] 6 month program          _________________________   _____.0%     _____________________________  _____.0%
Authorized by     [_] 12 month program         _________________________   _____.0%     _____________________________  _____.0%
Owner Signature   Number of transfers ____     _________________________   _____.0%     _____________________________  _____.0%
 in Section 11.                                _________________________   _____.0%     _____________________________  _____.0%
                                                                                                                   Total:  100%
                  Other Frequency Options
                  [_] Monthly (6 min, 24 max)
                  [_] Quarterly (4 min, 8 max)
- -----------------------------------------------------------------------------------------------------------------------------------
8. OTHER
                  Family Income Protector Option:
                  [_] No  [_] Yes  (Available at an additional cost, see prospectus)
Please complete.
- ------------------------------------------------------------------------------------------------------------------------------------
9. MINIMUM
DEATH BENEFIT
                     Your selection cannot be changed after the certificate has been issued. If no option specified, Return of
Select one           Premium Death Benefit will apply.

                     [_]  5% Annually Compounding Death Benefit: (Only if owner(s) and annuitant are under age 75 at time of
                          purchase). Annual Mortality and Expense (M&E) Risk Fee and Admin. Charge 1.60%.

                     [_]  Double Enchanced Death Benefit: (Only available if owner(s) and the annuitant are under age 81 at time of
                          purchase).  Annual M&E Risk Fee and Admin. Charge 1.60%.

                     [_]  Return of Premium Death Benefit: Annual M&E Risk Fee and Admin. Charge 1.30%.
- ------------------------------------------------------------------------------------------------------------------------------------
10. REPLACEMENT
INFORMATION
                     Will this annuity replace or change any existing annuity of life insurance?  [_] No  [_] Yes (If Yes, complete
                                                                                                                  the following):

                     Company:                                                                              Policy No.:
                     ---------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
11. SIGNATURE(S)     .  Unless I have notified the Company of a community or marital property interest in this certificate, the
OF AUTHORIZATION        Company will rely on a good faith belief that no such interest exists and will assume no responsibility
ACCEPTANCE              for injury.

                     .  To the best of my knowledge and belief, my answers to the questions on this application are correct and
                        true, and I agree that this enrollment form becomes a part of the annuity certificate when issued to me.

                     .  I (we) am in receipt of a current prospectus for this variable annuity.

                     .  This enrollment form is subject to acceptance by PFL Life.  If this enrollment form is rejected for any
                        reason, PFL Life will be liable only for return of premiums paid.

                     [_]  Check here if you want to be sent a copy of Statement of Additional Information.

                     I HAVE REVIEWED MY EXISTING ANNUITY COVERAGE AND FIND THIS COVERAGE SUITABLE FOR MY NEEDS.

                     Signed at:  City:                                       State:                      Date:
                     ---------------------------------------------------------------------------------------------------------------
                     Owner(s):                                                Annuitant (if not Owner):
                     ---------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
12. AGENT            Do you have any reason to believe the annuity for will replace or change any existing annuity or life
INFORMATION          insurance?  [_] No   [_] Yes

                     I HAVE REVIEWED THE APPLICANT'S EXISTING ANNUITY COVERAGE AND FIND THIS COVERAGE IS SUITABLE FOR HIS/HER NEEDS.

                     Registered Representative/
                     Licensed Agent Name (please print):                                       Signature:
                     --------------------------------------------------------------------------------------------------------------
                     Phone No.:                                 SS#/TIN [_][_][_]-[_][_]-[_][_][_][_]   [_]A   [_]B   [_]C
                     -----------------------------------------
                     PFL Life Agent #:
                     --------------------------------------------------------------------------------------------------------------
                     Firm Name:
                     --------------------------------------------------------------------------------------------------------------
                     Firm Address:
                     --------------------------------------------------------------------------------------------------------------
</TABLE>

VA-ENROLL 5/99 (B)


<PAGE>

                                EXHIBIT (5)(C)
                                --------------

                            INDIVIDUAL APPLICATION
<PAGE>

<TABLE>
<CAPTION>
<S>                    <C>                                         <C>
- --------------------------------------------------------------------------------------------------------------------------------
Application for Variable Annuity
Issued by: PFL Life Insurance Company ("PFL Life") 4333 Edgewood Road N.E., Cedar Rapids, IA 52499-0001
Mail the applicaton and check: PFL Life Insurance Company, Attn: Variable Annuity Dept.
- --------------------------------------------------------------------------------------------------------------------------------
                       In the event the owner is a trust, please provide verification of trustees.
1. OWNER
                       Name:                                                               Phone No.
                       ---------------------------------------------------------------------------------------------------------
If no annuitant is
specified in #2, the   Address:                                    City:                       State:              Zip:
                       ---------------------------------------------------------------------------------------------------------
Owner will be the
Annuitant.
                       [_] Male  [_] Female   SS#/ TIN [_][_][_] - [_][_] - [_][_][_][_]   Birthdate [_][_]/[_][_] /[_][_][_][_]
- --------------------------------------------------------------------------------------------------------------------------------

JOINT OWNER(S)         Name:                                                               Phone No.
                       ---------------------------------------------------------------------------------------------------------

                       Address:                                    City:                       State:              Zip:
                       ---------------------------------------------------------------------------------------------------------

                       [_] Male  [_] Female   SS#/ TIN [_][_][_] - [_][_] - [_][_][_][_]   Birthdate [_][_]/[_][_] /[_][_][_][_]

- --------------------------------------------------------------------------------------------------------------------------------

2. ANNUITANT           Name:                                                      Relationship to Owner:
                       ---------------------------------------------------------------------------------------------------------

Complete only if       Address:                                    City:                       State:              Zip:
                       ---------------------------------------------------------------------------------------------------------
different from Owner.
                       [_] Male  [_] Female   SS#/ TIN [_][_][_] - [_][_] - [_][_][_][_]   Birthdate [_][_]/[_][_] /[_][_][_][_]

- --------------------------------------------------------------------------------------------------------------------------------
3. BENEFICIARY(IES)    Primary:                                 Relationship to Annuitant:                                   %
                       ------------------------------------------------------------------------------------------------  -------

                       Primary:                                 Relationship to Annuitant:                                   %
                       ------------------------------------------------------------------------------------------------  -------

                       Contingent:                              Relationship to Annuitant:                                   %
                       ------------------------------------------------------------------------------------------------  -------

                       Contingent:                              Relationship to Annuitant:                                   %
                       ------------------------------------------------------------------------------------------------  -------
- --------------------------------------------------------------------------------------------------------------------------------
4. TELEPHONE           Following is authorized to make telephone transfer requests (check one only):
TRANSFERS              [_] Owner(s) only, or
                       [_] Owner(s) and Owner's Registered Representative (Print Rep Name) _________________________________
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
5. ALLOCATION          Please  check  selected  funds and fixed  accounts.  The initial premium will be allocated as selected here.
OF PREMIUM             If Dollar Cost Averaging, section 7 on reverse side.
PAYMENTS
                       VARIABLE OPTIONS:
<S>                    <C>                                      <C>        <C>                                   <C>
                       Morgan Stanley Asset Management Inc.                Montgomery Asset Management, L.L.C.
                       [_] Endeavor Asset Allocation Portfolio    .0%      [_] Endeavor Select 50 Portfolio        .0%
                                                                ----                                             ----
Initial Premium        [_] Endeavor Money Market Portfolio        .0%
                                                                ----
$                                                                          MFS Investment Management


                       T. Rowe Price Associates, Inc.                      [_] Endeavor High Yield Portfolio       .0%
                                                                                                                 ----
Make Check payable     [_] T. Rowe Price Equity Income            .0%
                                                                ----
to PFL Life insurance  [_] T. Rowe Price Growth Stock             .0%
                                                                ----
Company                [_] T. Rowe Price International                     Janus Capital Corporation
                           Stock Portfolio                        .0%      [_] Endeavor Janus Growth Portfolio     .0%
                                                                ----                                             ----
Type of Annuity:
[_] Non-qualified      OpCap Advisors                                      ___________________________________     .0%
                                                                                                                 ----
Qualified Types:       [_] Endeavor Value Equity Portfolio        .0%      ___________________________________     .0%
                                                                ----
Also complete          [_] Endeavor Opportunity Value Portfolio   .0%      ___________________________________     .0%
                                                                ----                                             ----
Section 6
[_] IRA                J.P. Morgan Investment Management Inc.     .0%      ___________________________________     .0%
                                                                ----                                             ----
[_] Roth IRA           [_]  Endeavor Enhanced Index  Portfolio    .0%      ___________________________________     .0%
                                                                ----                                             ----
[_] SEP/IRA
[_] 403(b)             Dreyfus Corporation
[_] Keogh              [_] Dreyfus U.S. Government                .0%
                                                                ----
[_] Roth Conversion        Securities Portfolio
[_] Other ________     [_] Dreyfus Small Cap Value Portfolio      .0%
                                                                ----
__________________
__________________

<CAPTION>
                       FIXED OPTIONS:
                       <S>                               <C>
                       [_] Dollar Cost Averaging           .0%
                                                         ----
                       (Must complete section 7.)

                       [_] 1 year Guarantee Period        .0%
                                                         ----
                       [_] 3 year Guarantee  Period        .0%
                                                         ----
                       [_] 5 year Guarantee Period          .0%
                                                         ----
                       [_] 7 year Guarantee Period         .0%
                                                         ----

                       Total Varirable and Fixed          100%
                                                         ----

                       . Policy values, when allocated to
                         any of the Variable Options are
                         not guaranteed as to fixed dollar
                         amount.


                       . When funds are allocated to
                         Fixed Account Guarantee
                         Periods, policy values under
                         policy may increase or decrease
                         in accordance with Excess
                         Interest Adjustment prior to the
                         end of guarantee Period.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
6. QUALIFIED PLAN       IRA/SEP/ROTH IRA                                        ROTH IRA Rollover
INFORMATION
<S>                     <C>                                                     <C>
                        $ ________________ Contribution for tax year ________   [_][_]/[_][_]/[_][_][_][_] Date first established
                                                                                                           Or date of conversion
                        $ ________________ Trustee to Trustee Transfer
                        $ ________________ Rollover from [_] IRA [_] Pension    $ __________________ Portion previously taxed
                                           [_] Other ________________________
</TABLE>

VA-APP R799

<PAGE>

<TABLE>
<S>                                                   <C>                                      <C>
7. DOLLAR COST
AVERAGING          Transfer Frequency:                Transfer to (indicate investment option
                                                       and percentage):
PROGRAM                                               _____________________________ _____.0%   __________________________ _____.0%
                         DCA Program Options          _____________________________ _____.0%   __________________________ _____.0%
Authorized by Owner      [_] 6 month program          _____________________________ _____.0%   __________________________ _____.0%
Signature in Section 11. [_] 2 month program          _____________________________ _____.0%   __________________________ _____.0%
                         Number of transfers _____    _____________________________ _____.0%   __________________________ _____.0%
                         Other Frequency Options      _____________________________ _____.0%   __________________________ _____.0%
                         [_] Monthly (6 min, 24 max)  _____________________________ _____.0%   __________________________ _____.0%
                         [_] Quarterly (4 min, 8 max) _____________________________ _____.0%   __________________________ _____.0%
                                                                                                                       Total:  100%
- -----------------------------------------------------------------------------------------------------------------------------------
8. OTHER                 Family Income Protector Option:
                         [_]  No  [_]  Yes  (Available at an additional cost, see prospectus)
Please complete.

- -----------------------------------------------------------------------------------------------------------------------------------
9. REPLACEMENT           Will this annuity replace or change any existing annuity of life insurance?  [_]  No    [_] Yes (If Yes,
INFORMATION              complete the following)
                         Company:                                                                     Policy No.:
                         ----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
10. SIGNATURE(S)         . Unless I have notified the Company of a community or marital property interest in this certificate, the
OF AUTHORIZATION           Company will rely on a good faith belief that no such interest exists and will assume no responsibility
ACCEPTANCE                 for injury.

                         . To the best of my knowledge and belief, my answers to the questions on this application are correct and
                           true, and I agree that this application becomes a part of the annuity certificate when issued to me.

                         . I (we) am in receipt of a current prospectus for this variable annuity.

                         . This application is subject to acceptance by PFL Life. If this application is rejected for any reason,
                           PFL Life will be liable only for return of premiums paid.

                         [_] Check here if you want to be sent a copy of Statement of Additional Information.

                         I HAVE REVIEWED MY EXISTING ANNUITY COVERAGE AND FIND THIS COVERAGE SUITABLE FOR MY NEEDS.

                         Signed at:  City:                              State:                          Date:
                         ----------------------------------------------------------------------------------------------------------
                         Owner(s):                                       Annuitant (if not Owner):
                         ----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
11. AGENT                Do you have any reason to believe the annuity for will replace or change any existing annuity or life
INFORMATION              insurance?  [_]  No  [_]  Yes

                         I HAVE REVIEWED THE APPLICANT'S EXISTING ANNUITY COVERAGE AND FIND THIS COVERAGE IS SUITABLE FOR HIS/HER
                         NEEDS.

                         Registered  Representative/ Licensed
                         Agent Name (please  print):                                   Signature:
                         ----------------------------------------------------------------------------------------------------------
                         Phone No.:                              SS#/TIN [_][_][_]-[_][_]-[_][_][_][_] [_]   [_] A  [_] B   [_] C
                         --------------------------------------
                         PFL Life Agent #:
                         ----------------------------------------------------------------------------------------------------------
                         Firm Name:
                         ----------------------------------------------------------------------------------------------------------
                         Firm Address:
                         ----------------------------------------------------------------------------------------------------------
</TABLE>

VA-APP R799 B


<PAGE>

                                EXHIBIT (8)(c)
                                --------------


                     AMENDMENT TO PARTICIPATION AGREEMENT
<PAGE>

                                    AMENDED
                                    -------
                                   SCHEDULE A
                                   ----------

                            EFFECTIVE JUNE 1, 1999

               Account(s), Policy(ies) and Portfolio(s) Subject
                        To the Participation Agreement
                                     Among
                            Endeavor Series Trust,
                          Endeavor Management Company,
                                      And
                           PFL Life Insurance Company


Accounts:    PFL Endeavor Variable Annuity Account
- --------
             AUSA Endeavor Variable Annuity Account
             Peoples Benefit Life Insurance Company
                     Separate Account V
             Peoples Benefit Life Insurance Company
                     Separate Account C
             PFL Endeavor Variable Life Account
             PFL Life Variable Annuity Account C

Policies:    The Endeavor Variable Annuity
- --------
             The Endeavor Platinum Variable Annuity
             The AUSA Endeavor Variable Annuity
             The Advisor's Edge Variable Annuity
             The Endeavor Variable Life
             The Endeavor Generations Plus Variable Annuity

Portfolios:  Endeavor Asset Allocation
- ----------
             Endeavor Money Market
             T. Rowe Price Equity Income
             T. Rowe Price Growth Stock
             T. Rowe Price International Stock
             Endeavor Value Equity
             Endeavor Opportunity Value
             Endeavor Enhanced Index
             Dreyfus U.S. Government Securities
             Dreyfus Small Cap Value
             Endeavor Select 50
             Endeavor High Yield
             Endeavor Janus Growth Portfolio

                                                    Approved:
                                                    --------

Endeavor Management Co.                             PFL Life Insurance Company


By: /s/ Vincent J. McGuinness,                      By: /s/ William L. Busler
   ------------------------------                      -------------------------
   Vincent J. McGuinness, Jr.                          William L. Busler

Title:  President                                   Title:  President
      ----------------------------                        ----------------------

Date:   June 24, 1999                               Date:   June 24, 1999
     ------------------------------                      -----------------------
<PAGE>

AUSA Life Insurance Company, Inc.            Endeavor Series Trust


By: /s/ William L. Busler                    By: /s/ Vincent J. McGuinness, Jr.
   ----------------------                       -------------------------------
   William L. Busler                            Vincent J. McGuinness, Jr.

Title: Vice President                        Title: President
      -------------------                          ----------------------------

Date:  June 24, 1999                         Date:  June 24, 1999
     --------------------                         -----------------------------


Peoples Benefit Life Insurance Company


By: /s/ Larry N. Norman
   ----------------------

Title:  Vice President
      -------------------

Date:  June 24, 1999
     --------------------

                                       2

<PAGE>

                                  EXHIBIT (9)
                                  -----------

                        OPINION AND CONSENT OF COUNSEL
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]

June 7, 1999

PFL Life Insurance Company
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499-0001

Dear Sir/Madam:

With reference to the Registration Statement on Form N-4 by PFL Life Insurance
Company and PFL Life Variable Annuity Account C with the Securities and Exchange
Commission covering extra credit variable annuity contracts, I have examined
such documents and such law as I considered necessary and appropriate, and on
the basis of such examination, it is my opinion that:

1.   PFL Life Insurance Company is duly organized and validly existing under the
     laws of the State of Iowa and has been duly authorized to issue immediate
     variable annuity contracts by the Department of Insurance of the State of
     Iowa.

2.   PFL Variable Annuity Account C is a duly authorized and existing separate
     account established pursuant to the provisions of Section 508A.1 of the
     Iowa Insurance Code.

3.   The Generations Plus Variable Annuity Contracts, when issued as
     contemplated by said Form N-4 Registration Statement, will constitute
     legal, validly issued and binding obligations of PFL Life Insurance
     Company.

I hereby consent to the filing of this opinion as an exhibit to said N-4
Registration Statement.

Very truly yours,

PFL LIFE INSURANCE COMPANY

/s/ Frank A. Camp

Frank A. Camp
Division General Counsel
Financial Markets Division

<PAGE>

                                EXHIBIT (10)(b)
                                ---------------


                        OPINION AND CONSENT OF ACTUARY
<PAGE>

            [LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]


June 7, 1999


PFL Life Insurance Company
4333 Edgewood Road NE
Cedar Rapids, Iowa 52499-0001

Re:  PFL Life Variable Annuity Account C Registration on Form N-4
     SEC File No. 333-_______

Dear Sir/Madam:

With regard to the above registration statement, I have examined such documents
and made such inquiries as I have deemed necessary and appropriate, and on the
basis of such examination, have the following opinions:

Fees and charges deducted under the PFL Endeavor Generations Plus Variable
Annuity policies are those deemed necessary to appropriately reflect:

(1)   the expenses incurred in the acquisition and distribution of the Policies,

(2)   the expenses associated with the development and servicing of the
      policies,

(3)   the assumption of certain risks arising from the operation and management
      of the Policies and that provides for a reasonable margin of  profit.

Fees and charges assessed include:

(i)   Service Charge and Administrative Charge

(ii)  Contingent Deferred Sales Change (Surrender Charge)

(iii) Mortality and Expense Risk Free (M & E)

(iv)  Taxes (including Premium and other Taxes if applicable)

The magnitude of each of the individual charges listed above in (i) through (iv)
is established in the pricing of the PFL Endeavor Generations Plus Variable
Annuity, to achieve a reasonable Return on Investment (ROI), which is within the
range of industry practice with respect to comparable variable annuity products.
<PAGE>

PFL Life Insurance Company
Page 2
June 7, 1999


In the process of determining the reasonable ROI, each individual charge is also
established within the reasonable range of industry practice. For example, in
conjunction with the pricing process the company has analyzed publicly available
information pertaining to similar industry products, taking into consideration
such factors as current charge levels, the existence of charge level guarantees,
and guaranteed annuity rates. The methodology and results of the comparative
surveys included in this analysis are maintained at the company's administrative
offices.

Except by coincidence, it is not expected that actual charges assessed in a
given year would exactly offset actual expenses incurred. Acquisition expenses
(as well as major product and/or systems development expenses) are incurred "up
front" and recovered, with a reasonable profit margin, through future years'
charges. In addition, the company cannot increase certain charges under the
Policies in the pricing process.

Therefore, in my opinion, the fees and charges deducted under the Policies, in
the aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the company.

I hereby consent to the use of this opinion, which is included as an Exhibit to
the Registration Statement.



/s/ Calvin R. Birkey
- ---------------------------
Calvin R. Birkey, FSA, MAAA
Managing Actuary
PFL Life Insurance Company


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission