BMA VARIABLE ANNUITY ACCOUNT A
485BPOS, 1999-12-29
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                                                            File Nos. 333-32887
                                                                      811-08325
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 [ ]
      Pre-Effective Amendment No. ___                                   [ ]
      Post-Effective Amendment No. _7__                                 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940         [ ]
      Amendment No. _8__                                                [X]

                        (Check appropriate box or boxes.)

     BMA Variable Annuity Account A
     -------------------------------
     (Exact Name of Registrant)

     Business Men's Assurance Company of America
     -------------------------------------------
     (Name of Depositor)

     700 Karnes Boulevard, Kansas City, Missouri                     64108
     ------------------------------------------------------------   ----------
     (Address of Depositor's Principal Executive Offices)           (Zip Code)

Depositor's Telephone Number, including Area Code  (816) 753-8000

     Name and Address of Agent for Service

     David A. Gates
     Business Men's Assurance Company of America
     700 Karnes Blvd.
     Kansas City, Missouri 64108

     Copies to:
          Judith A. Hasenauer
          Blazzard, Grodd & Hasenauer, P.C.
          P.O. Box 5108
          Westport, CT  06881
          (203) 226-7866

It is proposed that this filing will become effective:

     __X__ immediately upon filing pursuant to paragraph (b) of Rule 485
     _____ on (date) pursuant to paragraph (b) of Rule 485
     _____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
     _____ on (date) pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following:

     _____ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Title of Securities Being Registered:

Individual Flexible Purchase Payment Deferred Variable Annuity Contracts


                              CROSS REFERENCE SHEET

                             (required by Rule 495)

<TABLE>
<CAPTION>
ITEM NO.                                                                  Location
<S>                                                                       <C>

                                           PART A

Item 1.          Cover Page                                               Cover Page

Item 2.          Definitions                                              Index of Special Terms

Item 3.          Synopsis                                                 Summary

Item 4.          Condensed Financial Information                          Appendix

Item 5.          General Description of Registrant,
                 Depositor, and Portfolio Companies                       Other Information -
                                                                          BMA; The Separate
                                                                          Account; Investors Mark Series
                                                                          Fund, Inc.; Berger Institutional
                                                                          Products Trust; American Century
                                                                          Variable Portfolios, Inc.; Dreyfus
                                                                          Stock Index Fund; Dreyfus Variable
                                                                          Investment Fund; Lazard Retirement
                                                                          Series, Inc.; INVESCO Variable
                                                                          Investment Funds, Inc.

Item 6.          Deductions and Expenses                                  Expenses

Item 7.          General Description of Variable
                 Annuity Contracts                                        The Annuity Contract

Item 8.          Annuity Period                                           Annuity Payments
                                                                          (The Income Phase)

Item 9.          Death Benefit                                            Death Benefit

Item 10.         Purchases and Contract Value                             Purchase

Item 11.         Redemptions                                              Access to Your Money

Item 12.         Taxes                                                    Taxes

Item 13.         Legal Proceedings                                        None

Item 14.         Table of Contents of the Statement
                 of Additional Information                                Table of Contents of the
                                                                          Statement of Additional
                                                                          Information
</TABLE>


                              CROSS REFERENCE SHEET

                             (required by Rule 495)

<TABLE>
<CAPTION>
ITEM NO.                                                                        LOCATION
<S>                                                                             <C>
                                           PART B

Item 15.            Cover Page                                                  Cover Page

Item 16.            Table of Contents                                           Table of Contents

Item 17.            General Information and History                             Company

Item 18.            Services                                                    Not Applicable

Item 19.            Purchase of Securities Being Offered                        Not Applicable

Item 20.            Underwriters                                                Distribution

Item 21.            Calculation of Performance Data                             Performance Information

Item 22.            Annuity Payments                                            Annuity Provisions

Item 23.            Financial Statements                                        Financial Statements
</TABLE>

                                     PART C

Information required to be included in Part C is set forth under the appropriate
Item so numbered in Part C to this Registration Statement.




                                     PART A


                         THE FIXED AND VARIABLE ANNUITY

                                    ISSUED BY

                         BMA VARIABLE ANNUITY ACCOUNT A

                                       AND

                   BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA

     This prospectus  describes the Fixed and Variable  Annuity Contract offered
by Business Men's Assurance Company of America (BMA).

     The annuity contract has 19 investment  choices-2 FIXED ACCOUNT options and
17 INVESTMENT  PORTFOLIOS listed below. The 17 INVESTMENT PORTFOLIOS are part of
Investors Mark Series Fund, Inc., Berger Institutional  Products Trust, American
Century Variable  Portfolios,  Inc.,  Dreyfus Stock Index Fund, Dreyfus Variable
Investment Fund,  INVESCO Variable  Investment Funds, Inc. and Lazard Retirement
Series,  Inc. You can put your money in Fixed Account I, any currently available
GUARANTEE PERIOD of Fixed Account II and/or any of these INVESTMENT PORTFOLIOS.


INVESTORS MARK SERIES FUND, INC.

     MANAGED BY STANDISH, AYER & WOOD, INC.

          Intermediate Fixed Income Portfolio

          Mid Cap Equity Portfolio
          Money Market Portfolio

     The  Securities  and Exchange  Commission  has not approved or  disapproved
these  securities or determined if this prospectus is accurate or complete.  Any
representation to the contrary is a criminal offense.

     MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.

          Global Fixed Income Portfolio

     MANAGED BY STEIN ROE & FARNHAM INCORPORATED

          Small Cap Equity Portfolio

          Large Cap Growth Portfolio

     MANAGED BY DAVID L. BABSON & CO., INC.

          Large Cap Value Portfolio

     MANAGED BY LORD, ABBETT & CO.

          Growth & Income Portfolio

     MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.

          Balanced Portfolio


BERGER INSTITUTIONAL PRODUCTS TRUST

     MANAGED BY BBOI WORLDWIDE LLC

          Berger/BIAM IPT-International Fund


AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

     MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

          VP Income & Growth

          VP Value


DREYFUS STOCK INDEX FUND

     MANAGED  BY THE  DREYFUS  CORPORATION  (Index  Fund  Manager-Mellon  Equity
Associates)


DREYFUS VARIABLE INVESTMENT FUND

     MANAGED BY THE DREYFUS CORPORATION

          Disciplined Stock Portfolio


INVESCO VARIABLE INVESTMENT FUNDS, INC.

     MANAGED BY INVESCO FUNDS GROUP, INC.

          INVESCO VIF-High Yield Fund

          INVESCO  VIF-Equity  Income  Fund  (formerly,  INVESCO  VIF-Industrial
          Income Portfolio)

LAZARD RETIREMENT SERIES, INC.

     MANAGED BY LAZARD ASSET MANAGEMENT

          Lazard Retirement Small Cap Portfolio

     Please read this prospectus before investing and keep it on file for future
reference.  It contains  important  information about the BMA Fixed and Variable
Annuity Contract.

     To learn more about the BMA Fixed and Variable  Annuity  Contract,  you can
obtain a copy of the Statement of Additional  Information  (SAI) dated  December
29, 1999.  The SAI has been filed with the  Securities  and Exchange  Commission
(SEC)  and is  legally  a part  of  this  prospectus.  The  SEC  has a web  site
(http://www.sec.gov)  that contains the SAI, material incorporated by reference,
and other information regarding companies that file electronically with the SEC.
The Table of  Contents of the SAI is on Page __ of this  prospectus.  For a free
copy of the SAI, call us at 1-800-423-9398 or write us at: 9735 Landmark Parkway
Drive, St. Louis, MO 63127-1690.

     The Contracts:

     *  are not bank deposits

     *  are not federally insured

     *  are not endorsed by any bank or government agency

     *  are not guaranteed and may be subject to loss of principal

     This prospectus is not an offering of the securities in any state, country,
or  jurisdiction  in which we are not authorized to sell these  securities.  You
should rely only on the information contained in this prospectus or that we have
referred you to. We have not authorized  anyone to provide you with  information
that is different.

   December 29, 1999

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                         Page
<S>                                                                                                          <C>
INDEX OF SPECIAL TERMS.................................................................................      4
SUMMARY................................................................................................      4
FEE TABLE..............................................................................................      6
EXAMPLES...............................................................................................      8
1. THE ANNUITY CONTRACT................................................................................     13
2. ANNUITY PAYMENTS (THE INCOME PHASE).................................................................     14
3. PURCHASE............................................................................................     16
     Purchase Payments.................................................................................     16
     Allocation of Purchase Payments...................................................................     16
     Accumulation Units................................................................................     16
4. INVESTMENT OPTIONS..................................................................................     17
     Transfers.........................................................................................     19
     Dollar Cost Averaging Option......................................................................     20
     Asset Rebalancing Option..........................................................................     20
     Asset Allocation Option...........................................................................     21
     Voting Rights.....................................................................................     21
     Substitution......................................................................................     21
5. EXPENSES............................................................................................     21
     Coverage Charge...................................................................................     21
     Contract Maintenance Charge.......................................................................     22
     Withdrawal Charge.................................................................................     22
     Waiver of Withdrawal Charge Benefits..............................................................     23
     Reduction or Elimination of the Withdrawal Charge.................................................     23
     Premium Taxes.....................................................................................     24
     Transfer Fee......................................................................................     24
     Income Taxes......................................................................................     24
     Investment Portfolio Expenses.....................................................................     24
6. TAXES...............................................................................................     24
     Annuity Contracts in General......................................................................     24
     Qualified and Non-Qualified Contracts.............................................................     25
     Withdrawals-Non-Qualified Contracts...............................................................     25
     Withdrawals-Qualified Contracts...................................................................     25
     Death Benefits....................................................................................     25
     Diversification...................................................................................     25
7. ACCESS TO YOUR MONEY................................................................................     26
     Automatic Withdrawal Program......................................................................     26
     Minimum Distribution Program......................................................................     27
     Suspension of Payments or Transfers...............................................................     27
8. PERFORMANCE.........................................................................................     27
9. DEATH BENEFIT.......................................................................................     28
     Upon Your Death...................................................................................     28
     Death of Annuitant................................................................................     30
10.  OTHER INFORMATION.................................................................................     30
     BMA...............................................................................................     30
     Year 2000.........................................................................................     30
     The Separate Account..............................................................................     30
     Distributor.......................................................................................     30
     Administration....................................................................................     31
     Ownership.........................................................................................     31
     Beneficiary.......................................................................................     31
     Assignment........................................................................................     31
     Financial Statements..............................................................................     31
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION...........................................     31
APPENDIX A-CONDENSED FINANCIAL INFORMATION.............................................................    A-1
APPENDIX B-ADDITIONAL DEATH BENEFIT OPTION.............................................................    B-1
</TABLE>

<TABLE>
<CAPTION>
                             INDEX OF SPECIAL TERMS

     We have written this prospectus to make it as  understandable  as possible.
By the very nature of the contract,  however,  certain  technical words or terms
are  unavoidable  and need an  explanation.  We have identified the following as
some of these words or terms.  They appear  capitalized in the text and the page
that is indicated  below is where we believe you will find the best  explanation
for the word or term.

                                                                                                          Page
<S>                                                                                                        <C>
Accumulation Phase.....................................................................................    13
Accumulation Unit......................................................................................    16
Annuitant..............................................................................................    14
Annuity Date...........................................................................................    14
Annuity Options........................................................................................    15
Annuity Payments.......................................................................................    14
Annuity Unit...........................................................................................    16
Beneficiary............................................................................................    31
Fixed Account..........................................................................................    13
Guarantee Period.......................................................................................    13
Income Phase...........................................................................................    13
Investment Portfolios..................................................................................    17
Joint Owner............................................................................................    31
Non-Qualified..........................................................................................    25
Owner..................................................................................................    31
Purchase Payment.......................................................................................    16
Qualified..............................................................................................    25
Tax Deferral...........................................................................................    13
</TABLE>


                                     SUMMARY

     The  sections in this  summary  correspond  to sections in this  prospectus
which discuss the topics in more detail.

     The Annuity  Contract:  The fixed and variable  annuity contract offered by
BMA  provides a means for  investing  on a  tax-deferred  basis in two BMA fixed
accounts  (available  in most  states)  and the 17  INVESTMENT  PORTFOLIOS.  The
contract  is  intended  for  retirement  savings or other  long-term  investment
purposes and provides for a death benefit and guaranteed income options.

     Annuity Payments:  If you want to receive regular income from your annuity,
you can choose one of the ANNUITY OPTIONS BMA offers.  You can choose whether to
have payments come from our general account, the available INVESTMENT PORTFOLIOS
or  both.  If you  choose  to have  any  part of your  payments  come  from  the
INVESTMENT PORTFOLIOS, the dollar amount of your payments may go up or down.

     Purchase:  You  can buy the  contract  with  $10,000  or  more  under  most
circumstances.  You  can add  $1,000  or more  any  time  you  like  during  the
ACCUMULATION PHASE.

     Investment  Options:  You can put your  money  into the BMA FIXED  ACCOUNTS
and/or the INVESTMENT  PORTFOLIOS.  The returns on the INVESTMENT PORTFOLIOS are
not guaranteed.  You can lose money. You can make transfers  between  investment
options.

     Expenses:  The contract has insurance features and investment features, and
there are costs related to each.

     Each  year,  BMA  deducts  a $35  contract  maintenance  charge  from  your
contract.  BMA currently waives this charge during the ACCUMULATION PHASE if the
value of your contract is at least $100,000.

     BMA deducts a coverage charge which varies  depending upon (if you purchase
the  contract on or after May 3, 1999)  whether you elect the  additional  death
benefit option (ADBO).

     The charge is equal, on an annual basis, to the following  amounts invested
in an INVESTMENT PORTFOLIO:

     If you elect ADBO                1.45%

     If you do not elect ADBO         1.25%

     In  certain  states,  the  ADBO  may  not be  available  (check  with  your
registered representative).  If you bought your contract before May 3, 1999, the
ADBO is not available.

     If you take money out of the contract,  BMA may assess a withdrawal  charge
against each PURCHASE PAYMENT  withdrawn.  The withdrawal charge starts at 7% in
the first year and declines to 0% after 7 years.

     There are also daily  investment  charges which range,  on an annual basis,
from  .26% to 1.25% of the  average  daily  value of the  INVESTMENT  PORTFOLIO,
depending upon the INVESTMENT PORTFOLIO.

     Taxes:  Your  earnings  are not taxed  until you take them out. If you take
money out during the ACCUMULATION  PHASE,  earnings come out first and are taxed
as income.  If you are  younger  than 591/2 when you take money out,  you may be
charged a 10% federal tax penalty.

     Access to Your Money:  You can take money out of your  contract  during the
ACCUMULATION  PHASE.  Withdrawals may be subject to a withdrawal charge. You may
also have to pay income tax and a tax penalty on any money you take out.

     Death Benefit: If you die before moving to the INCOME PHASE, the person you
have chosen as a BENEFICIARY will receive a death benefit.

     Free-Look:  You can cancel the contract  within 10 days after  receiving it
(or  whatever  period is required in your  state).  BMA will refund the value of
your contract on the day it receives  your request to cancel the contract.  This
may be more or less than your original  payment.  In certain  states,  or if you
have purchased the contract as an individual retirement annuity, BMA will refund
the greater of your PURCHASE  PAYMENT or contract value. BMA will put your money
in the Money Market Portfolio for 15 days (or the period required in your state)
during the free-look period.

                                    FEE TABLE

     The purpose of the Fee Table is to show you the various  expenses  you will
incur directly or indirectly with the contract.  The Fee Table reflects expenses
of the Separate Account as well as the INVESTMENT PORTFOLIOS.


OWNER TRANSACTION EXPENSES

     Withdrawal Charge (as a percentage of PURCHASE PAYMENT withdrawn) (See Note
1 on page 13)

<TABLE>
<CAPTION>
     Number of Complete Years                                                                         Withdrawal
<S>     <C>                                                                                                    <C>
        0...........................................................................................           7%
        1...........................................................................................           6%
        2...........................................................................................           5%
        3...........................................................................................           4%
        4...........................................................................................           3%
        5...........................................................................................           2%
        6...........................................................................................           1%
        7 and thereafter............................................................................           0%
</TABLE>


     Transfer Fee (see Note 2 on page 13)

     No charge for first 12 transfers in a contract year during the ACCUMULATION
     PHASE and no charge for four transfers in a contract year during the INCOME
     PHASE; thereafter, the fee is $25 per transfer.

CONTRACT MAINTENANCE CHARGE (see Note 3 on page 13)  . $35 per contract per year

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

     Mortality  and Expense Risk Fees and Account Fees and Expenses  (See Note 4
     on page 13).

<TABLE>
<CAPTION>
<S>                                                                           <C>
If you elect Additional Death Benefit Option........................          1.45%

If you do not elect Additional Death Benefit Option.................          1.25%
</TABLE>

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO EXPENSES
(as a  percentage  of the average  daily net assets of an  INVESTMENT  PORTFOLIO  for the most recent  fiscal year,
except as noted)

                                                                                                         Total Annual
                                                                                Other Expenses        Portfolio Expenses
                                                                                (After Expense          (After Expense
                                                                                Reimbursement             Reimbursement
                                                    Management        12b-1     with Respect to         with Respect to
                                                       Fees            Fees     Certain Portfolios)   Certain Portfolios)

INVESTORS MARK SERIES FUND, INC.(a)


<S>                                                       <C>                      <C>               <C>
    Intermediate Fixed Income Portfolio.............      .60%         -           .20%              .80%


    Mid Cap Equity Portfolio........................      .80%         -           .10%              .90%


    Money Market Portfolio..........................      .40%         -           .10%              .50%


    Global Fixed Income Portfolio...................      .75%         -           .25%              1.00%


    Small Cap Equity Portfolio......................      .95%         -           .10%              1.05%


    Large Cap Growth Portfolio......................      .80%         -           .10%              .90%


    Large Cap Value Portfolio.......................      .80%         -           .10%              .90%


    Growth & Income Portfolio.......................      .80%         -           .10%              .90%


    Balanced Portfolio..............................      .80%         -           .10%              .90%


BERGER INSTITUTIONAL PRODUCTS TRUST


    Berger/BIAM IPT-International Fund(b)...........      .00%         -          1.20%              1.20%


AMERICAN CENTURY VARIABLE


    VP Value........................................     1.00%         -           .00%              1.00%


    VP Income & Growth..............................      .70%         -           .00%              .70%


DREYFUS STOCK INDEX FUND............................      .25%         -           .01%              .26%


DREYFUS VARIABLE INVESTMENT FUND


    Disciplined Stock Portfolio.....................      .75%         -           .13%              .88%


INVESCO VARIABLE INVESTMENT FUNDS,


    INVESCO VIF-High Yield Fund(c)..................      .60%         -           .47%              1.07%


    INVESCO VIF-Equity Income Fund(c)(d)............      .75%         -           .18%              .93%


LAZARD RETIREMENT SERIES, INC.


    Lazard Retirement Small Cap Portfolio(e)........      .75%       .25%          .25%              1.25%
<FN>
(a)  Investors  Mark Advisors,  LLC  voluntarily  agreed to reimburse  expenses of each Portfolio of Investors Mark
     Series Fund,  Inc. for the year ended  December 31, 1998 and will  continue this  arrangement  until April 30,
     2000 so that the annual  expenses do not exceed the amounts set forth  above under  ''Total  Annual  Portfolio
     Expenses'' for each Portfolio.  Absent such expense  reimbursement,  the Total Annual  Portfolio  Expenses for
     the year ended  December  31, 1998 were:  2.89% for the Money  Market  Portfolio;  1.97% for the  Intermediate
     Fixed Income Portfolio;  1.47% for the Global Fixed Income Portfolio;  2.38% for the Mid Cap Growth Portfolio;
     1.59% for the  Balanced  Portfolio;  1.75% for the Growth & Income  Portfolio;  2.29% for the Small Cap Equity
     Portfolio; 1.66% for the Large Cap Growth Portfolio; and 1.55% for the Large Cap Value Portfolio.
(b)  BBOI Worldwide LLC has agreed to waive its advisory fee and reimburse the Berger/BIAM  IPT-International  Fund
     for  additional  expenses to the extent that normal  operating  expenses  in any fiscal  year,  including  the
     management fee but excluding brokerage commissions,  interest,  taxes and extraordinary  expenses, of the Fund
     exceed 1.20% of the Fund's  average  daily net assets.  Absent the  voluntary  waiver and  reimbursement,  the
     management  fee for the Fund would be .90% and its ''Total  Annual  Portfolio  Expenses''  are estimated to be
     2.85%.
(c)  The Fund's  actual  Total  Annual  Fund  Operating  Expenses  were lower than the  figures  shown  because its
     transfer  agent and/or  custodian  fees were reduced  under  expense  offset  arrangements.  Because of an SEC
     requirement, the figures shown do not reflect these reductions.
(d)  Certain  expenses of the Fund are being  absorbed  voluntarily  by INVESCO  Funds  Group,  Inc.  pursuant to a
     commitment  to the Fund. In the absence of such  absorption,  Other  Expenses and Total Annual Fund  Operating
     Expenses  for the year ended  December  31, 1998 were .42% and 1.17%,  respectively.  This  commitment  may be
     changed at any time following consultation with the board of directors.
(e)  Lazard Asset  Management,  Inc.,  the Fund's  investment  adviser,  has  voluntarily  agreed to reimburse  all
     expenses  through  December 31, 1999 to the extent total annual  portfolio  expenses exceed in any fiscal year
     1.25% of the Portfolio's  average daily net assets.  Total annual  portfolio  expenses prior to waivers and/or
     reimbursements  by the  investment  manager  totaled 16.20% for the Lazard  Retirement  Small Cap Portfolio at
     December 31, 1998.
</FN>
</TABLE>


                                  EXAMPLES

     There are two sets of examples below.

o        Example 1 assumes you elect the Additional Death Benefit Option (ADBO).

o        Example 2 assumes you do not elect the ADBO.


     Premium taxes are not reflected.  Premium taxes may apply  depending on the
state where you live.

     The assumed average contract size is $60,000.

     The examples  should not be considered a  representation  of past or future
expenses. Actual expenses may be greater or less than those shown.

<TABLE>
<CAPTION>
EXAMPLE 1:

     You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5% annual  return on assets  and
assuming you elect the ADBO:

     (a)  if you surrender the contract at the end of each time period;
     (b)  if you do not  surrender the contract or if your  contract  value is applied to an ANNUITY  OPTION with a
          life contingency or another ANNUITY OPTION with an ANNUITY PAYMENT period of more than 5 years.


                                                                                    Time Periods


                                                                     1 Year     3 Years     5 Years    10 Years


INVESTORS MARK SERIES FUND, INC.


<S>                                                                   <C>         <C>         <C>        <C>
    Intermediate Fixed Income Portfolio..........................   a)$ 77.79   a)$109.40   a)$143.85  a)$269.56


                                                                    b)$ 23.94   b)$ 73.72   b)$126.12  b)$269.56


    Mid Cap Equity Portfolio.....................................   a)$ 78.82   a)$112.49   a)$148.99  a)$279.79


                                                                    b)$ 24.97   b)$ 76.80   b)$131.26  b)$279.79


    Money Market Portfolio.......................................   a)$ 74.68   a)$100.06   a)$128.25  a)$238.19


                                                                    b)$ 20.86   b)$ 64.42   b)$110.56  b)$238.19


    Global Fixed Income Portfolio................................   a)$ 79.85   a)$115.58   a)$154.11  a)$289.90


                                                                    b)$ 25.99   b)$ 79.87   b)$136.37  b)$289.90


    Small Cap Equity Portfolio...................................   a)$ 80.37   a)$117.12   a)$156.66  a)$294.92


                                                                    b)$ 26.51   b)$ 81.40   b)$138.91  b)$294.92


    Large Cap Growth Portfolio...................................   a)$ 78.82   a)$112.49   a)$148.99  a)$279.79


                                                                    b)$ 24.97   b)$ 76.80   b)$131.26  b)$279.79


    Large Cap Value Portfolio....................................   a)$ 78.82   a)$112.49   a)$148.99  a)$279.79


                                                                    b)$ 24.97   b)$ 76.80   b)$131.26  b)$279.79


    Growth & Income Portfolio....................................   a)$ 78.82   a)$112.49   a)$148.99  a)$279.79


                                                                    b)$ 24.97   b)$ 76.80   b)$131.26  b)$279.79


    Balanced Portfolio...........................................   a)$ 78.82   a)$112.49   a)$148.99  a)$279.79


                                                                    b)$ 24.97   b)$ 76.80   b)$131.26  b)$279.79


BERGER INSTITUTIONAL PRODUCTS TRUST


    Berger/BIAM IPT-International Fund...........................   a)$ 81.91   a)$121.72   a)$164.27  a)$309.81


                                                                    b)$ 28.04   b)$ 85.99   b)$146.50  b)$309.81


AMERICAN CENTURY VARIABLE PORTFOLIOS,


    VP Value.....................................................    a)$79.85   a)$115.58   a)$154.11  a)$289.90


                                                                     b)$25.99   b)$ 79.87   b)$136.37  b)$289.90


    VP Income & Growth...........................................    a)$76.75   a)$106.30   a)$138.68  a)$259.21


                                                                     b)$22.92   b)$ 70.63   b)$120.96  b)$259.21


DREYFUS STOCK INDEX FUND.........................................    a)$72.20   a)$ 92.53   a)$115.59  a)$212.34


                                                                     b)$18.39   b)$ 56.92   b)$ 97.93  b)$212.34


DREYFUS VARIABLE INVESTMENT FUND


    Disciplined Stock Portfolio..................................    a)$78.61   a)$111.87   a)$147.97  a)$277.75


                                                                     b)$24.76   b)$ 76.18   b)$130.23  b)$277.75


INVESCO VARIABLE INVESTMENT FUNDS, INC.


    INVESCO VIF-High Yield Fund..................................    a)$80.57   a)$117.73   a)$157.68  a)$296.92


                                                                     b)$26.71   b)$ 82.02   b)$139.93  b)$296.92


    INVESCO VIF-Equity Income Fund...............................    a)$79.13   a)$113.42   a)$150.53  a)$282.83


                                                                     b)$25.28   b)$ 77.72   b)$132.79  b)$282.83


LAZARD RETIREMENT SERIES, INC.


    Lazard Retirement Small Cap Portfolio........................    a)$82.42   a)$123.25   a)$166.80  a)$314.72


                                                                    b)$ 28.55   b)$ 87.51   b)$149.02  b)$314.72
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 2:

     You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5% annual  return on assets  and
assuming you do not elect the ADBO:

     (a)  if you surrender the contract at the end of each time period;
     (b)  if you do not  surrender the contract or if your  contract  value is applied to an ANNUITY  OPTION with a
          life contingency or another ANNUITY OPTION with an ANNUITY PAYMENT period of more than 5 years.


                                                                                     Time Periods


                                                                     1 Year     3 Years     5 Years    10 Years


INVESTORS MARK SERIES FUND, INC.


<S>                                                                   <C>         <C>         <C>         <C>
    Intermediate Fixed Income Portfolio..........................   a)$ 75.72   a)$103.18   a)$133.47   a)$248.75


                                                                    b)$ 21.89   b)$ 67.53   b)$115.77   b)$248.75


    Mid Cap Equity Portfolio.....................................   a)$ 76.75   a)$106.29   a)$138.67   a)$259.21


                                                                    b)$ 22.92   b)$ 70.63   b)$120.96   b)$259.21


    Money Market Portfolio.......................................   a)$ 72.61   a)$ 93.79   a)$117.71   a)$216.70


                                                                    b)$ 18.80   b)$ 58.17   b)$100.04   b)$216.70


    Global Fixed Income Portfolio................................   a)$ 77.79   a)$109.40   a)$143.85   a)$269.55


                                                                    b)$ 23.94   b)$ 73.72   b)$126.12   b)$269.55


    Small Cap Equity Portfolio...................................   a)$ 78.30   a)$110.95   a)$146.42   a)$274.68


                                                                    b)$ 24.46   b)$ 75.26   b)$128.69   b)$274.68


    Large Cap Growth Portfolio...................................   a)$ 76.75   a)$106.29   a)$138.67   a)$259.21


                                                                    b)$ 22.92   b)$ 70.63   b)$120.96   b)$259.21


    Large Cap Value Portfolio....................................   a)$ 76.75   a)$106.29   a)$138.67   a)$259.21


                                                                    b)$ 22.92   b)$ 70.63   b)$120.96   b)$259.21


    Growth & Income Portfolio....................................   a)$ 76.75   a)$106.29   a)$138.67   a)$259.21


                                                                    b)$ 22.92   b)$ 70.63   b)$120.96   b)$259.21


    Balanced Portfolio...........................................   a)$ 76.75   a)$106.29   a)$138.67   a)$259.21


                                                                    b)$ 22.92   b)$ 70.63   b)$120.96   b)$259.21


BERGER INSTITUTIONAL PRODUCTS TRUST


    Berger/BIAM IPT-International Fund...........................   a)$ 79.85   a)$115.58   a)$154.11   a)$289.90


                                                                    b)$ 25.99   b)$ 79.87   b)$136.36   b)$289.90


AMERICAN CENTURY VARIABLE PORTFOLIOS,


    VP Value.....................................................   a)$ 77.79   a)$109.40   a)$143.85   a)$269.55


                                                                    b)$ 23.94   b)$ 73.72   b)$126.12   b)$269.55


    VP Income & Growth...........................................   a)$ 74.68   a)$100.06   a)$128.25   a)$238.18


                                                                    b)$ 20.86   b)$ 64.42   b)$110.55   b)$238.18


DREYFUS STOCK INDEX FUND.........................................   a)$ 70.12   a)$ 86.21   a)$104.92   a)$190.28


                                                                    b)$ 16.32   b)$ 50.62   b)$ 87.28   b)$190.28


DREYFUS VARIABLE INVESTMENT FUND


    Disciplined Stock Portfolio..................................   a)$ 76.55   a)$105.67   a)$137.64   a)$257.13


                                                                    b)$ 22.71   b)$ 70.01   b)$119.92   b)$257.13


INVESCO VARIABLE INVESTMENT FUNDS, INC.


    INVESCO VIF-High Yield Fund..................................   a)$ 78.51   a)$111.56   a)$147.45   a)$276.73


                                                                    b)$ 24.66   b)$ 75.88   b)$129.72   b)$276.73


    INVESCO VIF-Equity Income Fund...............................   a)$ 77.06   a)$107.23   a)$140.23   a)$262.32


                                                                    b)$ 23.22   b)$ 71.56   b)$122.51   b)$262.32


LAZARD RETIREMENT SERIES, INC.


    Lazard Retirement Small Cap Portfolio........................   a)$ 80.37   a)$117.11   a)$156.66   a)$294.92


                                                                    b)$ 26.51   b)$ 81.40   b)$138.91   b)$294.92

    </TABLE>

 EXPLANATION OF FEE TABLE AND EXAMPLES

1.   After BMA has had a PURCHASE PAYMENT for 7 years, there is no charge by BMA
     for a withdrawal of that PURCHASE PAYMENT.  You may also have to pay income
     tax and a tax penalty on any money you take out.  The first 10% of contract
     value  withdrawn  is not subject to a  withdrawal  charge,  unless you have
     already made another withdrawal during that same contract year.

2.   BMA will not  charge  you the  transfer  fee even if there are more than 12
     transfers  in a year during the  ACCUMULATION  PHASE if the transfer is for
     the Dollar Cost  Averaging  Option,  the Asset  Allocation  Option or Asset
     Rebalancing Option.

3.   During the ACCUMULATION PHASE, BMA will not charge the contract maintenance
     charge if the value of your  contract is  $100,000  or more.  If you make a
     complete withdrawal and the contract value is less than $100,000,  BMA will
     charge  the  contract  maintenance  charge.  If you own  more  than one BMA
     contract, we will determine the total value of all the contracts (except in
     South  Carolina).  If the  total  value of all the  contracts  is more than
     $100,000,  we will not assess the contract  maintenance charge.  During the
     INCOME  PHASE,  BMA will deduct the contract  maintenance  charge from each
     ANNUITY PAYMENT on a pro rata basis.

4.   The coverage charge is an aggregate  charge which consists of mortality and
     expense risk fees and account  fees and expenses  which is referred to as a
     coverage charge throughout this prospectus and in your contract. The amount
     of the coverage  charge for your contract  depends upon , whether you elect
     the Additional Death Benefit Option.  If you purchased your contract before
     May 3, 1999,  the Additional  Death Benefit  Option is not available.  In
     certain states,  the Additional  Death Benefit Option may not be available.
     Check with your registered representative regarding availability.

     There  is  an  ACCUMULATION   UNIT  value  history   (Condensed   Financial
     Information) contained in Appendix A.


1.   THE ANNUITY CONTRACT

     This prospectus  describes the Fixed and Variable  Annuity Contract offered
by BMA.

     An annuity is a contract between you, the owner,  and an insurance  company
(in this case BMA),  where the insurance  company promises to pay you an income,
in the form of ANNUITY PAYMENTS,  beginning on a designated date that's at least
one year  after we issue  your  contract.  Until you  decide to begin  receiving
ANNUITY  PAYMENTS,  your annuity is in the  ACCUMULATION  PHASE.  Once you begin
receiving ANNUITY PAYMENTS, your contract switches to the INCOME PHASE.

     The contract  benefits from TAX DEFERRAL.  TAX DEFERRAL  means that you are
not taxed on earnings or  appreciation  on the assets in your contract until you
take money out of your contract.

     The contract is called a variable  annuity  because you can choose among 17
INVESTMENT  PORTFOLIOS and,  depending upon market  conditions,  you can make or
lose  money in any of these  portfolios.  If you  select  the  variable  annuity
portion of the contract,  the amount of money you are able to accumulate in your
contract during the ACCUMULATION  PHASE depends upon the investment  performance
of the INVESTMENT  PORTFOLIO(S)  you select.  The amount of the ANNUITY PAYMENTS
you receive  during the INCOME  PHASE from the variable  annuity  portion of the
contract  also  depends  upon  the  investment  performance  of  the  INVESTMENT
PORTFOLIOS you select for the INCOME PHASE.

     The contract also contains two FIXED ACCOUNT  options  (Fixed Account I and
Fixed Account II). The FIXED  ACCOUNTS  offer interest rates that are guaranteed
by BMA.  For  Fixed  Account  I,  an  interest  rate is set at the  time of each
PURCHASE  PAYMENT or transfer to the  account.  This  initial  interest  rate is
guaranteed for 12 months. Fixed Account II offers different GUARANTEE PERIODS. A
GUARANTEE  PERIOD is the time period for which an  interest  rate is credited in
Fixed Account II.  Currently,  the following  GUARANTEE  PERIODS are  available:
three years, five years, and seven years. Each PURCHASE PAYMENT or transfer to a
GUARANTEE  PERIOD has its own interest rate.  BMA  guarantees  that the interest
credited  to the  FIXED  ACCOUNT  options  will  not be less  than 3% per  year.
Currently,  if you  purchase  the contract on or after May 3, 1999 and elect the
Additional Death Benefit Option (ADBO),  the amount of interest we credit to any
amounts you have allocated to Fixed Account II will be reduced in  consideration
of the cost of the ADBO  accordingly.  If you make a withdrawal,  transfer or if
your  contract  switches  to the INCOME  PHASE  before the end of the  GUARANTEE
PERIOD you have selected,  an interest  adjustment  will be made to the value of
your contract.

     If you select either FIXED ACCOUNT  option,  your money will be placed with
the other general assets of BMA. If you select either FIXED ACCOUNT,  the amount
of money you are able to  accumulate in your  contract  during the  ACCUMULATION
PHASE depends upon the total interest  credited to your contract.  The amount of
the  ANNUITY  PAYMENTS  you  receive  during the INCOME  PHASE from the  general
account will remain level for the entire INCOME PHASE.

     As OWNER of the contract,  you exercise all rights under the contract.  You
can  change  the OWNER at any time by  notifying  BMA in  writing.  You and your
spouse can be named JOINT OWNERS (subject to state laws). We have described more
information on this in Section 10-Other Information.


2.   ANNUITY PAYMENTS (THE INCOME PHASE)

Annuity Date

     Under the contract you can receive regular income payments.  You can choose
the date on which those payments begin. We call that date the ANNUITY DATE. Your
first ANNUITY  PAYMENT will be made one month (or one modal period if you do not
choose monthly payments) after the ANNUITY DATE.

     We ask you to choose your ANNUITY DATE when you purchase the contract.  You
can change it at any time  before the  ANNUITY  DATE with 30 days  notice to us.
Your  ANNUITY  DATE  cannot  be any  earlier  than one year  after we issue  the
contract.


Annuity Payments

     ANNUITY  PAYMENTS  must  begin by the  later of the  first day of the first
calendar  month after the  ANNUITANT'S  95th birthday or 10 years after we issue
your  contract (or the maximum date allowed  under state law).  The ANNUITANT is
the person whose life we look to when we make ANNUITY PAYMENTS.  Currently,  the
amount of each  payment is  determined  ten  business  days prior to the payment
date. At the ANNUITY DATE, you can choose whether payments will come from:

o    a FIXED ACCOUNT, referred to as a fixed annuity,

o    the INVESTMENT PORTFOLIO(s)  available,  referred to as a variable annuity,
     or

o    a combination of both.

     If you choose to have any portion of your  ANNUITY  PAYMENTS  come from the
FIXED  ACCOUNTS,  Fixed  Accounts  I and II will be  terminated,  and the  fixed
annuity payments will be made from BMA's general account. The general account of
BMA  contains all of our assets  except the assets of the  Separate  Account and
other  separate  accounts we may have.  The dollar  amount of each fixed annuity
payment  will be  determined  in  accordance  with  the  annuity  tables  in the
contract.  If, on the ANNUITY  DATE,  we are using  annuity  payment  tables for
similar fixed annuity contracts which would provide a larger ANNUITY PAYMENT, we
will use those tables. Once determined,  the amount of the fixed annuity payment
will not change,  unless you transfer a portion of your variable annuity payment
into the fixed annuity. Up to four times each contract year you may increase the
amount of your fixed  annuity  payment  by a transfer  of all or portion of your
variable annuity payment to the fixed annuity  payment.  After the ANNUITY DATE,
you may not transfer any portion of the fixed annuity into the variable  annuity
payment.

     If you choose to have any portion of your  ANNUITY  PAYMENTS  come from the
INVESTMENT  PORTFOLIO(s),  the dollar  amount of the  initial  variable  annuity
payment  will  depend  upon  the  value  of  your  contract  in  the  INVESTMENT
PORTFOLIO(s)  and the annuity tables in the contract.  The dollar amount of this
variable annuity payment is not guaranteed to remain level.

     Each  variable  annuity  payment  will  vary  depending  on the  investment
performance of the  INVESTMENT  PORTFOLIO(s)  you have  selected.  A 3.5% annual
investment  rate is used in the annuity  tables in the  contract.  If the actual
performance of the INVESTMENT  PORTFOLIO(s)  you have selected equals 3.5%, then
the variable  annuity  payments will remain level. If the actual  performance of
the INVESTMENT  PORTFOLIO(s) you have selected exceeds the 3.5% assumption,  the
variable annuity payments will increase.  Conversely, if the performance is less
than the 3.5%, the variable annuity payments will decrease.

     ANNUITY  PAYMENTS  are made  monthly  unless you have less than  $10,000 to
apply toward a payment.  In that case, BMA may provide your ANNUITY PAYMENT in a
single lump sum. Likewise, if your ANNUITY PAYMENTS would be or become less than
$250 a month, BMA has the right to change the frequency of payments so that your
ANNUITY PAYMENTS are at least $250.


Annuity Options

     You can choose among income plans. We call those ANNUITY OPTIONS.

     You can select  and/or  change an  ANNUITY  OPTION at any time prior to the
ANNUITY  DATE  (with 30 days  notice to us).  If you do not  choose  an  ANNUITY
OPTION,  we will assume  that you  selected  Option 2 which will  provide a life
annuity  with  120  monthly  payments  guaranteed.  You  can  choose  one of the
following ANNUITY OPTIONS. Any other ANNUITY OPTION acceptable to us may also be
selected. After ANNUITY PAYMENTS begin, you cannot change the ANNUITY OPTION.

     OPTION 1. LIFE ANNUITY.  Under this option, we will make an ANNUITY PAYMENT
each month so long as the ANNUITANT is alive.  After the ANNUITANT dies, we stop
making ANNUITY PAYMENTS.

     OPTION 2. LIFE ANNUITY WITH 10 OR 20 YEARS  GUARANTEED.  Under this option,
we will make an ANNUITY  PAYMENT  each month so long as the  ANNUITANT is alive.
However,  if, when the ANNUITANT  dies,  we have made ANNUITY  PAYMENTS for less
than the  selected  guaranteed  period,  we will then  continue to make  ANNUITY
PAYMENTS  for the  rest of the  guaranteed  period  to the  BENEFICIARY.  If the
BENEFICIARY does not want to receive ANNUITY PAYMENTS,  he or she can ask us for
a single lump sum.

     OPTION 3. JOINT AND LAST SURVIVOR ANNUITY.  Under this option, we will make
ANNUITY  PAYMENTS  each month so long as the  ANNUITANT  and a second person are
both alive.  When either of these people dies,  we will continue to make ANNUITY
PAYMENTS,  so long as the survivor  continues to live. The amount of the ANNUITY
PAYMENTS we will make to the  survivor  can be equal to 100%,  75% or 50% of the
amount that we would have paid if both were alive.

     OPTION 4. JOINT AND LAST SURVIVOR  ANNUITY WITH 10 OR 20 YEARS  GUARANTEED.
Under  this  option,  we will make  ANNUITY  PAYMENTS  each month so long as the
ANNUITANT and a second person (joint ANNUITANT) are both alive. However, if when
the last  ANNUITANT  dies,  we have  made  ANNUITY  PAYMENTS  for less  than the
selected  guaranteed  period, we will then continue to make ANNUITY PAYMENTS for
the rest of the guaranteed  period to the  BENEFICIARY.  If the BENEFICIARY does
not want to receive  ANNUITY  PAYMENTS,  he or she can ask us for a single  lump
sum.

3.   PURCHASE

Purchase Payments

     A  PURCHASE  PAYMENT  is the  money  you give us to buy the  contract.  The
minimum we will accept for a NON-QUALIFIED  contract is $10,000.  If you buy the
contract as part of an Individual Retirement Annuity (IRA), the minimum PURCHASE
PAYMENT we will accept is $2,000. The maximum PURCHASE PAYMENTS we accept are $1
million without our prior approval. You can make additional PURCHASE PAYMENTS of
$1,000 or more.


Allocation of Purchase Payments

     When you purchase a contract, we will allocate your PURCHASE PAYMENT to:

o        Fixed Account I;

o        any currently available GUARANTEE PERIOD of Fixed Account II; and/or

o        one or more of the INVESTMENT PORTFOLIOS you have selected.

     If you make additional PURCHASE PAYMENTS, we will allocate them in the same
way as your first PURCHASE PAYMENT unless you tell us otherwise.  Any allocation
to Fixed  Account I or to any  GUARANTEE  PERIOD of Fixed  Account II must be at
least  $5,000.  Allocation  percentages  need  to  be  in  whole  numbers.  Each
allocation  must be at least 1%. Any allocation to an INVESTMENT  PORTFOLIO must
be at least $1,000. BMA reserves the right to decline any PURCHASE PAYMENT.

     At its discretion, BMA may refuse PURCHASE PAYMENTS into Fixed Account I or
Fixed  Account II if the total value of Fixed  Accounts I and II is greater than
or  equal  to 30% of the  value of your  contract  at the  time of the  PURCHASE
PAYMENT.

     Once we receive your  PURCHASE  PAYMENT and the necessary  information,  we
will issue your  contract  and allocate  your first  PURCHASE  PAYMENT  within 2
business  days.  If you do not give us all of the  information  we need, we will
contact you to get it. If for some reason we are unable to complete this process
within  5  business  days,  we will  either  send  back  your  money or get your
permission to keep it until we get all of the necessary information.  If you add
more money to your  contract by making  additional  PURCHASE  PAYMENTS,  we will
credit these amounts to your contract  within one business day. Our business day
closes when the New York Stock Exchange closes, usually 4:00 P.M. Eastern time.


Free Look

     If you change your mind about owning the contract, you can cancel it within
10 days after  receiving  it, or the period  required  in your  state.  When you
cancel the contract  within this time  period,  BMA will not assess a withdrawal
charge.  You will receive  back  whatever  your  contract is worth on the day we
receive your request.  In certain states,  or if you have purchased the contract
as  an  IRA,  we  will  refund  the  greater  of  your  PURCHASE  PAYMENT  (less
withdrawals) or the value of your contract if you decide to cancel your contract
within 10 days  after  receiving  it (or  whatever  period is  required  in your
state).  If that is the case,  we will put your  PURCHASE  PAYMENT  in the Money
Market  Portfolio for 15 days  beginning  when we allocate  your first  PURCHASE
PAYMENT.  (In some states, the period may be longer.) At the end of that period,
we will re-allocate those funds as you selected.

     Accumulation Units

     The value of the variable  annuity  portion of your  contract will go up or
down depending upon the  investment  performance of the INVESTMENT  PORTFOLIO(S)
you choose. In order to keep track of the value of your contract,  we use a unit
of measure we call an  ACCUMULATION  UNIT.  (An  ACCUMULATION  UNIT works like a
share of a mutual  fund.)  During the INCOME  PHASE of the  contract we call the
unit an ANNUITY UNIT.

     Every business day we determine the value of an ACCUMULATION  UNIT for each
of the INVESTMENT  PORTFOLIOS by multiplying the ACCUMULATION UNIT value for the
previous  business day by a factor for the current  business  day. The factor is
determined by:

     1.  dividing the value of an INVESTMENT  PORTFOLIO  share at the end of the
current  business  day by the  value of an  INVESTMENT  PORTFOLIO  share for the
previous business day; and

     2.  multiplying it by one minus the daily amount of the coverage charge and
any charges for taxes.

     The value of an ACCUMULATION UNIT may go up or down from business day to
business day.

     When you make a PURCHASE PAYMENT, we credit your contract with ACCUMULATION
UNITS.  The number of ACCUMULATION  UNITS credited is determined by dividing the
amount of the PURCHASE PAYMENT allocated to an INVESTMENT PORTFOLIO by the value
of the ACCUMULATION UNIT for that INVESTMENT PORTFOLIO.

     We  calculate  the  value  of an  ACCUMULATION  UNIT  for  each  INVESTMENT
PORTFOLIO after the New York Stock Exchange closes each day and then credit your
contract.


Example:

     On Monday we receive an additional PURCHASE PAYMENT of $4,000 from you. You
have told us you want this to go to the  Balanced  Portfolio.  When the New York
Stock  Exchange  closes  on that  Monday,  we  determine  that  the  value of an
ACCUMULATION UNIT for the Balanced Portfolio is $12.70. We then divide $4,000 by
$12.70 and credit your  contract on Monday  night with  314.960630  ACCUMULATION
UNITS for the Balanced Portfolio.


4.   INVESTMENT OPTIONS

     The  contract  offers 17  INVESTMENT  PORTFOLIOS  which are  listed  below.
Additional INVESTMENT PORTFOLIOS may be available in the future.

     Shares of the portfolios may be offered in connection with certain variable
annuity contracts and variable life insurance policies of various life insurance
companies  which may or may not be affiliated with BMA.  Certain  portfolios may
also be sold directly to qualified plans. The funds do not believe that offering
their shares in this manner will be disadvantageous to you.

     BMA may enter into certain arrangements under which it is reimbursed by the
INVESTMENT   PORTFOLIOS'  advisers,   distributors  and/or  affiliates  for  the
administrative services which it provides to the portfolios.

     The  investment  objectives  and  policies  of  certain  of the  Investment
Portfolios are similar to the investment objectives and policies of other mutual
funds that certain of the investment  advisers  manage.  Although the objectives
and policies may be similar, the investment results of the Investment Portfolios
may be  higher  or lower  than the  results  of such  other  mutual  funds.  The
investment  advisers  cannot  guarantee,  and make no  representation,  that the
investment  results of similar  funds will be  comparable  even though the funds
have the same investment  advisers.


You should read the  prospectuses  for these funds carefully  before  investing.
Copies of these  prospectuses  will be sent to you with your  contract.  Certain
portfolios  contained in the fund  prospectuses  may not be available  with your
contract.  Below are the  investment  objectives  of each  investment  portfolio
available  under the  contract.  There can be no assurance  that the  investment
objectives will be achieved.


INVESTORS MARK SERIES FUND, INC.

     Investors Mark Series Fund, Inc. is managed by Investors Mark Advisors, LLC
(Adviser),  which is an affiliate of BMA.  Investors Mark Series Fund, Inc. is a
mutual fund with multiple portfolios.  Each INVESTMENT PORTFOLIO has a different
investment objective. The Adviser has engaged sub-advisers to provide investment
advice  for the  individual  INVESTMENT  PORTFOLIOS.  The  following  INVESTMENT
PORTFOLIOS are available under the contract:

     Standish, Ayer & Wood, Inc. is the sub-adviser to the following portfolios:

          Intermediate Fixed Income Portfolio

          The goal of this  Portfolio  is a high  level of current  income  with
          stability  of  principal  and  liquidity.   The  Portfolio   seeks  to
          accomplish  this  by  investing  in  intermediate  term,  high-quality
          corporate and mortgage-backed  fixed income  investments.  The average
          maturity  of the  investments  in the  Portfolio  is five to  thirteen
          years.  The Portfolio also looks for other  opportunities to invest in
          securities that have the potential for capital  appreciation,  but are
          not likely to add risk to the Portfolio.

          Mid Cap Equity Portfolio

          The goal of the Portfolio is to achieve  long-term growth by investing
          in the common stock of mid-sized U.S. companies.

          Stocks must meet to criteria in order to be included in the Portfolio:

          o    they must have above-average growth potential and momentum, and

          o    they must be  undervalued,  or "cheap,"  relative to other stocks
               and the market as a whole.

          The  Portfolio's Adviser uses both  mathematical  models  and years of
          experience  in  individual  judgment  to make the  stock  buy and sell
          decisions for the Portfolio.

          Money Market Portfolio

          The goal of this  Portfolio is to earn the highest  possible  level of
          current income while preserving capital and maintaining liquidity.  It
          invests in  carefully  selected  short-term  fixed  income  securities
          issued by the U.S.  government  and its  agencies  and by other stable
          financial institutions.

          Standish International  Management Company, L.P. is the sub-adviser to
          the following portfolio:

          Global Fixed Income Portfolio

          The Portfolio's  objective is to maximize total return and to generate
          a market level return while  preserving  both liquidity and principal.
          Typically, assets are diversified across ten or more countries.

          Stein Roe & Farnham  Incorporated  is the sub-adviser to the following
          portfolios:

          Small Cap Equity Portfolio

          This  Portfolio  seeks  long-term  growth  by  investing  in small and
          medium-sized  entrepreneurially managed companies that the Portfolio's
          Adviser  believes  are selling at  attractive  prices and that enjoyed
          good management.

          Large Cap Growth Portfolio

          The goal of this  Portfolio is  long-term  capital  appreciation.  The
          Portfolio invests, under normal circumstances,  at least 65 percent of
          its total  assets in common  stocks and other  equity type  securities
          believed to have the  ability to  appreciate  in value over time.  The
          Portfolio's Adviser seeks to invest in companies that it believes have
          the potential to maintain their  competitive  advantages and to create
          wealth over a long period of time.

          David L.  Babson  & Co.,  Inc.  is the  sub-adviser  to the  following
          portfolio:

          Large Cap Value Portfolio

          The goal of this Portfolio is long-term  capital growth. It invests in
          common stocks that are seen as  undervalued,  or "cheap,"  relative to
          corporate  earnings,  dividends,  and/or  assets - striving to achieve
          above-average return with below average risk.

          Lord, Abbett & Co. is the sub-adviser to the following portfolio:

          Growth & Income Portfolio

          This Portfolio is value driven,  seeking  long-term  growth of capital
          and income without a lot of fluctuation in market value. It invests in
          large,  seasoned  companies  in  sound  financial  condition  that are
          expected to show above average price appreciation.

          Kornitzer Capital Management, Inc. is the sub-adviser to the following
          portfolio:

          Balanced Portfolio

          The goal of this Portfolio is both  long-term  capital growth and high
          current income. It invests in both stocks and fixed income securities.
          The balance of stocks and bonds in the  Portfolio  can change based on
          the Portfolio Adviser's view of economic  conditions,  interest rates,
          and stock prices. Generally, about one-third of the Portfolio's assets
          will  be  invested  in  common  stocks,  one-third  in  high  yielding
          corporate bonds, and one-third in convertible securities.  Convertible
          securities  offer current  income like a corporate  bond, but can also
          provide capital  appreciation  through their  conversion  feature (the
          right to convert to common stock).


BERGER INSTITUTIONAL PRODUCTS TRUST

     Berger  Institutional  Products  Trust  is  a  mutual  fund  with  multiple
portfolios, one of which, the Berger/ BIAM IPT-International Fund, is managed by
BBOI  Worldwide  LLC.  BBOI  Worldwide  LLC has retained  Bank of Ireland  Asset
Management  (U.S.) Limited  (''BIAM'') as subadviser.  The following  INVESTMENT
PORTFOLIO is available under the contract:

          Berger/BIAM IPT-International Fund

          The  goal  of this  Fund is  long-term  capital  appreciation  through
          investments  in  non-U.S.   equity   securities  of   well-established
          companies.  The  primary for focus of the fund is on  undervalued,  or
          "cheap,' stocks of mid-sized to large companies.

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

     American Century Variable Portfolios,  Inc. is a series of funds managed by
American Century Investment Management, Inc. The following INVESTMENT PORTFOLIOS
are available under the contract:

          VP Income & Growth

          This Portfolio  seeks dividend  growth,  current  income,  and capital
          appreciation by investing in a diversified  portfolio of U.S.  stocks.
          The Portfolio invests in mainly large company stocks, such as those in
          the Standard & Poors 500 Composite Stock Price Index (S&P 500), but it
          also may invest in the stocks of small and medium-size companies.  The
          management  team  strives  to  outperform  the S&P 500 over time while
          matching its risk characteristics.

          VP Value

          This Portfolio seeks long-term  capital growth as a primary  objective
          and income as a secondary  objective.  It invests in  well-established
          companies that the  Portfolio's  Adviser  believes are undervalued but
          financially sound.

DREYFUS STOCK INDEX FUND

     The Dreyfus Corporation serves as the Fund's manager. Dreyfus has hired its
affiliate,  Mellon Equity Associates,  to serve as the Fund's index fund manager
and provide day-to-day management of the Fund's investments.

     The objective of this  Portfolio is to match,  as closely as possible,  the
     performance  of the Standard & Poor's 500 Composite  Stock Price Index (S&P
     500) - the most widely accepted benchmark for market performance. To pursue
     this goal, the Fund  generally  invests in all 500 stocks in the S&P 500 in
     proportion to their weighting in the index.

DREYFUS VARIABLE INVESTMENT FUND

     The  Dreyfus  Variable  Investment  Fund is a  mutual  fund  with  multiple
portfolios.  The  Dreyfus  Corporation  serves as the  investment  adviser.  The
following INVESTMENT PORTFOLIO is available under the contract:

          Disciplined Stock Portfolio

          The  Portfolio  seeks  investment   returns   (consisting  of  capital
          appreciation  and  income)  that are  greater  than the  total  return
          performance  of  stocks  represented  by the  Standard  &  Poor's  500
          Composite  Stock  Price  Index.  To pursue  this goal,  the  Portfolio
          invests  in a blended  portfolio  of growth  and value  stocks  chosen
          through a disciplined investment process.


INVESCO VARIABLE INVESTMENT FUNDS, INC.

     INVESCO  Variable  Investment  Funds,  Inc. is a mutual fund with  multiple
portfolios.  INVESCO Funds Group, Inc. is the investment adviser.  The following
INVESTMENT PORTFOLIOS are available under the contract:

          INVESCO VIF-High Yield Fund

          The  objective of this  Portfolio  is to seek a high-level  of current
          income by  investing  substantially  all of its assets in  lower-rated
          bonds  and  other  debt  securities  as well  as  preferred  stock.  A
          secondary goal is long-term capital appreciation.

          INVESCO  VIF-Equity  Income  Fund  (formerly,  INVESCO  VIF-Industrial
          Income Portfolio)

          This Portfolio seeks high current income with capital  appreciation as
          a secondary goal. The Portfolio  normally  invests at least 65 percent
          of its assets in dividend paying common stocks.  The remaining  assets
          are  generally  invested  in  income  producing   securities  such  as
          corporate bonds;  however, in order to take advantage of strong equity
          markets,  there are no limits on the  amount of equity  securities  in
          which the  Portfolio  may invest.  The  Portfolio  may invest up to 10
          percent of its total assets in non-dividend paying common stocks.


LAZARD RETIREMENT SERIES, INC.

     Lazard Retirement Series,  Inc. is a mutual fund with multiple  portfolios.
Lazard  Asset  Management,  a division  of Lazard  Freres & Co.  LLC, a New York
limited liability  company,  is the investment  manager for each portfolio.  The
following INVESTMENT PORTFOLIO is available under the contract:

          Lazard Retirement Small Cap Portfolio

          The  Portfolio  seeks  long-term  capital  appreciation.   It  invests
          primarily  in  equity   securities,   principally   common  stocks  of
          relatively small U.S. companies in the range of the Russell 2000 Index
          that the manager  believes are  undervalued  based on their  earnings,
          cash flow or asset values.


Transfers

     You can  transfer  money  among the FIXED  ACCOUNTS  and the 17  INVESTMENT
PORTFOLIOS.


     Telephone Transfers

     You can make  transfers by telephone.  If you own the contract with a JOINT
OWNER,  unless BMA is instructed  otherwise,  BMA will accept  instructions from
either you or the other OWNER.  BMA will use  reasonable  procedures  to confirm
that  instructions  given us by telephone are genuine.  If BMA fails to use such
procedures,  we may be liable for any losses due to  unauthorized  or fraudulent
instructions. BMA tape records all telephone instructions.


     Transfers During the Accumulation Phase

     You can make 12 transfers every year during the ACCUMULATION  PHASE without
charge.  We  measure  a year  from the  anniversary  of the day we  issued  your
contract.  You can make a transfer to or from the FIXED  ACCOUNTS and to or from
any INVESTMENT PORTFOLIO. If you make more than 12 transfers in a year, there is
a transfer fee deducted. The fee is $25 per transfer. The following apply to any
transfer during the ACCUMULATION PHASE:

     1. The minimum amount which you can transfer from the INVESTMENT PORTFOLIO,
Fixed  Account I or any  GUARANTEE  PERIOD of Fixed  Account  II is $250 or your
entire interest in the INVESTMENT PORTFOLIO, Fixed Account I or GUARANTEE PERIOD
of Fixed Account II, if less.

     2. We  reserve  the right to  restrict  the  maximum  amount  which you can
transfer from any FIXED ACCOUNT  option (unless the transfer is from a GUARANTEE
PERIOD of Fixed Account II just  expiring) to 25% of the amount in Fixed Account
I or any GUARANTEE  PERIOD of Fixed Account II.  Currently,  BMA is waiving this
restriction.  This  requirement  is waived if the transfer is part of the Dollar
Cost Averaging,  Asset Allocation or Asset Rebalancing options. This requirement
is also waived if the transfer is to switch your contract to the INCOME PHASE.

     3. At its discretion,  BMA may refuse transfers to Fixed Account I or Fixed
Account II if the total  value of Fixed  Accounts  I and II is  greater  than or
equal to 30% of the value of your contract at the time of the transfer.

     4. The minimum amount which must remain in any INVESTMENT PORTFOLIO after a
transfer is $1,000.  The minimum  amount which must remain in Fixed Account I or
any GUARANTEE PERIOD of Fixed Account II after a transfer is $5,000.

     5. You may not make a transfer until after the end of the free look period.

     6. We reserve the right to restrict the number of transfers per year and to
restrict transfers made on consecutive business days.

     Your right to make  transfers may be modified if we determine,  in our sole
opinion,  that the exercise of the  transfer  right by one or more OWNERS is, or
would be, harmful to other OWNERS.


     Transfers During the Income Phase

     Each year,  during the INCOME PHASE,  you can make 4 transfers  between the
INVESTMENT  PORTFOLIO(s).  We measure a year from the  anniversary of the day we
issued your contract.  You can also make 4 transfers each contract year from the
INVESTMENT  PORTFOLIOS to the general account.  You may not make a transfer from
the general  account to the  INVESTMENT  PORTFOLIOS.  These four  transfers each
contract  year  during  the  INCOME  PHASE  are  free.  If you make  more than 4
transfers in a year during the INCOME PHASE,  a transfer fee of $25 per transfer
(after the 4 free) will be charged.


Dollar Cost Averaging Option

     The Dollar Cost Averaging  Option allows you to  systematically  transfer a
set amount each month from the Money Market  Portfolio or Fixed Account I to any
of the  other  INVESTMENT  PORTFOLIO(s).  By  allocating  amounts  on a  regular
schedule as opposed to allocating the total amount at one  particular  time, you
may be less susceptible to the impact of market fluctuations.

     The minimum amount which can be  transferred  each month is $250. The value
of your contract must be at least $10,000 in order to participate in Dollar Cost
Averaging.

     All Dollar  Cost  Averaging  transfers  will be made on the 15th day of the
month  unless that day is not a business  day. If it is not,  then the  transfer
will be made  the next  business  day.  You  must  participate  in  Dollar  Cost
Averaging for at least 6 months.

     If you participate in Dollar Cost Averaging,  the transfers made under this
option are not taken into account in  determining  any transfer fee.  Currently,
there is no charge for participating in the Dollar Cost Averaging Option.

     No Automatic  Withdrawals and Minimum  Distributions will be allowed if you
are participating in Dollar Cost Averaging.


Asset Rebalancing Option

     Once your money has been  allocated  among the INVESTMENT  PORTFOLIOS,  the
performance of each portfolio may cause your  allocation to shift.  If the value
of your  contract  is at  least  $10,000,  you can  direct  us to  automatically
rebalance  your  contract  each  quarter to return to your  original  percentage
allocations by selecting our Asset Rebalancing Option.

     The program will ignore any new PURCHASE PAYMENTS or transfers allocated to
portfolios  other than the  original  (or most  current)  rebalancing  portfolio
allocations.  You may  change  your  allocations  to  incorporate  new  PURCHASE
PAYMENTS or transfers by contacting the BMA Service Center.

     The minimum period to participate in this program is 6 months. The transfer
date will be the 15th of the month unless that day is not a business  day. If it
is not,  then the transfer will be made the next business day. The FIXED ACCOUNT
options  are not part of asset  rebalancing.  Currently,  there is no charge for
participating in the Asset Rebalancing Option.

     If you  participate  in the Asset  Rebalancing  Option,  the transfers made
under the program are not taken into account in determining any transfer fee.


Example:

     Assume  that you  want  your  initial  PURCHASE  PAYMENT  split  between  2
INVESTMENT  PORTFOLIOS.  You want  40% to be in the  Intermediate  Fixed  Income
Portfolio  and 60% to be in the Mid Cap  Equity  Portfolio.  Over the next  21/2
months the bond market does very well while the stock market performs poorly. At
the end of the first  quarter,  the  Intermediate  Fixed  Income  Portfolio  now
represents  50% of your  holdings  because of its increase in value.  If you had
chosen to have your holdings rebalanced quarterly,  on the first day of the next
quarter,  BMA would sell some of your  units in the  Intermediate  Fixed  Income
Portfolio  to bring its value back to 40% and use the money to buy more units in
the Mid Cap Equity Portfolio to increase those holdings to 60%.


Asset Allocation Option

     BMA  recognizes  the value to  certain  OWNERS of  having  available,  on a
continuous  basis,  advice for the allocation of your money among the investment
options available under the contract.

     Even though BMA may allow the use of approved  Asset  Allocation  Programs,
the  contract was not designed for  professional  market  timing  organizations.
Repeated patterns of frequent  transfers are disruptive to the operations of the
INVESTMENT PORTFOLIOS, and should BMA become aware of such disruptive practices,
we may modify the transfer provisions of the contract.

     If you participate in an approved Asset Allocation  Program,  the transfers
made  under the  program  will not be taken  into  account  in  determining  any
transfer  fee.  Currently,  BMA does not  charge for  participating  in an Asset
Allocation Program.


Voting Rights

     BMA is the legal owner of the INVESTMENT  PORTFOLIO  shares.  However,  BMA
believes that when an INVESTMENT  PORTFOLIO solicits proxies in conjunction with
a vote of  shareholders,  it is  required  to obtain  from you and other  OWNERS
instructions as to how to vote those shares. When we receive those instructions,
we will vote all of the shares we own in proportion to those instructions.  This
will  also  include  any  shares  that BMA owns on its own  behalf.  Should  BMA
determine that it is no longer  required to comply with the above,  we will vote
the shares in our own right.


Substitution

     BMA may be required to substitute one of the INVESTMENT PORTFOLIOS you have
selected with another portfolio. We would not do this without the prior approval
of the Securities and Exchange Commission. We will give you notice of our intent
to do this. We may also limit further  investment in an INVESTMENT  PORTFOLIO if
we deem the investment inappropriate.


5.   EXPENSES

     There are charges and other  expenses  associated  with the contracts  that
reduce the return on your investment in the contract. These charges and expenses
are:


Coverage Charge

     Each day, BMA makes a deduction for its coverage  charge.  BMA does this as
part of its calculation of the value of the  ACCUMULATION  UNITS and the ANNUITY
UNITS.  The amount of the charge depends upon whether you elected the Additional
Death Benefit Option (ADBO).

     The chart below tells you the amount,  on an annual basis,  of the coverage
charge for your  contract.  It is a percentage of the average daily value of the
contract invested in an INVESTMENT PORTFOLIO, after expenses have been deducted.


<TABLE>
<CAPTION>
<S>                                                                                <C>
If you elect the ADBO.....................................                         1.45%


If you do not elect the ADBO..............................                         1.25%
</TABLE>


     In  certain  states,  the  ADBO  may  not be  available.  Check  with  your
registered representative regarding availability. If you purchased your contract
before May 3, 1999, the ADBO is not available.



     We reserve the right to increase the  coverage  charge but it will never be
more than  1.75% of the  average  daily  value of the  contract  invested  in an
INVESTMENT PORTFOLIO, after expenses have been deducted.

     This charge is for all the insurance  benefits  e.g.,  guarantee of annuity
rates,  the death  benefit,  and for assuming the risk that the current  charges
will be  insufficient  in the  future  to cover  the cost of  administering  the
contract. This charge is also for administrative expenses, including preparation
of the  contract,  confirmations,  annual  statements,  maintenance  of contract
records,  personnel costs,  legal and accounting fees,  filing fees and computer
and system costs and certain distribution expenses.


Contract Maintenance Charge

     During the  ACCUMULATION  PHASE,  every year on the anniversary of the date
when your contract was issued,  BMA deducts $35 from your contract as a contract
maintenance  charge. If you make a complete  withdrawal from your contract,  the
charge will also be deducted.  A pro rata portion of the charge will be deducted
if the  ANNUITY  DATE is other  than an  anniversary.  We  reserve  the right to
increase  this charge but it will never be more than $60 each year.  This charge
is for administrative expenses.

     BMA will not deduct this charge,  if when the deduction is to be made,  the
value  of your  contract  is  $100,000  or more.  If you own  more  than one BMA
contract,  we will  determine the total value of all your  contracts  (except in
South Carolina). If the OWNER is a non-natural person (e.g., a corporation),  we
will look to the ANNUITANT to determine this  information.  BMA may some time in
the future discontinue this practice and deduct the charge.

     After the ANNUITY  DATE,  the charge will be collected  monthly out of each
ANNUITY PAYMENT regardless of the size of the contract.


Withdrawal Charge

     During the ACCUMULATION PHASE, you can make withdrawals from your contract.
BMA keeps track of each PURCHASE PAYMENT. The withdrawal charge is equal to:


<TABLE>
<CAPTION>
                                    Number of Complete Years                                     Withdrawal
                                    ------------------------                                     ----------


<S>       <C>                                                                                        <C>
          0.....................................................................................     7%


          1.....................................................................................     6%


          2.....................................................................................     5%


          3.....................................................................................     4%


          4.....................................................................................     3%


          5.....................................................................................     2%


          6.....................................................................................     1%


          7 and thereafter......................................................................     0%
</TABLE>



     After BMA has had a PURCHASE  PAYMENT for 7 years,  there is no charge when
you withdraw that PURCHASE PAYMENT.  For purposes of the withdrawal  charge, BMA
treats  withdrawals as coming from the oldest PURCHASE  PAYMENT first.  When the
withdrawal is for only part of the value of your contract, the withdrawal charge
is deducted from the remaining value in your contract.


Free Withdrawal Amount

     The first 10% of the contract value withdrawn (free  withdrawal  amount) is
not subject to the  withdrawal  charge  (unless you have  already  made  another
withdrawal  during  that  same  contract  year),  if on the  day you  make  your
withdrawal,  the value of your contract is $10,000 or more. A withdrawal  charge
will be assessed against each PURCHASE  PAYMENT  withdrawn in excess of the free
withdrawal  amount and will result in a reduction in remaining  contract  value.
The withdrawal  charge and the free withdrawal amount are calculated at the time
of each withdrawal.

     BMA does not assess the withdrawal  charge on any amounts paid out as death
benefits or as ANNUITY  PAYMENTS if a life ANNUITY OPTION or another option with
an ANNUITY PAYMENT period of more than 5 years is selected.

     NOTE:  For tax purposes,  withdrawals  are considered to have come from the
last money into the contract. Thus, for tax purposes, earnings are considered to
come out first.

     The withdrawal charge  compensates us for expenses  associated with selling
the contract. Commissions will be paid to broker-dealers who sell the contracts.
In no event are  commissions  deducted from your  PURCHASE  PAYMENTS or contract
value. Rather, BMA pays commissions to the selling broker-dealer. Broker-dealers
will be paid commissions of up to 6% of PURCHASE  PAYMENTS.  Sometimes,  BMA may
enter  into  an  agreement  with  the  broker-dealer  to pay  the  broker-dealer
commissions  as a combination  of a certain amount of the commission at the time
of sale  and a trail  commission  (which  when  totaled  will not  exceed  6% of
PURCHASE PAYMENTS).  BMA may, from time to time, pay promotional cash incentives
that increase the amount of compensation.


Waiver of Withdrawal Charge Benefits

     Under certain  circumstances,  after the first year,  BMA will allow you to
take your money out of the contract without deducting the withdrawal charge:

     1) if you become confined to a long term care facility, nursing facility or
hospital for at least 90 consecutive days;

     2) if you become totally disabled;

     3) if you become  terminally  ill (which means that you are not expected to
live more than 12 months);

     4) if you are involuntarily unemployed for at least 90 consecutive days; or

     5) if you get divorced.

     These benefits may not be available in your state.


Reduction or Elimination of the Withdrawal Charge

     BMA will reduce or eliminate the amount of the  withdrawal  charge when the
contract  is sold  under  circumstances  which  reduce its sales  expense.  Some
examples are: if there is a large group of  individuals  that will be purchasing
the contract or a prospective purchaser already had a relationship with BMA. BMA
will not  deduct a  withdrawal  charge  under a contract  issued to an  officer,
director or employee of BMA or any of its affiliates.

Premium Taxes

     Some states and other governmental entities (e.g.,  municipalities)  charge
premium  taxes or similar  taxes.  BMA is  responsible  for the payment of these
taxes and will make a deduction from the value of the contract for them. Some of
these  taxes are due when the  contract is issued,  others are due when  ANNUITY
PAYMENTS begin.

     It is BMA's current  practice,  for all states except South Dakota,  to not
charge anyone for these taxes until ANNUITY PAYMENTS begin. In South Dakota, BMA
will  assess a charge  equal to the amount of the  premium  tax at the time each
PURCHASE PAYMENT is made.

     BMA may some time in the future  discontinue  this  practice and assess the
charge  when  the tax is  due.  Premium  taxes  generally  range  from 0% to 4%,
depending on the state.


Transfer Fee

     You can make 12 free transfers every year during the ACCUMULATION PHASE and
4 free transfers  every year during the INCOME PHASE. We measure a year from the
day we issue your contract. If you make more than 12 transfers a year during the
ACCUMULATION  PHASE or more than 4 transfers a year during the INCOME PHASE,  we
will deduct a transfer fee of $25. The transfer fee is deducted  from the amount
which is  transferred.  The  transfer  fee is for  expenses in  connection  with
transfers.

     If the  transfer is part of the Dollar  Cost  Averaging  Option,  the Asset
Rebalancing Option or an approved Asset Allocation Program, it will not count in
determining the transfer fee.


Income Taxes

     BMA will  deduct  from the  contract  for any income  taxes which it incurs
because  of the  contract.  At the  present  time,  we are not  making  any such
deductions.


Investment Portfolio Expenses

     There  are  deductions  from and  expenses  paid out of the  assets  of the
various  INVESTMENT  PORTFOLIOS,  which  are  described  in  the  attached  fund
prospectuses.


6.   TAXES

     NOTE:  BMA has prepared  the  following  information  on taxes as a general
discussion of the subject.  It is not intended as tax advice to any  individual.
You should  consult your own tax adviser about your own  circumstances.  BMA has
included in the Statement of  Additional  Information  an additional  discussion
regarding taxes.


Annuity Contracts In General

     Annuity  contracts  are a means of setting  aside  money for  future  needs
usually retirement.  Congress recognized how important saving for retirement was
and provided special rules in the Internal Revenue Code (Code) for annuities.

     Simply  stated,  these  rules  provide  that  you  will not be taxed on the
earnings  on the money held in your  annuity  contract  until you take the money
out.  This is referred to as TAX DEFERRAL.  There are different  rules as to how
you  will be taxed  depending  on how you  take  the  money  out and the type of
contract (QUALIFIED or NON-QUALIFIED, see the following sections).

     You,  as the  OWNER,  will not be taxed on  increases  in the value of your
contract  until a  distribution  occurs-either  as a  withdrawal  or as  ANNUITY
PAYMENTS.  When  you  make a  withdrawal  you are  taxed  on the  amount  of the
withdrawal  that is earnings.  For ANNUITY  PAYMENTS,  different  rules apply. A
portion of each ANNUITY  PAYMENT is treated as a partial return of your PURCHASE
PAYMENTS and will not be taxed.  The  remaining  portion of the ANNUITY  PAYMENT
will be treated as ordinary  income.  How the ANNUITY PAYMENT is divided between
taxable and non-taxable  portions depends upon the period over which the ANNUITY
PAYMENTS  are  expected to be made.  ANNUITY  PAYMENTS  received  after you have
received all of your PURCHASE PAYMENTS are fully includible in income.

     When a  NON-QUALIFIED  contract  is owned by a  non-natural  person  (E.G.,
corporation or certain other entities other than a trust holding the contract as
an agent for a natural person), the contract will generally not be treated as an
annuity for tax purposes.


Qualified and Non-Qualified Contracts

     If you  purchase  the  contract  as an  individual  and  not an  Individual
Retirement  Annuity  (IRA),  your  contract is  referred  to as a  NON-QUALIFIED
contract.

     If you purchase the contract  under an IRA, your contract is referred to as
a QUALIFIED contract.


Withdrawals-Non-Qualified Contracts

     If you  make a  withdrawal  from  your  contract,  the Code  treats  such a
withdrawal as first coming from  earnings and then from your PURCHASE  PAYMENTS.
Such withdrawn earnings are includible in income.

     The Code also provides that any amount  received under an annuity  contract
which is  included  in income may be  subject  to a  penalty.  The amount of the
penalty  is  equal to 10% of the  amount  that is  includible  in  income.  Some
withdrawals will be exempt from the penalty. They include any amounts:

     (1) paid on or after the taxpayer reaches age 591/2;

     (2) paid after you die;

     (3) paid if the taxpayer  becomes totally disabled (as that term is defined
in the Code);

     (4) paid in a series of substantially equal payments made annually (or more
frequently) for life or a period not exceeding life expectancy;

     (5) paid under an immediate annuity; or

     (6) which come from PURCHASE PAYMENTS made prior to August 14, 1982.


Withdrawals-Qualified Contracts

     The above  information  describing the taxation of NON-QUALIFIED  contracts
does not apply to QUALIFIED contracts.  There are special rules that govern with
respect to QUALIFIED  contracts.  We have provided a more complete discussion in
the Statement of Additional Information.

Death Benefits

     Any death benefits paid under the contract are taxable to the  BENEFICIARY.
The rules  governing  the  taxation of  payments  from an annuity  contract,  as
discussed above,  generally apply to the payment of death benefits and depend on
whether the death benefits are paid as a lump sum or as ANNUITY PAYMENTS.


Diversification

     The Code provides that the underlying  investments  for a variable  annuity
must satisfy certain  diversification  requirements in order to be treated as an
annuity contract.  BMA believes that the INVESTMENT PORTFOLIOS are being managed
so as to comply with the requirements.

     Neither the Code nor the Internal  Revenue  Service  Regulations  issued to
date provide  guidance as to the  circumstances  under which you, because of the
degree of control you exercise  over the  underlying  investments,  and not BMA,
would be considered the owner of the shares of the INVESTMENT PORTFOLIOS. If you
are  considered  the  owner of the  shares,  it will  result  in the loss of the
favorable tax  treatment  for the  contract.  It is unknown to what extent under
federal tax law OWNERS are permitted to select  INVESTMENT  PORTFOLIOS,  to make
transfers  among the INVESTMENT  PORTFOLIOS or the number and type of INVESTMENT
PORTFOLIOS  OWNERS may select from  without  being  considered  the owner of the
shares. If any guidance is provided which is considered a new position, then the
guidance would generally be applied prospectively.  However, if such guidance is
considered not to be a new position, it may be applied retroactively. This would
mean that you,  as the OWNER of the  contract,  could be treated as the OWNER of
the INVESTMENT PORTFOLIOS.

     Due to the  uncertainty  in this area, BMA reserves the right to modify the
contract in an attempt to maintain favorable tax treatment.


7.   ACCESS TO YOUR MONEY

     You can have access to the money in your contract:

          (1)  by  making  a   withdrawal   (either  a  partial  or  a  complete
               withdrawal);

          (2)  by electing to receive ANNUITY PAYMENTS; or

          (3)  when a death benefit is paid to your BENEFICIARY.

Withdrawals can only be made during the ACCUMULATION PHASE.

     When you make a  complete  withdrawal  you will  receive  the  value of the
contract on the day you made the withdrawal:

o    less any applicable withdrawal charge,

o    less any premium tax,

o    less any contract maintenance charge, and

o    less an interest adjustment (for amounts allocated to Fixed Account II), if
     applicable.

(See Section 5. Expenses for a discussion of the charges.)

     Unless you instruct BMA otherwise,  any partial withdrawal will be made pro
rata from all the INVESTMENT  PORTFOLIO(S)  and the FIXED ACCOUNT  option(s) you
selected.  Under most circumstances the amount of any partial withdrawal must be
for at least  $1,000  (withdrawals  made  pursuant to the  automatic  withdrawal
program and the minimum  distribution  option are not subject to this  minimum).
BMA requires that after a partial withdrawal is made you keep at least $1,000 in
any INVESTMENT  PORTFOLIO and $5,000 in Fixed Account I or any GUARANTEE  PERIOD
of Fixed Account II. BMA also  requires that after a partial  withdrawal is made
you keep at least $10,000 in your contract.

     We will pay the amount of any  withdrawal  from the  INVESTMENT  PORTFOLIOS
within 7 days of a receipt in good order of your request  unless the  suspension
or  deferral  of  payments or  transfers  provision  is in effect  (see  Section
10-Other  Information-Suspension  of Payments or Transfers).  Use of a certified
check to purchase  the  contract  may  expedite  the payment of your  withdrawal
request if the withdrawal request is soon after your payment by certified check.

     INCOME TAXES AND TAX PENALTIES MAY APPLY TO ANY WITHDRAWAL YOU MAKE.


Automatic Withdrawal Program

     The Automatic  Withdrawal  Program provides  periodic payments to you. Each
payment must be for at least $250. You may select to have payments made monthly,
quarterly,  semi-annually  or  annually.  The  first 10% of the  contract  value
withdrawn is not subject to the withdrawal  charge. A withdrawal  charge will be
applied to any  withdrawals in excess of the first 10% withdrawn and will result
in a reduction in remaining contract value. If you use this program, you may not
make any other withdrawals (including a partial withdrawal). For a discussion of
the withdrawal charge and the 10% free withdrawal, see Section 5. Expenses.

     All Automatic  Withdrawals will be made on the 15th day of the month unless
that day is not a business  day. If it is not, then the payment will be the next
business day.

     No Minimum  Distribution  payments  and/or Dollar Cost Averaging  transfers
will be allowed if you are participating in the Automatic Withdrawal Program.

     INCOME TAXES AND TAX PENALTIES MAY APPLY TO AUTOMATIC WITHDRAWALS.


Minimum Distribution Program

     If you  own an IRA  contract,  you  may  select  the  Minimum  Distribution
Program.  Under this  program,  BMA will make payments to you from your contract
that are  designed  to meet the  applicable  minimum  distribution  requirements
imposed by the Internal Revenue Code for QUALIFIED plans. BMA will make payments
to you periodically (currently, monthly, quarterly,  semi-annually or annually).
The payments will not be subject to the withdrawal charge and will be instead of
the 10% single free withdrawal amount each year.

     No Dollar Cost Averaging transfers or Automatic Withdrawals will be allowed
if you are participating in the Minimum Distribution Program.


Suspension of Payments or Transfers

     BMA may be required  to suspend or postpone  payments  for  withdrawals  or
transfers for any period when:

     1. the New York Stock Exchange is closed (other than customary  weekend and
holiday closings);

     2. trading on the New York Stock Exchange is restricted;

     3. an  emergency  exists  as a result  of which  disposal  of shares of the
INVESTMENT  PORTFOLIOS is not reasonably  practicable  or BMA cannot  reasonably
value the shares of the INVESTMENT PORTFOLIOS;

     4. during any other period when the Securities and Exchange Commission,  by
order, so permits for the protection of OWNERS.

     BMA has  reserved the right to defer  payment for a withdrawal  or transfer
from the FIXED  ACCOUNTS  for the period  permitted by law but not for more than
six months.


8. PERFORMANCE

     BMA  may  periodically  advertise  performance  of the  various  INVESTMENT
PORTFOLIOS.  BMA will calculate performance by determining the percentage change
in the value of an  ACCUMULATION  UNIT by dividing the increase  (decrease)  for
that unit by the value of the ACCUMULATION  UNIT at the beginning of the period.
This  performance  number  reflects the deduction of the coverage charge and the
fees and expenses of the INVESTMENT PORTFOLIO. It does not reflect the deduction
of any  applicable  contract  maintenance  charge  and  withdrawal  charge.  The
deduction of any applicable  contract  maintenance  charge and withdrawal charge
would reduce the percentage  increase or make greater any  percentage  decrease.
Any  advertisement  will also include  average annual total return figures which
will reflect the deduction of the coverage charge, contract maintenance charges,
withdrawal charges as well as the fees and expenses of the INVESTMENT PORTFOLIO.

     BMA may also  advertise the historical  performance  of certain  INVESTMENT
PORTFOLIOS whose inception dates precede the date the ACCUMULATION UNITS of your
contract invested in the Portfolio.

     BMA may advertise yield  information.  If it does, it will provide you with
information regarding how yield is calculated.

     BMA may, from time to time, include in its advertising and sales materials,
tax deferred compounding charts and other hypothetical illustrations,  which may
include comparisons of currently taxable and tax deferred  investment  programs,
based on selected tax brackets.

     More detailed information  regarding how performance is calculated is found
in the SAI.

     Future  performance  will vary and the  results  shown are not  necessarily
representative of future results.


9.   DEATH BENEFIT

Upon Your Death

     If you die during the  ACCUMULATION  PHASE, BMA will pay a death benefit to
your BENEFICIARY (see below).  If you have a JOINT OWNER, the death benefit will
be paid when the first of you dies. The surviving JOINT OWNER will be treated as
the BENEFICIARY.

     The  amount of the death  benefit  depends on how old you are on the day we
issue your  contract.  If BMA issues your contract  prior to your 80th birthday,
the death benefit will be:

     During the first contract year, the greater of:

     (1)  the  payments  you have  made,  less any money you have  taken out and
          related withdrawal charges; or

     (2)  the value of your contract.

     During the second and subsequent contract years, the greater of:

     (1)  the  payments  you have  made,  less any money you have  taken out and
          related withdrawal charges; or (2) the value of your contract;  or (3)
          the highest year end death benefit  value.  The year end death benefit
          value is the  Contract  value on the  last day of each  Contract  year
          prior  to your  81st  birthday,  plus  payments  you have  made,  less
          withdrawals and charges since that day.

     If BMA  issues  your  contract  on or after your 80th  birthday,  the death
benefit will be the greater of:

     (1)  the  payments  you have  made,  less any money you have  taken out and
          related withdrawal charges; or (2) the value of your contract.

     THE ABOVE DEATH BENEFIT MAY NOT BE AVAILABLE IN YOUR STATE,  in which case,
the death benefit will be the greater of:

     1. Total PURCHASE  PAYMENTS,  less withdrawals (and any withdrawal  charges
paid on the withdrawals); or 2. The value of your contract at the time the death
benefit is to be paid.


   Additional Death Benefit Option (ADBO)

     If you bought your contract on or after May 3, 1999, you can elect the ADBO
at the time you buy the  contract.  The ADBO may not be  available in your state
(check with your  registered  representative  regarding the  availability of the
Additional Death Benefit  Option).  We will determine the benefit as of the date
we receive at our  Service  Center  proof of death,  an  authorized  request for
payment and any other necessary information for a payment option.

     The  Additional  Death  Benefit  is  equal  to 15% of the  excess  of:  the
''Additional  Death Benefit Ending Value'' over the  ''Additional  Death Benefit
Base Value'' (as defined below).

     If the  BENEFICIARY is your spouse,  is under age 81 and elects to continue
the contract  after you die, the  Additional  Death Benefit will be added to the
contract value on the date your spouse elects to continue the contract.  In that
case, a second Additional Death Benefit will apply to the continued contract. We
deem any  election  to  continue  the  contract  valid on the date we receive an
authorized request at our Service Center. The second Additional Death Benefit is
equal to 15% of the excess of your spouse's  ''Additional  Death Benefit  Ending
Value''  over his or her  ''Additional  Death  Benefit  Base Value'' (as defined
below).  If your  spouse  is 81 or older at the  time we  receive  proof of your
death,  your spouse may  continue the  contract,  but there will not be a second
Additional Death Benefit.

     Additional Death Benefit Base Value means:

     For the OWNER, the sum of the PURCHASE PAYMENTS made.

     For your  surviving  spouse,  the contract  value on the date of his or her
election to continue the contract,  including  all death  benefits for the OWNER
plus any PURCHASE PAYMENTS that were made after the date of the election.

     Additional Death Benefit Ending Value means the lesser of:

     The contract  value on the date BMA receives at its Service Center proof of
death and any other necessary information; and

     The contract value on the decedent's 81st birthday,  if BMA receives at its
Service Center proof of death after the decedent's 81st birthday.

     If you select the ADBO,  the  coverage  charge  for your  contract  will be
higher than it would have been without this benefit and currently,  the interest
rate we  credit  on  amounts  you have  allocated  to Fixed  Account  II will be
reduced.

     Appendix B to this prospectus contains examples of how the Additional Death
Benefit is calculated.

     The entire  death  benefit must be paid within 5 years of the date of death
unless the BENEFICIARY elects to have the death benefit payable under an ANNUITY
OPTION.  The death benefit payable under an ANNUITY OPTION must be paid over the
BENEFICIARY'S  lifetime or for a period not extending  beyond the  BENEFICIARY'S
life expectancy. Payment must begin within one year of the date of death. If the
BENEFICIARY  is the spouse of the OWNER,  he/she can  continue  the  contract in
his/her own name. Payment to the BENEFICIARY (other than a lump sum) may only be
elected  during the 60 day period  beginning  with the date we receive  proof of
death. If a lump sum payment is elected and all the necessary  requirements  are
met, the payment will be made within 7 days.

     If you or any JOINT OWNER dies during the INCOME PHASE (and you are not the
ANNUITANT) any remaining  payments under the ANNUITY OPTION chosen will continue
at least as rapidly as under the method of distribution in effect at the time of
death. If you die during the INCOME PHASE, the BENEFICIARY becomes the OWNER.

     See Section 6.  Taxes-Death  Benefits  regarding the tax treatment of death
proceeds.


Death of Annuitant

     If the  ANNUITANT,  who is not an OWNER or JOINT  OWNER,  dies  during  the
ACCUMULATION  PHASE,  you can name a new  ANNUITANT.  If no  ANNUITANT  is named
within 30 days of the death of the  ANNUITANT,  you will  become the  ANNUITANT.
However, if the OWNER is a non-natural person (for example, a corporation), then
the death of the ANNUITANT will be treated as the death of the OWNER,  and a new
ANNUITANT may not be named.

     Upon the death of the ANNUITANT during the INCOME PHASE, the death benefit,
if any,  will be as  provided  for in the  ANNUITY  OPTION  selected.  The death
benefits will be paid at least as rapidly as under the method of distribution in
effect at the ANNUITANT'S death.


10.   OTHER INFORMATION

BMA

     Business Men's Assurance  Company of America (BMA),  BMA Tower,  700 Karnes
Blvd.,  Kansas City,  Missouri 64108 was  incorporated in 1909 under the laws of
the state of Missouri. BMA is licensed in the District of Columbia,  Puerto Rico
and  all  states  except  New  York.  BMA  is  a  wholly  owned   subsidiary  of
Assicurazioni  Generali S.p.A.,  which is the largest insurance  organization in
Italy.

     BMA's  obligations  arising under the contracts are general  obligations of
BMA.


Year 2000

     Some of BMA's  computer  systems were written  using two digits rather than
four to define the applicable year. As a result, those computer systems will not
recognize the year 2000 which,  if not  corrected,  could cause  disruptions  of
operations,  including, among other things, an inability to process transactions
or engage in similar normal business activities.

     BMA has developed a plan to modify its  information  technology to be ready
for the year  2000.  BMA has  corrected  its  mission  critical  and other  data
processing  systems so they correctly handle year 2000 and subsequent dates. BMA
continues  to monitor  and test its and its  vendors'  systems to make sure they
remain stable in anticipation of the year 2000.


The Separate Account

     BMA has  established a separate  account,  BMA Variable  Annuity  Account A
(Separate Account), to hold the assets that underlie the contracts. The Board of
Directors of BMA adopted a resolution  to establish  the Separate  Account under
Missouri  insurance  law on September 9, 1996. We have  registered  the Separate
Account with the Securities and Exchange  Commission as a unit investment  trust
under the Investment  Company Act of 1940. The Separate  Account is divided into
sub-accounts.

     The assets of the Separate  Account are held in BMA's name on behalf of the
Separate Account and legally belong to BMA. However,  those assets that underlie
the contracts,  are not  chargeable  with  liabilities  arising out of any other
business  BMA may  conduct.  All the  income,  gains  and  losses  (realized  or
unrealized)  resulting from these assets are credited to or charged  against the
contracts and not against any other contracts BMA may issue.


Distributor

     Jones & Babson,  Inc.,  acts as the  distributor of the contracts.  Jones &
Babson, Inc. is a wholly owned subsidiary of BMA.


Administration

     BMA has hired  NAVISYS  (formerly  GENELCO,  Incorporated),  9735  Landmark
Parkway Drive, St. Louis,  Missouri to perform certain  administrative  services
regarding the contracts.  The  administrative  services  include issuance of the
contracts and maintenance of contract owners' records.


Ownership

     OWNER.  You, as the OWNER of the  contract,  have all the rights  under the
contract.  The OWNER is as designated at the time the contract is issued, unless
changed. The BENEFICIARY becomes the OWNER upon the death of the OWNER.

     JOINT OWNER.  The contract  can be owned by JOINT  OWNERS.  Any JOINT OWNER
must be the spouse of the other OWNER (except in Pennsylvania and Oregon).  Upon
the death of  either  JOINT  OWNER,  the  surviving  OWNER  will be the  primary
BENEFICIARY.  Any other BENEFICIARY  designation will be treated as a contingent
BENEFICIARY unless otherwise indicated.

BENEFICIARY

     The  BENEFICIARY  is the  person(s) or entity you name to receive any death
benefit.  The  BENEFICIARY  is named at the time the  contract is issued  unless
changed at a later date.  Unless an irrevocable  BENEFICIARY has been named, you
can change the BENEFICIARY at any time before you die.


Assignment

     You can assign the contract at any time during your lifetime.  BMA will not
be  bound  by the  assignment  until  it  receives  the  written  notice  of the
assignment.  BMA will not be liable for any  payment or other  action we take in
accordance  with the contract  before we receive  notice of the  assignment.  AN
ASSIGNMENT MAY BE A TAXABLE EVENT.

     If the  contract  is issued  pursuant  to a  QUALIFIED  plan,  there may be
limitations on your ability to assign the contract.


Financial Statements

     The financial statements of BMA and the Separate Account have been included
in the Statement of Additional Information.


                            Table of Contents of The
                       Statement of Additional Information


     Company


     Experts


     Legal Opinions


     Distributor


     Reduction or Elimination of Withdrawal Charge


     Calculation of Performance Data


     Federal Tax Status


     Annuity Provisions


     Mortality and Expense Guarantee


     Financial Statements


A-2

                   APPENDIX A-CONDENSED FINANCIAL INFORMATION

     ACCUMULATION   UNIT   Value   History-The   following   schedule   includes
ACCUMULATION  UNIT values for the year or period ended December 31, 1998 and the
9 months  ended  September  30,  1999.  This  data has been  extracted  from the
Separate  Account's  audited  December  31, 1998  financial  statements  and the
unaudited  September 30, 1999 financial  statements.  This information should be
read in conjunction with the Separate Account's financial statements and related
notes that are included in the Statement of Additional Information.  There is no
ACCUMULATION  UNIT value  history for  contracts  with a 1.45%  coverage  charge
because as of  September  30,  1999,  there were no contracts in force with this
coverage  charge.  Effective  as of the date of this  prospectus,  there will no
longer be a 1.40% coverage charge.


<TABLE>
<CAPTION>
                                                                    Contracts with 1.40%   Contracts with 1.25%
                                                                      Coverage Charge       Coverage Charge


                                                                    Year        Period            Period
                                                                    Ended       Ended             Ended
                                                                  12/31/98      9/30/99           9/30/99

INVESTORS MARK SERIES FUND, INC.:


   MONEY MARKET SUB-ACCOUNT


<S>                                                                 <C>            <C>                   <C>
     Unit value at beginning of period........................      $10.3660       $10.3985              $10.091


     Unit value at end of period..............................      $10.3985       $10.6333             $10.3388


     No. of ACCUMULATION UNITS Outstanding at end of period...         1,862            977                4,032


   INTERMEDIATE FIXED INCOME SUB-ACCOUNT


     Unit value at beginning of period........................      $10.1029       $10.4768             $10.0531


     Unit value at end of period..............................      $10.4768       $10.3572              $9.9495


     No. of ACCUMULATION UNITS Outstanding at end of period...        18,661         20,037                5,579


   GLOBAL FIXED INCOME SUB-ACCOUNT


     Unit value at beginning of period........................      $10.2068       $10.7922             $10.1741


     Unit value at end of period..............................      $10.7922       $10.6367             $10.0387


     No. of ACCUMULATION UNITS Outstanding at end of


     period...................................................         1,279          1,522                4,715


   MID CAP EQUITY SUB-ACCOUNT


     Unit value at beginning of period........................      $10.1186       $10.6798             $12.0489


     Unit value at end of period..............................      $10.6798         $9.893             $11.1740


     No. of ACCUMULATION UNITS Outstanding at end of period...        10,784         17,207               14,589


   SMALL CAP EQUITY SUB-ACCOUNT


     Unit value at beginning of period........................      $ 9.7057        $8.0436             $11.6860


     Unit value at end of period..............................      $ 8.0436       $ 9.2604             $13.4689


     No. of ACCUMULATION UNITS Outstanding at end of period...         7,723          9,636               12,447


   LARGE CAP GROWTH SUB-ACCOUNT


     Unit value at beginning of period........................      $10.4344       $12.7949             $12.1679


     Unit value at end of period..............................      $12.7949       $13.5558             $12.9060


     No. of ACCUMULATION UNITS Outstanding at end of period...         7,110          7,911               15,678


   LARGE CAP VALUE SUB-ACCOUNT


     Unit value at beginning of period........................      $ 9.6830       $10.0288            $ 11.3245


     Unit value at end of period..............................      $10.0288       $ 9.9947             $11.2986


     No. of ACCUMULATION UNITS Outstanding at end of period...        28,430         32,019               12,171


   GROWTH & INCOME SUB-ACCOUNT


     Unit value at beginning of period........................      $10.0687       $11.1230             $11.9485


     Unit value at end of period..............................      $11.1230       $11.6276             $12.5046


     No. of ACCUMULATION UNITS Outstanding at end of period...        34,834         38,569                9,204


   BALANCED SUB-ACCOUNT


     Unit value at beginning of period........................      $10.0854       $9.3452              $10.5555


     Unit value at end of period..............................      $ 9.3452        $9.3520             $10.5750


     No. of ACCUMULATION UNITS Outstanding at end of period...        20,022         21,457               14,370


BERGER INSTITUTIONAL PRODUCTS TRUST:


   BERGER/BIAM IPT-INTERNATIONAL SUB-ACCOUNT


     Unit value at beginning of period........................      $10.4116       $11.9232             $11.2656


     Unit value at end of period..............................      $11.9232       $12.7779             $12.0867


     No. of ACCUMULATION UNITS Outstanding at end of period...        20,028         21,920                9,989


Dreyfus Corporation


   Stock Index Sub-Account


     Unit value at beginning of period........................           N/A             $0                   $0


     Unit value at end of period..............................           N/A       $10.3964             $10.4081


     No. of ACCUMULATION UNITS Outstanding at end of period...           N/A          1,077                1,544


   Dreyfus Disciplined Stock Sub-Account


     Unit value at beginning of period........................           N/A             $0                   $0


     Unit value at end of period..............................           N/A       $10.2278             $10.2393


     No. of ACCUMULATION UNITS Outstanding at end of period...           N/A          4,373                1,576


Invesco Funds Group, Inc.


   High Yield Sub-Account


     Unit value at beginning of period........................           N/A             $0                   $0


     Unit value at end of period..............................           N/A       $10.4291             $10.4408


     No. of ACCUMULATION UNITS Outstanding at end of period...           N/A              0                7,102


Equity Income Sub-Account


     Unit value at beginning of period........................           N/A             $0                   $0


     Unit value at end of period..............................           N/A       $10.5233             $10.5351


     No. of ACCUMULATION UNITS Outstanding at end of period...           N/A          1,468                    0


Lazard Asset Management:


   Lazard Retirement Small Cap Sub-Account


     Unit value at beginning of period........................           N/A             $0                   $0


     Unit value at end of period..............................           N/A       $10.2700             $10.2816


     No. of ACCUMULATION UNITS Outstanding at end of period...           N/A            713                1,590


American Century Investment Management, Inc.


   VP Income & Growth Sub-Account


     Unit value at beginning of period........................           N/A             $0                   $0


     Unit value at end of period..............................           N/A       $10.2629             $10.2745


     No. of ACCUMULATION UNITS Outstanding at end of period...           N/A          1,424                2,758


   VP Value Sub-Account


     Unit value at beginning of period........................           N/A             $0                   $0


     Unit value at end of period..............................           N/A        $9.9601              $9.9713


     No. of ACCUMULATION UNITS Outstanding at end of period...           N/A          3,412                1,675
</TABLE>


     ACCUMULATION UNIT values are shown only for the nine months ended September
30,  1999.  for the  sub-accounts  investing  in VP  Value,  VP Income & Growth,
Dreyfus Stock Index Fund,  Dreyfus Variable  Investment  Fund-Disciplined  Stock
Portfolio,  INVESCO  VIF-High Yield Fund,  INVESCO  VIF-Equity  Income Fund, and
Lazard  Retirement Small Cap Portfolio because they were first offered under the
contract on December 31, 1998.


B-1

                   APPENDIX B-ADDITIONAL DEATH BENEFIT OPTION

     The  following  examples  show you how we calculate  the  additional  death
benefit (ADB) if you elect the Additional Death Benefit Option.


EXAMPLE #1

     Owner purchases contract at age 50;
     Spouse, who is age 45, is named BENEFICIARY;
     Total PURCHASE PAYMENTS at death of $100,000;
     OWNER dies at age 70, with contract value of $250,000.

     The Additional  Death Benefit payable to the BENEFICIARY  would be $22,500.
This is  determined  by .15 x [ADB  Ending  Value  ($250,000)  - ADB Base  Value
($100,000)]-i.e.  .15 x $150,000.  If the basic death benefit under the contract
were equal to the contract value, the total death benefit would be $272,500.


EXAMPLE #2

     Same  assumptions  as Example #1,  except that  surviving  spouse elects to
continue the contract.

     The  contract  value  ($250,000)  on the date of election  to continue  the
contract would be increased by $22,500 to $272,500.  The ADB Base Value would be
$272,500.  Assume the surviving  spouse dies at age 75, no  additional  PURCHASE
PAYMENTS were made, and the contract value was $400,000.  The second  Additional
Death  Benefit  payable to the current  BENEFICIARY  would be  $19,125.  This is
determined  by .15 x [ADB  Ending  Value  ($400,000)  - spouse's  ADB Base Value
($272,500)]-i.e.  .15 x $127,500.  If the basic death  benefit were equal to the
contract value, the total death benefit would be $419,125.


EXAMPLE #3

     Owner purchases contract at age 70;
     Spouse who is also age 70 is named as BENEFICIARY;
     PURCHASE PAYMENTS total $100,000;
     OWNER dies at age 85 with a contract value of $250,000;
     the contract value on the OWNER'S 81st birthday was $200,000.

     The Additional  Death Benefit payable to the BENEFICIARY  would be $15,000.
This is determined by .15 x [ADB Ending Value ($200,000,  since the value at the
Owner's  81st  birthday  is less  than  the  value at  death)  - ADB Base  Value
($100,000)]-i.e.  .15 x $100,000.  If the basic death benefit under the contract
were equal to the contract value, the total death benefit would be $265,000.  If
the surviving  spouse elects to continue the contract,  the contract value would
be increased to $265,000.  However, since the surviving spouse is older than age
80, there would be no second Additional Death Benefit at his/her death.


                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                               Detach and mail to:

                   BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                           9735 LANDMARK PARKWAY DRIVE
                            ST. LOUIS, MO 63127-1690

     Please send me, at no charge, the Statement of Additional Information dated
____, 1999 for the Annuity Contract issued by BMA.

                   (Please print or type and fill in all information)



- --------------------------------------------------------------------------------
Name

- --------------------------------------------------------------------------------
Address

- --------------------------------------------------------------------------------
City                                  State                            Zip Code





                   Business Men's Assurance Company of America
                     P.O. Box 412879 / Kansas City, MO 64141


                                   PART B


                       STATEMENT OF ADDITIONAL INFORMATION

                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                         BMA VARIABLE ANNUITY ACCOUNT A

                                       AND

                   BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA

                                   -----------------


THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN CONJUNCTION  WITH THE PROSPECTUS  FOR THE  INDIVIDUAL  FLEXIBLE  PAYMENT
VARIABLE ANNUITY CONTRACTS WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE  INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS,  CALL OR WRITE THE
COMPANY  AT:  1-888-262-8131,   9735  Landmark  Parkway  Drive,  St.  Louis,  MO
63127-1690.

THIS  STATEMENT OF ADDITIONAL  INFORMATION  AND THE  PROSPECTUS ARE DATED
DECEMBER 29, 1999.







                                TABLE OF CONTENTS


COMPANY  ............................................................3

EXPERTS  ............................................................3

LEGAL OPINIONS.......................................................3

DISTRIBUTOR..........................................................3

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE....................3

CALCULATION OF PERFORMANCE DATA......................................4

FEDERAL TAX STATUS..................................................14

ANNUITY PROVISIONS..................................................21

MORTALITY AND EXPENSE GUARANTEE.....................................22

FINANCIAL STATEMENTS................................................22




                                     COMPANY

Business Men's Assurance Company of America ("BMA" or the "Company"), BMA Tower,
700 Karnes Blvd.,  Kansas City,  Missouri,  64108 was incorporated in 1909 under
the laws of the state of Missouri.  BMA is licensed in the District of Columbia,
Puerto Rico and all states except New York. BMA is a wholly owned  subsidiary of
Assicurazioni  Generali S.p.A.,  which is the largest insurance  organization in
Italy.

                                     EXPERTS

The  financial  statements of BMA Variable  Annuity  Account A as of and for the
year  ended  December  31,  1998,  and for the period  from  November  24,  1997
(inception) to December 31, 1997, and the consolidated  financial  statements of
Business Men's  Assurance  Company of America at December 31, 1998 and 1997, and
for each of the three years in the period ended  December  31,  1998,  have been
audited by Ernst & Young LLP,  1200 Main Street,  Kansas City,  Missouri  64105,
independent  auditors,  as set forth in their  reports,  and are given  upon the
authority of such firm as experts in accounting and auditing.



<PAGE>




                                 LEGAL OPINIONS

Blazzard, Grodd & Hasenauer, P.C., Westport,  Connecticut has provided advice on
certain  matters  relating  to the  federal  securities  and  income tax laws in
connection with the contracts.

                                   DISTRIBUTOR

Jones & Babson,  Inc., acts as the distributor.  The offering is on a continuous
basis.

                REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

The  amount  of the  Withdrawal  Charge  on the  Contracts  may  be  reduced  or
eliminated  when sales of the Contracts are made to individuals or to a group of
individuals  in a  manner  that  results  in  savings  of  sales  expenses.  The
entitlement  to reduction of the  Withdrawal  Charge will be  determined  by the
Company after examination of all the relevant factors such as:

     1.  The size and  type of  group  to  which  sales  are to be made  will be
considered. Generally, the sales expenses for a larger group are less than for a
smaller  group  because of the ability to implement  large  numbers of Contracts
with fewer sales contacts.

     2. The total amount of purchase payments to be received will be considered.
Per Contract  sales expenses are likely to be less on larger  purchase  payments
than on smaller ones.

     3. Any prior or existing  relationship with the Company will be considered.
Per Contract sales expenses are likely to be less when there is a prior existing
relationship  because of the likelihood of implementing  the Contract with fewer
sales contacts.

     4. There may be other circumstances,  of which the Company is not presently
aware, which could result in reduced sales expenses.

If, after  consideration of the foregoing  factors,  the Company determines that
there will be a  reduction  in sales  expenses,  the  Company  may provide for a
reduction or elimination of the Withdrawal Charge.

The  Withdrawal  Charge may be  eliminated  when the  Contracts are issued to an
officer,  director or employee  of the Company or any of its  affiliates.  In no
event will any reduction or elimination  of the  Withdrawal  Charge be permitted
where the reduction or  elimination  of the  Withdrawal  Charge will be unfairly
discriminatory to any person.

                         CALCULATION OF PERFORMANCE DATA

Total Return

From time to time, the Company may advertise  performance  data.  Such data will
show the  percentage  change in the value of an  accumulation  unit based on the
performance of an investment portfolio over a period of time, usually a calendar
year,  determined by dividing the increase  (decrease) in value for that unit by
the accumulation unit value at the beginning of the period.

Any such  advertisement will include average annual total return figures for the
time periods  indicated  in the  advertisement.  Such total return  figures will
reflect the deduction of the coverage  charge,  the expenses for the  underlying
investment  portfolio being advertised and any applicable  contract  maintenance
charges and withdrawal charges.

The hypothetical value of a Contract purchased for the time periods described in
the  advertisement  will be  determined  by using the actual  accumulation  unit
values for an initial  $1,000  purchase  payment,  and deducting any  applicable
contract maintenance charges and any applicable  withdrawal charges to arrive at
the  ending  hypothetical  value.  The  average  annual  total  return  is  then
determined by computing the fixed interest rate that a $1,000  purchase  payment
would have to earn annually,  compounded  annually,  to grow to the hypothetical
value at the end of the time periods described.

The formula used in these calculations is:

                                           n
                                P ( 1 + T)    =  ERV


<PAGE>

Where:

     P    = a hypothetical initial payment of $1,000

     T    = average annual total return

     n    = number of years

     ERV  = ending  redeemable  value at the end of the  time  periods  used (or
          fractional  portion thereof) of a hypothetical  $1,000 payment made at
          the beginning of the time periods used.

The Company may also advertise  performance data which will be calculated in the
same manner as described  above but which will not reflect the  deduction of any
withdrawal  charge  and  contract  maintenance  charge.  The  deduction  of  any
withdrawal  charge and contract  maintenance  charge would reduce any percentage
increase or make greater any percentage decrease.

You should note that the investment  results of each  investment  portfolio will
fluctuate over time, and any  presentation of the investment  portfolio's  total
return for any period should not be considered  as a  representation  of what an
investment may earn or what your total return may be in any future period.

Yield

THE MONEY  MARKET  PORTFOLIO.  The Company  may  advertise  yield and  effective
information  for the Money  Market  Portfolio.  Both yield  figures are based on
historical  earnings and are not intended to indicate  future  performance.  The
"yield" of the subaccount refers to the income generated by an investment in the
subaccount  over  a  seven-day  period  (which  period  will  be  stated  in the
advertisement).  This income is then "annualized." That is, the amount of income
generated by the  investment  during that week is assumed to be  generated  each
week 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  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.

The Money Market  Portfolio's  current yield is computed on a base period return
of a hypothetical  Contract having a beginning  balance of one accumulation unit
for a particular period of time (generally seven days). The return is determined
by  dividing  the  net  change  (exclusive  of  any  capital  changes)  in  such
accumulation  unit by its beginning  value,  and then multiplying it by 365/7 to
get the annualized  current yield.  The  calculation of net change  reflects the
value of additional  shares  purchased with the dividends paid by the Portfolio,
and the deduction of the coverage charge and contract  maintenance  charge.  The
effective   yield  reflects  the  effects  of  compounding   and  represents  an
annualization of the current return with all dividends reinvested.

(Effective yield = [(Base Period Return + 1)365/7]-1.)

The Company does not  currently  advertise any yield  information  for the Money
Market Portfolio.

OTHER PORTFOLIOS.  The Company may also quote current yield in sales literature,
advertisements and Owner communications for the other Portfolios. Each Portfolio
other than the Money Market  Portfolio) will publish  standardized  total return
information with any quotation of current yield.

The yield  computation is determined by dividing the net  investment  income per
accumulation unit earned during the period (minus the deduction for the coverage
charge and the contract  maintenance  charge) by the accumulation  unit value on
the last day of the period, according to the following formula:

                                          6
              Yield  =  2  [[(a-b)  +  1]    -  1]
                             ----
                             cd

Where:

     a    = net  investment  income  earned  during the period by the  Portfolio
          attributable to shares owned by the subaccount.

     b = expenses accrued for the period (net of reimbursements).

     c    = the average daily number of accumulation  units  outstanding  during
          the period.

     d    = the maximum offering price per accumulation  unit on the last day of
          the period.

<PAGE>

The above  formula will be used in  calculating  quotations  of yield,  based on
specified 30-day periods identified in the advertisement or communication. Yield
calculations  assume  no  withdrawal  charge.  The  Company  does not  currently
advertise any yield information for any Portfolio. Performance Information

Section I - PERFORMANCE INFORMATION OF SEPARATE ACCOUNT


The following total return information reflects performance for the accumulation
units of the Separate Account  investing in Investors Mark Series Fund, Inc. for
the periods shown.  Charts 1A-B reflect the deduction of the coverage charge and
the operating  expenses of the  Portfolio.  Charts 2A-B reflect the deduction of
the coverage charge,  contract  maintenance  charge,  withdrawal  charge and the
operating expenses of the Portfolio. The inception dates shown below reflect the
dates the Separate  Account first  invested in the Portfolio.  PAST  PERFORMANCE
DOES NOT GUARANTEE FUTURE RESULTS.


Chart 1-A (reflects 1.45% coverage charge and Portfolio  expenses)  ANNUAL TOTAL
RETURN FOR PERIODS ENDING 9/30/99:

<TABLE>
<CAPTION>
                                             Separate
                                             Account
                                             Inception
                                             Date in            1 Year          Since Inception
                                             Portfolio
Investors Mark Series Fund
<S>                                               <C>   <C>      <C>                 <C>
Intermediate Fixed Income                         11/24/97      -2.13%               2.02%
Mid Cap Equity                                    11/24/97       9.39%               1.42%
Money Market                                      11/24/97       2.91%               3.57%
Fixed Income                                      11/24/97      -1.03%               3.19%
Small Cap Equity                                  11/24/97      29.70%              -4.36%
Large Cap Growth                                  11/24/97      30.49%              20.07%
Large Cap Value                                   11/24/97      12.50%               0.00%
Growth & Income                                   11/24/97      21.91%              10.76%
Balanced                                          11/24/97       4.58%              -4.12%
Berger/BIAM IPT-International                     11/24/97      27.87%               7.41%
Dreyfus / Stock Index                               2/8/99        N/A                2.34%
Dreyfus / Disciplined Stock                        3/24/99        N/A                2.55%
Invesco / High Yield                               3/11/99        N/A                2.66%
Invesco / Industrial Income                        2/16/99        N/A                7.21%
Lazard / Small Cap                                  4/6/99        N/A               23.76%
American Century / VP Income & Growth               2/8/99        N/A                4.23%
American Century / VP Value                        3/24/99        N/A                8.46%
</TABLE>

Chart 1-B (reflects 1.25% coverage charge and Portfolio  expenses)  ANNUAL TOTAL
RETURN FOR PERIODS ENDING 9/30/99:


<TABLE>
<CAPTION>
                                             Separate
                                             Account
                                             Inception
                                             Date in            1 Year          Since Inception
                                             Portfolio

Investors Mark Series Fund
<S>                                               <C>   <C>             <C>                  <C>
Intermediate Fixed Income                         11/24/97             -1.93%                2.22%
Mid Cap Equity                                    11/24/97              9.61%                1.62%
Money Market                                      11/24/97              3.11%                3.77%
Fixed Income                                      11/24/97             -0.83%                3.40%
Small Cap Equity                                  11/24/97             29.96%               -4.17%
Large Cap Growth                                  11/24/97             30.76%               20.31%
Large Cap Value                                   11/24/97             12.72%                0.20%
Growth & Income                                   11/24/97             22.15%               10.98%
Balanced                                          11/24/97              4.79%               -3.93%
Berger/BIAM IPT-International                     11/24/97             28.13%                7.63%
Dreyfus / Stock Index                               2/8/99                N/A                2.55%
Dreyfus / Disciplined Stock                        3/24/99                N/A                2.76%
Invesco / High Yield                               3/11/99                N/A                2.87%
Invesco / Industrial Income                        2/16/99                N/A                7.43%
Lazard / Small Cap                                  4/6/99                N/A               24.01%
American Century / VP Income & Growth               2/8/99                N/A                4.44%
American Century / VP Value                        3/24/99                N/A                8.67%
</TABLE>



Chart  2-A  (reflects  1.45%  coverage  charge,   contract  maintenance  charge,
withdrawal  Charge and  Portfolio  expenses)  AVERAGE  ANNUAL  TOTAL  RETURN FOR
PERIODS ENDING 9/30/99:


<TABLE>
<CAPTION>
                                                   Separate
                                                   Account     1 Year              Since Inception
                                                  Inception
                                                   Date in
                                                  Portfolio
<S>                                                   <C>   <C>         <C>                  <C>
Intermediate Fixed Income                             11/24/97         -7.72%               -1.07%
Mid Cap Equity                                        11/24/97          3.85%               -1.71%
Money Market                                          11/24/97         -2.66%                0.52%
Fixed Income                                          11/24/97         -6.61%                0.14%
Small Cap Equity                                      11/24/97         24.24%               -7.73%
Large Cap Growth                                      11/24/97         25.04%               17.43%
Large Cap Value                                       11/24/97          6.97%               -3.19%
Growth & Income                                       11/24/97         16.42%                7.89%
Balanced                                              11/24/97         -0.98%               -7.44%
Berger/BIAM IPT-International                         11/24/97         22.41%                4.43%
Dreyfus / Stock Index                                   2/8/99            N/A               -7.72%
Dreyfus / Disciplined Stock                            3/24/99            N/A               -9.74%
Invesco / High Yield                                   3/11/99            N/A               -8.82%
Invesco / Industrial Income                            2/16/99            N/A               -3.33%
Lazard / Small Cap                                      4/6/99            N/A                9.42%
American Century / VP Income & Growth                   2/8/99            N/A               -5.88%
American Century / VP Value                            3/24/99            N/A               -4.09%
</TABLE>



Chart  2-B  (reflects  1.25%  coverage  charge,   contract  maintenance  charge,
withdrawal  charge and  Portfolio  expenses)  AVERAGE  ANNUAL  TOTAL  RETURN FOR
PERIODS ENDING 9/30/99:


<TABLE>
<CAPTION>
                                                   Separate
                                                   Account     I Year        Since Inception
                                                  Inception
                                                   Date in
                                                  Portfolio
<S>                                                   <C>   <C>         <C>                 <C>
Intermediate Fixed Income                             11/24/97         -7.52%              -0.86%
Mid Cap Equity                                        11/24/97          4.07%              -1.50%
Money Market                                          11/24/97         -2.45%               0.73%
Fixed Income                                          11/24/97         -6.41%               0.35%
Small Cap Equity                                      11/24/97         24.50%              -7.53%
Large Cap Growth                                      11/24/97         25.31%              17.68%
Large Cap Value                                       11/24/97          7.20%              -2.98%
Growth & Income                                       11/24/97         16.67%               8.12%
Balanced                                              11/24/97         -0.77%              -7.24%
Berger/BIAM IPT-International                         11/24/97         22.67%               4.65%
Dreyfus / Stock Index                                   2/8/99            N/A              -7.52%
Dreyfus / Disciplined Stock                            3/24/99            N/A              -9.34%
Invesco / High Yield                                   3/11/99            N/A              -8.63%
Invesco / Industrial Income                            2/16/99            N/A              -3.13%
Lazard / Small Cap                                      4/6/99            N/A               9.65%
American Century / VP Income & Growth                   2/8/99            N/A              -5.68%
American Century / VP Value                            3/24/99            N/A              -3.89%
</TABLE>



SECTION II - HISTORICAL PERFORMANCE OF CERTAIN PORTFOLIOS

Certain  Portfolios have been in existence for some time and  consequently  have
investment  performance  history.  In order to  demonstrate  how the  historical
investment experience of certain Portfolios affects accumulation unit values, we
have developed the following performance  information.  The information is based
upon the  historical  experience of the Portfolios and is for the periods shown.
Charts 3A-B  reflect the  deduction  of the  coverage  charge and the  operating
expenses of the  Portfolio.  Charts 4A-B  reflect the  deduction of the coverage
charge,  contract  maintenance  charge,  withdrawal  charge  and  the  operating
expenses of the  Portfolio.  The  inception  dates shown below are the dates the
underlying Portfolios commenced investment operations. PAST PERFORMANCE DOES NOT
GUARANTEE FUTURE RESULTS.

Chart 3-A (reflects 1.45% coverage charge and Portfolio  expenses)  ANNUAL TOTAL
RETURN FOR PERIODS ENDING 9/30/99:

<TABLE>
<CAPTION>
                                            Portfolio                                            10 Years/
                                            Inception Date    1 Year            5 Years          Since Inception
                                            --------------    ------            -------          ---------------



<S>                                                   <C>   <C>         <C>                 <C>                      <C>
Dreyfus Stock Index                                   09/27/89          25.52%              22.77%                   14.66%
Dreyfus Disciplined Stock                             04/29/96          25.00%                 n/a                   21.53%
Invesco High Yield                                    05/25/94           6.63%                 n/a                    9.57%
Invesco Industrial Income                             08/08/94          18.62%                 n/a                   17.92%
Lazard Small Cap                                      11/02/97          14.71%                 n/a                   -1.96%
American Century Growth & Income                      10/30/97          24.38%                 n/a                   18.26%
American Century Value                                04/29/96          10.17%                 n/a                   10.84%
</TABLE>




Chart 3-B (reflects 1.25% coverage charge and Portfolio  expenses)  ANNUAL TOTAL
RETURN FOR PERIODS ENDING 9/30/99:

<TABLE>
<CAPTION>
                                            Portfolio                                            10 Years/
                                            Inception Date    1 Year            5 Years          Since Inception
                                            --------------    ------            -------          ---------------




<S>                                                   <C>   <C>         <C>                 <C>                      <C>
Dreyfus Stock Index                                   09/27/89          25.77%              23.01%                   14.88%
Dreyfus Disciplined Stock                             04/29/96          25.25%                 n/a                   21.78%
Invesco High Yield                                    05/25/94           6.85%                 n/a                    9.79%
Invesco Industrial Income                             08/08/94          18.85%                 n/a                   18.15%
Lazard Small Cap                                      11/02/97          14.94%                 n/a                   -1.77%
American Century Growth & Income                      10/30/97          24.63%                 n/a                   18.50%
American Century Value                                04/29/96          10.39%                 n/a                   11.06%
</TABLE>



Chart  4-A  (reflects  1.45%  coverage  charge,   contract  maintenance  charge,
withdrawal  charge and  Portfolio  expenses)  AVERAGE  ANNUAL  TOTAL  RETURN FOR
PERIODS ENDING 9/30/99:


<TABLE>
<CAPTION>
                                            Portfolio                                            10 Years/
                                            Inception Date    1 Year            5 Years          Since Inception
                                            --------------    ------            -------          ---------------



<S>                                                   <C>   <C>         <C>                  <C>                       <C>
Dreyfus Stock Index                                   09/27/89          20.04%               22.54%                    14.58%
Dreyfus Disciplined Stock                             04/29/96          19.53%                  n/a                    20.78%
Invesco High Yield                                    05/25/94           1.08%                  n/a                     9.21%
Invesco Industrial Income                             08/08/94          13.12%                  n/a                    17.64%
Lazard Small Cap                                      11/02/97           9.20%                  n/a                    -5.12%
American Century Growth & Income                      10/30/97          18.91%                  n/a                    15.72%
American Century Value                                04/29/96           4.63%                  n/a                     9.87%
</TABLE>



Chart  4-B  (reflects  1.25%  coverage  charge,   contract  maintenance  charge,
withdrawal charge and Portfolio expenses AVERAGE ANNUAL TOTAL RETURN FOR PERIODS
ENDING 9/30/99:


<TABLE>
<CAPTION>
                                            Portfolio                                            10 Years/
                                            Inception Date    1 Year            5 Years          Since Inception
                                            --------------    ------            -------          ---------------



<S>                                                   <C>   <C>         <C>                  <C>                       <C>
Dreyfus Stock Index                                   09/27/89          20.30%               22.79%                    14.81%
Dreyfus Disciplined Stock                             04/29/96          19.78%                  n/a                    21.03%
Invesco High Yield                                    05/25/94           1.30%                  n/a                     9.44%
Invesco Industrial Income                             08/08/94          13.36%                  n/a                    17.88%
Lazard Small Cap                                      11/02/97           9.43%                  n/a                    -4.92%
American Century Growth & Income                      10/30/97          19.16%                  n/a                    15.96%
American Century Value                                04/29/96           4.86%                  n/a                    10.10%
</TABLE>


Historical Unit Values

The  Company  may also show  historical  accumulation  unit  values  in  certain
advertisements  containing  illustrations.  These illustrations will be based on
actual accumulation unit values.

In addition,  the Company may  distribute  sales  literature  which compares the
percentage  change  in  accumulation  unit  values  for  any of  the  investment
portfolios against  established market indices such as the Standard & Poor's 500
Composite  Stock  Price  Index,  the  Dow  Jones  Industrial  Average  or  other
management  investment companies which have investment objectives similar to the
investment  portfolio being compared.  The Standard & Poor's 500 Composite Stock
Price Index is an unmanaged,  unweighted  average of 500 stocks, the majority of
which  are  listed on the New York  Stock  Exchange.  The Dow  Jones  Industrial
Average  is an  unmanaged,  weighted  average  of thirty  blue  chip  industrial
corporations  listed on the New York Stock Exchange.  Both the Standard & Poor's
500  Composite  Stock Price Index and the Dow Jones  Industrial  Average  assume
quarterly reinvestment of dividends.

Reporting Agencies

The Company may also distribute  sales literature which compares the performance
of the  accumulation  unit  values  of the  Contracts  with the unit  values  of
variable annuities issued by other insurance companies. Such information will be
derived from the Lipper Variable Insurance Products Performance Analysis
Service, the VARDS Report or from Morningstar.

The Lipper Variable Insurance Products Performance Analysis Service is published
by Lipper  Analytical  Services,  Inc.,  a publisher of  statistical  data which
currently  tracks the  performance  of almost 4,000  investment  companies.  The
rankings  compiled by Lipper may or may not reflect the deduction of asset-based
insurance charges.  The Company's sales literature utilizing these rankings will
indicate whether or not such charges have been deducted.  Where the charges have
not been deducted,  the sales  literature  will indicate that if the charges had
been deducted, the ranking might have been lower.

The VARDS Report is a monthly  variable annuity  industry  analysis  compiled by
Variable  Annuity  Research & Data Service of Roswell,  Georgia and published by
financial Planning Resources, Inc. The VARDS rankings may or may not reflect the
deduction of asset-based  insurance  charges.  In addition,  VARDS prepares risk
adjusted  rankings,  which  consider  the effects of market risk on total return
performance.  This type of ranking may  address  the  question as to which funds
provide the highest  total return with the least amount of risk.  Other  ranking
services   may  be  used  as  sources  of   performance   comparison,   such  as
CDA/Weisenberger.

Morningstar  rates a variable annuity against its peers with similar  investment
objectives.  Morningstar  does not rate any variable  annuity that has less than
three years of performance data.

                               FEDERAL TAX STATUS

General

NOTE:  THE FOLLOWING  DESCRIPTION IS BASED UPON THE COMPANY'S  UNDERSTANDING  OF
CURRENT  FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL.  THE COMPANY
CANNOT  PREDICT  THE  PROBABILITY  THAT ANY  CHANGES  IN SUCH LAWS WILL BE MADE.
PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE  REGARDING THE POSSIBILITY
OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF THE CONTRACTS.
PURCHASERS  BEAR THE  COMPLETE  RISK THAT THE  CONTRACTS  MAY NOT BE  TREATED AS
"ANNUITY  CONTRACTS"  UNDER  FEDERAL  INCOME  TAX LAWS.  IT  SHOULD  BE  FURTHER
UNDERSTOOD  THAT THE  FOLLOWING  DISCUSSION IS NOT  EXHAUSTIVE  AND THAT SPECIAL
RULES NOT DESCRIBED HEREIN MAY BE APPLICABLE IN CERTAIN SITUATIONS. MOREOVER, NO
ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX LAWS.

Section 72 of the Code governs taxation of annuities in general. An Owner is not
taxed on increases in the value of a Contract until distribution occurs,  either
in the form of a lump sum  payment  or as  annuity  payments  under the  Annuity
Option selected.  For a lump sum payment  received as a total withdrawal  (total
surrender),  the  recipient  is taxed on the portion of the payment that exceeds
the cost basis of the Contract. For Non-Qualified Contracts,  this cost basis is
generally the purchase payments,  while for Qualified  Contracts there may be no
cost  basis.  The  taxable  portion of the lump sum payment is taxed at ordinary
income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion amount
is includible in taxable  income.  The exclusion  amount for payments based on a
fixed annuity option is determined by multiplying  the payment by the ratio that
the cost basis of the Contract (adjusted for any period or refund feature) bears
to the expected  return under the Contract.  The  exclusion  amount for payments
based on a variable  annuity  option is determined by dividing the cost basis of
the Contract (adjusted for any period certain or refund guarantee) by the number
of years over which the annuity is expected to be paid.  Payments received after
the  investment in the Contract has been recovered  (i.e.  when the total of the
excludable amount equals the investment in the Contract) are fully taxable.  The
taxable  portion is taxed at ordinary  income tax rates.  For  certain  types of
Qualified Plans there may be no cost basis in the Contract within the meaning of
Section 72 of the Code. Owners, Annuitants and Beneficiaries under the Contracts
should  seek  competent  financial  advice  about  the tax  consequences  of any
distributions.  The Company is taxed as a life insurance company under the Code.
For federal income tax purposes,  the Separate  Account is not a separate entity
from the Company, and its operations form a part of the Company.

Diversification

Section  817(h) of the Code  imposes  certain  diversification  standards on the
underlying  assets of  variable  annuity  contracts.  The Code  provides  that a
variable  annuity  contract  will not be treated as an annuity  contract for any
period  (and any  subsequent  period)  for which  the  investments  are not,  in
accordance with regulations  prescribed by the United States Treasury Department
("Treasury Department"), adequately diversified. Disqualification of the

Contract as an annuity contract would result in the imposition of federal income
tax to the Owner with respect to earnings allocable to the Contract prior to the
receipt  of  payments  under  the  Contract.  The Code  contains  a safe  harbor
provision  which  provides that annuity  contracts such as the Contract meet the
diversification  requirements if, as of the end of each quarter,  the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five  percent (55%) of the total assets consist of cash, cash
items, U.S. Government  securities and securities of other regulated  investment
companies.

On  March  2,  1989,  the  Treasury   Department  issued   Regulations   (Treas.
Reg.1.817-5),  which established diversification requirements for the investment
portfolios  underlying variable contracts such as the Contract.  The Regulations
amplify the diversification requirements for variable contracts set forth in the
Code and provide an alternative to the safe harbor  provision  described  above.
Under  the  Regulations,  an  investment  portfolio  will be  deemed  adequately
diversified  if:  (1) no more than 55% of the  value of the total  assets of the
portfolio  is  represented  by any one  investment;  (2) no more than 70% of the
value  of  the  total  assets  of  the  portfolio  is  represented  by  any  two
investments;  (3) no more  than 80% of the  value  of the  total  assets  of the
portfolio is represented by any three  investments;  and (4) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.

The  Code  provides  that,  for  purposes  of  determining  whether  or not  the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality shall be treated as a separate issuer."

The Company intends that all investment portfolios underlying the Contracts will
be  managed  in  such  a  manner  as  to  comply   with  these   diversification
requirements.

The Treasury  Department has indicated that the  diversification  Regulations do
not provide guidance  regarding the  circumstances in which Owner control of the
investments  of the  Separate  Account will cause the Owner to be treated as the
owner of the assets of the Separate  Account,  thereby  resulting in the loss of
favorable tax  treatment for the Contract.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.

The  amount of Owner  control  which may be  exercised  under  the  Contract  is
different in some respects from the  situations  addressed in published  rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
owner was not the owner of the  assets of the  separate  account.  It is unknown
whether  these  differences,  such as the  Owner's  ability  to  transfer  among
investment choices or the number and type of investment choices available, would
cause the Owner to be  considered  as the  owner of the  assets of the  Separate
Account  resulting  in the  imposition  of federal  income tax to the Owner with
respect to earnings allocable to the Contract prior to receipt of payments under
the Contract.

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position,  it  may be  applied  retroactively  resulting  in  the  Owners  being
retroactively determined to be the owners of the assets of the Separate Account.
Due to the  uncertainty in this area,  the Company  reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

Multiple Contracts

The Code provides that multiple non-qualified annuity contracts which are issued
within  a  calendar  year to the  same  contract  owner  by one  company  or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the distributed amounts from such
combination  of contracts.  For purposes of this rule,  contracts  received in a
Section 1035  exchange  will be  considered  issued in the year of the exchange.
Owners  should  consult  a  tax  adviser  prior  to  purchasing  more  than  one
non-qualified annuity contract in any calendar year.

Contracts Owned by Other than Natural Persons

Under Section  72(u) of the Code,  the  investment  earnings on premiums for the
Contracts  will be taxed  currently  to the Owner if the Owner is a  non-natural
person, e.g., a corporation or certain other entities.  Such Contracts generally
will not be treated as annuities for federal income tax purposes.  However, this
treatment  is not  applied to a Contract  held by a trust or other  entity as an
agent for a natural person nor to Contracts held by Qualified Plans.  Purchasers
should  consult their own tax counsel or other tax adviser  before  purchasing a
Contract to be owned by a non-natural person.

Tax Treatment of Assignments

An  assignment  or pledge of a Contract may be a taxable  event.  Owners  should
therefore  consult  competent tax advisers  should they wish to assign or pledge
their Contracts.

Death Benefits

Any death benefits paid under the Contract are taxable to the  beneficiary.  The
rules governing the taxation of payments from an annuity contract,  as discussed
above,  generally  apply to the payment of death  benefits and depend on whether
the death benefits are paid as a lump sum or as annuity  payments.  Estate taxes
may also apply.

Income Tax Withholding

All distributions or the portion thereof which is includible in the gross income
of the Owner are subject to federal income tax withholding.  Generally,  amounts
are withheld from periodic payments at the same rate as wages and at the rate of
10% from non-periodic payments. However, the Owner, in most cases, may elect not
to have taxes withheld or to have withholding done at a different rate.

Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 or Section 403(b) of the Code,  which are not directly  rolled
over to another  eligible  retirement plan or individual  retirement  account or
individual  retirement  annuity,  are subject to a mandatory 20% withholding for
federal income tax. The 20% withholding requirement generally does not apply to:
a) a series of substantially  equal payments made at least annually for the life
or life expectancy of the  participant or joint and last survivor  expectancy of
the participant and a designated  beneficiary,  or for a specified  period of 10
years or more; or b) distributions which are required minimum distributions;  or
c) the portion of the distributions not includible in gross income (i.e. returns
of after-tax  contributions);  or d) hardship  withdrawals.  Participants should
consult  their  own tax  counsel  or other  tax  adviser  regarding  withholding
requirements.

Tax Treatment of Withdrawals - Non-Qualified Contracts

Section  72  of  the  Code  governs  treatment  of  distributions  from  annuity
contracts. It provides that if the Contract Value exceeds the aggregate purchase
payments  made,  any amount  withdrawn  will be treated as coming first from the
earnings and then,  only after the income  portion is exhausted,  as coming from
the principal.  Withdrawn  earnings are  includible in gross income.  It further
provides that a ten percent  (10%)  penalty will apply to the income  portion of
any  premature  distribution.  However,  the  penalty is not  imposed on amounts
received:  (a) after the taxpayer reaches age 59 1/2; (b) after the death of the
Owner; (c) if the taxpayer is totally  disabled (for this purpose  disability is
as defined in Section  72(m)(7) of the Code);  (d) in a series of  substantially
equal periodic  payments made not less frequently than annually for the life (or
life  expectancy)  of the  taxpayer  or for  the  joint  lives  (or  joint  life
expectancies) of the taxpayer and his or her Beneficiary; (e) under an immediate
annuity;  or (f) which are  allocable to purchase  payments made prior to August
14, 1982.

With  respect  to (d)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from  the  date of the  first  periodic  payment,  then  the tax for the year of
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception is used.

The above information does not apply to Qualified Contracts.  However,  separate
tax withdrawal penalties and restrictions may apply to such Qualified Contracts.
(See "Tax Treatment of Withdrawals - Qualified Contracts" below.)

Qualified Plans

The Contracts  offered herein may also be used as Qualified  Contracts.  Owners,
Annuitants  and  Beneficiaries  are cautioned  that  benefits  under a Qualified
Contract may be subject to the terms and  conditions  of the plan  regardless of
the terms and  conditions  of the  Contracts  issued  pursuant to the plan.  The
following discussion of Qualified Contracts is not exhaustive and is for general
informational  purposes only. The tax rules  regarding  Qualified  Contracts are
very complex and will have differing  applications depending on individual facts
and  circumstances.  Each purchaser  should obtain competent tax advice prior to
purchasing Qualified Contracts.

Qualified Contracts include special provisions  restricting  Contract provisions
that may  otherwise  be  available as  described  herein.  Generally,  Qualified
Contracts are not transferable except upon surrender or annuitization.

On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v.
Norris that optional  annuity  benefits  provided  under an employer's  deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary between men and women.  Qualified  Contracts  will utilize  annuity  tables
which do not differentiate on the basis of sex. Such annuity tables will also be
available for use in connection with certain non-qualified deferred compensation
plans.

Individual Retirement Annuities

Section  408(b) of the Code permits  eligible  individuals  to  contribute to an
individual  retirement program known as an Individual  Retirement Annuity (IRA).
Under applicable limitations, certain amounts may be contributed to an IRA which
will be deductible from the individual's  taxable income. These IRAs are subject
to   limitations   on   eligibility,    contributions,    transferability    and
distributions.(See  "Tax Treatment of Withdrawals - Qualified Contracts" below.)
Under  certain  conditions,  distributions  from other IRAs and other  Qualified
Plans may be rolled over or  transferred  on a  tax-deferred  basis into an IRA.
Sales of Contracts for use with IRAs are subject to special requirements imposed
by the Code, including the requirement that certain informational  disclosure be
given to persons  desiring to  establish an IRA.  Purchasers  of Contracts to be
qualified as Individual  Retirement Annuities should obtain competent tax advice
as to the tax treatment and suitability of such an investment.

   ROTH IRAS

Section  408(A) of the Code provides  that  beginning in 1998,  individuals  may
purchase  a new  type of  non-deductible  IRA,  known  as a Roth  IRA.  Purchase
payments  for a Roth IRA are limited to a maximum of $2,000 per year and are not
deductible from taxable income.  Lower maximum  limitations apply to individuals
with adjusted gross incomes  between  $95,000 and $110,000 in the case of single
taxpayers, between $150,000 and $160,000 in the case of married taxpayers filing
joint  returns,  and  between $0 and  $10,000  in the case of married  taxpayers
filing separately. An overall $2,000 annual limitation continues to apply to all
of a taxpayer's IRA contributions, including Roth IRA and non-Roth IRAs.

Qualified  distributions  from Roth IRAs are free from  federal  income  tax.  A
qualified  distribution requires that an individual has held the Roth IRA for at
least five years and, in addition,  that the  distribution  is made either after
the individual reaches age 59 1/2, on the individual's  death or disability,  or
as a qualified first-time home purchase,  subject to a $10,000 lifetime maximum,
for the individual, a spouse, child,  grandchild,  or ancestor. Any distribution
which is not a  qualified  distribution  is taxable to the extent of earnings in
the distribution. Distributions are treated as made from contributions first and
therefore no distributions are taxable until distributions  exceed the amount of
contributions  to the  Roth  IRA.  The  10%  penalty  tax and  the  regular  IRA
exceptions  to the 10%  penalty tax apply to taxable  distributions  from a Roth
IRA.

Amounts may be rolled over from one Roth IRA to another  Roth IRA.  Furthermore,
an  individual  may make a rollover  contribution  from a non-Roth IRA to a Roth
IRA,  unless the  individual  has  adjusted  gross  income over  $100,000 or the
individual is a married taxpayer filing a separate  return.  The individual must
pay tax on any portion of the IRA being rolled over that represents  income or a
previously  deductible  IRA  contribution.  However,  for rollovers in 1998, the
individual may pay that tax ratably over the four taxable year period  beginning
with tax year 1998.

Purchasers  of Contracts to be qualified as a Roth IRA should  obtain  competent
tax advice as to the tax treatment and suitability of such an investment.

Tax Treatment of Withdrawals - Qualified Contracts

Section  72(t) of the Code  imposes a 10% penalty tax on the taxable  portion of
any distribution from qualified retirement plans, including Contracts issued and
qualified under Code Section 408 and 408A (Individual Retirement Annuities).  To
the extent  amounts are not  includible  in gross income  because they have been
rolled over to an IRA or to another eligible Qualified Plan, no tax penalty will
be imposed. The tax penalty will not apply to the following  distributions:  (a)
if distribution is made on or after the date on which the Annuitant  reaches age
59 1/2; (b)  distributions  following  the death or  disability of the Annuitant
(for this purpose disability is as defined in Section 72(m)(7) of the Code); (c)
distributions  that are part of substantially  equal periodic  payments made not
less frequently than annually for the life (or life expectancy) of the Annuitant
or the joint lives (or joint life  expectancies) of the Annuitant and his or her
designated  Beneficiary;  (d) distributions  made to the Annuitant to the extent
such  distributions do not exceed the amount allowable as a deduction under Code
Section  213 to the  Annuitant  for amounts  paid  during the  taxable  year for
medical care; (e) distributions  from an Individual  Retirement  Annuity for the
purchase of medical insurance (as described in Section 213(d)(1)(D) of the Code)
for the  Annuitant  and his or her spouse and  dependents  if the  Annuitant has
received unemployment compensation for at least 12 weeks (this exception will no
longer apply after the Annuitant has been re-employed for at least 60 days); (f)
distributions from an Individual Retirement Annuity made to the Annuitant to the
extent such  distributions do not exceed the qualified higher education expenses
(as defined in Section  72(t)(7) of the Code) of the  Annuitant  for the taxable
year; and (g) distributions  from an Individual  Retirement  Annuity made to the
Annuitant which are qualified first-time home buyer distributions (as defined in
Section 72(t)(8) of the Code).

With  respect  to (c)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception is used.

Generally, distributions from a qualified plan must commence no later than April
1 of the calendar year  following the year in which the employee  attains age 70
1/2.  Required  distributions  must be over a  period  not  exceeding  the  life
expectancy  of the  individual  or the joint lives or life  expectancies  of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.

                               ANNUITY PROVISIONS

Fixed Annuity

A fixed  annuity is an annuity with payments  which are  guaranteed as to dollar
amount by the  Company  and do not vary with the  investment  experience  of the
Separate Account.  The dollar amount of each fixed annuity will be determined in
accordance with annuity tables contained in the contract.

Variable Annuity

A variable annuity is an annuity with payments which: (1) are not  predetermined
as to dollar amount; and (2) will vary in amount with the net investment results
of the applicable investment portfolio(s) of the Separate Account.

Annuity Unit Value

On the  Annuity  Date a fixed  number of  Annuity  Units  will be  purchased  as
follows:

For each  Subaccount  the fixed number of Annuity Units is equal to the Adjusted
Contract Value for all Subaccounts,  divided first by $1000,  then multiplied by
the  appropriate  Annuity Payment amount from the Annuity Table contained in the
Contract  for each  $1000 of value for the  Annuity  Option  selected,  and then
divided by the Annuity Unit value for that Subaccount on the Annuity Date. After
that, the number of Annuity Units in each Subaccount  remains  unchanged  unless
you elect to transfer between  Subaccounts.  All calculations will appropriately
reflect the Annuity Payment frequency selected.

On each Annuity  Payment date, the total Variable  Annuity Payment is the sum of
the Annuity Payments for each  Subaccount.  The Variable Annuity Payment in each
Subaccount  is  determined  by  multiplying  the  number of  Annuity  Units then
allocated to such Subaccount by the Annuity Unit value for that  Subaccount.  On
each subsequent  business day, the value of an Annuity Unit is determined in the
following way:

First:  The net  Investment  Factor is determined as described in the Prospectus
under "Accumulation Units".

Second: The value of an Annuity Unit for a business day is equal to:

     a.   the value of the Annuity Unit for the immediately  preceding  business
          day;

     b.   multiplied by the Net Investment Factor for current business day;

     c.   divided by the  Assumed  Net  Investment  Factor  (see  below) for the
          business day.

The Assumed Net  Investment  Factor is equal to one plus the Assumed  Investment
Return  which is used in  determining  the basis for the purchase of an Annuity,
adjusted to reflect the particular  business day. The Assumed  Investment Return
that we will use is 3 1/2%.  However,  we may agree with you to use a  different
value.

BMA may elect to determine the amount of each annuity  payment up to 10 business
days prior to the elected  payment  date.  The value of your  contract  less any
applicable  premium tax is applied to the applicable  annuity table to determine
the initial annuity payment.



                         MORTALITY AND EXPENSE GUARANTEE

We guarantee that the dollar amount of each Annuity Payment after the first will
not be affected by variations in mortality or expense experience.

                              FINANCIAL STATEMENTS

The unaudited  balance sheet of BMA Variable  Annuity  Account A as of September
30,1999 and the related  statement of  operations  and changes in net assets for
the period ended September 30, 1999 and 1998 follow.

The audited  balance sheet of BMA Variable  Annuity Account A as of December 31,
1998 and the related  statement of operations  and changes in net assets for the
year  ended  December  31,  1998,  and for the period  from  November  24,  1997
(inception),  to  December  31,  1997,  and the  report of Ernst and Young  LLP,
independent auditors with respect thereto, follow.

The audited consolidated  financial statements of the Company as of December 31,
1998 and 1997, and for each of the years in the three year period ended December
31, 1998,  which are also included  herein should be considered  only as bearing
upon the ability of the Company to meet its obligations under the Contracts.



<PAGE>

                         BMA Variable Annuity Account A

                      Statement of Assets and Liabilities

Assets
<TABLE>
<CAPTION>
                                                                                                          September 30,
                                                                                                              1999
                                                                                                           (Unaudited)
<S>                                                                                              <C>
Investments:
Investors Mark Series Fund, Inc. (IMSF):
  Balanced - 39,311 shares at net asset value of $8.98 per share (cost, $377,491)                             $353,013
  Growth and Income - 46,321 shares at net asset value of $12.18 per share (cost, $512,349)                    564,191
  Large Cap Value  - 46,033 shares at net asset value of $9.95 per share (cost, $460,617)                      458,032
  Small Cap Equity  - 27,155 shares at net asset value of $9.47 per share (cost, $216,676)                     257,157
  Large Cap Growth - 21,748 shares at net asset value of $14.25 per share (cost, $263,398)                     309,911
  Intermediate Fixed Income - 26,492 shares at net asset value of $9.94 per share (cost,
   $268,026)                                                                                                   263,332
  Mid Cap Equity - 32,077 shares at net asset value of $10.40 per share (cost, $331,353)                       333,605
  Money Market - 51,864 shares at net asset value of $1.00 per share (cost, $51,864)                            51,864
  Global Fixed Income - 6,436 shares at net asset value of $9.88 per share (cost, $64,162)                      63,585
Berger Institutional Products Trust (Berger IBT):
   Berger IPT International Fund - 33,054 shares at net asset value of $12.14 per share (cost,
    $360,384)                                                                                                  401,274
Dreyfus Corporation:
   Dreyfus Stock Index Fund - 810 shares at net asset value of $33.73 per share (cost, $27,694)                 27,325
   Dreyfus Disciplined Stock Portfolio - 2,569 shares at net asset value of $23.72 per share
    (cost, $62,346)                                                                                             60,947
INVESCO Funds Group, Inc.:
   INVESCO VIF - High Yield Fund - 6,226 shares at net asset value of $11.93 per share (cost,
    $73,914)                                                                                                    74,274
   INVESCO VIF - Equity Income Fund - 782 shares at net asset value of $19.79 per share (cost,
    $15,990)                                                                                                    15,468
Lazard Asset Management:
   Lazard Retirement Small Cap Portfolio - 2,400 shares at net asset value of 9.88 per share
    (cost, $24,788)                                                                                             23,712
American Century Investment Management, Inc.:
   VP Income & Growth - 6,122 shares at net asset value of $7.03 per share (cost, $42,839)                      43,036
   VP Value - 8,406 shares at net asset value of $6.04 per share (cost, $52,614)                                50,770
Receivable from BMA                                                                                                207
                                                                                                            ----------

Total Assets                                                                                                $3,351,703
                                                                                                            ==========
</TABLE>

See accompanying notes to unaudited financial statements.
<PAGE>

Liabilities and net assets

<TABLE>
<CAPTION>
Mortality and expense risks payable                                   $3,778

Net assets are represented by:
                                           ---------------------------------
                                             Number      Unit
                                            Of Units     Value       Amount
                                           ---------------------------------
<S>                                        <C>         <C>        <C>
 IMSF Balanced:
    Accumulation units                        35,827   $ 9.8425      352,630
 IMSF Growth and Income
    Accumulation units                        47,773    11.7966      563,558
 IMSF Large Cap Value
    Accumulation units                        44,190    10.3538      457,538
 IMSF Small Cap Equity
    Accumulation units                        22,083    11.6324      256,882
 IMSF Large Cap Growth
    Accumulation units                        23,589    13.1239      309,577
 IMSF Intermediate Fixed Income
    Accumulation units                        25,616    10.2684      263,037
 IMSF Mid Cap Equity
    Accumulation units                        31,796    10.4808      333,249
 IMSF Money Market
    Accumulation units                         5,009    10.3962       52,072
 IMSF Global Fixed Income
    Accumulation units                         6,237    10.1847       63,518
 Berger IPT International
    Accumulation units                        31,909    12.5615      400,825
 Dreyfus Stock Index
    Accumulation units                         2,621    10.4033       27,266
 Dreyfus Stock Portfolio
    Accumulation units                         5,949    10.2309       60,860
 INVESCO VIF - High Yield Fund
    Accumulation units                         7,102    10.4408       74,147
 INVESCO VIF - Equity Index Fund
    Accumulation units                         1,468    10.5233       15,450
 Lazard Retirement Small Cap Portfolio
    Accumulation units                         2,303    10.2780       23,671
 American Century VP Income & Growth
    Accumulation units                         4,182    10.2705       42,955
 American Century VP Value
    Accumulation units                         5,087     9.9638       50,690
                                                                  ----------
 Net Assets                                                        3,347,925
                                                                  ----------
Total liabilities and net assets                                  $3,351,703
                                                                  ==========
</TABLE>

See accompanying notes to unaudited financial statements.
<PAGE>

                         BMA Variable Annuity Account A
               Statement of Operations and Changes in Net Assets

                Nine Months Ended September 30, 1999 (Unaudited)
<TABLE>
<CAPTION>
                                                         Growth    Large Cap   Small Cap   Large Cap   Intermediate   Mid Cap
                                             Balanced   & Income     Value       Equity      Growth    Fixed Income    Equity
                                           -----------------------------------------------------------------------------------
<S>                                          <C>        <C>        <C>         <C>         <C>         <C>            <C>
Investment Income                            $      0          0           0           0           0              0         0

    Mortality, expense and
    administrative charges                      2,662      5,080       4,382       1,714         263          2,547     3,012
                                           -----------------------------------------------------------------------------------
Net investment income (loss)                   (2,662)    (5,080)     (4,382)     (1,714)       (263)        (2,547)   (3,012)

Capital gain distributions                          0          0           0           0           0              0         0
Realized gain (loss) on investments            (1,382)     1,293       1,312        (291)      3,233           (340)      432
Unrealized appreciation
   (depreciation) on investments               (4,999)    17,406      (3,253)     36,165      12,711            368   (19,910)
                                           -----------------------------------------------------------------------------------
Net realized and unrealized gain
   (loss) on investments                       (6,381)    18,699      (1,941)     35,874      15,944             28   (19,478)
                                           ----------------------------------------------------------------------------------

Net increase (decrease) in net assets
resulting from operations                      (9,043)    13,619      (6,323)     34,160      15,681         (2,519)  (22,490)


Net assets at beginning of year               188,043    414,874     378,460     147,887     195,242        196,533   203,438
Variable annuity deposits                      11,250     29,005      22,089      13,089      11,994         24,236    21,698
Terminations and Withdrawals                   (1,164)    (1,940)     (1,268)     (3,585)     (1,426)        (1,058)   (3,931)
Transfers*                                    163,544    108,000      64,580      65,331      88,086         45,845   134,534
                                           -----------------------------------------------------------------------------------
Net assets at end of period                  $352,630    563,558     457,538     256,882     309,577        263,037   333,249
                                           ===================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                                Money       Global Fixed       Berger IPT
                                                Market         Income        International     Subtotal
                                            --------------------------------------------------------------
<S>                                           <C>           <C>              <C>              <C>
Investment Income                                 2,310             0                 0       $    2,310

    Mortality, expense and
    administrative charges                          794           328             2,895           23,677
                                            --------------------------------------------------------------
Net investment income (loss)                      1,516          (328)           (2,895)         (21,367)

Capital gain distributions                            0             0                 0                0
Realized gain (loss) on investments                   0           (47)            2,636            6,846
Unrealized appreciation
   (depreciation) on investments                      0          (111)           22,089           60,466
                                            --------------------------------------------------------------
Net realized and unrealized gain
   (loss) on investments                              0          (158)           24,725           67,312
                                            --------------------------------------------------------------


Net increase (decrease) in net assets
resulting from operations                         1,516          (486)           21,830           45,945


Net assets at beginning of year                 199,625        14,881           255,115        2,194,098
Variable annuity deposits                       555,218        16,000            14,897          719,476
Terminations and Withdrawals                     (1,068)       (1,064)           (6,133)         (22,637)
Transfers*                                     (703,219)       34,187           115,116          116,004
                                            --------------------------------------------------------------
Net assets at end of period                      52,072        63,518           400,825        3,052,886
                                            ==============================================================
</TABLE>

*Includes transfer activity from (to) other subaccounts and transfers (from) to
the fixed accounts.

See accompanying notes to unaudited financial statements.
<PAGE>

                        BMA Variable Annuity Account A
         Statement of Operations and Changes in Net Assets (continued)

               Nine Months Ended September 30, 1999 (Unaudited)
<TABLE>
<CAPTION>
                                          Dreyfus         Dreyfus         INVESCO           INVESCO              Lazard
                                           Stock        Disciplined       VIF High         VIF Equity          Retirement
                                          Income          Stock            Yield             Income             Small Cap
                                       ---------------------------------------------------------------------------------------
<S>                                        <C>            <C>               <C>              <C>               <C>
Investment Income                            $283                 0              0                  0                   0

  Mortality, expense and
  Administrative charges                      170               199            278                 29                  49
                                       ---------------------------------------------------------------------------------------
Net investment income (loss)                  113              (199)          (278)               (29)                (49)

Capital gain distributions                      0                 0              0                  0                   0
Realized gain (loss) on investments             9                12              4                  1                 269
Unrealized appreciation
   (depreciation) on investments             (369)           (1,399)           360               (522)             (1,076)
                                       ---------------------------------------------------------------------------------------
Net realized and unrealized gain
   (loss) on investments                     (360)           (1,387)           364               (521)               (807)
                                       ---------------------------------------------------------------------------------------

Net increase (decrease) in net assets
 resulting from operations                   (247)           (1,586)            86               (550)               (856)

Net assets at beginning of year                 0                 0              0                  0                   0
Variable annuity deposits                  25,730            45,250         32,000             12,000               3,412
Terminations and Withdrawals                    0                 0              0                  0                   0
Transfers*                                  1,783            17,196         42,061              4,000              21,115
                                       ---------------------------------------------------------------------------------------
Net assets at end of period               $27,266            60,860         74,147             15,450              23,671
                                       =========================================================================================
</TABLE>

*Includes transfer activity from (to) other subaccounts and transfers (from) to
the fixed accounts.
See accompanying notes to unaudited financial statements.


<TABLE>
<CAPTION>
                                           VP
                                        Income &        VP
                                         Growth        Value     Subtotal        Total
                                       -------------------------------------------------
<S>                                      <C>            <C>        <C>          <C>
Investment Income                              3           0          286         2,596

  Mortality, expense and
  Administrative charges                     245         205        1,175        24,256
                                       -------------------------------------------------
Net investment income (loss)                (242)       (205)        (889)      (22,256)

Capital gain distributions                     0           0            0             0
Realized gain (loss) on investments           15          31          341         7,187
Unrealized appreciation
   (depreciation) on investments             197      (1,844)      (4,653)       55,813
                                       -------------------------------------------------
Net realized and unrealized gain
   (loss) on investments                     212      (1,813)      (4,312)       63,000
                                       -------------------------------------------------

Net increase (decrease) in net assets
 resulting from operations                   (30)     (2,018)      (5,201)       40,744

Net assets at beginning of year                0           0            0     2,194,098
Variable annuity deposits                 37,200      41,250      196,842       916,318
Terminations and Withdrawals                   0           0            0       (22,637)
Transfers*                                 5,785      11,458      103,398       219,402
                                       -------------------------------------------------
Net assets at end of period               42,955      50,690      295,039     3,347,925
                                       =================================================
</TABLE>

<PAGE>

                         BMA Variable Annuity Account A
               Statement of Operations and Changes in Net Assets

                Nine Months Ended September 30, 1998 (Unaudited)
<TABLE>
<CAPTION>
                                                     Growth     Large Cap    Small Cap    Large Cap    Intermediate    Mid Cap
                                       Balanced     & Income      Value        Equity       Growth     Fixed Income     Equity
                                      --------------------------------------------------------------------------------------------
<S>                                     <C>          <C>          <C>          <C>           <C>              <C>      <C>
Investment Income                            $0            0            0            0            0               0          0

    Mortality, expense and
    administrative charges                1,195        2,853        2,082          501          425           1,572        698
                                     ---------------------------------------------------------------------------------------------
Net investment income (loss)             (1,195)      (2,853)      (2,082)        (501)        (425)         (1,572)      (698)

Capital gain distributions                    0            0            0            0            0               0          0
Realized gain (loss) on investments          53          210          637            9          783               8        161
Unrealized appreciation
   (depreciation) on investments        (17,905)     (21,713)     (31,269)     (17,596)      (1,737)          7,556    (10,461)
                                     ---------------------------------------------------------------------------------------------
Net realized and unrealized gain
   (loss) on investments                (17,852)     (21,503)     (30,632)     (17,587)        (954)          7,564    (10,300)
                                     ---------------------------------------------------------------------------------------------

Net increase (decrease) in net assets
 resulting from operations              (19,047)     (24,356)     (32,714)     (18,088)      (1,379)          5,992    (10,998)

Net assets at beginning of year           1,009        3,550        3,521        4,923        3,600           1,011      5,494
Variable annuity deposits               127,795      313,553      243,257       51,897       41,800         164,279     78,807
Terminations and Withdrawals                (43)         (80)         (89)          (5)           0               0          0
Transfers*                               49,230       30,322       30,215       14,477        8,393           8,902      3,385
                                     ---------------------------------------------------------------------------------------------
Net assets at end of period            $158,944      322,989      244,190       53,204       52,414         180,184     76,688
                                     =============================================================================================
</TABLE>

*Includes transfer activity from (to) other subaccounts and transfers (from) to
the fixed accounts.
See accompanying notes to unaudited financial statements.



<TABLE>
<CAPTION>
                                         Money      Global Fixed       Berger IPT
                                         Market         Income        International       Total
                                       ------------------------------------------------------------
<S>                                    <C>               <C>                <C>        <C>
Investment Income                           888                0                  0         $888

    Mortality, expense and
    administrative charges                  243              135              1,683       11,387
                                       ------------------------------------------------------------
Net investment income (loss)                645             (135)            (1,683)     (10,499)

Capital gain distributions                    0                0                  0            0
Realized gain (loss) on investments           0                5                394        2,260
Unrealized appreciation
   (depreciation) on investments              0              744            (17,110)    (109,491)
                                       ------------------------------------------------------------
Net realized and unrealized gain
   (loss) on investments                      0              749            (16,716)    (107,231)
                                       ------------------------------------------------------------

Net increase (decrease) in net assets
 resulting from operations                  645              614            (18,399)    (117,730)

Net assets at beginning of year           1,003            1,021              5,017       30,149
Variable annuity deposits               217,958           11,779            188,334    1,439,459
Terminations and Withdrawals                  0                0                  0         (217)
Transfers*                             (157,438)           2,499              6,176       (3,839)
                                       ------------------------------------------------------------
Net assets at end of period              62,168           15,913            181,128    1,347,822
                                       ============================================================
</TABLE>



<PAGE>

                        BMA Variable Annuity Account A

                    Notes to Unaudited Financial Statements

                              September 30, 1999



These financial statements are unaudited but, in management opinion, include all
adjustments necessary for a fair presentation of results.

These interim financial statements should be read in conjunction with the BMA
Variable Annuity Account A report for the year ended December 31, 1998 and the
period from November 24, 1997 (inception) to December 31, 1997.






<PAGE>

                              FINANCIAL STATEMENTS

                         BMA VARIABLE ANNUITY ACCOUNT A

                        Year ended December 31, 1998 and
                   period from November 24, 1997 (inception)
                              to December 31, 1997
                      with Report of Independent Auditors.

                                       1
<PAGE>

                         BMA VARIABLE ANNUITY ACCOUNT A

                              FINANCIAL STATEMENTS

                  Year ended December 31, 1998 and period from
               November 24, 1997 (inception) to December 31, 1997

<TABLE>
<CAPTION>
Contents                                                                    Page
- --------                                                                    ----
<S>                                                                         <C>
Report of Independent Auditors.............................................   1
Audited Financial Statements
Statement of Assets and Liabilities........................................   2
Statements of Operations and Changes in Net Assets.........................   4
Notes to Financial Statements..............................................   6
</TABLE>

                                       1
<PAGE>

                        REPORT OF INDEPENDENT AUDITORS

The Contract Owners of BMA Variable Annuity
Account A and The Board of Directors of
Business Men's Assurance Company of America

   We have audited the accompanying statement of assets and liabilities of BMA
Variable Annuity Account A (the Account) as of December 31, 1998 and the
related statements of operations and changes in net assets for the year ended
December 31, 1998 and for the period from November 24, 1997 (inception) to
December 31, 1997. These financial statements are the responsibility of the
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1998,
by correspondence with the mutual funds' transfer agents. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BMA Variable Annuity
Account A at December 31, 1998, and the results of its operations and changes
in net assets for the year ended December 31, 1998 and for the period from
November 24, 1997 (inception) to December 31, 1997, in conformity with
generally accepted accounting principles.

                                          Ernst & Young LLP

February 5, 1999

                                       1
<PAGE>

                         BMA VARIABLE ANNUITY ACCOUNT A

                      STATEMENT OF ASSETS AND LIABILITIES

                               December 31, 1998

<TABLE>
<S>                                                                  <C>
                               Assets
Investments (Notes 1 and 3):
Investors Mark Series Fund, Inc. (IMSF):
  Balanced--21,209 shares at net asset value of $8.88 per share
   (cost, $207,813)................................................. $  188,334
  Growth and Income--36,028 shares at net asset value of $11.53 per
   share (cost, $380,968)...........................................    415,404
  Large Cap Value--38,357 shares at net asset value of $9.88 per
   share (cost, $378,304)...........................................    378,972
  Small Cap Equity--18,188 shares at net asset value of $8.14 per
   (cost $143,735)..................................................    148,051
  Large Cap Growth--14,603 shares at net asset value of $13.31 per
   share (cost, $160,550)...........................................    194,424
  Intermediate Fixed Income--19,787 shares at net asset value of
   $9.95 per share (cost, $201,945).................................    196,884

  Mid Cap Equity--18,334 shares at net asset value of $11.11 per
   share (cost, $181,530)...........................................    203,692
  Money Market--199,432 shares at net asset value of $1.00 per share
   (cost, $199,432).................................................    199,432
  Global Fixed Income--1,503 shares at net asset value of $9.92 per
   share (cost, $15,377)............................................     14,911
Berger Institutional Products Trust (Berger IBT):
  Berger IPT International Fund--22,787 shares at net asset value of
   $11.21 per share (cost, $236,641)................................    255,442
Receivable from BMA.................................................      1,029
                                                                     ----------
      Total assets.................................................. $2,196,575
                                                                     ==========
</TABLE>

                                       2
<PAGE>

                           Liabilities and net assets

<TABLE>
<S>                                                     <C>    <C>   <C>
Mortality and expense risks payable................................. $    2,477
Net assets are represented by (Note 3):
<CAPTION>
                                                        Number
                                                          of   Unit
                                                        Units  Value   Amount
                                                        ------ ----- ----------
<S>                                                     <C>    <C>   <C>
Investors Mark Series Fund Inc. (IMSF):
  Balanced:
    Accumulation units................................. 20,112 $9.35    188,043
  Growth and Income:
    Accumulation units................................. 37,309 11.12    414,874
  Large Cap Value:
    Accumulation units................................. 37,733 10.03    378,460
  Small Cap Equity:
    Accumulation units................................. 18,394  8.04    147,887
  Large Cap Growth:
    Accumulation units................................. 15,406 12.67    195,242
  Intermediate Fixed Income:
    Accumulation units................................. 18,755 10.48    196,533
  Mid Cap Equity:
    Accumulation units................................. 19,049 10.68    203,438
  Money Market:
    Accumulation units................................. 19,195 10.40    199,625
  Global Fixed Income:
    Accumulation units.................................  1,379 10.79     14,881
  Berger IPT International:
    Accumulation units................................. 21,402 11.92    255,115
                                                                     ----------
Net assets.............................................               2,194,098
                                                                     ----------
      Total liabilities and net assets.................              $2,196,575
                                                                     ==========
</TABLE>


                            See accompanying notes.

                                       3
<PAGE>

                        BMA VARIABLE ANNUITY ACCOUNT A

               STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

                         Year ended December 31, 1998

<TABLE>
<CAPTION>
                               IMSF      IMSF      IMSF      IMSF                                      IMSF
                              Growth    Large     Small     Large        IMSF       IMSF     IMSF     Global
                     IMSF      and       Cap       Cap       Cap     Intermediate Mid Cap   Money     Fixed    Berger IPT
                   Balanced   Income    Value     Equity    Growth   Fixed Income  Equity   Market    Income  International
                   --------  --------  --------  --------  --------  ------------ -------- --------  -------- -------------
<S>                <C>       <C>       <C>       <C>       <C>       <C>          <C>      <C>       <C>      <C>
Investment
income...........  $  9,519  $  4,587  $ 10,874  $     63  $    115    $ 11,817   $  2,000 $  1,351  $  1,250   $  3,578
Expenses (Note
2):
 Mortality,
 expense and
 administrative
 charges.........     1,876     4,791     3,644       969     1,030       2,216      1,903      401       190      2,761
                   --------  --------  --------  --------  --------    --------   -------- --------  --------   --------
Net investment
income...........     7,643      (204)    7,230      (906)     (915)      9,601         97      950     1,060        817
Realized gains
(losses) on
investments......      (87)       626       712      (176)    1,020          17        190      --         70        626
Unrealized
appreciation
(depreciation) on
investments......  (19,483)    34,385       648     4,389    33,699     (5,066)     22,170      --      (480)     18,779
                   --------  --------  --------  --------  --------    --------   -------- --------  --------   --------
Net realized and
unrealized gain
(loss) on
investments......  (19,570)    35,011     1,360     4,213    34,719     (5,049)     22,360      --      (410)     19,405
                   --------  --------  --------  --------  --------    --------   -------- --------  --------   --------
Net increase
(decrease) in net
assets resulting
from operations..  (11,927)    34,807     8,590     3,307    33,804       4,552     22,457      950       650     20,222
Variable annuity
deposits (Notes 2
and 3)...........   127,795   333,303   323,292   119,532   148,962     164,259    147,193  397,036    11,779    221,832
Terminations and
withdrawals......       (43)      (80)      (89)       (5)      --          --         --       --        --         --
Transfers*.......    71,209    43,294    43,146    20,130     8,876      26,711     28,294 (199,364)    1,431      8,044
                   --------  --------  --------  --------  --------    --------   -------- --------  --------   --------
Net increase.....   187,034   411,324   374,939   142,964   191,642     195,522    197,944  198,622    13,860    250,098
Net assets at
beginning of
year.............     1,009     3,550     3,521     4,923     3,600       1,011      5,494    1,003     1,021      5,017
                   --------  --------  --------  --------  --------    --------   -------- --------  --------   --------
Net assets at end
of year..........  $188,043  $414,874  $378,460  $147,887  $195,242    $196,533   $203,438 $199,625  $ 14,881   $255,115
                   ========  ========  ========  ========  ========    ========   ======== ========  ========   ========
<CAPTION>
                     Total
                   -----------
<S>                <C>
Investment
income...........  $   45,154
Expenses (Note
2):
 Mortality,
 expense and
 administrative
 charges.........      19,781
                   -----------
Net investment
income...........      25,373
Realized gains
(losses) on
investments......       2,998
Unrealized
appreciation
(depreciation) on
investments......      89,041
                   -----------
Net realized and
unrealized gain
(loss) on
investments......      92,039
                   -----------
Net increase
(decrease) in net
assets resulting
from operations..     117,412
Variable annuity
deposits (Notes 2
and 3)...........   1,994,983
Terminations and
withdrawals......        (217)
Transfers*.......      51,771
                   -----------
Net increase.....   2,163,949
Net assets at
beginning of
year.............      30,149
                   -----------
Net assets at end
of year..........  $2,194,098
                   ===========
</TABLE>

*Includes transfer activity from (to) other subaccounts and transfers from
 (to) the fixed accounts.

                            See accompanying notes.

                                       4
<PAGE>

                        BMA VARIABLE ANNUITY ACCOUNT A

               STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

        Period from November 24, 1997 (inception) to December 31, 1997

<TABLE>
<CAPTION>
                                                                                                   IMSF
                               IMSF      IMSF      IMSF      IMSF        IMSF      IMSF     IMSF  Global
                     IMSF   Growth and Large Cap Small Cap Large Cap Intermediate Mid Cap  Money  Fixed   Berger IPT
                   Balanced   Income     Value    Equity    Growth   Fixed Income Equity   Market Income International  Total
                   -------- ---------- --------- --------- --------- ------------ -------  ------ ------ ------------- -------
<S>                <C>      <C>        <C>       <C>       <C>       <C>          <C>      <C>    <C>    <C>           <C>
Investment
income...........   $    6    $    1    $    3    $  --     $  --       $    7    $    6   $    4 $    8    $  --      $    35
Expenses (Note
2):
 Mortality,
 expense and
 administrative
 charges.........        1         2         2         4         2           1         4        1      2         5          24
                    ------    ------    ------    ------    ------      ------    ------   ------ ------    ------     -------
Net investment
income...........        5        (1)        1        (4)       (2)          6         2        3      6        (5)         11
Unrealized
appreciation
(depreciation) on
investments......        4        51        20       (73)      102           5        (8)     --      15        22         138
                    ------    ------    ------    ------    ------      ------    ------   ------ ------    ------     -------
Net realized and
unrealized gain
(loss) on
investments......        4        51        20       (73)      102           5        (8)     --      15        22         138
                    ------    ------    ------    ------    ------      ------    ------   ------ ------    ------     -------
Net increase
(decrease) in net
assets resulting
from operations..        9        50        21       (77)      100          11        (6)       3     21        17         149
Variable annuity
deposits (Notes 2
and 3)...........    1,000     3,500     3,500     5,000     3,500       1,000     5,500    1,000  1,000     5,000      30,000
                    ------    ------    ------    ------    ------      ------    ------   ------ ------    ------     -------
Net increase.....    1,009     3,550     3,521     4,923     3,600       1,011     5,494    1,003  1,021     5,017      30,149
Net assets at
beginning of
period...........      --        --        --        --        --          --        --       --     --        --          --
                    ------    ------    ------    ------    ------      ------    ------   ------ ------    ------     -------
Net assets at end
of period........   $1,009    $3,550    $3,521    $4,923    $3,600      $1,011    $5,494   $1,003 $1,021    $5,017     $30,149
                    ======    ======    ======    ======    ======      ======    ======   ====== ======    ======     =======
</TABLE>

                            See accompanying notes.

                                      F-5
<PAGE>

                        BMA VARIABLE ANNUITY ACCOUNT A

                         NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 1998 and 1997

1. Summary of Significant Accounting Policies

Organization

   BMA Variable Annuity Account A (the Account) is a separate account of
Business Men's Assurance Company of America (BMA). The Account is registered
as a unit investment trust under the Investment Company Act of 1940, as
amended.

   Deposits received by the Account are invested in the various funds (mutual
funds not otherwise available to the public) as directed by the owners.
Amounts may be invested in shares of the following portfolios:

  Investors Mark Series Funds, Inc. (IMSF): Balanced (emphasis on long-term
  growth and high current income); Growth and Income (emphasis on long-term
  growth and income without a lot of fluctuation in market value); Large Cap
  Value (emphasis on long-term capital growth); Small Cap Equity (emphasis on
  long-term growth by investing in small- and medium-sized companies); Large
  Cap Growth (emphasis on long-term capital appreciation); Intermediate Fixed
  Income (emphasis on current income with stability of principal and
  liquidity); Mid Cap Equity (emphasis on long-term growth by investing in
  common stock of mid-sized companies); Money Market (emphasis on current
  income while preserving capital and maintaining liquidity) and Global Fixed
  Income (emphasis on maximizing total return and generating a market-level
  return while preserving both liquidity and principal).

  Berger IPT International (emphasis on long-term capital appreciation
  through investments in non-U.S. equity securities of well-established
  companies)

   Under the terms of the investment advisory contracts, portfolio investments
of the underlying mutual funds of IMSF are made by Investors Mark Series Fund,
LLC (IMSF, LLC), which is owned by Jones & Babson, Inc., a wholly-owned
subsidiary of BMA. IMSF, LLC has engaged Standish, Ayer & Wood, Inc. to
provide subadvisory services for the Intermediate Fixed Income Portfolio, the
Mid Cap Equity Portfolio and the Money Market Portfolio. IMSF, LLC has engaged
Standish International Management Company, L.P. to provide subadvisory
services for the Global Fixed Income Portfolio. IMSF, LLC has engaged Stein
Roe & Farnam, Incorporated to provide subadvisory services for the Small Cap
Equity Portfolio and the Large Cap Growth Portfolio. IMSF, LLC has engaged
David L. Babson & Co., Inc. to provide subadvisory services for the Large Cap
Value Portfolio. IMSF, LLC has engaged Lord, Abbett & Co. to provide
subadvisory services for the Growth and Income Portfolio. IMSF, LLC has
engaged Kornitzer Capital Management, Inc. to provide subadvisory services for
the Balanced Portfolio.

   Berger Institutional Products Trust is a mutual fund with multiple
portfolios, one of which, the Berger/BIAM IPT - International Fund, is managed
by BBOI Worldwide LLC. BBOI Worldwide LLC has retained Bank of Ireland Asset
Management (U.S.) Limited (BIAM) as subadvisor.

                                      F-6
<PAGE>

                        BMA VARIABLE ANNUITY ACCOUNT A

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


Investment Valuation

   Investments in mutual fund shares are carried in the balance sheet at
market value (net asset value of the underlying mutual fund). The first-in,
first-out method is used to determine gains and losses. Security transactions
are accounted for on the trade date, and dividend income from the funds to the
Account is recorded on the ex-dividend date and reinvested upon receipt.
Capital gain distributions from the mutual funds to the Account also are
reinvested upon receipt.

   The cost of investments purchased and proceeds from sales were as follows:

<TABLE>
<CAPTION>
                                                                 Period  from
                                                              November  24, 1997
                                             Year ended         (inception) to
                                          December 31, 1998   December 31, 1997
                                        --------------------- ------------------
                                                    Proceeds
                                          Cost of     from         Cost of
                                         Purchases    Sales       Purchases
                                        ----------- --------- ------------------
<S>                                     <C>         <C>       <C>
IMSF Balanced.......................... $   211,341 $   4,447       $ 1,006
IMSF Growth and Income.................     383,734     6,893         3,501
IMSF Large Cap Value...................     382,110     8,021         3,503
IMSF Small Cap Equity..................     140,032     1,121         5,000
IMSF Large Cap Growth..................     161,199     5,169         3,500
IMSF Intermediate Fixed Income.........     205,008     4,087         1,007
IMSF Mid Cap Equity....................     180,591     4,757         5,506
IMSF Money Market......................     398,110   199,682         1,004
IMSF Global Fixed Income...............      16,104     1,805         1,008
Berger IPT International...............     235,706     4,691         5,000
                                        ----------- ---------      --------
  Total................................ $ 2,313,935 $ 240,673      $ 30,035
                                        =========== =========      ========
</TABLE>

Federal Income Taxes

   The operations of the Account form a part of, and are taxed with, the
operations of BMA, which is taxed as a life insurance company under the
Internal Revenue Code. As a result, the net asset values of the subaccounts
are not affected by federal income taxes on income distributions received by
the subaccounts.

Use of Estimates

   The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

2. Variable Annuity Contract Charges

   BMA deducts an administrative fee of $35 per year for each contract, except
for certain contracts based on a minimum account value. Mortality and expense
risks assumed by BMA are compensated for by a fee equivalent to an annual rate
of 1.40% annually of the average daily value of each contract. Initial
purchase payments (excluding amounts allocated to Fixed Account II in the
general account of BMA) in amounts of $75,000 or more made after September 8,
1998 incur a coverage charge of 1.25% annually.

   When applicable, an amount for state premium taxes is deducted as provided
by pertinent state law, either from purchase payments or from the amount
applied to effect an annuity at the time annuity payments commence.

                                      F-7
<PAGE>

                        BMA VARIABLE ANNUITY ACCOUNT A

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


   A contingent deferred sales charge is assessed by BMA against certain
withdrawals during the first seven years of the contract, declining from 7% in
the first year to 1% in the seventh year.

   Contract charges retained by BMA from the proceeds of sales of annuity
contracts were not significant during 1998 or 1997.

3. Summary of Unit Transactions

   Account deposits and terminations, withdrawals and expense charges by units
follow:

<TABLE>
<CAPTION>
                                               Number of Units Number of Units
                                               --------------- ----------------
                                                                 Period from
                                                                 November 24,
                                                 Year ended    1997 (inception)
                                                December 31,   to December 31,
                                                    1998             1997
                                                ------------   ----------------
<S>                                            <C>             <C>
Balanced:
  Variable annuity deposits...................     27,455            100
  Terminations, withdrawals and expense
   charges....................................      7,433
Growth and Income:
  Variable annuity deposits...................     48,186            353
  Terminations, withdrawals and expense
   charges....................................     11,386
Large Cap Value:
  Variable annuity deposits...................     51,953            364
  Terminations, withdrawals and expense
   charges....................................     15,603
Small Cap Equity:
  Variable annuity deposits...................     20,346            507
  Terminations, withdrawals and expense
   charges....................................      5,633
Large Cap Growth:
  Variable annuity deposits...................     24,279            345
  Terminations, withdrawals and expense
   charges....................................      8,962
Intermediate Fixed Income:
  Variable annuity deposits...................     19,058            100
  Terminations, withdrawals and expense
   charges....................................        397
Mid Cap Equity:
  Variable annuity deposits...................     30,935            543
  Terminations, withdrawals and expense
   charges....................................     13,307
Money Market:
  Variable annuity deposits...................     86,798            100
  Terminations, withdrawals and expense
   charges....................................     67,189
Global Fixed Income:
  Variable annuity deposits...................      1,483            100
  Terminations, withdrawals and expense
   charges....................................        204
Berger IPT International:
  Variable annuity deposits...................     22,698            482
  Terminations, withdrawals and expense
   charges....................................      1,732
</TABLE>

                                      F-8
<PAGE>

                        BMA VARIABLE ANNUITY ACCOUNT A

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


4. Impact of Year 2000 (Unaudited)

   BMA continues to monitor the potential impact of the year 2000 on its
systems and those of its primary vendors and business partners. This
assessment extends to both informational technology systems and noninformation
technology systems. All identified modifications to BMA's critical operating
systems have been completed as of December 31, 1998, and BMA continues to
validate completed systems to ensure ongoing compliance. Contingency plans are
being developed and management estimates that these plans will be completed by
mid-1999, prior to any anticipated impact on its operating systems. Total
costs of the modifications have been immaterial to BMA's operations and have
been expensed as incurred.

   BMA does risk that one or more of its critical suppliers or customers
(external relationships) will not be able to interact with BMA due to the
third parties' inability to resolve their own year 2000 issues. BMA is
actively monitoring the compliance programs of those third parties, and formal
communication has been initiated with all major outside service providers.
However, BMA is unable to predict with certainty to what extent its external
relationships will be year 2000 ready.

   The forecast costs, consequences of the year 2000 problem and the dates by
which BMA believes it will complete its various year 2000 computer
modifications are based on its best estimates, which in turn were based on
numerous assumptions of future events including third-party modification and
compliance plans, continued availability of resources and other factors. BMA
cannot be sure that these estimates will be achieved or that the assumptions
are accurate, and actual results could differ materially from those
anticipated.

                                      F-9



<PAGE>



                       CONSOLIDATED FINANCIAL STATEMENTS
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

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



<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

                       CONSOLIDATED FINANCIAL STATEMENTS

                     Years ended December 31, 1998 and 1997

                                    CONTENTS

<TABLE>
<S>                                                                          <C>
Report of Independent Auditors..............................................   1

Audited Consolidated Financial Statements

Consolidated Balance Sheets.................................................   2

Consolidated Statements of Operations.......................................   3

Consolidated Statements of Comprehensive Income.............................   4

Consolidated Statements of Stockholder's Equity.............................   5

Consolidated Statements of Cash Flows.......................................   6

Notes to Consolidated Financial Statements..................................   7
</TABLE>
<PAGE>

                        REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Business Men's Assurance Company of America

   We have audited the accompanying consolidated balance sheets of Business
Men's Assurance Company of America (an ultimate subsidiary of Assicurazioni
Generali, S.p.A.) (the Company) as of December 31, 1998 and 1997, and the
related consolidated statements of operations, comprehensive income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

   In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Business Men's Assurance Company of America at December 31, 1998 and 1997,
and the consolidated results of its operations and its cash flows for each of
the three years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles.

                                          Ernst & Young LLP

Kansas City, Missouri
February 4, 1999

                                      F-1
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               December 31
                                                          ---------------------
                                                             1998       1997
                                                          ---------- ----------
                                                             (In Thousands)
<S>                                                       <C>        <C>
Assets
Investments (Notes 1 and 3):
  Securities available-for-sale, at fair value:
    Fixed maturities (amortized cost--$1,257,705 in 1998
     and $1,308,458 in 1997)............................. $1,277,121 $1,326,018
    Equity securities (cost--$36,214 in 1998 and $46,807
     in 1997)............................................     40,373     57,806
  Mortgage loans on real estate, net of allowance for
   losses of $9,185 in 1998 and $8,435 in 1997...........    875,117    842,149
  Policy loans...........................................     59,780     62,207
  Short-term investments.................................     38,815     47,507
  Other..................................................     44,084      3,424
                                                          ---------- ----------
    Total investments....................................  2,335,290  2,339,111
Cash.....................................................      2,531        --
Accrued investment income................................     18,078     18,520
Premium and other receivables............................     12,017     10,606
Deferred policy acquisition costs........................    112,311    125,065
Property, equipment and software (Note 6)................     16,276     16,753
Reinsurance recoverables:
  Paid benefits..........................................      6,549      6,588
  Benefits and claim reserves ceded......................     95,476     72,000
Other assets (Note 1)....................................     14,852     16,216
Assets held in separate accounts (Note 1)................    300,366     76,964
                                                          ---------- ----------
    Total assets......................................... $2,913,746 $2,681,823
                                                          ========== ==========
Liabilities and stockholder's equity
Future policy benefits:
  Life and annuity (Note 10)............................. $1,253,531 $1,259,319
  Health.................................................     78,527     87,883
Contract account balances................................    677,444    699,244
Policy and contract claims...............................     62,953     58,381
Unearned revenue reserve.................................      9,924     11,284
Other policyholder funds.................................     14,671     14,286
Outstanding checks in excess of bank balances............        --       2,669
Current income taxes payable (Note 7)....................      2,300      2,158
Deferred income taxes (Note 7)...........................     10,650     12,244
Payable to affiliate (Note 10)...........................        771        799
Other liabilities........................................     84,183     72,858
Liabilities related to separate accounts (Note 1)........    300,366     76,964
                                                          ---------- ----------
Total liabilities........................................  2,495,320  2,298,089
Commitments and contingencies (Note 5)
Stockholder's equity (Notes 2 and 11):
  Preferred stock of $1 par value; authorized 3,000,000
   shares, none issued and outstanding...................        --         --
  Common stock of $1 par value; authorized 24,000,000
   shares, 12,000,000 shares issued and outstanding......     12,000     12,000
  Paid-in capital........................................     40,106     40,106
  Accumulated other comprehensive income.................     10,730     14,364
  Retained earnings......................................    355,590    317,264
                                                          ---------- ----------
    Total stockholder's equity...........................    418,426    383,734
                                                          ---------- ----------
    Total liabilities and stockholder's equity........... $2,913,746 $2,681,823
                                                          ========== ==========
</TABLE>

                            See accompanying notes.

                                      F-2
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                     Year ended December 31
                                                   ---------------------------
                                                     1998     1997      1996
                                                   -------- --------  --------
                                                         (In Thousands)
<S>                                                <C>      <C>       <C>
Revenues:
  Premiums:
    Life and annuity.............................. $170,494 $154,602  $142,461
    Health........................................   27,199   43,518    60,491
  Other insurance considerations..................   37,599   37,928    38,780
  Net investment income (Note 3)..................  181,528  167,958   146,564
  Realized gains, net (Note 3)....................   10,556    5,121     5,906
  Other income....................................   44,123   35,941    26,802
                                                   -------- --------  --------
      Total revenues..............................  471,499  445,068   421,004
Benefits and expenses:
  Life and annuity benefits.......................  144,979  126,345   122,915
  Health benefits.................................   15,547   27,812    42,224
  Increase in policy liabilities including
   interest credited to account balances..........  101,650  104,581    94,530
  Commissions.....................................   51,881   53,622    55,180
  (Increase) decrease in deferred policy
   acquisition costs..............................   11,271   (1,229)   (5,459)
  Taxes, licenses and fees........................    3,739    4,654     5,229
  Other operating costs and expenses..............   87,301   90,562    78,133
                                                   -------- --------  --------
      Total benefits and expenses.................  416,368  406,347   392,752
                                                   -------- --------  --------
Income from continuing operations before income
 tax expense......................................   55,131   38,721    28,252
Income tax expense (Note 7).......................   16,805    2,532    10,168
                                                   -------- --------  --------
Income from continuing operations.................   38,326   36,189    18,084
Discontinued operations (Note 12):
  Gain on sale of discontinued operations, net of
   income tax expense of $735 in 1996.............      --       --      1,416
                                                   -------- --------  --------
Income from discontinued operations...............      --       --      1,416
                                                   -------- --------  --------
      Net income.................................. $ 38,326 $ 36,189  $ 19,500
                                                   ======== ========  ========
</TABLE>


                            See accompanying notes.

                                      F-3
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                     Year ended December 31
                                                     -------------------------
                                                      1998     1997     1996
                                                     -------  -------  -------
                                                         (In Thousands)
<S>                                                  <C>      <C>      <C>
Net income.......................................... $38,326  $36,189  $19,500
Other comprehensive income:
  Unrealized holding gains (losses) arising during
   period...........................................   2,597   25,009  (21,346)
  Less realized gains included in net income........   6,760    1,868    7,851
                                                     -------  -------  -------
    Net unrealized gains (losses)...................  (4,163)  23,141  (29,197)
Effect on deferred policy acquisition costs.........  (1,483)  (7,189)  13,418
Effect on unearned revenue reserve..................      55      474   (2,082)
Deferred income taxes...............................   1,957   (5,748)   6,250
                                                     -------  -------  -------
Other comprehensive income..........................  (3,634)  10,678  (11,611)
                                                     -------  -------  -------
    Comprehensive income............................ $34,692  $46,867  $ 7,889
                                                     =======  =======  =======
</TABLE>




                            See accompanying notes.

                                      F-4
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                      Year ended December 31
                                                    ---------------------------
                                                      1998      1997     1996
                                                    --------  -------- --------
                                                          (In Thousands)
<S>                                                 <C>       <C>      <C>
Common stock:
  Balance at beginning and end of year............. $ 12,000  $ 12,000 $ 12,000
Paid-in capital:
  Balance at beginning of year.....................   40,106    40,106   25,106
    Additional paid-in capital.....................      --        --    15,000
                                                    --------  -------- --------
  Balance at end of year...........................   40,106    40,106   40,106
Accumulated other comprehensive income:
  Balance at beginning of year.....................   14,364     3,686   15,297
    Change in net unrealized gains (losses)........   (3,634)   10,678  (11,611)
                                                    --------  -------- --------
  Balance at end of year...........................   10,730    14,364    3,686
Retained earnings:
  Balance at beginning of year.....................  317,264   281,075  266,575
    Net income.....................................   38,326    36,189   19,500
    Dividends declared (Note 2)....................      --        --    (5,000)
                                                    --------  -------- --------
  Balance at end of year...........................  355,590   317,264  281,075
                                                    --------  -------- --------
Total stockholder's equity......................... $418,426  $383,734 $336,867
                                                    ========  ======== ========
</TABLE>



                            See accompanying notes.

                                      F-5
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                   Year ended December 31
                                                -------------------------------
                                                  1998       1997       1996
                                                ---------  ---------  ---------
                                                       (In Thousands)
<S>                                             <C>        <C>        <C>
Operating activities
Net income....................................  $  38,326  $  36,189  $  19,500
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Deferred income tax (benefit)...............        363     (8,416)     4,146
  Realized gains, net.........................    (10,556)    (5,121)    (5,906)
  Gain on disposal of discontinued segment....        --         --      (2,151)
  Discount accretion, net.....................     (1,618)      (975)    (1,246)
  Policy loans lapsed in lieu of surrender
   benefits...................................      3,740      1,021      2,996
  Depreciation................................      2,524      3,778      4,153
  Amortization................................        782        782        782
  Changes in assets and liabilities:
   (Increase) decrease in accrued investment
    income....................................        442         19     (1,392)
   (Increase) decrease in receivables and
    reinsurance recoverables..................    (24,876)   (15,425)     2,761
   Policy acquisition costs deferred..........    (22,484)   (28,449)   (31,745)
   Policy acquisition costs amortized.........     33,755     27,220     26,286
   Increase (decrease) in income taxes
    payable...................................        142     (2,187)     5,518
   Increase in accrued policy benefits, claim
    reserves, unearned revenues and
    policyholder funds........................     19,189     30,777     32,331
   Interest credited to policyholder accounts.     77,358     79,312     69,494
   Increase (decrease) in outstanding checks
    in excess of bank balances................     (2,669)    (2,004)       805
   Decrease in other assets and other
    liabilities, net..........................      2,344      7,269        412
 Other, net...................................         19       (433)    (1,208)
                                                ---------  ---------  ---------
Net cash provided by operating activities.....    116,781    123,357    125,536
Investing activities
Purchases of investments:
 Securities available-for-sale:
   Fixed maturities...........................   (603,142)  (464,419)  (527,172)
   Equity securities..........................    (12,969)   (31,625)   (17,586)
 Mortgage and policy loans....................   (310,127)  (237,990)  (259,438)
 Other........................................    (41,118)       --         --
Sales, calls or maturities of investments:
 Maturities and calls of securities
  available-for-sale:
   Fixed maturities...........................    305,013    167,000    117,057
 Sales of securities available-for-sale:
   Fixed maturities...........................    360,296    284,124    238,051
   Equity securities..........................     22,632     14,379     12,444
 Mortgage and policy loans....................    277,325     98,554     66,934
 Real estate..................................        --       5,854      2,194
Purchase of property, equipment and software..     (1,805)    (1,949)      (290)
Net (increase) decrease in short-term
 investments..................................      8,692     (7,516)    36,272
Proceeds from sale of discontinued operations.        --         --         632
Distributions from unconsolidated related
 parties......................................      1,466      1,514        718
                                                ---------  ---------  ---------
Net cash provided by (used in) investing
 activities...................................      6,263   (172,074)  (330,184)
Financing activities
Dividends paid................................        --         --      (5,000)
Additional paid-in capital....................        --         --      15,000
Deposits from interest sensitive and
 investment-type contracts....................    245,620    323,487    381,865
Withdrawals from interest sensitive and
 investment-type contracts....................   (375,459)  (295,633)  (187,217)
Net proceeds from reverse repurchase
 borrowing....................................     30,189     40,925     35,173
Retirement of reverse repurchase borrowing....    (20,863)   (20,062)   (35,173)
                                                ---------  ---------  ---------
Net cash provided by (used in) financing
 activities...................................   (120,513)    48,717    204,648
                                                ---------  ---------  ---------
Net increase in cash..........................      2,531        --         --
Cash at beginning of year.....................        --         --         --
                                                ---------  ---------  ---------
Cash at end of year...........................  $   2,531  $     --   $     --
                                                =========  =========  =========
Supplemental disclosures of cash flow
 information
For purposes of the statements of cash flows,
 Business Men's Assurance Company of America
 considers only cash on hand and demand
 deposits to be cash
Cash paid during the year for:
 Income taxes.................................  $  16,300  $  13,135  $   1,239
                                                =========  =========  =========
 Interest paid on reverse repurchase
  borrowing...................................  $     299  $     369  $     620
                                                =========  =========  =========
Supplemental schedule of noncash investing and
 financing activities
Real estate acquired through foreclosure......  $     --   $   1,236  $   3,033
                                                =========  =========  =========
</TABLE>

                            See accompanying notes.

                                      F-6

<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

 Organization

   Business Men's Assurance Company of America (the Company) is a Missouri-
domiciled life insurance company licensed to sell insurance products in 49
states and the District of Columbia. The Company offers a diversified
portfolio of individual and group insurance and investment products both
directly, primarily distributed through general agencies, and through
reinsurance assumptions. Assicurazioni Generali S.p.A. (Generali), an Italian
insurer, is the ultimate parent company.

 Principles of Consolidation and Basis of Presentation

   The accompanying consolidated financial statements include the accounts of
the Company and all majority-owned subsidiaries. All significant intercompany
transactions have been eliminated in consolidation.

 Investments

   The Company's entire investment portfolio is designated as available-for-
sale. Changes in fair values of available-for-sale securities, after
adjustment of deferred policy acquisition costs (DPAC) and deferred income
taxes, are reported as unrealized gains or losses directly in accumulated
other comprehensive income. The DPAC offset to the unrealized gains or losses
represents valuation adjustments or reinstatements of DPAC that would have
been required as a charge or credit to operations had such unrealized amounts
been realized.

   The amortized cost of fixed maturity investments classified as available-
for-sale is adjusted for amortization of premiums and accretion of discounts.
That amortization or accretion is included in net investment income.

   Mortgage loans and mortgage-backed securities are carried at unpaid
balances adjusted for accrual of discount and allowances for other than
temporary decline in value. Policy loans are carried at unpaid balances.

   Real estate is stated at the lower of cost or fair value. At December 31,
1998 and 1997, no real estate was owned. Profit is recognized on real estate
sales when down payment, continuing investment and transfer of risk criteria
have been satisfied. Property, equipment and software, and the home office
building are generally valued at cost, including development costs, less
allowances for depreciation and other than temporary decline in value.

   Property, equipment and software are being depreciated over the estimated
useful lives of the assets, principally on a straight-line basis. Depreciation
rates on these assets are set forth in Note 6.

   Realized gains and losses on sales of investments and declines in value
considered to be other than temporary are recognized in net earnings on the
specific identification basis.

 Impairment of Loans

   Financial Accounting Standards Board (FASB) Statement of Financial
Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment
of a Loan," and SFAS No. 118, "Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosures," require that an impaired mortgage
loan's fair value be measured based on the present value of future cash flows
discounted at the loan's effective interest rate, at the loan's observable
market price or at the fair value of the collateral if the loan is collateral
dependent. If the fair value of a mortgage loan is less than the recorded
investment in the loan, the difference is recorded as an allowance for
mortgage loan losses. The change in the allowance for mortgage loan losses is
reported with realized gains or losses on investments. Interest income on
impaired loans is recognized on a cash basis.

                                      F-7
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 Use of Estimates

   The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

 Deferred Policy Acquisition Costs

   Certain commissions, expenses of the policy issue and underwriting
departments and other variable policy issue expenses have been deferred. For
limited payment and other traditional life insurance policies, these deferred
acquisition costs are being amortized over a period of not more than 25 years
in proportion to the ratio of the expected annual premium revenue to the
expected total premium revenue. Expected premium revenue was estimated with
the same assumptions used for computing liabilities for future policy benefits
for these policies.

   For universal life-type insurance and investment-type products, the
deferred policy acquisition costs are amortized over a period of not more than
25 years in relation to the present value of estimated gross profits arising
from estimates of mortality, interest, expense and surrender experience. The
estimates of expected gross profits are evaluated regularly and are revised if
actual experience or other evidence indicates that revision is appropriate.
Upon revision, total amortization recorded to date is adjusted by a charge or
credit to current earnings.

   Deferred policy acquisition costs are evaluated to determine that the
unamortized portion of such costs does not exceed recoverable amounts after
considering anticipated investment income.

 Recognition of Insurance Revenue and Related Expenses

   For limited payment and other traditional life insurance policies, premium
income is reported as earned when due, with past-due premiums being reserved.
Profits are recognized over the life of these contracts by associating
benefits and expenses with insurance in force for limited payment policies and
with earned premiums for other traditional life policies. This association is
accomplished by a provision for liability for future policy benefits and the
amortization of policy acquisition costs. Accident and health premium revenue
is recognized on a pro rata basis over the terms of the policies.

   For universal life and investment-type policies, contract charges for
mortality, surrender and expense, other than front-end expense charges, are
reported as other insurance considerations revenue when charged to
policyholders' accounts. Expenses consist primarily of benefit payments in
excess of policyholder account values and interest credited to policyholder
accounts. Profits are recognized over the life of universal life-type
contracts through the amortization of policy acquisition costs and deferred
front-end expense charges with estimated gross profits from mortality,
interest, surrender and expense.

 Policy Liabilities and Contract Values

   The liability for future policy benefits for limited payment and other
traditional life insurance contracts has been computed primarily by a net
level premium reserve method based on estimates of future investment yield,
mortality and withdrawals made at the time gross premiums were calculated.
Assumptions used in computing future policy benefits are as follows: interest
rates range from 3.25% to 8.50%, depending on the year of issue; withdrawal
rates for individual life policies issued in 1966 and after are based on
Company experience, and policies issued prior to 1966 are based on industry
tables; and mortality rates are based on mortality tables that consider
Company experience. The liability for future policy benefits is graded to
reserves stipulated by the policy over a period of 20 to 25 years or the end
of the premium paying period, if less.

                                      F-8
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   For universal life and investment-type contracts, the account value before
deduction of any surrender charges is held as the policy liability. An
additional liability is established for deferred front-end expense charges on
universal life-type policies. These expense charges are recognized in income
as insurance considerations using the same assumptions as are used to amortize
deferred policy acquisition costs.

   Claims and benefits payable for reported disability income claims have been
computed as the present value of expected future benefit payments based on
estimates of future investment yields and claim termination rates. The amount
of benefits payable included in the future policy benefit reserves and policy
and contract claims for December 31, 1998 and 1997 was $30,262,000 and
$47,211,000, respectively. Interest rates used in the calculation of future
investment yields vary based on the year the claim was incurred and range from
3% to 8.75%. Claim termination rates are based on industry tables.

   Other accident and health claims and benefits payable for reported claims
and incurred but not reported claims are estimated using prior experience. The
methods of calculating such estimates and establishing the related liabilities
are periodically reviewed and updated. Any adjustments needed as a result of
periodic reviews are reflected in current operations.

 Federal Income Taxes

   Deferred federal income taxes have been provided in the consolidated
financial statements to recognize temporary differences between the financial
reporting and tax bases of assets and liabilities measured using enacted tax
rates and laws (See Note 7). Temporary differences are principally related to
deferred policy acquisition costs, the provision for future policy benefits,
accrual of discounts on investments, accrued expenses, accelerated
depreciation and unrealized investment gains and losses.

 Separate Accounts

   These accounts arise from four lines of business--variable annuities,
variable universal life, variable 401(k) and MBIA insured guaranteed
investment contracts (GIC). The separate account assets are legally segregated
and are not subject to the claims which may arise from any other business of
the Company.

   The assets and liabilities of the variable lines of business are reported
at fair value since the underlying investment risks are assumed by the
policyowners. Investment income and gains or losses arising from the variable
line of business accrue directly to the policyowners and are, therefore, not
included in investment earnings in the accompanying consolidated statements of
operations. Revenues to the Company from variable products consist primarily
of contract maintenance charges and administration fees. Separate account
assets and liabilities for the variable lines of business totaled $3,409,000
on December 31, 1998 and $30,000 on December 31, 1997.

   The assets of the MBIA GIC line of business are maintained at an amount
equal to the related liabilities. These assets related to the MBIA GIC line of
business include securities available-for-sale reported at fair value and
mortgage loans carried at unpaid balances. Changes in fair values of
available-for-sale securities, net of deferred income taxes, are reported as
unrealized gains or losses directly in accumulated other comprehensive income.

   The liabilities are reported at the original deposit amount plus accrued
interest guaranteed to the contractholders. Investment income and gains or
losses arising from MBIA GIC investments are included in investment earnings
in the accompanying consolidated statements of operations. The guaranteed
interest payable

                                      F-9
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

is included in the increase in policy liabilities in the accompanying
consolidated statements of operations. Separate account assets and liabilities
for the MBIA GIC line of business totaled $296,957,000 on December 31, 1998
and $76,934,000 on December 31, 1997.

 Intangible Assets

   At December 31, 1998, goodwill of $11,541,000 (1997--$12,323,000), net of
accumulated amortization of $4,107,000 (1997--$3,325,000) resulting from the
acquisition of a subsidiary, is included in other assets. Goodwill is being
amortized over a period of 20 years on a straight-line basis, and amortization
amounted to $782,000 for each of the years ended December 31, 1998, 1997 and
1996.

 Fair Values of Financial Instruments

   SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheets, for which it is practicable
to estimate that value. In cases where quoted market prices are not available,
fair values are based on estimates using present value or other valuation
techniques. Those techniques are significantly affected by the assumptions
used, including the discount rate and estimates of future cash flows. In that
regard, the derived fair value estimates cannot be substantiated by comparison
to independent markets and, in many cases, could not be realized in immediate
settlement of the instruments. SFAS No. 107 excludes certain financial
instruments and all nonfinancial instruments from its disclosure requirements.
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Company:

<TABLE>
<CAPTION>
                                       December 31, 1998     December 31, 1997
                                     --------------------- ---------------------
                                      Carrying              Carrying
                                       Amount   Fair Value   Amount   Fair Value
                                     ---------- ---------- ---------- ----------
                                                   (In Thousands)
<S>                                  <C>        <C>        <C>        <C>
Fixed maturities (Note 3)..........  $1,277,121 $1,277,121 $1,326,018 $1,326,018
Equity securities (Note 3).........      43,373     40,373     57,806     57,806
Mortgage loans.....................     875,117    934,712    842,149    867,552
Policy loans.......................      59,780     55,579     62,207     57,491
Short-term investments.............      38,815     38,815     47,507     47,507
Cash...............................       2,531      2,531        --         --
Reinsurance recoverables:
  Paid benefits....................       6,549      6,549      6,588      6,588
  Benefits and claim reserves......      95,476     95,476     72,000     72,000
Assets held in separate accounts...     300,366    302,549     76,964     77,061
Investment-type insurance contracts
 (Note 4)..........................   1,456,634  1,453,909  1,277,362  1,256,129
</TABLE>

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

     Cash and short-term investments: The carrying amounts reported in the
  balance sheets for these instruments approximate their fair values.

     Investment securities: Fair values for fixed maturity securities are
  based on quoted market prices, where available. For fixed maturity
  securities not actively traded, fair values are estimated using values
  obtained from independent pricing services or, in the case of private
  placements, by discounting expected future cash flows using a current
  market rate applicable to the yield, credit quality and maturity of the
  investments. The fair value for equity securities is based on quoted market
  prices.

                                     F-10
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


     Off-balance-sheet instruments: The fair value for outstanding loan
  commitments approximates the amount committed, as all loan commitments were
  made within the last 60 days of the year.

     Mortgage loans and policy loans: The fair value for mortgage loans and
  policy loans is estimated using discounted cash flow analyses, using
  interest rates currently being offered for loans with similar terms to
  borrowers of similar credit quality. Loans with similar characteristics are
  aggregated for purposes of the calculations. The carrying amount of accrued
  interest approximates its fair value.

     Reinsurance recoverables: The carrying values of reinsurance
  recoverables approximate their fair values.

     Flexible and single premium deferred annuities: The cash surrender value
  of flexible and single premium deferred annuities approximates their fair
  value.

     Guaranteed investment contracts: The fair value for the Company's
  liabilities under guaranteed investment contracts is estimated using
  discounted cash flow analyses, using interest rates currently being offered
  for similar contracts with maturities consistent with those remaining for
  the contracts being valued.

 Financial Instruments with Off-Balance-Sheet Risk

   In the normal course of business, the Company becomes a party to various
financial transactions to reduce its exposure to fluctuations in interest
rates. The Company has entered into interest rate swap contracts for the
purpose of converting either the variable interest rate characteristics of
certain investments to fixed rates or from fixed rates to variable rates. The
purpose of these swaps is to better match the invested assets of the Company
with the related insurance liabilities (guaranteed investment contracts) that
the investments are supporting. The net interest effect of such swap
transactions is reported as an adjustment of interest income as incurred. The
notional amount of these contracts was $40,000,000 at December 31, 1998 and
$25,000,000 at December 31, 1997.

 Postretirement Benefits

   The projected future cost of providing postretirement benefits, such as
health care and life insurance, is recognized as an expense as employees
render service. See Note 8 for further disclosures with respect to
postretirement benefits other than pensions.

 Accounting Changes

   In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement had no impact on the Company's net income or stockholder's equity.

   SFAS No. 130 requires unrealized gains or losses on the Company's
available-for-sale securities, which prior to adoption were reported
separately in equity, to be included in other comprehensive income. Prior year
consolidated financial statements have been reclassified to conform to the
requirements of SFAS No. 130.

   SFAS No. 132, "Employer's Disclosures about Pension and Other
Postretirement Benefits," enhances disclosure requirements from previously
adopted SFAS Nos. 87 and 106. This standard has no financial impact and was
adopted at year end 1998.

 Reclassification

   Certain amounts for 1997 and 1996 have been reclassified to conform to the
current year presentation.

                                     F-11
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


2. Dividend Limitations

   Missouri has legislation that requires prior reporting of all dividends to
the Director of Insurance. The Company, as a regulated life insurance company,
may pay a dividend from unassigned surplus without the approval of the
Missouri Department of Insurance if the aggregate of all dividends paid during
the preceding 12-month period does not exceed the greater of 10% of statutory
stockholder's equity at the end of the preceding calendar year or the
statutory net gain from operations for the preceding calendar year. A portion
of the statutory equity of the Company that is available for dividends would
be subject to additional federal income taxes should distribution be made from
"policyholders' surplus" (see Note 7).

   As of December 31, 1998 and 1997, the Company's statutory stockholder's
equity was $226,345,000 and $188,193,000, respectively. Statutory net gain
from operations and net income for each of the three years in the period ended
December 31, 1998 were as follows:

<TABLE>
<CAPTION>
                                                        Year ended December 31
                                                        -----------------------
                                                         1998    1997    1996
                                                        ------- ------- -------
                                                            (In Thousands)
      <S>                                               <C>     <C>     <C>
      Net gain from operations......................... $36,305 $18,545 $10,898
      Net income.......................................  44,692  14,540  10,381
</TABLE>

3. Investment Operations

   The Company's investments in securities are summarized as follows:

<TABLE>
<CAPTION>
                                                 December 31, 1998
                                    -------------------------------------------
                                                 Gross      Gross
                                    Amortized  Unrealized Unrealized
                                       Cost      Gains      Losses   Fair Value
                                    ---------- ---------- ---------- ----------
                                                  (In Thousands)
   <S>                              <C>        <C>        <C>        <C>
   Fixed maturities:
     U.S. Treasury securities and
      obligations of U.S.
      government corporations and
      agencies..................... $   83,444  $ 1,848    $  (159)  $   85,133
     Obligations of states and
      political subdivisions            27,093    2,160        --        29,253
     Debt securities issued by
      foreign governments                4,416       82        (24)       4,474
     Corporate securities..........    411,490   12,676     (2,877)     421,289
     Mortgage-backed securities....    712,853    9,028     (3,833)     718,048
     Redeemable preferred stocks...     18,409      524         (9)      18,924
                                    ----------  -------    -------   ----------
   Total...........................  1,257,705   26,318     (6,902)   1,277,121
   Equity securities...............     36,214    5,981     (1,822)      40,373
                                    ----------  -------    -------   ----------
                                    $1,293,919  $32,299    $(8,724)  $1,317,494
                                    ==========  =======    =======   ==========
</TABLE>

                                     F-12
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)



<TABLE>
<CAPTION>
                                                 December 31, 1997
                                    -------------------------------------------
                                                 Gross      Gross
                                    Amortized  Unrealized Unrealized
                                       Cost      Gains      Losses   Fair Value
                                    ---------- ---------- ---------- ----------
                                                  (In Thousands)
   <S>                              <C>        <C>        <C>        <C>
   Fixed maturities:
     U.S. Treasury securities and
      obligations of U.S.
      government corporations and
      agencies..................... $   67,406  $ 1,233    $   (46)  $   68,593
     Obligations of states and
      political subdivisions.......     36,053    1,472         (9)      37,516
     Debt securities issued by
      foreign governments..........      3,975      121       (126)       3,970
     Corporate securities..........    427,242    8,955     (2,004)     434,193
     Mortgage-backed securities....    755,467   10,153     (2,330)     763,290
     Redeemable preferred stocks...     18,315      206        (65)      18,456
                                    ----------  -------    -------   ----------
   Total...........................  1,308,458   22,140     (4,580)   1,326,018
   Equity securities...............     46,807   12,419     (1,420)      57,806
                                    ----------  -------    -------   ----------
                                    $1,355,265  $34,559    $(6,000)  $1,383,824
                                    ==========  =======    =======   ==========
<CAPTION>
</TABLE>

   The amortized cost and estimated fair value of fixed maturity securities at
December 31, 1998, by contractual maturity, are as follows. Expected maturities
will differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.
Maturities of mortgage-backed securities have not been set forth in the
following table, as such securities are not due at a single maturity date:

<TABLE>
<CAPTION>
                                                          Amortized
                                                             Cost    Fair Value
                                                          ---------- ----------
                                                             (In Thousands)
      <S>                                                 <C>        <C>
      Due in one year or less............................ $    8,022 $    8,120
      Due after one year through five years..............    194,668    199,802
      Due after five years through 10 years..............    221,128    228,871
      Due after 10 years.................................    121,034    122,280
                                                          ---------- ----------
                                                             544,852    559,073
      Mortgage-backed securities.........................    712,853    718,048
                                                          ---------- ----------
      Total fixed maturity securities.................... $1,257,705 $1,277,121
                                                          ========== ==========
</TABLE>

                                      F-13
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The majority of the Company's mortgage loan portfolio is secured by real
estate. The following table presents information about the location of the
real estate that secures mortgage loans in the Company's portfolio:

<TABLE>
<CAPTION>
                                                                Carrying Amount
                                                               as of December 31
                                                               -----------------
                                                                 1998     1997
                                                               -------- --------
                                                                (In Thousands)
      <S>                                                      <C>      <C>
      State:
        California............................................ $ 69,913 $ 71,675
        Arizona...............................................   65,135   65,030
        Missouri..............................................   62,462   51,839
        Texas.................................................   59,900   60,821
        Florida...............................................   49,789   42,549
        Utah..................................................   44,110   37,821
        Kansas................................................   38,509   34,267
        Oklahoma..............................................   38,394   47,569
        Washington............................................   38,136   39,824
        Other.................................................  408,769  390,754
                                                               -------- --------
                                                               $875,117 $842,149
                                                               ======== ========
</TABLE>

   The following table lists the Company's investment in impaired mortgage
loans and related allowance for credit losses at December 31. The table also
includes the average recorded investment in impaired loans and interest income
on impaired loans:

<TABLE>
<CAPTION>
                                                             1998  1997   1996
                                                             ---- ------ ------
                                                               (In Thousands)
      <S>                                                    <C>  <C>    <C>
      Impaired mortgage loans............................... $--  $1,069 $2,516
      Allowance for credit losses...........................  --     244    691
                                                             ---- ------ ------
      Net recorded investment in impaired loans............. $--  $  825 $1,825
                                                             ==== ====== ======
      Average recorded investment in impaired loans......... $413 $1,325 $2,667
                                                             ==== ====== ======
      Interest income on impaired loans..................... $--  $   57 $  115
                                                             ==== ====== ======
</TABLE>

   Bonds, mortgage loans, preferred stocks and common stocks approximating
$4,900,000 and $4,600,000 were on deposit with regulatory authorities at
December 31, 1998 and 1997, respectively.

                                     F-14
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Set forth below is a summary of consolidated net investment income for the
years ended December 31:

<TABLE>
<CAPTION>
                                                       1998     1997     1996
                                                     -------- -------- --------
                                                           (In Thousands)
      <S>                                            <C>      <C>      <C>
      Fixed maturities:
        Bonds....................................... $ 94,975 $ 92,741 $ 86,066
        Redeemable preferred stocks.................    1,603    1,309      814
      Equity securities:
        Common stocks...............................      702      793      579
        Nonredeemable preferred stocks..............      237      541      438
      Mortgage loans on real estate.................   75,768   66,053   52,973
      Real estate...................................       18      612      935
      Policy loans..................................    3,667    3,906    3,953
      Short-term investments........................    4,334    2,955    3,016
      Other.........................................    2,685    1,223      269
                                                     -------- -------- --------
                                                      183,989  170,133  149,043
      Less:
        Investment expenses.........................    2,461    2,175    2,479
                                                     -------- -------- --------
      Net investment income from continuing
       operations................................... $181,528 $167,958 $146,564
                                                     ======== ======== ========
</TABLE>

   Realized gains (losses) on securities disposed of during 1998, 1997 and
1996 consisted of the following:

<TABLE>
<CAPTION>
                                                     1998     1997     1996
                                                    -------  -------  -------
                                                        (In Thousands)
      <S>                                           <C>      <C>      <C>
      Fixed maturity securities:
        Gross realized gains....................... $ 5,149  $10,499  $ 7,953
        Gross realized losses......................  (1,420)  (4,690)  (1,622)
      Equity securities:
        Gross realized gains.......................   7,395    3,204    2,001
        Gross realized losses......................  (1,636)    (777)     --
      Other investments............................   1,068   (3,115)  (2,426)
                                                    -------  -------  -------
      Net realized gains........................... $10,556  $ 5,121  $ 5,906
                                                    =======  =======  =======
</TABLE>

   Sales of investments in securities in 1998, 1997 and 1996, excluding
maturities and calls, resulted in gross realized gains of $10,980,000,
$8,362,000 and $9,798,800 and gross realized losses of $2,304,500, $1,017,000
and $1,290,500 respectively.

   There were no nonincome producing investments at December 31, 1998 and
1997.

   The Company began investing in the Cypress Tree Investment Fund LLC during
1998. The Company has invested $40 million in the partnership, which primarily
invests in senior secured loans. The Company's portion of the investment is
approximately 43% of the total fund value at December 31, 1998 and has been
recorded under the guidelines of equity accounting. This investment is
classified in other investments on the balance sheets, with unrealized gains
and losses being reflected in accumulated other comprehensive income.

                                     F-15
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


4. Investment Contracts

   The carrying amounts and fair values of the Company's liabilities for
investment-type insurance contracts (included with future policy benefits,
contract account balances and separate accounts in the balance sheets) at
December 31 are as follows:

<TABLE>
<CAPTION>
                                            1998                  1997
                                    --------------------- ---------------------
                                     Carrying     Fair     Carrying     Fair
                                      Amount     Value      Amount     Value
                                    ---------- ---------- ---------- ----------
                                                  (In Thousands)
      <S>                           <C>        <C>        <C>        <C>
      Guaranteed investment
       contracts................... $  640,137 $  651,809 $  660,782 $  662,281
      Flexible and single premium
       deferred annuities..........    516,131    495,873    539,616    516,343
      Separate accounts............    300,366    306,227     76,964     77,505
                                    ---------- ---------- ---------- ----------
      Total investment-type
       insurance contracts......... $1,456,634 $1,453,909 $1,277,362 $1,256,129
                                    ========== ========== ========== ==========
</TABLE>

   Fair values of the Company's insurance contracts other than investment
contracts are not required to be disclosed. However, the fair values of
liabilities under all insurance contracts are taken into consideration in the
Company's overall management of interest rate risk which minimizes exposure to
changing interest rates through the matching of investment maturities with
amounts due under insurance contracts.

5. Commitments and Contingencies

   The Company leases equipment and certain office facilities from others
under operating leases through 2003. Certain other equipment and facilities
are rented monthly. Rental expense amounted to $1,364,000, $2,137,000 and
$2,117,000 for the years ended December 31, 1998, 1997 and 1996, respectively.
As of December 31, 1998, the minimum future payments under noncancelable
operating leases for each of the next five years are as follows (in
thousands):

<TABLE>
             <S>                                <C>
             1999.............................. $  901
             2000..............................    622
             2001..............................    504
             2002..............................    265
             2003..............................     58
                                                ------
               Total........................... $2,350
                                                ======
</TABLE>

   Total outstanding commitments to fund mortgage loans were $32,275,000 and
$74,496,000 at December 31, 1998 and 1997, respectively.

   The Company and its subsidiaries are parties to certain claims and legal
actions arising during the ordinary course of business. In the opinion of
management, these matters will not have a materially adverse effect on the
operations or financial position of the Company.

                                     F-16
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


6. Property, Equipment and Software

   A summary of property, equipment and software at December 31 and their
respective depreciation rates is as follows:

<TABLE>
<CAPTION>
                                                 Rate of
                                               Depreciation   1998      1997
                                               ------------ --------  --------
                                                       (In Thousands)
      <S>                                      <C>          <C>       <C>
      Home office building, including land
       with a cost of $425,000...............       2%      $ 23,158  $ 23,158
      Other real estate not held-for-sale or
       rental................................       4%           820       973
      Less accumulated depreciation..........                (13,097)  (12,530)
                                                            --------  --------
                                                              10,881    11,601
      Equipment and software.................     5%-33%      21,701    23,937
      Less accumulated depreciation..........                (16,306)  (18,785)
                                                            --------  --------
                                                               5,395     5,152
                                                            --------  --------
      Total property, equipment and software.               $ 16,276  $ 16,753
                                                            ========  ========
</TABLE>

7. Federal Income Taxes

   The components of the provision for income taxes and the temporary
differences generating deferred income taxes for the years ended December 31
are as follows:

<TABLE>
<CAPTION>
                                                     1998      1997     1996
                                                    -------  --------  -------
                                                         (In Thousands)
<S>                                                 <C>      <C>       <C>
Current............................................ $16,442  $ 10,948  $ 6,757
Deferred:
  Deferred policy acquisition costs................  (3,385)      143    1,322
  Future policy benefits...........................   6,620     3,783    2,424
  Accrual of discount..............................     560       197      408
  Tax on realized gains greater than book..........  (1,610)      571   (1,076)
  Recognition of tax effect previously deferred on
   sale of affiliate stock in prior period.........  (1,311)  (11,169)     --
  Employee benefit plans...........................  (2,014)   (2,206)      86
  Prior year taxes.................................   1,018       --       --
  Other, net.......................................     485       265      982
                                                    -------  --------  -------
                                                        363    (8,416)   4,146
                                                    -------  --------  -------
Total..............................................  16,805     2,532   10,903
Less taxes from discontinued operations:
  Current..........................................     --        --      (149)
  Deferred.........................................     --        --       884
                                                    -------  --------  -------
                                                        --        --       735
                                                    -------  --------  -------
Total taxes from continuing operations............. $16,805  $  2,532  $10,168
                                                    =======  ========  =======
</TABLE>

   The Company did not record any valuation allowances against deferred tax
assets at December 31, 1998, 1997 or 1996.

                                     F-17
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Total taxes vary from the amounts computed by applying the federal income
tax rate of 35% to earnings from continuing operations for the following
reasons:

<TABLE>
<CAPTION>
                                                       1998     1997     1996
                                                      -------  -------  -------
                                                          (In Thousands)
      <S>                                             <C>      <C>      <C>
      Application of statutory rate to income before
       taxes on income..............................  $19,296  $13,552  $ 9,888
      Tax-exempt municipal bond interest and
       dividends received deductions................     (287)    (361)    (291)
      Recognition of tax effect previously deferred
       on sale of affiliate stock in a prior period.   (1,311) (11,169)     --
      Other.........................................     (893)     510      571
                                                      -------  -------  -------
                                                      $16,805  $ 2,532  $10,168
                                                      =======  =======  =======
</TABLE>

   The significant components comprising the Company's deferred tax assets and
liabilities as of December 31, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
                                                                 1998    1997
                                                                ------- -------
                                                                (In Thousands)
      <S>                                                       <C>     <C>
      Deferred tax liabilities:
        Deferred acquisition costs............................. $26,340 $29,641
        Unrealized investment gains and losses.................   5,778   7,735
        Other..................................................   9,860   9,655
                                                                ------- -------
      Total deferred tax liability.............................  41,978  47,031
      Deferred tax assets:
        Reserve for future policy benefits.....................  15,093  21,411
        Accrued expenses.......................................  10,969   8,504
        Other..................................................   5,266   4,872
                                                                ------- -------
      Total deferred tax assets................................  31,328  34,787
                                                                ------- -------
      Net deferred tax liability............................... $10,650 $12,244
                                                                ======= =======
</TABLE>

   Certain amounts that were not currently taxed under pre-1984 tax law were
credited to a "policyholders' surplus" account. This account is frozen under
the 1984 Tax Act and is taxable only when distributed to stockholders at which
time it is taxed at regular corporate rates. The policyholders' surplus of the
Company approximates $87,000,000. The Company has no present plan for
distributing the amount in policyholders' surplus. Consequently, no provision
has been made in the consolidated financial statements for the taxes thereon.
However, if such taxes were assessed, the amount of taxes payable would be
approximately $30,000,000.

   Earnings taxed on a current basis are accumulated in a "shareholder's
surplus" account and can be distributed to the shareholder without tax. The
shareholder's surplus amounted to approximately $278,000,000 at December 31,
1998.

                                     F-18
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


8. Benefit Plans

 Trusteed Employee Retirement Plan

   The Company has a trusteed employee retirement plan for the benefit of
salaried employees who have reached age 21 and who have completed one year of
service. The plan, which is administered by an Employees' Retirement Committee
consisting of at least three officers appointed by the Board of Directors of
the Company, provides for normal retirement at age 65 or earlier retirement
based on minimum age and service requirements. Retirement may be deferred to
age 70. Upon retirement, the retirees receive monthly benefit payments from
the plan's BMA group pension investment contract. During 1998, approximately
$3.1 million of annual benefits were covered by a group pension investment
contract issued by the Company. Assets of the plan, primarily equities, are
held by three trustees appointed by the Board of Directors.

   The following table sets forth the plan's funded status at December 31:

<TABLE>
<CAPTION>
                                                               1998     1997
                                                              -------  -------
                                                              (In Thousands)
      <S>                                                     <C>      <C>
      Change in benefit obligations:
        Benefit obligation at beginning of year.............. $62,683  $57,187
        Service cost.........................................   1,873    1,767
        Interest cost........................................   4,557    4,374
        Plan participants' contributions.....................       1        1
        Amendments...........................................     --       118
        Actuarial losses.....................................   1,249    3,627
        Benefits paid........................................  (3,419)  (4,391)
                                                              -------  -------
      Benefit obligation at end of year......................  66,944   62,683
      Change in plan assets:
        Fair value of plan assets at beginning of year.......  85,605   79,679
        Actual return on plan assets.........................  12,988   10,316
        Plan participant's contributions.....................       1        1
        Benefits paid........................................  (3,419)  (4,391)
                                                              -------  -------
      Fair value of plan assets at end of year...............  95,175   85,605
                                                              -------  -------
      Funded status of the plan..............................  28,231   22,922
      Unrecognized net actuarial loss........................ (26,877) (23,519)
      Unrecognized prior service cost........................   1,342    2,034
      Unrecognized net asset at January 1, 1987 being
       recognized over 15 years..............................    (883)  (1,177)
      Adjustment to recognized minimum liability.............      (2)     (50)
                                                              -------  -------
      Prepaid pension cost................................... $ 1,811  $   210
                                                              =======  =======
</TABLE>

                                     F-19
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The additional minimum pension liability noted above results from the
pension plan for the Company's subsidiary, BMA Financial Services, Inc.

<TABLE>
<CAPTION>
                                                       1998     1997     1996
                                                      -------  -------  ------
                                                          (In Thousands)
<S>                                                   <C>      <C>      <C>
Net pension cost included the following components:
  Service cost--benefits earned during the period.... $ 1,873  $ 1,767  $1,797
  Interest cost on projected benefit obligation......   4,557    4,374   4,195
  Actual return on plan assets....................... (12,988) (10,316) (9,745)
  Net amortization and deferral......................   5,005    2,812   3,102
                                                      -------  -------  ------
Net pension benefit.................................. $(1,553) $(1,363) $ (651)
                                                      =======  =======  ======
</TABLE>

   In determining the actuarial present value of the projected benefit
obligation, the weighted-average discount rate utilized was 7% for 1998, 7.5%
for 1997 and 8% for 1996. The rate of increase in future compensation levels
used for 1998 was 7% for employees at the younger attained ages grading to 3%
for older employees, the rate was 5% for 1997 and 5.5% for 1996. The expected
long-term rate of return on assets was 8% in 1998, 1997 and 1996.

 Supplemental Retirement Programs and Deferred Compensation Plan

   The Company has supplemental retirement programs for senior executive
officers and for group sales managers and group sales persons who are
participants in the trusteed retirement plan. These programs are not qualified
under Section 401(a) of the Internal Revenue Code and are not prefunded.
Benefits are paid directly by the Company as they become due. Benefits are
equal to an amount computed on the same basis as under the trusteed retirement
plan (except incentive compensation is included and limitations under Sections
401 and 415 of the Internal Revenue Code are not considered) less the actual
benefit payable under the trusteed plan.

   The Company also has a deferred compensation plan for the Company's
managers that provides retirement benefits based on renewal premium income at
retirement resulting from the sales unit developed by the manager. This
program is not qualified under Section 401(a) of the Internal Revenue Code and
is not prefunded. As of January 1, 1987, the plan was frozen with respect to
new entrants. Currently, there are two managers who have not retired and will
be entitled to future benefits under the program. The actuarial present value
of benefits shown below includes these active managers, as well as all
managers who have retired and are entitled to benefits under the program.

                                     F-20
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The following table sets forth the combined supplemental retirement
programs' and deferred compensation plan's funded status at December 31:

<TABLE>
<CAPTION>
                                                              1998      1997
                                                            --------  --------
                                                             (In Thousands)
      <S>                                                   <C>       <C>
      Change in benefit obligations:
        Benefit obligation at beginning of year............ $ 11,281  $ 10,179
        Service cost.......................................      235       190
        Interest cost......................................      813       783
        Actuarial losses...................................    1,085     1,050
        Benefits paid......................................     (902)     (921)
                                                            --------  --------
      Benefit obligation at end of year....................   12,512    11,281
      Change in plan assets:
        Fair value of plan assets at beginning and end of
         year..............................................      --        --
                                                            --------  --------
      Funded status of the plan (underfunded)..............  (12,512)  (11,281)
      Unrecognized net actuarial loss......................    3,164     2,260
      Unrecognized prior service cost......................      659       888
      Unrecognized net asset at January 1, 1987 being
       recognized over 15 years............................      389       519
      Adjustment to recognized minimum liability...........   (2,789)   (2,486)
                                                            --------  --------
      Accrued pension cost.................................  (11,089)  (10,100)
      Accrued benefit liability............................   10,041     8,653
      Intangible asset.....................................    1,048     1,447
                                                            --------  --------
      Net amount recognized................................ $    --   $    --
                                                            ========  ========
</TABLE>

<TABLE>
<CAPTION>
                                                           1998   1997   1996
                                                          ------ ------ ------
                                                             (In Thousands)
      <S>                                                 <C>    <C>    <C>
      Net pension cost included the following
       components:
        Service cost--benefits earned during the period.  $  235 $  190 $  189
        Interest cost on projected benefit obligation...     813    783    761
        Net amortization and deferral...................     541    469    513
                                                          ------ ------ ------
      Net pension cost..................................  $1,589 $1,442 $1,463
                                                          ====== ====== ======
</TABLE>

   In determining the actuarial present value of the projected benefit
obligation, the weighted-average discount rate utilized was 7% for 1998, 7.5%
for 1997 and 8% for 1996. The rate of increase in future compensation levels
used was 4.5% for 1998, 5% for 1997 and 5.5% for 1996.

 Savings and Investment Plans

   The Company has savings and investment plans qualifying under Section
401(k) of the Internal Revenue Code. Employees and sales representatives are
eligible to participate after one year of service. Participant contributions
are invested by the trustees for the plans at the direction of the participant
in any one or more of four investment funds. The Company makes matching
contributions in varying amounts. The Company's matching contributions
amounted to $1,153,000 in 1998, $1,099,000 in 1997 and $1,284,000 in 1996.
Participants are fully vested in the Company match after five years of
service.

                                     F-21
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The Company has a field force retirement plan for the benefit of agents and
managers. The plan is a defined contribution plan with contributions made
entirely by the Company. Each agent or manager under a standard contract with
one year of service with the Company is eligible to participate. The Company
makes an annual contribution for each participant equal to 3% of eligible
earnings up to the Social Security wage base and 6% of eligible earnings which
are in excess of the Social Security wage base. Each participant is fully
vested in his retirement account after five years of service. Assets of the
plan are deposited in a retirement trust fund and maintained by the plan
trustees who are appointed by the Company. The Company incurred costs related
to this plan of $33,000 in 1998, $230,000 in 1997 and $225,000 in 1996.

 Defined Benefit Health Care Plan

   In addition to the Company's other benefit plans, the Company sponsors an
unfunded defined benefit health care plan that provides postretirement medical
benefits to full-time employees for whom the sum of the employee's age and
years of service equals or exceeds 75, with a minimum age requirement of 50
and at least 10 years of service. The plan is contributory, with retiree
contributions adjusted annually, and contains other cost-sharing features such
as deductibles and coinsurance. The accounting for the plan anticipates a
future cost-sharing arrangement with retirees that is consistent with the
Company's past practices.

   The following table presents the plan's funded status at December 31:

<TABLE>
<CAPTION>
                                                               1998     1997
                                                              -------  -------
                                                              (In Thousands)
      <S>                                                     <C>      <C>
      Change in benefit obligations:
        Projected benefit obligation at beginning of year.... $11,490  $12,253
        Service cost.........................................     108      122
        Interest cost........................................     777      878
        Amendments...........................................     --      (793)
        Actuarial losses.....................................     260      143
        Benefits paid........................................  (1,234)  (1,113)
                                                              -------  -------
      Projected benefit obligation at end of year............  11,401   11,490
      Change in plan assets:
        Fair value of plan assets at beginning and end of
         year................................................     --       --
                                                              -------  -------
      Funded status of the plan (underfunded)................ (11,401) (11,490)
      Unrecognized net actuarial loss........................     529      268
      Unrecognized prior service cost........................   2,215    2,808
      Unrecognized transition obligation.....................   4,107    4,873
                                                              -------  -------
      Accrued pension cost...................................  (4,550)  (3,541)
      Accrued benefit liability..............................   4,550    3,541
                                                              -------  -------
      Net amount recognized.................................. $   --   $   --
                                                              =======  =======
</TABLE>

                                     F-22
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Net periodic postretirement benefit cost includes the following components:

<TABLE>
<CAPTION>
                                                             1998   1997   1996
                                                            ------ ------ ------
                                                               (In Thousands)
      <S>                                                   <C>    <C>    <C>
      Service cost........................................  $  108 $  122 $  118
      Interest cost.......................................     777    878    867
      Amortization of transition obligation over 20 years.     293    327    327
      Amortization of past service costs..................     295    407    407
                                                            ------ ------ ------
      Net periodic benefit cost...........................   1,473  1,734  1,719
      Plan curtailment adjustment.........................     770    --     --
                                                            ------ ------ ------
      Final periodic postretirement benefit cost..........  $2,243 $1,734 $1,719
                                                            ====== ====== ======
</TABLE>

   The weighted-average annual assumed rate of increase in the per capita cost
of covered benefits (i.e., health care cost trend rate) varies per year, equal
to the maximum contractual increase of the Company's contribution. Because the
Company's future contributions are contractually limited as discussed above,
an increase in the health care cost trend rate has a minimal impact on
expected benefit payments.

   The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7%, 7.25% and 7.5% at December 31, 1998,
1997 and 1996, respectively.

   As part of the restatement of the 1998 net periodic postretirement benefit
cost, a curtailment loss was recognized. The curtailment resulted from closing
certain field locations in March 1998.

9. Reinsurance

   The Company actively solicits reinsurance from other companies. The Company
also cedes portions of the insurance it writes as described in the next
paragraph. The effect of reinsurance on premiums earned from continuing
operations was as follows:

<TABLE>
<CAPTION>
                                                     1998      1997      1996
                                                   --------  --------  --------
                                                         (In Thousands)
      <S>                                          <C>       <C>       <C>
      Direct...................................... $118,315  $118,192  $124,912
      Assumed.....................................  152,844   134,541   116,154
      Ceded.......................................  (73,466)  (54,613)  (38,114)
                                                   --------  --------  --------
      Total net premium........................... $197,693  $198,120  $202,952
                                                   ========  ========  ========
</TABLE>

   The Company reinsures with other companies portions of the insurance it
writes, thereby limiting its exposure on larger risks. Normal retentions
without reinsurance are $750,000 on an individual life policy, $1,000,000 on
individual life insurance assumed and $200,000 on an individual life insured
under a single group life policy. As of December 31, 1998, the Company had
ceded to other life insurance companies individual life insurance in force of
approximately $29.6 billion and group life of approximately $890 million.

   Benefits and reserves ceded to other insurers amounted to $54,670,000,
$42,069,000 and $28,132,000 during the years ended December 31, 1998, 1997 and
1996, respectively. At December 31, 1998 and 1997, policy reserves ceded to
other insurers were $77,460,000 and $55,568,000, respectively. Claim reserves
ceded amounted to $18,016,000 and $16,432,000 at December 31, 1998 and 1997,
respectively. The Company remains contingently liable on all reinsurance ceded
by it to others. This contingent liability would become an actual liability in
the event an assuming reinsurer should fail to perform its obligations under
its reinsurance agreement with the Company.

                                     F-23
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


10. Related-Party Transactions

   The Company reimburses Generali's U.S. branch for certain expenses incurred
on the Company's behalf. These expenses were not material in 1998, 1997 or
1996. The Company retrocedes a portion of the life insurance it assumes to
Generali. In accordance with this agreement, the Company ceded premiums of
$756,000, $873,000 and $1,035,000 during 1998, 1997 and 1996, respectively.
The Company ceded claims of $240,000 during 1998 and no claims during 1997 or
1996.

   In 1995, the Company entered into a modified coinsurance agreement with
Generali to cede 50% of certain single-premium deferred annuity contracts
issued. In accordance with this agreement, $8 million, $35 million and $60
million in account balances were ceded to Generali in 1998, 1997 and 1996,
respectively, and Generali loaned such amounts back to the Company. Account
balances ceded and loaned back at December 31, 1998 and 1997 were $196 million
and $213 million, respectively. The recoverable amount from Generali was
offset against the loan. The net expense related to this agreement was
$1,564,000, $1,895,000 and $1,344,000 for the years ended December 31, 1998,
1997 and 1996, respectively. The Company held payables to Generali of $771,000
and $799,000 at December 31, 1998 and 1997, respectively.

11. Stockholder's Equity

   The changes in net unrealized gains (losses) that have been included in the
balance sheet caption "other accumulated comprehensive income" in
stockholder's equity are summarized as follows:

<TABLE>
<CAPTION>
                                                                1998     1997
                                                               -------  -------
                                                               (In Thousands)
      <S>                                                      <C>      <C>
      Net unrealized gains (losses) on securities:
        Fixed maturities...................................... $19,416  $17,560
        Equity securities.....................................   4,159   10,999
        Securities held in separate account...................   1,593      334
        Other.................................................    (438)     --
                                                               -------  -------
      Net unrealized gains....................................  24,730   28,893
      Adjustment to deferred policy acquisition costs.........  (8,707)  (7,224)
      Adjustment to unearned revenue reserve..................     485      430
      Deferred income taxes...................................  (5,778)  (7,735)
                                                               -------  -------
      Net unrealized gains.................................... $10,730  $14,364
                                                               =======  =======
</TABLE>

12. Discontinued Operations

   In June of 1994, the Company adopted a plan to dispose of its medical line
of business. Accordingly, the medical line of business was considered a
discontinued operation for the year ended 1996 and the consolidated financial
statements reported separately the net assets and operating results of the
discontinued operations.

   The Company also entered into an agreement during 1994 to dispose of the
remainder of its medical line of business effective January 1, 1995. This
transaction closed January 31, 1995 and, accordingly, was reflected in the
1995 consolidated financial statements. The agreement provided for the
reinsurance of substantially all of the Company's remaining group and
individual medical business through the renewal dates of the related
contracts. Under the agreement, the Company continued to remain primarily
liable for claims, billing and receipts through the next anniversary dates of
the policies reinsured. The estimated gain on disposal of this was recorded in
1995. An additional gain of $1,416,000, net of income taxes, was recorded in
1996 reflecting various adjustments to initial estimates.

                                     F-24
<PAGE>

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


13. Impact of Year 2000 (Unaudited)

   The Company continues to monitor the potential impact of the year 2000 on
its systems and that of its primary vendors and business partners. This
assessment extends to both informational technology systems and noninformation
technology systems. All identified modifications to critical operating systems
have been completed as of December 31, 1998, and the Company continues to
validate completed systems to ensure ongoing compliance. Contingency plans are
being developed and management estimates that these plans will be completed by
mid 1999, which is prior to any anticipated impact on its operating systems.
Total costs of the modifications have been immaterial to the Company's
operations and have been expensed as incurred.

   The Company does face the risk that one or more of its critical suppliers
or customers (external relationships) will not be able to interact with the
Company due to the third parties' inability to resolve their own year 2000
issues. The Company is actively monitoring the compliance programs of those
third parties, and formal communication has been initiated with all major
outside service providers. However, the Company is unable to predict with
certainty to what extent its external relationships will be year 2000 ready.

   The forecast costs, consequences of the year 2000 problem and the dates on
which the Company believes it will complete its various year 2000 computer
modifications are based on its best estimates, which, in turn, were based on
numerous assumptions of future events, including third-party modification and
compliance plans, continued availability of resources and other factors. The
Company cannot be sure that these estimates will be achieved or that the
assumptions are accurate, and actual results could differ materially from
those anticipated.

                                     F-25



                                     PART C

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

     a.  Financial Statements

The financial statements of the Separate Account and the Company are included
in Part B hereof.

     b.  Exhibits

      1.     Resolution of Board of Directors of the Company authorizing the
             establishment of the Variable Account*
      2.     Not Applicable
      3.(a)  Principal Underwriter's Agreement **
      3.(b)  Form of Selling Agreement**
      4.(a)  Individual Variable Annuity Contract
      4.(b)  Waiver of Withdrawal Charge and Interest Adjustment Rider**
      4.(c)  Death Benefit Endorsement +
      4.(d)  Additional Death Benefit Endorsement ++
      5.     Application for Individual Variable Annuity Contract**
      6.     (i)  Copy of Articles of Incorporation of the Company**
             (ii) Copy of the Bylaws of the Company**
      7.     Not Applicable
      8.     Form of Fund Participation Agreement**
      9.     Opinion and Consent of Counsel
     10.     Independent Auditors' Consent
     11.     Not Applicable
     12.     Not Applicable
     13.     Calculation of Performance Information
     14.     Company Organizational Chart**
     27.     Not Applicable

     *Incorporated by reference to Registrant's Form N-4, as electronically
filed on August 5, 1997.

   **Incorporated by reference to Registrant's Pre-Effective Amendment No. 1 to
Form N-4, as electronically filed on October 17, 1997.

  ***Incorporated by reference to Registrant's Post-Effective Amendment No.2 to
Form N-4, as electronically filed on July 8, 1998.

+ Incorporated by reference to Registrant's Post-Effective Amendment No. 3 to
Form N-4, as electronically filed on August 14, 1998.

++ Incorporated by reference to Registrant's Post-Effective Amendment No. 5 to
Form N-4, as electronically filed on February 17, 1999.

Item 25.    Directors and Officers of the Depositor

The following are the Officers and Directors of the Company:

<TABLE>
<CAPTION>
Name and Principal                               Positions and Offices
Business Address                                 with Depositor
<S>                                              <C>
Giorgio Balzer                                   Director, Chairman of the Board and
BMA Tower                                        Chief Executive Officer
700 Karnes Blvd.
Kansas City, MO 64108-3306

Robert Thomas Rakich                             Director, President and Chief Operating Officer
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108-3306

Dennis Keith Cisler                              Senior Vice President - Information
BMA Tower                                        Systems
700 Karnes Blvd.
Kansas City, MO 64108-3306

David Lee Higley                                 Senior Vice President & Chief Financial
BMA Tower                                        Officer
700 Karnes Blvd.
Kansas City, MO 64108-3306

Stephen Stanley Soden                            Senior Vice President - BMA Financial
BMA Tower                                        Group
700 Karnes Blvd.
Kansas City, MO 64108-3306

Michael Kent Deardorff                           Senior Vice President - Marketing,
BMA Tower                                        BMA Financial Group
700 Karnes Blvd.
Kansas City, MO 64108-3306

James Evan Kilmer                                Vice President - Taxes
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108-3306

Edward Scott Ritter                              Senior Vice President -  Insurance Services,
BMA Tower                                        Corporate Development & Communications
700 Karnes Blvd.
Kansas City, MO 64108-3306

David A. Gates                                   Vice President & General Counsel
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108-3306

Martin Jefferson Fuller                          Senior Vice President - Workplace
BMA Tower                                        Benefits
700 Karnes Blvd.
Kansas City, MO 64108-3306

Robert Noel Sawyer                               Senior Vice President & Chief Investment
BMA Tower                                        Officer
700 Karnes Blvd.
Kansas City, MO 64108-3306

Vernon Wirt Voorhees II                          Director, Senior Vice President -
BMA Tower                                        Corporate Services & Secretary
700 Karnes Blvd.
Kansas City, MO 64108-3306

Margaret Mary Heidkamp                           Vice President - Operations, Variable and
BMA Tower                                        Asset Accumulation Products
700 Karnes Blvd.
Kansas City, MO 64108-3306

Jay Brian Kinnamon                               Vice President & Corporate Actuary
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108-3306

Susan Annette Sweeney                            Vice President - Treasurer & Controller
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108-3306

Gerald W. Selig                                  Vice President & Actuary - Accumulation
BMA Tower                                        Products
700 Karnes Blvd.
Kansas City, MO 64108-3306

Thomas Morton Bloch                              Director

Gianguido Castagno                               Director

William Thomas Grant II                          Director

Donald Joyce Hall, Jr.                           Director

Allan Drue Jennings                              Director

David Woods Kemper                               Director

Giorgio Liveris                                  Director

John Kessander Lundberg                          Director

John Pierre Mascotte                             Director

Giovanni Perissinotto                            Director
</TABLE>

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

The  Company  organizational  chart was  filed as  Exhibit  14 in  Pre-Effective
Amendment No. 1 to Form N-4 and is incorporated herein by reference.

Item 27.    Number of Contract Owners

As of December 17, 1999, there were 55 Non-Qualified  Contract
Owners and 23 Qualified Contract Owners.

Not Applicable

Item 28.    Indemnification

The Bylaws of the Company (Article IV) provide that:

Section 1:  Indemnification.  Each person who is or was a  Director,  officer or
employee  of  the  Corporation  or is or  was  serving  at  the  request  of the
Corporation  as  a  Director,   officer  or  employee  of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise  (including the heirs,
executors,  administrators or estate of such person) shall be indemnified by the
Corporation as a right to the full extent permitted or authorized by the laws of
the State of Missouri,  as now in effect and as hereafter  amended,  against any
liability,   judgment,  fine,  amount  paid  in  settlement,  cost  and  expense
(including  attorneys' fees) asserted or threatened against and incurred by such
person in his capacity as or arising out of his status as a Director, officer or
employee of the Corporation, or if serving at the request of the Corporation, as
a  Director,  officer or  employee of another  corporation,  partnership,  joint
venture, trust or other enterprise.  The indemnification  provided by this Bylaw
provision shall not be exclusive of any other rights to which those  indemnified
may be  entitled  under  any  other  bylaw  or  under  any  agreement,  vote  of
shareholders or disinterested directors or otherwise, and shall not limit in any
way any right  which  the  Corporation  may have to make  different  or  further
indemnifications  with  respect to the same or  different  persons or classes of
persons.

Without  limiting the foregoing,  the Corporation is authorized to enter into an
agreement with any Director,  officer or employee of the  Corporation  providing
indemnification  for such person against  expenses,  including  attorneys' fees,
judgments, fines and amounts paid in settlement that result from any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative,  including any action by or in the right of the
Corporation,  that  arises by  reason  of the fact that such  person is or was a
Director,  officer or employee of the  Corporation,  or is or was serving at the
request  of the  Corporation  as a  Director,  officer  or  employee  of another
corporation,  partnership, joint venture, trust or other enterprise, to the full
extent allowed by law,  whether or not such  indemnification  would otherwise be
provided for in this Bylaw,  except that no such agreement  shall  indemnify any
person from or on account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted for directors and officers or  controlling  persons of the
Company  pursuant to the foregoing,  or otherwise,  the Company 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, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  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

     a.  Jones & Babson, Inc. is the principal underwriter for the Contracts.
It is also the principal underwriter for:  BMA Variable Life Account A,
David L. Babson Growth Fund,  Inc., D. L. Babson Money Market Fund,  Inc., D. L.
Babson  Tax-Free  Income  Fund,  Inc.,  Babson  Enterprise  Fund,  Inc.,  Babson
Enterprise Fund II, Inc.,  Babson Value Fund, Inc.,  Shadow Stock Fund, Inc., D.
L. Babson Bond Trust, Scout Stock Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund,  Inc., Scout Tax-Free Money Market Fund, Inc., Scout Regional Fund,
Inc., Scout WorldWide Fund,  Inc.,  Scout Balanced Fund, Inc.,  Buffalo Balanced
Fund, Inc.,  Buffalo Equity Fund, Inc.,  Buffalo High Yield Fund, Inc.,  Buffalo
USA Global Fund, Inc., Buffalo Small Cap Fund, Inc., Scout Capital  Preservation
Fund,  Inc.,  Scout Kansas  Tax-Exempt  Bond Fund, Inc. and AFBA Five Star Fund,
Inc.

     b.  The following are the officers and directors of Jones & Babson, Inc.:

<TABLE>
<CAPTION>
    Name and                               Positions and Offices
Business Address                             with Underwriter
- - -------------------------                  ---------------------
<S>                                        <C>
Larry D. Armel                             President,
5540 Belinder                              Director and CEO
Shawnee Mission, KS 66205

P. Bradley Adams                           Vice President, Chief
12019 Cherokee Lane                        Financial Officer and
Leawood, KS 66209                          Treasurer

William G. Cooke                           Chief Compliance Officer
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108-3306

Martin A. Cramer                           Legal Regulatory Affairs-
13885 S. Brougham Drive                    Vice President and
Olathe, KS 66062                           Secretary

Constance B. Martin                        Asst. Vice President
2305 W 95th Street
Leawood, KS 66206

Stephen S. Soden                           Chairman of the Board and
BMA Tower                                  Director
One Penn Valley Park
Kansas City, MO 64141

Giorgio Balzer                             Director
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Robert T. Rakich                           Director
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Edward S. Ritter                           Director
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Robert N. Sawyer                           Director
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Vernon W. Voorhees                         Director
BMA Tower
One Penn Valley Park
Kansas City, MO 64141
</TABLE>

Item 30.    Location of Accounts and Records

The  physical  possession  of the  accounts,  books or documents of the Separate
Account which are required to be  maintained by Section 31(a) of the  Investment
Company Act of 1940, as amended,  and the rules  promulgated  thereunder will be
maintained by the Company at 700 Karnes Boulevard, Kansas City Missouri 64108.

Item 31.    Management Services

Not Applicable

Item 32.    Undertakings

     a. Registrant hereby undertakes to file a post-effective  amendment to this
registration  statement as frequently as is necessary to ensure that the audited
financial  statements in the registration  statement are never more than sixteen
(16) months old for so long as payment under the variable annuity  contracts may
be accepted.

     b.  Registrant  hereby  undertakes  to  include  either  (1) as part of any
application to purchase a contract  offered by the  Prospectus,  a space that an
applicant can check to request a Statement of Additional  Information,  or (2) 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.

     c.  Registrant  hereby  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.

     d.  Business  Men's  Assurance  Company  of  America   ("Company")   hereby
represents that the fees and charges  deducted under the Contracts  described in
the  Prospectus,  in the  aggregate,  are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.

                                   SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, as amended,  the Registrant  certifies that it meets the  requirements  of
Securities Act Rule 485(b) for the effectiveness of this registration  statement
and has caused  this  Registration  Statement  to be signed on its behalf in the
City of Kansas  City and the State of  Missouri,  on this 29th day of  December,
1999.

                         BMA VARIABLE ANNUITY ACCOUNT A
                                      (Registrant)

                         By: BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                                      (Depositor)


                         By: /S/ DAVID A. GATES
                            --------------------------------


                        BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                                      (Depositor)


                         By: /S/ MICHAEL K. DEARDORFF
                            ---------------------------------



Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

SIGNATURE AND TITLE

<TABLE>
<CAPTION>
<S>                                            <C>                                           <C>

Giorgio Balzer*
- - ---------------------                    Director, Chairman of the Board                    12/17/99
Giorgio Balzer                           and Chief Executive Officer                         ---------
                                                                                              Date

Thomas Morton Bloch*                                                                          12/17/99
- - ---------------------                          Director                                     ---------
Thomas Morton Bloch                                                                            Date



Gianguido Castagno*                                                                           12/17/99
- - --------------------------                     Director                                     ---------
Gianguido Castagno                                                                             Date



William Thomas Grant II *                                                                     12/17/99
- - ---------------------------                    Director                                     ---------
William Thomas Grant II                                                                        Date


Donald Joyce Hall, Jr.*                                                                       12/17/99
- - ---------------------------                    Director                                     --------
Donald Joyce Hall, Jr.                                                                        Date


Allan Drue Jennings*                                                                           12/17/99
- - ---------------------------                    Director                                     ---------
Allan Drue Jennings                                                                            Date

David Woods Kemper*                                                                            12/17/99
- - ---------------------------                    Director                                     ---------
David Woods Kemper                                                                             Date

Giorgio Liveris*                                                                               12/17/99
- - ---------------------------                    Director                                     --------
Giorgio Liveris                                                                                Date

John Kessander Lundberg*                                                                       12/17/99
- - ---------------------------                    Director                                     ----------
John Kessander Lundberg                                                                        Date

John Pierre Mascotte*                                                                          12/17/99
- - ----------------------------                   Director                                     ----------
John Pierre Mascotte                                                                           Date

Giovanni Perissinotto*                                                                         12/17/99
- - ---------------------------                    Director                                     ----------
Giovanni Perissinotto                                                                          Date

/S/ ROBERT T. RAKICH                                                                           12/15/99
- - ---------------------------                    Director, President and Chief                ---------
Robert Thomas Rakich                           Operating Officer                               Date

/S/ VERNON W. VOORHEES II                                                                      12/15/99
- - ---------------------------                    Director, Senior Vice President -            ---------
Vernon Wirt Voorhees II                        Corporate Services & Secretary                   Date

/S/ DAVID L. HIGLEY                                                                            12/15/99
- - --------------------------                     Senior Vice President & Chief                ---------
David Lee Higley                               Financial Officer                               Date

/S/ SUSAN A. SWEENEY                                                                           12/15/99
- - -------------------------                      Vice President - Treasurer &                 --------
Susan Annette Sweeney                          Controller                                      Date
</TABLE>


*By:    /S/ ROBERT T. RAKICH
       ----------------------------
           Attorney-in-Fact

*By:   /S/ VERNON W. VOORHEES II
      -----------------------------
           Attorney-in-Fact

                                    EXHIBITS

                                       TO

                        POST-EFFECTIVE AMENDMENT NO. 7 TO

                                    FORM N-4

                         BMA VARIABLE ANNUITY ACCOUNT A

                   BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA




                                INDEX TO EXHIBITS

Exhibit                                                            Page

EX-99.B4(a) Individual Variable Annuity Contract
EX-99.B9    Opinion and Consent of Counsel
EX-99.B10   Independent Auditors' Consent
EX-99.B13   Calculation of Performance Information


VA20                                                                   (8/97)

- --------------------------------------------- ----------------------------------
[GRAPHIC OMITTED][GRAPHIC OMITTED]            INDIVIDUAL FLEXIBLE PAYMENT
- --------------------------------------------- ----------------------------------

BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
P. O. BOX 412879
700 KARNES BLVD.
KANSAS CITY,  MO  64141

Call (800) 423-9398 for assistance or questions

BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (referred to in this Contract as us,
we) will make Annuity  Payments as set forth in this  Contract  beginning on the
Annuity Date.

This Contract is issued in  consideration of the payment of the initial Purchase
Payment.

FREE LOOK

This  Contract may be returned  within [10] days after you receive it. It can be
mailed or  delivered  to  either  us or the  agent  who sold it.  Return of this
Contract  by mail is  effective  on being  postmarked,  properly  addressed  and
postage prepaid to Post Office Box 66821, St. Louis, Missouri,  63166-6821.  The
returned Contract will be treated as if we had never issued it. We will promptly
refund your Contract Value in states where permitted which may be less than your
Purchase  Payment.  In some  states,  we may be required to refund the  Purchase
Payment.  In those states, we will allocate the initial Purchase Payments to the
Money Market  Subaccount for [15] days from the Issue Date.  Upon the expiration
of the [15] days,  the  Contract  Value in the Money Market  Subaccount  will be
allocated as you have  directed.  If we allocate  your  Purchase  Payment to the
Money Market  Subaccount,  we will refund the greater of your Purchase Payments,
less any withdrawals and related charges, or your Contract Value.

Executed by us on the Issue Date.



 [OBJECT OMITTED][IMPORT OMITTED]      [GRAPHIC OMITTED][GRAPHIC OMITTED]
      Secretary                                     President

               THIS IS A LEGAL CONTRACT, PLEASE READ IT CAREFULLY


ANNUITY  PAYMENTS  AND  VALUES  PROVIDED  BY THIS  CONTRACT,  WHEN  BASED ON THE
INVESTMENT  EXPERIENCE  OF THE  SEPARATE  ACCOUNT,  ARE  VARIABLE  AND  ARE  NOT
GUARANTEED AS TO DOLLAR AMOUNT.


                                      INDEX



                                                              PAGE

CONTRACT SCHEDULE
 .............................................................

DEFINITIONS..................................................


PURCHASE PAYMENTS
PROVISION....................................................

CONTRACT VALUE
PROVISION....................................................

SEPARATE ACCOUNT
PROVISION....................................................

CONTRACT MAINTENANCE CHARGE PROVISION........................

TRANSFER
PROVISION....................................................


WITHDRAWAL
PROVISION....................................................

DEATH BENEFIT
PROVISION....................................................


ANNUITY
PROVISION....................................................

ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISION...................

BENEFICIARY.................................................

SUSPENSION OF DEFERRAL OF PAYMENTS OR TRANSFERS
         FROM THE SEPARATE
ACCOUNT......................................................

GENERAL
PROVISIONS...................................................


RESERVES, VALUES AND
BENEFITS.....................................................

ANNUITY
TABLES.......................................................


<TABLE>
<CAPTION>
                                CONTRACT SCHEDULE
<S>                                                         <C>
OWNER:                          [John Doe]                   AGE AT ISSUE:                [52]
JOINT OWNER:                    [Mary Doe]                   AGE AT ISSUE:                [50]
ANNUITANT:                      [John Doe]                   AGE AT ISSUE:                [52]
CONTRACT NUMBER:                [12345]                      ISSUE DATE:                  [May 1, 1997]
PLAN TYPE:                      [Non-qualified]              ANNUITY DATE:                [2015]


PURCHASE PAYMENTS:
         Initial Purchase Payment:                   [$10,000 Non-Qualified;  $2,000 IRA]
         Minimum Subsequent Purchase Payment:        [$1,000]
         Maximum Total Purchase Payments:            [$1 million, without our prior approval]

BENEFICIARY:
         As designated by Owner at Issue Date unless changed in accordance with the Contract provisions.

CONTRACT MAINTENANCE CHARGE:
         [The Contract Maintenance Charge is currently [$35.00] each Contract Year.  [We reserve the right to
         increase the Contract Maintenance Charge, but it will not exceed $60 per Contract Year.]  The Contract
         Maintenance Charge will be deducted from the Contract Value on each Contract Anniversary while this
         Contract is in force.  However, during the Accumulation Period, if your Contract Value on a Contract
         Anniversary is at least [$100,000], then no Contract Maintenance Charge is deducted.  If a total
         withdrawal is made on other than a Contract Anniversary and your Contract Value for the Business Day
         during which the total withdrawal is made is less than [$100,000], the full Contract Maintenance Charge
         will be deducted at the time of the total withdrawal.  The Contract Maintenance Charge will be deducted
         from the Subaccounts and any Fixed Account Option selected in the same proportion that the amount of the
         Contract Value in each Subaccount and/or Fixed Account bears to the total Contract Value.  During the
         Annuity Period, the Contract Maintenance Charge will be collected pro rata from each Annuity Payment.
         [In the event you own more than one Contract, we will determine the total Contract Value for all of the
         Contracts.  If the total Contract Value exceeds [$100,000], we will not assess the Contract Maintenance
         Charge.]  If the Contract Owner is not a natural person, we will look to the Annuitant in determining
         the foregoing.

COVERAGE CHARGE:
         Equal on an annual basis to 1.25% of the average daily net asset value of the Separate Account.  [We may
         increase this charge, but it may not be greater than [1.75%].]

INVESTMENT OPTIONS:
     [INVESTORS MARK SERIES FUND, INC.]
         [Intermediate Fixed Income Portfolio
         Global Fixed Income Portfolio
         Balanced Portfolio
         Small Cap Equity Portfolio
         Mid Cap Equity Portfolio
         Large Cap Value Portfolio
         Large Cap Growth Portfolio
         Growth & Income Portfolio
         International Equity Portfolio
         Money Market Portfolio]

     [THE BERGER INSTITUTIONAL PRODUCTS TRUST]
         [Berger/BIAM IPT - International Fund]

     [AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.]
         [VP Income and Growth Fund
         VP Value Fund]

     [DREYFUS CORPORATION]
         [Dreyfus Stock Index Fund
         Dreyfus Disciplined Stock Portfolio]

     [INVESCO FUNDS GROUP, INC.]
         [VIF-High Yield Fund Portfolio
         VIF-Equity Income Fund Portfolio]

     [LAZARD ASSET MANAGEMENT]
         [Lazard Retirement Small Cap Portfolio]

SEPARATE ACCOUNT: [BMA Variable Annuity Account A]
</TABLE>

ALLOCATION GUIDELINES:

          [1.  Currently,  you can  select  as  many  Subaccounts  as you  wish.
          However, we reserve the right to limit this in the future.

          2.  Currently,  you can also select Fixed  Account I or any  Guarantee
          Period  option  within Fixed Account II which is available at the time
          the Purchase Payment or transfer is made.

          3. Any allocation to Fixed Account I or to any Guarantee Period option
          of Fixed  Account II which is selected must be at least $5,000 and any
          allocation to a Subaccount must be at least $1,000.

          4. If the Purchase  Payment and forms required to issue a Contract are
          in good order,  the initial  Purchase Payment will be credited to your
          Contract within two (2) business days after receipt at the BMA Service
          Center. Additional Purchase Payments, which are in good order, will be
          credited to your Contract as of the Business Day they are received.

          5. Allocation  percentages  must be in whole numbers.  Each allocation
          must be at least [1%].  Allocations  made pursuant to a  pre-scheduled
          transfer are not subject to these limitations.]

TRANSFERS:

          Number  of  Transfers  Permitted:  [During  the  Accumulation  Period:
          Subject to any transfer fees and any minimum and maximum  amounts that
          may be transferred,  there is no limitation on the number of transfers
          that can  currently be made between  Subaccounts.  Currently,  you can
          make unlimited  transfers to any Fixed Account Option,  subject to any
          transfer fees and any required minimum and maximum amounts that may be
          transferred.  You can make a  transfer  from any  Guarantee  Period of
          Fixed Account II,  without any  limitation or transfer fee, at the end
          of the Guarantee Period. We reserve the right to modify the above, but
          the Owner  will  always be allowed  at least  [12]  transfers  between
          Subaccounts in a Contract Year during the Accumulation Period.

          During the Annuity Period:  Currently,  during a Contract Year you can
          make  [4]  transfers  between  Subaccounts  of the  Separate  Account,
          subject to any minimum and maximum  amounts  that may be  transferred.
          Currently  you can make [4]  transfers  each Contract Year from one or
          more  Subaccounts to the General  Account,  subject to any minimum and
          maximum amounts that may be  transferred.  You may not make a transfer
          from the General Account to the Separate Account.]

          Number  of Free  Transfers:  [Currently,  you are  allowed  [12]  free
          transfers  each Contract Year during the  Accumulation  Period and [4]
          free transfers each Contract Year during the Annuity Period.]

          Transfer  Fee:  [For each  transfer  in  excess of the free  transfers
          permitted,  the Transfer Fee is [$25].  Transfers  made  pursuant to a
          pre-scheduled   transfer  will  not  be  counted  in  determining  the
          application of the transfer fee.]

          Minimum and Maximum  Amount to be  Transferred:  [The  minimum  amount
          which  can be  transferred  is  $250 or your  entire  interest  in any
          Subaccount,  Fixed Account I or any Guarantee  Period of Fixed Account
          II, if less. At the Company's discretion, the maximum amount which can
          be transferred  from any Fixed Account Option,  unless the transfer is
          from a Guarantee  Period just  expiring,  may be limited to 25% of the
          amount in Fixed Account I or any Guarantee Period of Fixed Account II.
          This   requirement  is  waived  if  the  transfer  is  pursuant  to  a
          pre-scheduled transfer or applied to an Annuity Option.]

          Minimum  Amount  Which  Must  Remain in an Account  After a  Transfer:
          [$1,000  in  any  Subaccount  or  $5,000  in  Fixed  Account  I or any
          Guarantee Period of Fixed Account II.]

          Pre-scheduled  Transfers:  [You can elect the  Dollar  Cost  Averaging
          Option, the Asset Allocation Option and the Asset Rebalancing  Option.
          However,  that  portion of  Contract  Value held in any Fixed  Account
          options is not included in any  pre-scheduled  transfer  option except
          you can elect to have Fixed  Account I as the  source  fund for Dollar
          Cost Averaging.  We reserve the right to limit the availability of any
          Account for a Pre-Scheduled Transfer.]

WITHDRAWALS:

          Withdrawal  Charge:  [A  Withdrawal  Charge is assessed  against  each
          Purchase Payment withdrawn and will result in a reduction in remaining
          Contract  Value.  The  Withdrawal  Charge is calculated at the time of
          each  withdrawal.  Each  Purchase  Payment is tracked from its date of
          receipt and withdrawals are determined on a first-in, first-out basis.
          The  Withdrawal   Charges  are  determined  in  accordance   with  the
          following:

<TABLE>
<CAPTION>
                 Number of Complete Years
               from Date of Purchase Payment                                    Withdrawal Charge
               -----------------------------                                    -----------------
<S>            <C>                                                                      <C>
               0                                                                        7%
               1                                                                        6%
               2                                                                        5%
               3                                                                        4%
               4                                                                        3%
               5                                                                        2%
               6                                                                        1%
               7 and thereafter                                                         0%
</TABLE>

          Waiver of Withdrawal Charge: [During the accumulation phase, the first
          10% of  the  Contract  Value  withdrawn  may be  made  free  from  the
          Withdrawal  Charge  (unless you have already  made another  withdrawal
          during that same Contract Year) on a non-cumulative basis as follows:

          1. Once each Contract Year as a single sum payment; or

          2. At any time,  subject to any conditions and fees we may impose,  as
          equal periodic installments.]

          Minimum Partial Withdrawal Amount: [$1,000.  Withdrawals made pursuant
          to the Automatic  Withdrawal Option or the Minimum Distribution Option
          are not subject to this minimum.]

          Minimum Contract Value which must remain in an Account after a Partial
          Withdrawal:  [$1,000 in any Subaccount or $5,000 in Fixed Account I or
          any Guarantee Period of Fixed Account II.]

          Minimum  Contract  Value  which must  remain in the  Contract  after a
          Partial Withdrawal: [$10,000]

<TABLE>
<CAPTION>
<S>                                               <C>
[FIXED ACCOUNT OPTIONS:
         Fixed Account I:
              Minimum Guarantee Interest Rate: [3%]
              Current Interest Rate as of Issue Date [ X%, guaranteed for any Purchase Payments allocated or
              transferred to Fixed Account I during the calendar month in which this Contract is issued.  This
              rate is guaranteed for 12 months.]

         Fixed Account II:
              Minimum Guarantee Interest Rate: [3%]
              Current Fixed Account II Guarantee Periods : [2,  3,  4, 5, 6, 7, 8, 9, 10]
              Current Interest Rates for Selective Guarantee Period(s): Each current interest rate applies only
              to Purchase Payments allocated or transferred to Fixed Account II during the calendar month in
              which this Contract is issued.

                                    [2 Years -       %
                                    3 Years -        %
                                    4 Years -        %
                                    5 Years -        %
                                    6 Years -        %
                                    7 Years -        %
                                    8 Years -        %
                                    9 Years -        %
                                    10 Years-        %]

         Interest Adjustment Factor:   If a total or partial withdrawal or transfer is made from Fixed Account II
         other than at the end of a Guarantee Period, an Interest Adjustment will be made to the Contract Value.
         The Interest Adjustment Factor with respect to each purchase payment or transfer allocated to Fixed
         Account II is:

                                    (.75 x (A-B) x N/12) where:

         A =      the guaranteed interest rate (expressed as a decimal) in effect for the specific
                  purchase payment or transfer.

         B =      the guaranteed interest rate (expressed as a decimal) available for new contracts of this
         type of contract for the applicable guarantee period, as of the withdrawal or transfer.  If a
         guaranteed interest rate is not available for the same type of contract, a suitable     replacement rate
         will be determined by us.

         N =      the number of complete months from the date of the withdrawal or transfer to the end of
         the applicable Guarantee Period as shown on the Contract Schedule.

         The amount of the Interest Adjustment with respect to each Purchase Payment or transfer is equal to the
         Interest Adjustment Factor multiplied by the amount of the withdrawal or transfer.

         If the Interest Adjustment is a negative value, the Interest Adjustment is subtracted from the Contract
         Value.  If the Interest Adjustment is a positive value, the Interest Adjustment is added to the Contract
         Value.

         Within each guarantee period of Fixed Account II, withdrawals and transfers will be determined on a
         first-in, first-out (FIFO) basis.

ENDORSEMENTS:

         [Individual Retirement Annuity Endorsement]
         [Fixed Account I Endorsement]
         [Fixed Account II Endorsement]
         [Death Benefit Endorsement]
         [Waiver of Withdrawal Charges & Interest Adjustment Rider]

BMA SERVICE CENTER:

         [BMA
         9735 Landmark Parkway Dr.
         St. Louis, MO 63127-1690]
</TABLE>

                                   DEFINITIONS

ACCOUNT:  Any  Subaccount,  any available  Fixed  Account  Option or the General
Account.

ACCUMULATION  PERIOD:  The period prior to the Annuity Date during which you can
make Purchase Payments.

ACCUMULATION  UNIT: A unit of measure used to calculate the Contract Value prior
to the Annuity Date.

ADJUSTED  CONTRACT  VALUE:  The Contract Value less any applicable  Premium Tax.
This amount is applied to the applicable  Annuity Table to determine the initial
Annuity Payment.

AGE: Age last birthday, except when calculating age for the Annuity Date when it
is the actual age to the nearest month.

ANNUITANT:  The  natural  person  upon whose  continuation  of life any  Annuity
Payment involving life  contingencies  depends.  You may change the Annuitant at
any time prior to the Annuity  Date unless the  Contract  Owner is not a natural
person.  On or after the Annuity  Date,  any  reference to Annuitant  shall also
include any Joint Annuitant.

ANNUITY DATE: The date on which Annuity Payments are to begin.

ANNUITY OPTION:  An arrangement under which Annuity Payments are made under this
Contract.

ANNUITY  PAYMENTS:  The series of payments  made to you or any named payee after
the Annuity Date under the Annuity Option selected.

ANNUITY  PERIOD:  The period of time  beginning on the Annuity Date during which
Annuity Payments are made.

ANNUITY  RESERVE:  The assets which support the Annuity Option you have selected
during the Annuity Period.

ANNUITY  UNIT: A unit of measure used to calculate  Annuity  Payments  after the
Annuity Date.

AUTHORIZED  REQUEST: A request,  in a form satisfactory to us, which is received
by the BMA Service Center.

BMA  SERVICE  CENTER:  The office  indicated  on the  Contract  Schedule  of the
Contract to which notices, requests and Purchase Payments must be sent. All sums
payable to us under the Contract are payable only at the BMA Service Center.

BENEFICIARY:  The  person(s) or  entity(ies)  who will receive any death benefit
payable under this Contract.

BUSINESS DAY: Each day that the New York Stock Exchange is open for trading. The
Separate Account will be valued each Business Day.

COMPANY: Business Men's Assurance Company of America (BMA).

CONTRACT  ANNIVERSARY:  A calendar  year  anniversary  of the Issue Date of this
Contract.

CONTRACT  WITHDRAWAL VALUE: The Contract Value less any applicable  Premium Tax,
less any Withdrawal Charge and less any applicable Contract Maintenance Charge.

CONTRACT  VALUE:  The  dollar  value  as of any  Business  Day  of  all  amounts
accumulated under this Contract.

CONTRACT YEAR: Any period of twelve (12) months  commencing  with the Issue Date
and each Contract Anniversary thereafter.

INVESTMENT OPTION(S):  Those investments  available under the Contract.  Current
Investment Option(s) are shown on the Contract Schedule.

GENERAL ACCOUNT: Our general investment account which contains all of our assets
with the exception of the Separate Account and other segregated asset accounts.

ISSUE DATE: The date shown on the Contract  Schedule on which the first Contract
Year begins.

JOINT OWNER: If there is more than one Owner,  each Owner shall be a Joint Owner
of the  Contract.  Joint  Owners have equal  ownership  rights  and,  except for
telephone  transfers,  must both  authorize any  exercising  of those  ownership
rights unless otherwise allowed by us. Any Joint Owner must be the spouse of the
other Joint Owner.

OWNER:  The person(s) or entity(ies)  entitled to the ownership rights stated in
this Contract. If Joint Owners are named, all references to Owner shall mean the
Joint Owners.

PREMIUM  TAX:  Any  premium  taxes  owed by us to any  governmental  entity  and
assessed against Purchase Payments or Contract Value.

PURCHASE PAYMENT: A payment you make toward this Contract.

SEPARATE ACCOUNT: A segregated asset account maintained by us in which a portion
of our assets has been  allocated for this and certain other  contracts.  It has
been designated on the Contract Schedule.

SUBACCOUNT: Separate Account assets are divided into Subaccounts. Assets of each
Subaccount will be invested in shares of an Investment Option.

                           PURCHASE PAYMENTS PROVISION

PURCHASE PAYMENTS:  Purchase Payments are payable according to the frequency and
in the amount selected by you. The initial  Purchase Payment is due on the Issue
Date.  We  reserve  the right to  decline  any  Purchase  Payment.  The  Minimum
Subsequent  Purchase  Payment  allowed and the Maximum Total  Purchase  Payments
accepted without our prior permission are shown on the Contract Schedule.

CHANGE IN PURCHASE PAYMENTS:  You may elect to increase or decrease or to change
the frequency of Purchase Payments. Unless surrendered, this Contract remains in
force  until  the  Annuity  Date  and will not be in  default  if no  additional
Purchase Payments are made.

ALLOCATION OF PURCHASE PAYMENTS:  Purchase Payments are allocated to one or more
of the  Subaccounts  of the  Separate  Account or the  available  Fixed  Account
Options  in  accordance  with your  selection.  The  allocation  of the  initial
Purchase  Payment is made in accordance  with your  selection  made at the Issue
Date. Unless you inform us otherwise, subsequent Purchase Payments are allocated
in the same manner as the Initial  Purchase  Payment.  However,  the Company has
reserved the right to allocate the initial  Purchase Payment to the Money Market
Subaccount as set forth on the face page of this  Contract.  All  allocations of
Purchase Payments are subject to the Allocation Guidelines shown on the Contract
Schedule.

                            CONTRACT VALUE PROVISION

The  Contract  Value for any  Business  Day is equal to the total  dollar  value
accumulated under this Contract.

The Contract  Value in a Subaccount  of the Separate  Account is  determined  by
multiplying the number of Accumulation Units allocated to the Contract Value for
the Subaccount by the Accumulation Unit Value for that Subaccount.

Purchase Payments, withdrawals and transfers from or to a Subaccount will result
in the addition of or the cancellation of Accumulation Units in a Subaccount.

                           SEPARATE ACCOUNT PROVISION

THE  SEPARATE  ACCOUNT:  The  Separate  Account is  designated  on the  Contract
Schedule.  It consists of assets we have set aside and have kept  separate  from
the rest of our assets and those of our other separate  accounts.  The assets of
the Separate  Account,  equal to reserves and other liabilities of your Contract
and those of other Owners,  will not be charged with liabilities  arising out of
any other business we may conduct.

The  Separate  Account  assets are divided into  Subaccounts.  The assets of the
Subaccounts  are  allocated to the  Investment  Option(s)  shown on the Contract
Schedule.  We may add additional Investment Option(s) to those shown. You may be
permitted to transfer your Contract Value or allocate  Purchase  Payments to the
additional  Subaccount(s).   However,  the  right  to  make  such  transfers  or
allocations will be limited by any terms and conditions we may impose.

Should the shares of any Investment  Option(s) become unavailable for investment
by the Separate Account,  or our Board of Directors deems further  investment in
the  shares  inappropriate,  we may limit  further  purchase  of such  shares or
substitute shares of another Investment Option for shares already purchased.

VALUATION OF ASSETS:  Assets of Investment  Options held within the  Subaccounts
will be valued at their net asset value on each Business Day.

ACCUMULATION UNITS:  Accumulation Units shall be used to account for all amounts
allocated  to or withdrawn  from the  Subaccounts  of the Separate  Account as a
result of Purchase Payments,  withdrawals,  transfers,  or fees and charges.  We
will  determine the number of  Accumulation  Units of a Subaccount  purchased or
canceled.  This will be done by dividing the amount  allocated to (or the amount
withdrawn from) the Subaccount by the dollar value of one  Accumulation  Unit of
the  Subaccount  as of the end of the  Business Day during which the request for
the transaction is received at the BMA Service Center.

ACCUMULATION  UNIT VALUE:  The  Accumulation  Unit Value for each Subaccount was
arbitrarily set initially at $10.  Subsequent  Accumulation Unit Values for each
Subaccount  are determined by multiplying  the  Accumulation  Unit Value for the
immediately  preceding  Business  Day by  the  Net  Investment  Factor  for  the
Subaccount for the current Business Day.

The  Accumulation  Unit Value may  increase or  decrease  from  Business  Day to
Business Day.

NET  INVESTMENT  FACTOR:  The Net  Investment  Factor  for  each  Subaccount  is
determined by dividing A by B and multiplying by (1 - C) where:

     A    is (i) the net asset value per share of the Investment  Option held by
          the Subaccount at the end of the current Business Day; plus

          (ii) any  dividend  or capital  gains per share  declared on behalf of
               such  Investment  Option that has an ex-dividend  date within the
               current Business Day.

     B    is the net asset value per share of the Investment  Option held by the
          Subaccount for the immediately preceding Business Day.

     C    is (i) the Business Day  equivalent of the Coverage  Charge,  which is
          shown on the Contract Schedule; plus

          (ii) a charge factor, if any, for any taxes or any tax reserve we have
               established  as a result of the operation or  maintenance  of the
               Subaccount.

COVERAGE  CHARGE:  Each  Business  Day,  we deduct a  Coverage  Charge  from the
Subaccounts of the Separate  Account which is equal,  on an annual basis, to the
amount shown on the Contract Schedule.

                      CONTRACT MAINTENANCE CHARGE PROVISION

We deduct an annual Contract Maintenance Charge shown on the Contract Schedule.

                               TRANSFER PROVISION

A transfer is subject to the following:

     1.   the maximum number of transfers and the number of transfers  which may
          be made  which  are not  subject  to a  Transfer  Fee are shown on the
          Contract Schedule;

     2.   a Transfer Fee is deducted if a transfer exceeds the maximum number of
          free  transfers.  The Transfer Fee is shown on the Contract  Schedule.
          The Transfer Fee is deducted from the amount which is transferred.

     3.   you may not make a  transfer  until  after  the end of the  Free  Look
          period.

     4.   the minimum and maximum  amounts which may be transferred are shown on
          the Contract Schedule.

     5.   a transfer  will be effected as of the end of the Business Day when we
          receive  an  acceptable   transfer  request  containing  all  required
          information.

     6.   neither us nor our BMA Service  Center are liable for a transfer  made
          in accordance with your instructions.

     7.   we reserve the right to restrict the number of transfers  per year and
          to restrict transfers from being made on consecutive Business Days.

     8.   your  right  to  make  transfers  is  subject  to  modification  if we
          determine,  in our sole opinion, that the exercise of the right by one
          or more Owners is, or would be, to the  disadvantage  of other Owners.
          Restrictions  may be  applied  in any manner  reasonably  designed  to
          prevent any use of the transfer  right which is considered by us to be
          the disadvantage of other Owners.  A modification  could be applied to
          transfers to or from one or more of the Subaccounts and could include,
          but not be limited to:

          a.   the requirement of a minimum time period between each transfer;

          b.   not accepting  transfer requests of an agent acting under a power
               of attorney on behalf of more than one Owner; or

          c.   limiting the dollar amount that may be transferred by an Owner at
               any one time.

     9.   In addition to the above, transfers made during the Annuity Period are
          subject to the following:

          the amount transferred to the General Account from a Subaccount of the
          Separate  Account  will be  equal to the  Annuity  Reserve  which  was
          transferred from the payee's interest in that Subaccount.  The Annuity
          Reserve is the  product of "(a)"  multiplied  by "(b)"  multiplied  by
          "(c)",  where (a) is the  number of  Annuity  Units  representing  the
          Owner's  interest in the  Subaccount per Annuity  Payment;  (b) is the
          Annuity Unit Value for the Subaccount; and (c) is the present value of
          $1.00 per payment  period based on the Age of the Annuitant at time of
          transfer for the Annuity Option,  determined using the 1983 Individual
          Annuity  Mortality Tables,  with mortality  projected to the year 2000
          and  with  an  annual  effective  interest  rate  of 3  1/2%.  Amounts
          transferred  to the General  Account will be applied under the Annuity
          Option  elected  at the  Age  of the  Annuitant  at  the  time  of the
          transfer. All amounts and Annuity Unit Values will be determined as of
          the  end of the  Business  Day  preceding  the  effective  date of the
          transfer.

If you elect to use your  transfer  privilege,  neither  us nor our BMA  Service
Center will be liable for transfers made in accordance  with your  instructions.
If there are Joint Owners, we will accept telephone  transfer  instructions from
either Owner.

                              WITHDRAWAL PROVISION

WITHDRAWALS:  During the Accumulation  Period, you may, upon Authorized Request,
make a total or partial withdrawal of the Contract Withdrawal Value. Withdrawals
will result in the  cancellation of  Accumulation  Units from each Subaccount in
the ratio that the value of each  Subaccount  bears to the total Contract Value.
You must specify,  by Authorized  Request,  which  Accumulation  Units are to be
canceled if other than the above mentioned method of cancellation is desired. We
will pay the amount of any withdrawal within seven (7) days of receipt,  in good
order,  of a request unless the  "Suspension or Deferral of Payment or Transfers
from the Separate Account Provision" is in effect.

Each partial  withdrawal must be for an amount which is not less than the amount
shown on the Contract Schedule.  The minimum Contract Value which must remain in
an  Account  and in the  Contract  after a  partial  withdrawal  is shown on the
Contract Schedule.

WITHDRAWAL  CHARGE:  Upon a total or  partial  withdrawal  of  Contract  Value a
Withdrawal Charge as set forth on the Contract  Schedule may be assessed.  Under
certain circumstances, we allow withdrawals without the Withdrawal Charge.

                             DEATH BENEFIT PROVISION

DEATH OF OWNER  DURING  THE  ACCUMULATION  PERIOD:  Upon the  death of the Owner
during  the  Accumulation  Period,  the  death  benefit  will  be  paid  to  the
Beneficiary(ies) designated by the Owner. Upon the death of a Joint Owner during
the  Accumulation  Period,  the  surviving  Joint  Owner will become the primary
Beneficiary  to whom the  death  benefit  will be paid.  Any  other  Beneficiary
designation  on record at the time of such death will be treated as a contingent
Beneficiary.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION  PERIOD:  The death benefit will be
the  greater of (a) the  Purchase  Payment,  less any  withdrawals  and  related
Withdrawal  Charges;  or (b) the Contract Value  determined as of the end of the
Business Day during which we receive both due proof of death and an election for
the payment method.

DEATH BENEFIT OPTIONS DURING THE  ACCUMULATION:  A Beneficiary must request that
the death  benefit  be paid under one of the Death  Benefit  Options  below.  In
addition,  if the Beneficiary is the spouse of the Owner, he or she may elect to
continue the Contract in his or her own name and exercise all the Owner's rights
under the Contract.

     Option 1 - lump sum payment of the death benefit; or

     Option 2 - the payment of the entire  death  benefit  within 5 years of the
     date of the death of the Owner or any Joint Owner; or

     Option 3 - payment of the death  benefit  under an Annuity  Option over the
     lifetime of the Beneficiary or over a period not extending  beyond the life
     expectancy of the Beneficiary with  distribution  beginning within one year
     of the date of death of the Owner or any Joint Owner.

Any portion of the death  benefit not applied  under Option 3 within one year of
the date of the Owners' death, must be distributed within five years of the date
of death.

If a lump sum payment is  requested,  the amount  will be paid within  seven (7)
days of receipt of proof of death and the election,  unless the  "Suspension  or
Deferral of Payment or Transfers  from the  Separate  Account  Provision"  is in
effect.

Payment  to the  Beneficiary,  other than in a single  sum,  may only be elected
during  the  sixty-day  period  beginning  with the date of  receipt of proof of
death.

DEATH OF OWNER  DURING THE  ANNUITY  PERIOD:  If you, or any Joint  Owner,  dies
during the Annuity Period and you are not an Annuitant,  any remaining  payments
under the Annuity  Option elected will continue at least as rapidly as under the
method of distribution  in effect at such Owner's death.  Upon your death during
the Annuity Period, the Beneficiary becomes the Owner.

DEATH OF ANNUITANT: Upon the death of an Annuitant, who is not the Owner, during
the  Accumulation  Period,  you may  designate a new  Annuitant,  subject to our
underwriting  rules then in effect.  If no designation is made within 30 days of
the death of the  Annuitant,  you will become the  Annuitant.  If the Owner is a
non-natural  person,  the death of the Annuitant will be treated as the death of
the Owner and a new Annuitant may not be designated.

Upon the death of the Annuitant during the Annuity Period, the death benefit, if
any, will be as specified in the Annuity Option elected.  Death benefits will be
paid at least as rapidly as under the  method of  distribution  in effect at the
Annuitant's death.

PAYMENT OF DEATH  BENEFIT:  We will  require due proof of death before any death
benefit is paid. Due proof of death will be:

     1.   a certified death certificate; or

     2.   a  certified  decree of a court of  competent  jurisdiction  as to the
          finding of death; or

     3.   any other proof satisfactory to us.

All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.

                                ANNUITY PROVISION

GENERAL:  On the Annuity Date, the Adjusted Contract Value will be applied under
the  Annuity  Option  you have  selected.  You may  elect  to have the  Adjusted
Contract  Value  applied to  provide a Fixed  Annuity,  a Variable  Annuity or a
combination  Fixed and Variable Annuity.  If a combination is elected,  you must
specify what part of the Adjusted  Contract  Value is to be applied to the Fixed
and Variable Options.

ANNUITY  DATE:  You select an Annuity  Date at the time of issue.  The  earliest
Annuity Date you can select is one year after the Issue Date. The latest Annuity
Date you can  select is the later of the first day of the first  calender  month
following the Annuitant's  95th birthday or 10 years from the Issue Date, or the
maximum  date  permitted  under  state  law.  You may,  at any time prior to the
Annuity Date, change the Annuity Date by Authorized Request 30 days in advance.

SELECTION OF AN ANNUITY  OPTION:  You can select an Annuity Option by Authorized
Request.  If no Annuity Option is selected,  Option 2, with 120 Monthly Payments
Guaranteed,  will  automatically  be applied.  You may, at any time prior to the
Annuity Date, by an  Authorized  Request made 30 days in advance,  select and/or
change the Annuity Option.

FREQUENCY AND AMOUNT OF ANNUITY  PAYMENTS:  Annuity Payments are paid in monthly
installments.  The Adjusted  Contract  Value is applied to the Annuity Table for
the Annuity Option selected.  If the Adjusted Contract Value to be applied under
an Annuity Option is less than $10,000, the Company reserves the right to make a
lump sum payment in lieu of Annuity Payments. If the Annuity Payment would be or
become less than $250, the Company reserves the right to reduce the frequency of
payments to an interval which will result in each payment being at least $250.

ANNUITY  OPTIONS:  This Contract  provides for Annuity Payments under one of the
Annuity Options  described below. Any other Annuity Option  acceptable to us may
be selected.

OPTION 1 - LIFE ANNUITY.  We will make monthly Annuity  Payments during the life
of the  Annuitant  and ceasing  with the last  Annuity  Payment due prior to the
Annuitant's death.

OPTION 2 - LIFE ANNUITY WITH 120 OR 240 MONTHLY ANNUITY PAYMENTS GUARANTEED.  We
will make  monthly  Annuity  Payments  during the life of the  Annuitant  with a
guarantee that if at the Annuitant's  death there have been less than 120 or 240
monthly  Annuity  Payments  made as  selected,  monthly  Annuity  Payments  will
continue for the remainder of the guaranteed  period.  You may elect to have the
present value of the guaranteed  monthly Annuity Payments  remaining,  as of the
date notice of the  Annuitant's  death is  received  at the BMA Service  Center,
commuted at the Assumed Investment Return selected for a Variable Annuity or for
a Fixed  Annuity the  Statutory  Calendar  Year  Interest Rate based on the NAIC
Standard Valuation Law for Single Premium Immediate  Annuities  corresponding to
the Annuity Date. We will require the return of this Contract and proof of death
prior to the payment of any commuted values.

OPTION  3 - JOINT  AND LAST  SURVIVOR  ANNUITY.  We will  make  monthly  Annuity
Payments  during the joint  lifetime of the Annuitant  and the Joint  Annuitant.
Upon the death of the Annuitant,  if the Joint Annuitant is then living, Annuity
Payments  will  continue to be paid during the  remaining  lifetime of the Joint
Annuitant  at a level of 100%,  75% or 50% of the previous  level,  as selected.
Monthly  Annuity  Payments cease with the final Annuity Payment due prior to the
last survivor's death.

OPTION 4 - JOINT  AND LAST  SURVIVOR  ANNUITY  WITH 120 OR 240  MONTHLY  ANNUITY
PAYMENTS  GUARANTEED.  We will make monthly  Annuity  Payments  during the joint
lifetime of the Annuitant and the Joint Annuitant. Monthly Annuity Payments will
continue to be paid during the remaining lifetime of the Joint Annuitant at 100%
of the previous  level,  as selected.  If at the last death of the Annuitant and
the Joint  Annuitant,  there  have been  less  than 120 or 240  monthly  Annuity
Payments made as selected, monthly Annuity Payments will continue to be made for
the remainder of the guaranteed  period. You may elect to have the present value
of the guaranteed monthly Annuity Payments  remaining,  as of the date notice of
the last Annuitant's death is received by us, commuted at the Assumed Investment
Return  selected  for a Variable  Annuity or for a Fixed  Annuity the  Statutory
Calendar Year Interest Rate based on the NAIC Standard  Valuation Law for Single
Premium Immediate  Annuities  corresponding to the Annuity Date. We will require
the  return of this  Contract  and proof of death  prior to the  payment  of any
commuted values.

ANNUITY: If you select a Fixed Annuity, the Adjusted Contract Value is allocated
to the General Account and the Annuity is paid as a Fixed Annuity. If you select
a  Variable  Annuity,  the  Adjusted  Contract  Value will be  allocated  to the
Subaccounts of the Separate  Account in accordance with your selection,  and the
Annuity will be paid as a Variable Annuity. You may also select a combination of
a Fixed Annuity and a Variable  Annuity in which case your Annuity Payment would
be the sum of the Fixed Annuity and the Variable  Annuity.  Unless you designate
another payee,  you will be the payee of the Annuity  Payments.  If when Annuity
Payments  begin we are using tables of annuity rates for these  Contracts  which
result in larger  Annuity  Payments,  we will use those  tables  instead.  Where
permitted, Annuity Payments will depend on the Age and sex of the Annuitant.

The first  annuity  payment  will be due one month (or one modal period if other
than a monthly Annuity Payment frequency is elected)  following the later of the
Annuity Date or the date of receipt of all required forms.

BMA may elect to determine the amount of each Annuity  Payment up to 10 business
days prior to the elected payment date.

FIXED  ANNUITY:  You may elect to have the  Adjusted  Contact  Value  applied to
provide a Fixed Annuity.  The dollar amount of each Fixed Annuity  Payment shall
be determined in accordance with Annuity Tables contained in this Contract which
are  based  on the  1983  Individual  Annuity  Mortality  Table  with  mortality
projected to the year 2000 by  projection  scale G and with an annual  effective
interest rate of 3 1/2%.

VARIABLE  ANNUITY:  You may elect to have the Adjusted Contract Value applied to
provide a Variable  Annuity.  Variable  Annuity  Payments reflect the investment
performance  of the Separate  Account in accordance  with the  allocation of the
Adjusted Contract Value to the Subaccounts  during the Annuity Period.  Variable
Annuity Payments are not guaranteed as to dollar amount.

On the  Annuity  Date a fixed  number of  Annuity  Units  will be  purchased  as
follows:

For each  Subaccount  the fixed number of Annuity Units is equal to the Adjusted
Contract Value for all Subaccounts,  divided first by $1000,  then multiplied by
the appropriate  Annuity Payment amount from the Annuity Table contained in this
Contract  for each  $1000 of value for the  Annuity  Option  selected,  and then
divided by the  Annuity  Unit value for that  Subaccount  on the  Annuity  Date.
Thereafter,  the number of Annuity Units in each  Subaccount  remains  unchanged
unless  you  elect  to  transfer  between  Subaccounts.  All  calculations  will
appropriately reflect the Annuity Payment frequency selected.

On each Annuity  Payment date, the total Variable  Annuity Payment is the sum of
the Annuity Payments for each  Subaccount.  The Variable Annuity Payment in each
Subaccount  is  determined  by  multiplying  the  number of  Annuity  Units then
allocated to such Subaccount by the Annuity Unit value for that Subaccount.

On each  subsequent  Business Day, the value of an Annuity Unit is determined in
the following way:

First:  The Net  Investment  Factor is determined as described  under  "Separate
Account Provision - Net Investment Factor" above.

Second: The value of an Annuity Unit for a Business Day is equal to:

     a.   the value of the Annuity Unit for the immediately  preceding  Business
          Day;

     b.   multiplied by the Net Investment Factor for the current Business Day;

     c.   divided by the  Assumed  Net  Investment  Factor  (see  below) for the
          Business Day.

The Assumed Net  Investment  Factor is equal to one plus the Assumed  Investment
Return  which is used in  determining  the basis for the purchase of an Annuity,
adjusted to reflect the particular  Business Day. The Assumed  Investment Return
that we will use is [3 1/2%].  However, we may agree with you to use a different
value.

MORTALITY  AND EXPENSE  GUARANTEE:  We guarantee  that the dollar amount of each
Annuity  Payment after the first will not be affected by variations in mortality
or expense experience.

                   ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISION

OWNER:  As the Owner you have all the interest  and rights under this  Contract.
The Owner is the person  designated as such on the Issue Date,  unless  changed.
Any change of Owner is subject to our underwriting rules then in effect.

You may change  Owners of the  Contract  at any time by  Authorized  Request.  A
change of Owner will  automatically  revoke any prior  designation of Owner. The
change will become effective as of the date the Authorized Request is signed. We
will not be liable for any  payment  made or action  taken  before we record the
change.

JOINT OWNER: A Contract may be owned by Joint Owners. If Joint Owners are named,
any Joint Owner must be the spouse of the other Owner.  Upon the death of either
Owner,  the  surviving  spouse  will  be  the  Primary  Beneficiary.  Any  other
Beneficiary  designation  will be treated  as a  Contingent  Beneficiary  unless
otherwise indicated in an Authorized Request.

ANNUITANT: The Annuitant is the person on whose life Annuity Payments are based.
The Annuitant is the person  designated by you at the Issue Date, unless changed
prior to the Annuity Date.  The Annuitant may not be changed in a Contract which
is owned by a  non-natural  person.  Any change of  Annuitant  is subject to our
underwriting rules then in effect.

ASSIGNMENT  OF A CONTRACT:  An  Authorized  Request  specifying  the terms of an
assignment of a Contract must be provided to the BMA Service Center. We will not
be liable for any payment made or action taken before we record the assignment.

We  will  not  be  responsible  for  the  validity  or tax  consequences  of any
assignment.  Any assignment made after the death benefit has become payable will
be valid only with our consent.

If the Contract is assigned,  your rights may only be exercised with the consent
of the assignee of record.

                                   BENEFICIARY

BENEFICIARY: The Beneficiary designation in effect on the Issue Date will remain
in effect until changed.  The Beneficiary is entitled to receive the benefits to
be paid at your death.

Unless you provide otherwise,  the death benefit will be paid in equal shares to
the survivor(s) as follows:

     1.   to the primary Beneficiary(ies) who survive you and/or the Annuitant's
          death, as applicable; or if there are none

     2.   to  the  contingent   Beneficiary(ies)  who  survive  you  and/or  the
          Annuitant's death, as applicable; or if there are none

     3.   to your estate.

CHANGE   OF   BENEFICIARY:   Subject   to  the   rights   of   any   irrevocable
Beneficiary(ies),  you may change the  Primary  Beneficiary(ies)  or  Contingent
Beneficiary(ies).  A change may be made by Authorized  Request.  The change will
take effect as of the date the  Authorized  Request is signed.  The Company will
not be liable for any payment made or action taken before it records the change.

                 SUSPENSION OF DEFERRAL OF PAYMENTS OR TRANSFERS
                            FROM THE SEPARATE ACCOUNT

The Company reserves the right to suspend or postpone payments from the Separate
Account for a withdrawal or transfer for any period when:

     1.   the New York Stock  Exchange is closed (other than  customary  weekend
          and holiday closings);

     2.   trading on the New York Stock Exchange is restricted;

     3.   an emergency  exists as a result of which disposal of securities  held
          in the Separate  Account is not  reasonably  practicable  or it is not
          reasonably   practicable  to  determine  the  value  of  the  Separate
          Account's net assets; or

     4.   during any other period when the Securities  and Exchange  Commission,
          by order, so permits for the protection of Owners;

provided that  applicable  rules and  regulations of the Securities and Exchange
Commission  will govern as to whether the  conditions  described  in (2) and (3)
exist.

                               GENERAL PROVISIONS

THE CONTRACT:  The entire Contract  consists of this Contract,  and any attached
application,  endorsements  or riders.  This  Contract may be changed or altered
only by our President or Secretary.  Any change,  modification or waiver must be
made in writing.

NON-PARTICIPATING  IN SURPLUS:  This Contract does not share in any distribution
of our profits or surplus.

INCONTESTABILITY: We will not contest this Contract from its Issue Date.

MISSTATEMENT OF AGE OR SEX: We may require proof of Age of the Annuitant  before
making any life contingent Annuity Payment provided for by this Contract. If the
Age or sex of the  Annuitant has been  misstated the amount  payable will be the
amount that the Contract Value would have provided at the true Age or sex.

Once Annuity Payments have begun, any  underpayments  will be made up in one sum
with the next Annuity Payment, and overpayments will be deducted from the future
Annuity Payments until the total is repaid.

CONTRACT  SETTLEMENT:  This Contract must be returned to us upon any settlement.
Prior to any  settlement as a death claim,  due proof of death must be submitted
to us. Any paid-up  annuity,  withdrawal or death benefits that may be available
are not less than the minimum benefits required by statute.

REPORTS:  We will furnish you with a report  showing the Contract Value at least
once each  calender  year. We will also furnish an annual report of the Separate
Account. These reports will be sent to your last known address.

TAXES:  Any taxes paid to any  governmental  entity will be charged  against the
Contract  Value.  We will,  in our sole  discretion,  determine  when taxes have
resulted from: the investment experience of the Separate Account;  receipt by us
of the Purchase Payment(s);  or commencement of Annuity Payments. We may, at our
discretion, pay taxes when due and deduct that amount from the Contract Value at
a later date. Payment at an earlier date does not waive any right we may have to
deduct  amounts at a later date.  We reserve the right to  establish a provision
for federal income taxes if we determine,  in our sole discretion,  that we will
incur a tax as a result of the operation of the Separate Account. We will deduct
for any income taxes incurred by it as a result of the operation of the Separate
Account whether or not there was a provision for taxes and whether or not it was
sufficient. We will deduct any withholding taxes required by applicable law.

EVIDENCE OF SURVIVAL: Where any benefits under this Contract are contingent upon
the recipient being alive on a given date, we may require proof  satisfactory to
us that the condition has been met.

PROTECTION OF PROCEEDS: No Beneficiary may commute, encumber, alienate or assign
any payments under this Contract before they are due. To the extent permitted by
law, no payments will be subject to the debts,  contracts or  engagements of any
Beneficiary  or to any  judicial  process  to levy upon or  attach  the same for
payment thereof.

MODIFICATION  OF CONTRACT:  This Contract may not be modified by us without your
consent except as may be required by applicable law.

                          RESERVES, VALUES AND BENEFITS

All  reserves are greater to or equal to those  required by statute.  Any values
and death  benefits that may be available  under this Contract are not less than
the minimum benefits  required by any law in the state in which this Contract is
delivered.

<TABLE>
<CAPTION>
                                 Annuity Tables

VA20                                                21

                                        Annuity Payments for a Fixed Period
- ------------ ------------ --------- ------------ ---------- ----------- ---------- ----------- ---------- ------------
   Years       Amount      Years      Amount       Years      Amount      Years      Amount      Years      Amount
- ------------ ------------ --------- ------------ ---------- ----------- ---------- ----------- ---------- ------------
- ------------ ------------ --------- ------------ ---------- ----------- ---------- ----------- ---------- ------------
<S>  <C>        <C>          <C>       <C>          <C>        <C>         <C>        <C>         <C>        <C>
     1          84.47        6         15.14        11         8.86        16         6.53        25         4.71
- ------------ ------------ --------- ------------ ---------- ----------- ---------- ----------- ---------- ------------
- ------------ ------------ --------- ------------ ---------- ----------- ---------- ----------- ---------- ------------
     2          42.86        7         13.16        12         8.24        17         6.23
- ------------ ------------ --------- ------------ ---------- ----------- ---------- ----------- ---------- ------------
- ------------ ------------ --------- ------------ ---------- ----------- ---------- ----------- ---------- ------------
     3          28.99        8         11.68        13         7.71        18         5.96        30         4.18
- ------------ ------------ --------- ------------ ---------- ----------- ---------- ----------- ---------- ------------
- ------------ ------------ --------- ------------ ---------- ----------- ---------- ----------- ---------- ------------
     4          22.06        9         10.53        14         7.26        19         5.73
- ------------ ------------ --------- ------------ ---------- ----------- ---------- ----------- ---------- ------------
- ------------ ------------ --------- ------------ ---------- ----------- ---------- ----------- ---------- ------------
     5          17.91        10        9.61         15         6.87        20         5.51
- ------------ ------------ --------- ------------ ---------- ----------- ---------- ----------- ---------- ------------

                        Annuity Payments for the Life of the Payee, with Guaranteed Periods
- --------------- --------------------------------------------- -- ------------ ----------------------------------------------
                 Monthly Payment Per $1000 of Adj. Contract                         Monthly Payment Per $1000 of Adj.
- --------------- --------------------------------------------- -- ------------ ----------------------------------------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
Annuitant Age      Life        10 Years         20 Years          Annuitant      Life         10 Years         20 Years
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      50           4.37          4.33             4.23               50          4.05           4.03             3.99
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      51           4.44          4.40             4.28               51          4.10           4.08             4.03
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      52           4.51          4.47             4.34               52          4.16           4.14             4.08
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      53           4.58          4.54             4.39               53          4.22           4.20             4.13
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      54           4.66          4.61             4.45               54          4.28           4.26             4.18
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------

- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      55           4.75          4.69             4.51               55          4.35           4.32             4.24
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      56           4.84          4.77             4.57               56          4.42           4.39             4.29
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      57           4.93          4.86             4.63               57          4.49           4.46             4.35
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      58           5.04          4.95             4.69               58          4.57           4.54             4.41
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      59           5.14          5.05             4.76               59          4.66           4.62             4.48
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------

- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      60           5.26          5.15             4.82               60          4.75           4.70             4.54
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      61           5.38          5.26             4.89               61          4.84           4.79             4.61
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      62           5.51          5.37             4.95               62          4.94           4.88             4.68
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      63           5.65          5.49             5.01               63          5.05           4.98             4.74
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      64           5.80          5.62             5.08               64          5.17           5.09             4.81
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------

- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      65           5.96          5.75             5.14               65          5.29           5.20             4.88
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      66           6.13          5.89             5.20               66          5.42           5.32             4.95
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      67           6.32          6.03             5.25               67          5.56           5.44             5.02
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      68           6.51          6.18             5.31               68          5.71           5.57             5.09
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      69           6.72          6.33             5.36               69          5.88           5.71             5.16
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------

- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      70           6.94          6.49             5.41               70          6.05           5.85             5.22
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      71           7.18          6.65             5.46               71          6.24           6.01             5.29
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      72           7.44          6.82             5.50               72          6.44           6.17             5.35
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      73           7.71          6.98             5.54               73          6.66           6.34             5.40
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      74           7.99          7.15             5.57               74          6.90           6.51             5.45
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------

- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      75           8.30          7.33             5.60               75          7.16           6.69             5.50
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      76           8.63          7.50             5.63               76          7.44           6.88             5.54
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      77           8.98          7.67             5.65               77          7.75           7.07             5.58
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      78           9.35          7.84             5.67               78          8.07           7.26             5.61
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      79           9.76          8.01             5.69               79          8.42           7.46             5.64
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------

- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      80          10.18          8.18             5.70               80          8.80           7.66             5.66
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      81          10.64          8.33             5.72               81          9.20           7.85             5.68
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      82          11.12          8.49             5.73               82          9.64           8.04             5.70
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      83          11.64          8.64             5.73               83          10.12          8.22             5.71
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      84          12.20          8.77             5.74               84          10.63          8.40             5.72
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------

- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
      85          12.77          8.90             5.74               85          11.19          8.57             5.73
- --------------- ----------- ---------------- ---------------- -- ------------ ------------ ---------------- ----------------
</TABLE>

<TABLE>
<CAPTION>

                             Annuity Payments for Joint Life, with Guaranteed Periods

     ---------------------- ----------------- ----------------------------------------------------------------------------
            Primary            Contingent                  Monthly Payment Per $1000 of Adj. Contract Value*
     ---------------------- ----------------- ----------------------------------------------------------------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
           Annuitant           Annuitant             Joint Life                  10 Years                 20 Years
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              Age                 Age                   Only                    Guaranteed               Guaranteed
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
<S>           <C>                  <C>                  <C>                        <C>                      <C>
              50                   50                   3.78                       3.78                     3.78
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              51                   51                   3.82                       3.82                     3.82
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              52                   52                   3.87                       3.87                     3.87
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              53                   53                   3.91                       3.91                     3.91
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              54                   54                   3.96                       3.96                     3.95
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------

     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              55                   55                   4.01                       4.01                     4.00
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              56                   56                   4.07                       4.07                     4.06
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              57                   57                   4.13                       4.13                     4.11
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              58                   58                   4.19                       4.19                     4.17
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              59                   59                   4.25                       4.25                     4.23
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------

     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              60                   60                   4.32                       4.32                     4.29
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              61                   61                   4.39                       4.39                     4.36
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              62                   62                   4.47                       4.47                     4.42
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              63                   63                   4.56                       4.55                     4.49
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              64                   64                   4.64                       4.64                     4.57
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------

     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              65                   65                   4.74                       4.73                     4.64
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              66                   66                   4.84                       4.83                     4.72
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              67                   67                   4.95                       4.93                     4.80
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              68                   68                   5.06                       5.05                     4.88
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              69                   69                   5.18                       5.16                     4.96
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------

     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              70                   70                   5.31                       5.29                     5.04
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              71                   71                   5.45                       5.42                     5.11
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              72                   72                   5.61                       5.56                     5.19
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              73                   73                   5.77                       5.71                     5.26
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              74                   74                   5.94                       5.88                     5.32
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------

     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              75                   75                   6.13                       6.04                     5.39
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              76                   76                   6.33                       6.22                     5.45
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              77                   77                   6.54                       6.40                     5.50
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              78                   78                   6.78                       6.59                     5.54
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              79                   79                   7.02                       6.79                     5.58
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------

     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              80                   80                   7.29                       6.99                     5.62
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              81                   81                   7.58                       7.20                     5.65
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              82                   82                   7.88                       7.41                     5.67
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              83                   83                   8.21                       7.62                     5.69
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              84                   84                   8.57                       7.82                     5.71
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------

     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
              85                   85                   8.94                       8.03                     5.72
     ---------------------- ----------------- -------------------------- -------------------------- ----------------------
<FN>
*Payments continue at 100% of the chart value until the death of the last surviving annuitant or until the end of
the guaranteed period, if later.

Payment factors for ages and annuity forms provided by this contract, but not shown above, are available upon
request.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                              Annuity Tables

VA20                                                21

VA20                                                                                                (8/97)
<S>                                          <C>
- --------------------------------------------- --------------------------------------------------------------------------------------
[GRAPHIC OMITTED][GRAPHIC OMITTED]            INDIVIDUAL FLEXIBLE PAYMENT
- --------------------------------------------- --------------------------------------------------------------------------------------
</TABLE>

BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
P. O. BOX 412879
700 KARNES BLVD.
KANSAS CITY, MO  64141

Call (816) 753-8000 for assistance or questions

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

December 29, 1999

Board of Directors
Business Men's Assurance Company of America
700 Karnes Boulevard
Kansas City, MO 64108

Re: Opinion of Counsel - BMA Variable Annuity Account A

Gentlemen:

You have requested our Opinion of Counselin  connection with the filing with the
Securities  and  Exchange   Commission  of  a  Post-Effective   Amendment  to  a
Registration  Statement on Form N-4 for the Individual Flexible Payment Deferred
Variable  Annuity  Contract  (the  "Contract")  to be issued by  Business  Men's
Assurance  Company of America and its separate  account,  BMA  Variable  Annuity
Account A.

We have made such  examination  of the law and have  examined  such  records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below.

We are of the following opinions:

     1. BMA Variable Annuity Account A is a Unit Investment Trust as the term is
defined in Section 4(2) of the Investment  Company Act of 1940 ( the "Act"), and
is currently registered with the Securities and Exchange Commission, pursuant to
Section 8(a) of the "Act".

     2. Upon the  acceptance  of  purchase  payments  made by a  Contract  Owner
pursuant to a Contract issued in accordance with the Prospectus contained in the
Registration  Statement and upon compliance with applicable law, such a Contract
Owner  will  have  a  legally-issued,   fully-paid,  non-assessable  contractual
interest under such Contract.

You may use  this  opinion  letter,  or a copy  thereof,  as an  exhibit  to the
Registration Statement.

We  consent to the  reference  to our Firm under the  caption  "Legal  Opinions"
contained in the Statement of Additional  Information  which forms a part of the
Registration Statement.

Sincerely,

BLAZZARD,  GRODD  &  HASENAUER,  P.C.


By:  /S/  LYNN  KORMAN  STONE
    __________________________
          Lynn  Korman  Stone



               Consent of Independent Auditors

We consent to the reference to our firm under the captions "Experts" and
"Financial Statements" and to the use of our report dated February 4,
1999 with respect to the consolidated financial statements of Business
Men's Assurance Company of America and our report dated February 5,
1999 with respect to the financial statements of BMA Variable Annuity
Account A included in Post-Effective Amendment No. 7 to the Registration
Statement (Form N-4 No. 333-32887) and the related Statement of
Additional Information accompanying the Prospectus of BMA Variable
Annuity Account A.

                                   /S/ ERNST & YOUNG LLP
                                  Ernst & Young LLP

Kansas City, Missouri
December 29, 1999


<TABLE>
<CAPTION>
Standish Ayer & Wood Intermediate Fixed Income

One Year Results

Additional Death Benefit                                  ADB          NO ADB
<S>                                                       <C>           <C>
Annual Growth Rate (after Fund Management)               -0.70%        -0.70%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                0.999941      0.999947

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                   978.71        980.66
Non-Standard Annual Return                                   -2.13%        -1.93%
**Standard Before Surrender Chg                              976.96        978.91
Standard FV (M&E, Contract Chg, Surr. Chg.)                  922.82        924.79
Standard Annualized Performance                              -7.72%        -7.52%


Since Inception

Additional Death Benefit                                  ADB          NO ADB
Annual Growth Rate (after Fund Management)               3.51%         3.51%
Calendar Days Since Inception                             674           674

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                        309           309
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000055      1.000060

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,037.62      1,041.46
Non-Standard Annual Return                                    2.02%         2.22%
**Standard Before Surrender Chg                            1,034.12      1,037.96
Standard FV (M&E, Contract Chg, Surr. Chg.)                  980.32        984.18
Standard Annualized Performance                              -1.07%        -0.86%


Standish Ayer & Wood Mid Cap Equity

One Year Results

Additional Death Benefit                                  ADB          No ADB


Annual Growth Rate (after Fund Management)               10.99%        10.99%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000246      1.000251

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,093.92      1,096.11
Non-Standard Annual Return                                    9.39%         9.61%
**Standard Before Surrender Chg                            1,091.97      1,094.16
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,038.52      1,040.72
Standard Annualized Performance                               3.85%         4.07%


Since Inception

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               2.90%         2.90%
Calendar Days Since Inception                             674           674

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                        309           309
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000039      1.000044

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,026.35      1,030.15
Non-Standard Annual Return                                    1.42%         1.62%
**Standard Before Surrender Chg                            1,022.44      1,026.24
Standard FV (M&E, Contract Chg, Surr. Chg.)                  968.58        972.40
Standard Annualized Performance                              -1.71%        -1.50%


Standish Ayer & Wood Money Market

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               4.41%         4.41%
**'Calendar Days Since Deposit                            365           365

Dependent Variables


M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000079      1.000084

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,029.07      1,031.13
Non-Standard Annual Return                                    2.91%         3.11%
**Standard Before Surrender Chg                            1,027.23      1,029.29
Standard FV (M&E, Contract Chg, Surr. Chg.)                  973.39        975.47
Standard Annualized Performance                              -2.66%        -2.45%



Since Inception

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               5.08%         5.08%
Calendar Days Since Inception                             674           674

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                        309           309
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000096      1.000102

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,066.87      1,070.81
Non-Standard Annual Return                                    3.57%         3.77%
**Standard Before Surrender Chg                            1,063.19      1,067.13
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,009.56      1,013.54
Standard Annualized Performance                               0.52%         0.73%


Standish Global Fixed Income

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               0.42%         0.42%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0


**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                0.999972      0.999977

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                   989.74        991.73
Non-Standard Annual Return                                   -1.03%        -0.83%
**Standard Before Surrender Chg                              987.97        989.96
Standard FV (M&E, Contract Chg, Surr. Chg.)                  933.90        935.90
Standard Annualized Performance                              -6.61%        -6.41%



Since Inception

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               4.70%         4.70%
Calendar Days Since Inception                             674           674

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                        309           309
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000086      1.000092

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,059.75      1,063.67
Non-Standard Annual Return                                    3.19%         3.40%
**Standard Before Surrender Chg                            1,056.21      1,060.13
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,002.55      1,006.49
Standard Annualized Performance                               0.14%         0.35%


Stein, Roe & Farnham Small Cap Equity

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               31.59%        31.59%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000713      1.000718


Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,296.96      1,299.55
Non-Standard Annual Return                                   29.70%        29.96%
**Standard Before Surrender Chg                            1,294.64      1,297.23
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,242.41      1,245.02
Standard Annualized Performance                              24.24%        24.50%



Since Inception

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               -2.96%        -2.96%
Calendar Days Since Inception                             674           674

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                        309           309
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                0.999878      0.999883

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                   921.03        924.44
Non-Standard Annual Return                                   -4.36%        -4.17%
**Standard Before Surrender Chg                              916.39        919.80
Standard FV (M&E, Contract Chg, Surr. Chg.)                  861.89        865.32
Standard Annualized Performance                              -7.73%        -7.53%


Stein Roe & Farnham Large Cap Growth

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               32.40%        32.40%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000729      1.000735

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,304.94      1,307.55


Non-Standard Annual Return                                   30.49%        30.76%
**Standard Before Surrender Chg                            1,302.61      1,305.22
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,250.42      1,253.05
Standard Annualized Performance                              25.04%        25.31%



Since Inception

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               21.82%        21.82%
Calendar Days Since Inception                             674           674

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                        309           309
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000501      1.000507

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,401.71      1,406.89
Non-Standard Annual Return                                   20.07%        20.31%
**Standard Before Surrender Chg                            1,397.04      1,402.23
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,345.42      1,350.64
Standard Annualized Performance                              17.43%        17.68%


Babson Large Cap Value

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               14.14%        14.14%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000323      1.000328

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,124.97      1,127.22
Non-Standard Annual Return                                   12.50%        12.72%
**Standard Before Surrender Chg                            1,122.96      1,125.21


Standard FV (M&E, Contract Chg, Surr. Chg.)                1,069.69      1,071.96
Standard Annualized Performance                               6.97%         7.20%



Since Inception

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               1.46%         1.46%
Calendar Days Since Inception                             674           674

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                        309           309
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000000      1.000005

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                   999.99      1,003.69
Non-Standard Annual Return                                    0.00%         0.20%
**Standard Before Surrender Chg                              995.97        999.67
Standard FV (M&E, Contract Chg, Surr. Chg.)                  941.94        945.66
Standard Annualized Performance                              -3.19%        -2.98%


Lord, Abbett Growth & Income

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               23.69%        23.69%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000543      1.000548

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,219.09      1,221.53
Non-Standard Annual Return                                   21.91%        22.15%
**Standard Before Surrender Chg                            1,216.91      1,219.35
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,164.22      1,166.67
Standard Annualized Performance                              16.42%        16.67%




Since Inception

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               12.38%        12.38%
Calendar Days Since Inception                             674           674

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                        309           309
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000280      1.000286

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,207.74      1,212.21
Non-Standard Annual Return                                   10.76%        10.98%
**Standard Before Surrender Chg                            1,203.38      1,207.85
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,150.60      1,155.09
Standard Annualized Performance                               7.89%         8.12%


Kornitzer Balanced

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               6.11%         6.11%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000123      1.000128

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,045.82      1,047.92
Non-Standard Annual Return                                    4.58%         4.79%
**Standard Before Surrender Chg                            1,043.95      1,046.05
Standard FV (M&E, Contract Chg, Surr. Chg.)                  990.22        992.32
Standard Annualized Performance                              -0.98%        -0.77%


Since Inception

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               -2.72%        -2.72%
Calendar Days Since Inception                             674           674

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                        309           309
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                0.999885      0.999890

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                   925.24        928.67
Non-Standard Annual Return                                   -4.12%        -3.93%
**Standard Before Surrender Chg                              921.50        924.93
Standard FV (M&E, Contract Chg, Surr. Chg.)                  867.03        870.48
Standard Annualized Performance                              -7.44%        -7.24%


BBOI International

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               29.74%        29.74%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000674      1.000679

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,278.72      1,281.28
Non-Standard Annual Return                                   27.87%        28.13%
**Standard Before Surrender Chg                            1,276.44      1,279.00
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,224.10      1,226.67
Standard Annualized Performance                              22.41%        22.67%



Since Inception

Additional Death Benefit                                  ADB          No ADB


Annual Growth Rate (after Fund Management)               8.98%         8.98%
Calendar Days Since Inception                             674           674

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                        309           309
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000196      1.000201

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,141.13      1,145.35
Non-Standard Annual Return                                    7.41%         7.63%
**Standard Before Surrender Chg                            1,136.56      1,140.78
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,083.38      1,087.62
Standard Annualized Performance                               4.43%         4.65%



Dreyfus Stock Index

One Year Results

Additional Death Benefit                                   ADB         No ADB
Annual Growth Rate (after Fund Management)               27.35%        27.35%
**'Calendar Days Since Deposit                             365          365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000623      1.000628

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,255.17      1,257.68
Non-Standard Annual Return                                   25.52%        25.77%
**Standard Before Surrender Chg                            1,252.92      1,255.44
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,200.44      1,202.97
Standard Annualized Performance                              20.04%        20.30%



Since Inception

Additional Death Benefit                                   ADB         No ADB
Annual Growth Rate (after Fund Management)               16.33%        16.33%
Calendar Days Since Inception                             3654          3654

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                      10            10
**Days into Current Year                                          4             4
**Basic Surrender Charge                                         0%            0%
**Non-Standard Daily Factor                                1.000375      1.000380



Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 3,931.83      4,011.34
Non-Standard Annual Return                                   14.66%        14.88%
**Standard Before Surrender Chg                            3,907.14      3,986.66
Standard FV (M&E, Contract Chg, Surr. Chg.)                3,907.14      3,986.66
Standard Annualized Performance                              14.58%        14.81%


Five Year Results
Additional Death Benefit                                 No ADB         ADB
Annual Growth Rate (after Fund Management)               24.56%        24.56%
Calendar Days Since Inception                             1825          1825

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       5             5
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         2%            2%
**Non-Standard Daily Factor                                1.000562      1.000568

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 2,788.73      2,816.76
Non-Standard Annual Return                                   22.77%        23.01%
**Standard Before Surrender Chg                            2,777.50      2,805.53
Standard FV (M&E, Contract Chg, Surr. Chg.)                2,763.06      2,791.14
Standard Annualized Performance                              22.54%        22.79%


Dreyfus Disciplined Stock

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               26.83%        26.83%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000612      1.000617

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,250.04      1,252.54
Non-Standard Annual Return                                   25.00%        25.25%
**Standard Before Surrender Chg                            1,247.81      1,250.31
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,195.29      1,197.81
Standard Annualized Performance                              19.53%        19.78%



Since Inception

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               23.31%        23.31%
Calendar Days Since Inception                             1248          1248

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       3             3
**Days into Current Year                                        153           153
**Basic Surrender Charge                                         4%            4%
**Non-Standard Daily Factor                                1.000534      1.000540

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,948.08      1,961.45
Non-Standard Annual Return                                   21.53%        21.78%
**Standard Before Surrender Chg                            1,939.14      1,952.51
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,906.90      1,920.32
Standard Annualized Performance                              20.78%        21.03%


Invesco High Yield

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               8.19%         8.19%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000176      1.000181

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,066.33      1,068.46
Non-Standard Annual Return                                    6.63%         6.85%
**Standard Before Surrender Chg                            1,064.42      1,066.55
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,010.81      1,012.95
Standard Annualized Performance                               1.08%         1.30%



Since Inception



Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               11.17%        11.17%
Calendar Days Since Inception                             1953          1953

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       5             5
**Days into Current Year                                        128           128
**Basic Surrender Charge                                         2%            2%
**Non-Standard Daily Factor                                1.000250      1.000256

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,630.68      1,648.23
Non-Standard Annual Return                                    9.57%         9.79%
**Standard Before Surrender Chg                            1,619.24      1,636.79
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,602.48      1,620.06
Standard Annualized Performance                               9.21%         9.44%


Invesco Industrial Income

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               20.35%        20.35%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000468      1.000473

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,186.17      1,188.55
Non-Standard Annual Return                                   18.62%        18.85%
**Standard Before Surrender Chg                            1,184.05      1,186.43
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,131.16      1,133.55
Standard Annualized Performance                              13.12%        13.35%



Since Inception

Additional Death Benefit                                  ADB          No ADB


Annual Growth Rate (after Fund Management)               19.64%        19.64%
Calendar Days Since Inception                             1878          1878

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       5             5
**Days into Current Year                                         53            53
**Basic Surrender Charge                                         2%            2%
**Non-Standard Daily Factor                                1.000452      1.000457

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 2,335.01      2,359.16
Non-Standard Annual Return                                   17.92%        18.15%
**Standard Before Surrender Chg                            2,322.28      2,346.44
Standard FV (M&E, Contract Chg, Surr. Chg.)                2,306.93      2,331.13
Standard Annualized Performance                              17.64%        17.88%


Lazard Small Cap

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               16.39%        16.39%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000376      1.000382

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,147.14      1,149.44
Non-Standard Annual Return                                   14.71%        14.94%
**Standard Before Surrender Chg                            1,145.09      1,147.39
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,091.96      1,094.27
Standard Annualized Performance                               9.20%         9.43%



Since Inception

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               -0.53%        -0.53%
Calendar Days Since Inception                             696           696


Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                        331           331
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                0.999946      0.999951

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                   962.92        966.60
Non-Standard Annual Return                                   -1.96%        -1.77%
**Standard Before Surrender Chg                              958.82        962.50
Standard FV (M&E, Contract Chg, Surr. Chg.)                  904.57        908.27
Standard Annualized Performance                              -5.12%        -4.92%


American Century Growth & Income

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               26.20%        26.20%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000598      1.000603

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,243.83      1,246.32
Non-Standard Annual Return                                   24.38%        24.63%
**Standard Before Surrender Chg                            1,241.61      1,244.10
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,189.06      1,191.56
Standard Annualized Performance                              18.91%        19.16%



Since Inception

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               19.99%        19.99%
Calendar Days Since Inception                             699           699

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1


**Days into Current Year                                        334           334
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000460      1.000465

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,378.82      1,384.11
Non-Standard Annual Return                                   18.26%        18.50%
**Standard Before Surrender Chg                            1,374.37      1,379.67
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,322.62      1,327.94
Standard Annualized Performance                              15.72%        15.96%


American Century Value

One Year Results

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               11.78%        11.78%
**'Calendar Days Since Deposit                            365           365

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       1             1
**Days into Current Year                                          0             0
**Basic Surrender Charge                                         6%            6%
**Non-Standard Daily Factor                                1.000265      1.000271

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,101.71      1,103.91
Non-Standard Annual Return                                   10.17%        10.39%
**Standard Before Surrender Chg                            1,099.74      1,101.94
Standard FV (M&E, Contract Chg, Surr. Chg.)                1,046.34      1,048.56
Standard Annualized Performance                               4.63%         4.86%



Since Inception

Additional Death Benefit                                  ADB          No ADB
Annual Growth Rate (after Fund Management)               12.46%        12.46%
Calendar Days Since Inception                             1248          1248

Dependent Variables
M&E Charge (no Contract Chg.; Daily, Simple)                  1.45%         1.25%
**Whole Years Since Deposit                                       3             3
**Days into Current Year                                        153           153
**Basic Surrender Charge                                         4%            4%

**Non-Standard Daily Factor                                1.000282      1.000288

Results
Arbitrary Premium                                          1,000.00      1,000.00
Non-Standard FV (M&E Only)                                 1,421.80      1,431.56
Non-Standard Annual Return                                   10.84%        11.06%
**Standard Before Surrender Chg                            1,413.92      1,423.68
Standard CV (M&E, Contract Chg, Surr. Chg.)                1,379.58      1,389.37
Standard Annualized Performance                               9.87%        10.10%
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