PFL ENDEAVOR TARGET ACCOUNT, N-3, 1998-02-27

PFL ENDEAVOR TARGET ACCOUNT
N-3, 1998-02-27

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<PAGE>

As filed with the Securities and Exchange
Commission on February 27, 1998

333-
--------
811-08377

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

Pre-Effective Amendment No. ___

Post-Effective Amendment No. ___

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 3

PFL ENDEAVOR TARGET ACCOUNT
---------------------------
(Exact Name of Registrant)

PFL Life Insurance Company
--------------------------
(Name of Insurance Company)
4333 Edgewood Road, N.E.
Cedar Rapids, Iowa 52499-0001
800-525-6205

Name and Address of Agent for Service: Copy to:
Frank A. Camp, Esquire Frederick R. Bellamy, Esquire
PFL Life Insurance Company Sutherland, Asbill & Brennan LLP
4333 Edgewood Road, N.E. 1275 Pennsylvania Avenue, N.W.
Cedar Rapids, Iowa 52499 Washington, D.C. 20004-2404

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date.

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

CROSS REFERENCE SHEET
Pursuant to Rule 495

Showing Location in Part A (Prospectus),
Part B (Statement of Additional Information) and Part C
of Registration Statement Information Required by Form N-3
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PART A
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<TABLE>
<CAPTION>
Item of Form N-3 Prospectus Caption
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<S> <C>
1. Cover Page....................................................... Cover Page

2. Table of Contents................................................ Table of Contents

3. Definitions...................................................... Definitions

4. Synopsis......................................................... Summary of the Policy; Fee Table; Historical
Performance Data of the Mutual Fund Account;
Performance Information

5. Condensed Financial Information.................................. Condensed Financial Information; Financial
Statements
6. General Description of Registrant and Depositor

(a) Depositor.................................................... PFL Life Insurance Company

(b) Registrant................................................... The Endeavor Account - The Target Account;
The Target Account - General

7. Management....................................................... The Endeavor Accounts; The Target Account -
General
8. Deductions and Expenses

(a) General...................................................... Charges and Deductions; The Target Account -
General

(b) Sales Load %................................................. Charges and Deductions

(d) Commissions.................................................. Distributor of the Policies

(e) Expenses - Registrant........................................ N/A

(f) Subaccount Expenses.......................................... Other Expenses Including Investment Advisory
Fees; The Target Account - General

(g) Organizational Expenses...................................... N/A

9. General Description of Variable Annuity Policies

(a) Persons with Rights.......................................... The Policy; Election of Payment Option; Annuity
Payment Options; Annuity Commencement Date;
Voting Rights

(b)(i) Allocation of Premium Payments............................. Allocation of Premium Payments
</TABLE>
<PAGE>

<TABLE>
<S> <C>
(ii) Transfers................................................. Transfers

(iii) Exchanges................................................. N/A

(c) Changes.................................................... The Mutual Fund Account; Election of Payment
Option; Annuity Commencement Date; Death of
Annuitant/Owner Prior to Annuity Commencement
Date; Beneficiary; Amendments; The Target
Account - General

(d) Inquiries.................................................. Summary of the Policy

10. Annuity Period.................................................. Annuity Payment Options

11. Death Benefit................................................... Death of Annuitant/Owner Prior to Annuity
Commencement Date

12. Purchase and Policy Value

(a) Purchases.................................................. Policy Application and Issuance of Policies -
Premium Payments

(b) Valuation.................................................. Policy Value; The Mutual Fund Account Value;
The Target Account Value

(d) Underwriter................................................ Distributor of the Policies

13. Redemptions

(a) By Owners.................................................. Surrenders

By Annuitant............................................... N/A

(b) Texas ORP.................................................. Restrictions Under the Texas Optional
Retirement Program

(d) Lapse...................................................... N/A

(e) Free Look.................................................. Summary of the Policy

14. Taxes........................................................... Certain Federal Income Tax Consequences

15. Legal Proceedings............................................... Legal Proceedings

16. Table of Contents for the Statement of Additional
Information............................................ Table of Contents for the Statement of
Additional Information
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PART B
------

Statement of Additional
Item of Form N-3 Information Caption
- ---------------- -------------------
<S> <C>
17. Cover Page...................................................... Cover Page

18. Table of Contents............................................... Table of Contents

19. General Information and History................................. (Prospectus) PFL Life Insurance Company

20. Investment Objectives and Policies.............................. What is the Investment Strategy; Investment
Restrictions

21. Management...................................................... Management

22. Investment Advisory and Other Services

(a) Investment Advisory Services............................... The Investment Advisory Services

(b) Fees and Expenses of the Registrant........................ N/A

(d) Custodian.................................................. Transfer Agent and Custodian; Custody of Assets

Independent Auditors....................................... Independent Auditors

(e) Assets of Registrant....................................... Custody of Assets

(f) Affiliated Person.......................................... N/A

(g) Principal Underwriter...................................... Distribution of Policies

23. Brokerage Allocations........................................... Brokerage Allocation

24. Purchase and Pricing of Securities

Being Offered................................................... Distribution of the Policies

Offering Sales Load............................................. N/A

25. Underwriters.................................................... Distribution of the Policies; (Prospectus)
Distributor of the Policies

26. Calculation of Performance Data................................. Historical Performance Data

27. Annuity Payments................................................ (Prospectus) Election of Payment Option;
(Prospectus) Annuity Payment Options

28. Federal Tax Matters............................................. Federal Tax Matters

29. Financial Statements............................................ Financial Statements
</TABLE>

<PAGE>

PART C - OTHER INFORMATION
--------------------------
<TABLE>
<CAPTION>
Item of Form N-3 Part C Caption
- ---------------- --------------
<S> <C>
30. Financial Statements and Other Exhibits......................... Financial Statements and Exhibits

(a) Financial Statements....................................... Financial Statements

(b) Exhibits................................................... Exhibits

31. Directors and Officers of the
Insurance Company.......................................... Directors and Officers of the Insurance
Company; Business and Other Connections of
Investment Advisor
32. Persons Controlled by or Under Common
Control with the Insurance Company
or Registrant.............................................. Persons Controlled by or Under Common Control
with the Insurance Company or Registrant

33. Number of Policyowners.......................................... Number of Contract Owners

34. Indemnification................................................. Indemnification

35. Business and Other Connection of
Investment Adviser......................................... Directors and Officers of the Insurance
Company; Business and Other Connections of the
Investment Adviser

36. Principal Underwriters.......................................... Principal Underwriters

37. Location of Accounts and Records................................ Location of Accounts and Records

38. Management Services............................................. Management Services

39. Undertakings.................................................... Undertakings

40. Signatures...................................................... Signatures
</TABLE>
<PAGE>

PROSPECTUS May 1, 1998

THE ENDEAVOR VARIABLE ANNUITY
Issued Through
PFL ENDEAVOR VARIABLE ANNUITY ACCOUNTS
by
PFL LIFE INSURANCE COMPANY

The Endeavor Variable Annuity Policy is a Flexible Premium Variable Annuity
that is offered by PFL Life Insurance Company ("PFL"). You can use the Policy
to accumulate funds for retirement or other long-term financial planning
purposes. You are generally not taxed on any earnings on amounts you invest
until you withdraw them or begin to receive annuity payments. The Policy is a
"variable" annuity because the value of your investments can go up or down
based on the performance of the investment options that you select. It is a
flexible premium policy because after you purchase it you can generally make
additional investments of any amount of $50 or more, until the Annuity
Commencement Date when PFL begins making annuity payments to you.

You have several investment options to choose from offered through three
accounts: the Mutual Fund Account, the Target Account, and the Fixed Account.
These include the following variable investment options:

Endeavor Asset Allocation Portfolio Dreyfus Small Cap Value Portfolio
Endeavor Money Market Portfolio Dreyfus U.S. Government Securities
T. Rowe Price International Stock Portfolio
Portfolio Endeavor Value Equity Portfolio
T. Rowe Price Equity Income Endeavor Opportunity Value Portfolio
Portfolio Endeavor Enhanced Index Portfolio
T. Rowe Price Growth Stock Portfolio Endeavor Select 50 Portfolio
DJIA Target 10 Subaccount Endeavor High Yield Portfolio
DJIA Target 5 Subaccount WRL Growth Portfolio

YOU AS THE OWNER OF THE POLICY, BEAR THE ENTIRE INVESTMENT RISK FOR ALL
AMOUNTS THAT YOU ALLOCATE TO ANY OF THE MUTUAL FUND OR TARGET SUBACCOUNTS.
THIS MEANS THAT YOU COULD LOSE THE AMOUNT THAT YOU INVEST. BUT IF THE MUTUAL
FUND OR TARGET SUBACCOUNTS INCREASE IN VALUE, THEN THE VALUE OF YOUR POLICY
WILL ALSO INCREASE.

The Fixed Account is an additional investment option. If you invest in one
of the alternatives available under the Fixed Account, then PFL guarantees to
return your investment with interest at rates that PFL will declare from time
to time.

Of course, you can choose any combination of these investment options. You
can also transfer amounts among these options (subject to some restrictions).

LIKE ALL SECURITIES, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>

You should only purchase a Policy as a long-term investment. However, you do
have access to all or some of the current cash value of your investments at
any time before the Annuity Commencement Date. But, if you do withdraw cash
from your Policy, there may be a surrender charge. You may also have to pay
income taxes on some or all of the amount you withdraw, and if you are under
the age 59 1/2 there may also be a tax penalty. In addition, there may be an
interest penalty if you make a premature withdrawal from the Fixed Account
(this is called an "Excess Interest Adjustment," and it could also result in
you earning extra interest). PFL has the right to postpone withdrawals from
the Fixed Account.

Prospectuses for the mutual fund portfolios are attached to the back of this
Prospectus. This Prospectus and the mutual fund prospectuses give you vital
information about the Policies, the mutual funds and the subaccounts. Please
read them carefully before you invest. Keep them for future reference.

PLEASE NOTE THAT THE POLICIES, THE MUTUAL FUNDS AND THE SUBACCOUNTS: ARE NOT
BANK DEPOSITS, ARE NOT FEDERALLY INSURED, ARE NOT ENDORSED BY ANY BANK OR
GOVERNMENT AGENCY AND ARE NOT GUARANTEED TO ACHIEVE THEIR GOAL.

This Prospectus sets forth the information that a prospective purchaser
should consider before purchasing a Policy. It should be kept for future
reference. A Statement of Additional Information about the Policy, the Mutual
Fund Account and the Target Account which has the same date as this Prospectus
has been filed with the Securities and Exchange Commission and is incorporated
herein by reference. The Statement of Additional Information is available at
no cost to any person requesting a copy by writing PFL at the Administrative
and Service Office or by calling 1-800-525-6205. The table of contents of the
Statement of Additional Information is included at the end of this Prospectus.

This Prospectus and the Statement of Additional Information generally
describe only the Policies, the Mutual Fund Account and the Target Account,
except when the Fixed Account is specifically mentioned.

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

Please Read This Prospectus Carefully
Keep it For Future Reference.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESPERSON OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON.

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<PAGE>

INTRODUCTION

There are three parts to this prospectus. Part I contains a summary and
certain financial data. Part II contains a detailed description of the
Policies and a brief description of the investment options. Part III describes
the Target Account. Separate prospectuses follow that describe the mutual fund
portfolios.

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<PAGE>

TABLE OF CONTENTS

PART I

<TABLE>
<S> <C>
DEFINITIONS................................................................. 6
SUMMARY OF THE POLICY....................................................... 10
FEE TABLES.................................................................. 16
CONDENSED FINANCIAL INFORMATION............................................. 24
FINANCIAL STATEMENTS........................................................ 27

PART II

PFL LIFE INSURANCE COMPANY.................................................. 28
THE ENDEAVOR ACCOUNTS....................................................... 28
The Mutual Fund Account................................................... 28
The Underlying Funds.................................................... 29
The Target Account........................................................ 32
The Target Subaccounts.................................................. 32
The Fixed Account......................................................... 33
Guaranteed Periods...................................................... 34
Dollar Cost Averaging Fixed Account Option.............................. 35
Current Interest Rates.................................................. 35
Transfers................................................................. 36
Reinstatements............................................................ 37
Telephone Transactions.................................................... 38
Dollar Cost Averaging (DCA)............................................... 38
Asset Rebalancing......................................................... 39
PUBLISHED RATINGS........................................................... 39
THE POLICY.................................................................. 40
Policy Application and Issuance of Policies--Premium Payments............. 40
Additional Premium Payments............................................. 41
Maximum Total Premium Payments.......................................... 41
Allocation of Premium Payments.......................................... 41
Payment Not Honored by Bank............................................. 42
Policy Value.............................................................. 42
The Mutual Fund Account Value........................................... 42
The Target Account Value................................................ 42
Amendments................................................................ 43
Non-participating Policy.................................................. 43
DISTRIBUTIONS UNDER THE POLICY.............................................. 43
Surrenders................................................................ 43
Nursing Care and Terminal Condition Waiver................................ 44
Excess Interest Adjustment (EIA).......................................... 45
Systematic Payout Option.................................................. 45
Annuity Payments.......................................................... 46
Annuity Commencement Date............................................... 46
Election of Payment Option.............................................. 46
Premium Tax............................................................. 47
Supplementary Contract.................................................. 47
Availablity as an Immediate Annuity..................................... 47
Annuity Payment Options................................................... 48
Death Benefit............................................................. 51
</TABLE>

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<TABLE>
<S> <C>
Death of Owner........................................................... 54
Restrictions Under the Texas Optional Retirement Program................. 54
Restrictions Under Section 403(b) Plans.................................. 54
Restrictions Under Qualified Policies.................................... 54
CHARGES AND DEDUCTIONS..................................................... 55
Surrender Charge......................................................... 55
Mortality and Expense Risk Fee........................................... 56
Administrative Charges................................................... 57
Distribution Financing Charge............................................ 57
Premium Taxes............................................................ 57
Federal, State and Local Taxes........................................... 57
Transfer Fee............................................................. 58
Other Expenses Including Investment Advisory Fees........................ 58
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................... 58
Tax Status of the Policy................................................. 59
Taxation of Annuities.................................................... 60
DISTRIBUTOR OF THE POLICIES................................................ 67
VOTING RIGHTS.............................................................. 68
The Mutual Fund Account.................................................. 68
The Target Account....................................................... 68
YEAR 2000 MATTERS.......................................................... 69
LEGAL PROCEEDINGS.......................................................... 70
HISTORICAL PERFORMANCE DATA OF THE MUTUAL FUND ACCOUNT..................... 70
Standardized Performance Data............................................ 71
Endeavor Money Market Subaccount......................................... 71
Other Subaccounts........................................................ 71
Average Annual Total Returns............................................. 72
Non-Standardized Performance Data........................................ 73
Average Annual Total Returns--Assuming No Surrender Charge............... 74
Endeavor High Yield, Endeavor Enhanced Index and Endeavor Select 50
Portfolios............................................................. 75
</TABLE>
PART III
<TABLE>
<S> <C>
THE TARGET ACCOUNT.......................................................... 76
Target Account Definitions................................................ 76
General................................................................... 76
Investment Strategy....................................................... 78
The Dow Jones Industrial Average.......................................... 80
Investment Risks.......................................................... 81
PERFORMANCE INFORMATION..................................................... 84
Target Strategies......................................................... 84
Comparison of Total Return................................................ 85
Past Performance of the DJIA.............................................. 86
Standardized Performance Data............................................. 86
Non-Standardized Performance Data......................................... 87
PORTFOLIO TURNOVER.......................................................... 87
STATEMENT OF ADDITIONAL INFORMATION......................................... 87
Appendix A.................................................................. A-1
Appendix B.................................................................. B-1
</TABLE>

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<PAGE>

DEFINITIONS

Accumulation Unit--An accounting unit of measure used in calculating the
Policy Value in the Mutual Fund Account and the Target Account before the
Annuity Commencement Date.

Adjusted Policy Value--An amount equal to the Policy Value increased or
decreased by any Excess Interest Adjustments.

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

Annuitant--The person entitled to receive Annuity Payments after the Annuity
Commencement Date and during whose life any Annuity Payments involving life
contingencies will continue.

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

Annuity Payment Option or Payment Option--A method of receiving a stream of
Annuity Payments selected by the Owner.

Annuity Unit--An accounting unit of measure used in the calculation of the
amount of the second and each subsequent Variable Annuity Payment after the
Annuity Commencement Date.

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

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

Cash Value--On or before the Annuity Commencement Date, is the amount equal
to the Adjusted Policy Value, less the Surrender Charge.

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

Current Interest Rate--The interest rate or rates currently guaranteed to be
credited on amounts under a Policy allocated to the Fixed Account. This
interest rate will always equal or exceed a minimum effective annual rate of
3%. See Appendix B for variations in the minimum guaranteed effective annual
interest rate applicable to the Fixed Account.

Distribution Financing Charge--A daily charge for the first seven Policy
Years equal to an effective annual rate of 0.15% of the Mutual Fund Account's
and the Target Account's net assets. This charge is not deducted after the
Annuity Commencement Date.

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<PAGE>

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

Excess Interest Adjustment--A positive or negative adjustment to amounts
withdrawn upon partial withdrawals or surrenders, to amounts you transfer from
the Fixed Account Guaranteed Period Options, or to amounts applied to Annuity
Payment Options. The adjustment reflects changes in the interest rates
declared by PFL since the date any payment was received by, or an amount was
transferred to, the Guaranteed Period Option. The Excess Interest Adjustment
(EIA) can either decrease or increase the amount you receive upon surrender or
commencement of Annuity Payments, depending upon whether there has been an
increase or decrease in interest rates, respectively.

Fixed Account--A group of Investment Options under the Policy, other than
the Mutual Fund Account or the Target Account, that are part of the general
assets of PFL and which are not in separate accounts.

Fixed Annuity Payments--Payments made pursuant to an Annuity Payment Option
which do not fluctuate in amount.

Gross Partial Withdrawal--The amount of the requested Partial withdrawal,
plus any applicable Surrender Charge, minus any applicable Excess Interest
Adjustment.

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

Investment Options--Any of the Guaranteed Period Options of the Fixed
Account, the Dollar Cost Averaging Fixed Account Option, and any of the
Subaccounts of the Mutual Fund Account or the Target Account.

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

Mutual Fund Subaccount--A subdivision within the Mutual Fund Account, the
assets of which are invested in a specified portfolio of the Underlying Funds.

Nonqualified Policy--A Policy other than a Qualified Policy.

PFL--PFL Life Insurance Company, the issuer of the Policies.

Policy--One of the variable annuity policies offered by this Prospectus.

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<PAGE>

Policy Anniversary--Each anniversary of the Policy Date.

Policy Date--The date shown on the Policy data page attached to the Policy
and the date on which the Policy becomes effective.

Policy Owner or Owner--The person who may exercise all rights and privileges
under the Policy. The Policy Owner during the lifetime of the Annuitant and
prior to the Annuity Commencement Date is the person designated as the Policy
Owner or a Successor Owner in the application.

Policy Value--On or before the Annuity Commencement Date, this is an amount
equal to (a) the Premium Payments; minus (b) Gross Partial Withdrawals taken;
plus (c) interest credited in the Fixed Account; plus or minus (d) accumulated
gains or losses in the Mutual Fund Account and the Target Account; minus (e)
applicable service charges, premium taxes, and transfer fees, if any.

Policy Year--Each 12-month period beginning on the Policy Date shown on the
Policy data page and each Policy Anniversary thereafter.

Premium Payment--An amount you pay to PFL, or is paid to PFL on your behalf,
as consideration for the benefits provided by the Policy.

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

Service Charge--An annual charge on each Policy Anniversary (and a charge at
the time of surrender) for Policy maintenance and related administrative
expenses. This annual charge is the lesser of 2% of the Policy Value or $35.

Successor Owner--A person appointed by the Policy Owner to succeed to
ownership of the Policy in the event of the death of the Policy Owner (if the
Policy Owner is not the Annuitant) before the Annuity Commencement Date.

Surrender Charge--A percentage of each Premium Payment in an amount from 7%
to 0% depending upon the length of time from the date of each Premium Payment.
The Surrender Charge is assessed on surrenders of, or partial withdrawals
from, the Policy. A Surrender Charge may also be referred to as a "Contingent
Deferred Sales Charge."

Target Account--A separate account established and registered as a
management investment company under the Investment Company Act of 1940 to
which Premium Payments under the Policies may be allocated.

Target Subaccount--A subdivision within the Target Account, the assets of
which are invested in common stocks selected according to a specified
investment strategy.

Underlying Funds--The WRL Growth Portfolio of the WRL Series Fund, Inc., and
designated portfolios of the Endeavor Series Trust.

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<PAGE>

Valuation Period--The period of time from one determination of Accumulation
Unit values and Annuity Unit values to the next subsequent determination of
values. Such determination shall be made on each Business Day.

Variable Annuity Payments--Payments made pursuant to an Annuity Payment
Option which fluctuate as to dollar amount or payment term in relation to the
investment performance of the specified Subaccounts within the Mutual Fund
Account or the Target Account.

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

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<PAGE>

SUMMARY OF THE POLICY

The following summary is intended to provide a brief overview of the Policy.
More detailed information can be found in the sections of this Prospectus that
follow, all of which should be read in their entirety.

THE POLICY

The Endeavor Variable Annuity is a Flexible Premium Variable Annuity which
can be purchased as a Non-Qualified Policy or as a Qualified Policy. You
allocate the Premium Payments among the Mutual Fund Account, the Target
Account or the Fixed Account.

THE ENDEAVOR ACCOUNTS

The Mutual Fund Account. The Mutual Fund Account is a separate account of
PFL, which has dedicated a number of subaccounts to the Policy that invest
exclusively in shares of the designated portfolios of the Endeavor Series
Trust and the Growth Portfolio of the WRL Series Fund, Inc. (collectively, the
"Underlying Funds"). The Endeavor Series Trust is a mutual fund managed by
Endeavor Investment Advisers, a general partnership between Endeavor
Management Co. and AUSA Financial Markets, Inc. (an affiliate of PFL), which
contracts with several subadvisers (as described in separate prospectuses that
accompany this Prospectus) for investment advisory services. The WRL Growth
Portfolio is a portfolio within the WRL Series Fund, Inc. The WRL Series Fund,
Inc. is a mutual fund whose investment adviser is WRL Investment Management,
Inc., a subsidiary of Western Reserve Life Assurance Co. of Ohio ("Western
Reserve"), (an affiliate of PFL). WRL Investment Management, Inc. contracts
with Janus Capital Corporation as a subadviser to the WRL Growth Portfolio for
investment advisory services.

The portfolios of the Underlying Funds currently offered are as follows:

Endeavor Asset Allocation Portfolio Dreyfus U.S. Government Securities
Endeavor Money Market Portfolio Portfolio
T. Rowe Price International Stock Endeavor Value Equity Portfolio
Portfolio Endeavor Opportunity Value Portfolio
T. Rowe Price Equity Income Endeavor Enhanced Index Portfolio
Portfolio Endeavor Select 50 Portfolio
T. Rowe Price Growth Stock Portfolio Endeavor High Yield Portfolio
Dreyfus Small Cap Value Portfolio WRL Growth Portfolio

Each of the Subaccounts of the Mutual Fund Account invests solely in a
corresponding Portfolio of the Underlying Funds. Because the Policy Value
depends on the investment experience of the selected Subaccounts, the Owner
bears the entire investment risk with respect to Premium Payments allocated
to, and amounts transferred to, the Mutual Fund Account. (See "THE ENDEAVOR
ACCOUNTS--Mutual Fund Account," p. 28.)

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<PAGE>

The Target Account. The Target Account is a separate account of PFL, which
invests according to the specific investment strategies of its Subaccounts.

The DJIA Target 10 Subaccount will invest in the common stock of the ten
companies in the Dow Jones Industrial Average ("DJIA") that have the highest
dividend yield as of a specified business day and hold those stocks for a 12-
month period.

The DJIA Target 5 Subaccount will invest in the common stock of the five
companies with the lowest per share stock price of the ten companies in the
DJIA that have the highest dividend yield as of a specified business day and
hold those stocks for a 12-month period.

Because the Policy Value will depend on the investment experience of the
selected Subaccounts, you bear the entire investment risk with respect to
Premium Payments allocated to, and amounts transferred to, the Target Account.
(See "THE ENDEAVOR ACCOUNTS--The Target Account," p. 32.)

The investment adviser for the Target Account is First Trust Advisers L.P.
The manager for the Target Account is Endeavor Investment Advisers. (See "THE
TARGET ACCOUNT--General," p. 76.)

The Fixed Account. The Fixed Account guarantees an annual credited rate of
at least 3% on Premium Payments and transfers to, less partial withdrawals and
transfers from, the Fixed Account (see Appendix "B" for variations in the
minimum guaranteed effective annual interest rate for prior versions of
Policies and for Policies offered in certain states). Upon surrender, PFL
guarantees return of at least the Premium Payments made to, less prior Partial
withdrawals and transfers from, the Fixed Account. PFL may, in its sole
discretion, declare a higher Current Interest Rate. A Current Interest Rate is
guaranteed for at least one year. (See "THE ENDEAVOR ACCOUNTS--The Fixed
Account," p. 33.)

PREMIUM PAYMENTS

A Nonqualified Policy may be purchased with an initial Premium Payment of at
least $5,000. A Qualified Policy generally may be purchased with an initial
Premium Payment of at least $1,000, but policies purchased and used in
connection with a Tax Deferred 403(b) Annuity may be purchased with an initial
premium payment in any amount chosen by the purchaser; however, PFL must
receive the initial Premium Payment within 90 days following the Policy Date,
otherwise the Policy will be canceled. You may make additional Premium
Payments of at least $50 each at any time before the Annuity Commencement
Date. The maximum total Premium Payments allowed without prior approval of PFL
is $1,000,000. No charges or fees are deducted from Premium Payments, so the
entire Premium Payment is invested immediately, subject to the restrictions
below regarding the "Right to Cancel" period. (See "CHARGES AND DEDUCTIONS--
Surrender Charges," p. 55 and "CHARGES AND DEDUCTIONS--Premium Taxes," p. 57.)

- 11 -
<PAGE>

You must allocate the initial Premium Payment among the Investment Options
according to allocation percentages in the Policy application, or information
provided in lieu thereof, or transmittal form. Any allocation must be in whole
percents, and the total allocation must equal 100%. Allocations you specify
for the initial Premium Payment will be used for additional Premium Payments
unless you request a change in allocation. Allocations of additional Premium
Payments may be changed by sending Written Notice to PFL's Administrative and
Service Office. (See "THE POLICY--Policy Application and Issuance of
Policies--Premium Payments," p. 40.)

RIGHT TO CANCEL PERIOD

You may, until the end of the period of time specified in the Policy ("Right
to Cancel Period"), examine the Policy and return it for a refund. The
applicable period will depend on the state in which the Policy is issued. In
some states the period is ten days after the Policy is delivered to you. Some
states allow for a longer period to return the Policy. The amount of the
refund will also depend on the state in which the Policy is issued. Ordinarily
the amount of the refund will be the Policy Value. However, some states may
require a return of the Premium Payments, or the greater of the Premium
Payments or the Policy Value. PFL will pay the refund within seven days after
it receives written notice of cancellation and the returned Policy within the
applicable period. The Policy will then be deemed void.

TRANSFERS BEFORE THE ANNUITY COMMENCEMENT DATE

An Owner can transfer Policy Values from one Subaccount to another within
the Mutual Fund Account, the Target Account or the Fixed Account, or transfer
Policy Values or an amount equal to the interest credited from the Guaranteed
Period Options of the Fixed Account to the Mutual Fund Account or the Target
Account. Transfers of amounts equal to interest credited to a Guaranteed
Period Option are referred to as "Interest Transfers." Each Interest Transfer
will be subject to a minimum amount of $50. No Excess Interest Adjustment will
apply to such transfers of interest. For transfers other than Interest
Transfers, the minimum amount which may be transferred is $500, or the entire
Subaccount (or Guaranteed Period Option) Policy Value, whichever is less.
However, following a transfer out of a particular Subaccount or Guaranteed
Period Option, at least $500 must remain in that Subaccount or Guaranteed
Period Option, otherwise PFL reserves the right to include remaining amounts
in the transfer. Transfers currently may be made either by telephone (subject
to the provisions described below under "Telephone Transactions," p. 38) or by
sending Written Notice to the Administrative and Service Office.

An Owner may choose which Guaranteed Period Option to or from transfers may
be made. Transfers of Policy Value from a Guaranteed Period Option prior to
the end of that Guaranteed Period are subject to the Excess Interest
Adjustment which may increase or decrease the amount removed from the
Guaranteed Period Option in order to honor the transfer amount requested.
"Interest Transfers" are not subject to an Excess Interest

- 12 -
<PAGE>

Adjustment. Due to the manner of crediting interest in the Fixed Account,
however, Interest Transfers may affect the rate of interest credited on funds
remaining in the Fixed Account. (See "THE ENDEAVOR ACCOUNTS--Transfers,"
p. 36.) (See "DISTRIBUTIONS UNDER THE POLICY--Excess Interest Adjustment," p.
45.)

Transfers from the Dollar Cost Averaging Fixed Account Option, except
through automatic Dollar Cost Averaging transfers, are not allowed. (See "THE
ENDEAVOR ACCOUNTS--Dollar Cost Averaging Fixed Account Option," p. 35.)

Prior versions of the Policy and Policies issued in certain states may have
additional restrictions on transfers. See Appendix B and the Policy or
endorsement for details. If the Excess Interest Adjustment (at the time of a
transfer request only) from any Guaranteed Period Option (GPO) is a negative
adjustment, then the maximum amount of Policy Value that can be transferred
out of the Fixed Account is 25% of that GPO's Policy Value, less amounts
previously transferred out of that GPO during the current Policy Year. No
maximum will apply to amounts transferred from any Guaranteed Period Option if
the Excess Interest Adjustment is a positive adjustment at the time of
transfer.

A $10 charge may be imposed for each transfer in excess of twelve per Policy
Year. Currently PFL does not charge for any transfers. (See "THE ENDEAVOR
ACCOUNTS--Transfers," p. 36.)

SURRENDERS AND PARTIAL WITHDRAWALS

You may elect to surrender the Policy or make a partial withdrawal from the
Policy ($500 minimum) in exchange for a cash payment from PFL at any time
prior to the earlier of the Annuitant's death or the Annuity Commencement
Date. A surrender or partial withdrawal may be subject to deductions for
Surrender Charges, Excess Interest Adjustments and Service Charges. (See
"CHARGES AND DEDUCTIONS," p. 55.) A surrender or partial withdrawal request
must be made by Written Request, and a request for a partial withdrawal must
specify the Subaccount(s) or Guaranteed Period Options from which the
withdrawal is requested. There is currently no limit on the frequency or
timing of partial withdrawals, although for Qualified Policies the retirement
plan or applicable law may restrict and/or penalize partial withdrawals. (See
"DISTRIBUTIONS UNDER THE POLICY--Surrenders," p. 43). In addition to the
applicable charges and deductions under the Policy, surrenders and partial
withdrawals may be subject to premium taxes, income taxes and a 10% Federal
penalty tax.

NURSING CARE AND TERMINAL CONDITION WITHDRAWAL OPTION

If you or your spouse (or Annuitant or Annuitant's spouse if the Owner is
not a natural person): (1) has been confined in a hospital or nursing facility
for 30 consecutive days or (2) has been diagnosed as having a terminal
condition, as defined in the Policy or endorsement (generally, a life
expectancy of not more than 12 months), then partial withdrawals or

- 13 -
<PAGE>

surrenders may be taken with no Surrender Charge and no Excess Interest
Adjustment. (This benefit may not be available in all states or for all policy
forms. See Appendix B and the Policy or endorsement for details.) (See
"DISTRIBUTIONS UNDER THE POLICY--Nursing Care and Terminal Condition
Withdrawal Option," p. 44.)

CHARGES AND DEDUCTIONS

Surrender Charge. In order to permit investment of the entire Premium
Payment, PFL does not deduct sales or other charges at the time the Policy is
purchased. However, a Surrender Charge of up to 7% of the amount withdrawn is
imposed on certain surrenders or partial withdrawals of Premium Payments in
order to cover expenses relating to the sale of the Policies. The applicable
Surrender Charge is based on the period of time elapsed since payment of the
Premium Payment(s) being withdrawn. There is no Surrender Charge imposed seven
or more years after a Premium Payment was paid. For purposes of determining
the applicable Surrender Charge, Premium Payments are considered to be
withdrawn on a "first in--first out" basis. (See "CHARGES AND DEDUCTIONS--
Surrender Charge," p. 55.) Note that for income tax purposes, however, gains
are deemed to be withdrawn first. (See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES," p. 58.) After the first Policy Year, up to 10% of the Policy
Value may be withdrawn once per Policy Year without an Excess Interest
Adjustment and without a Surrender Charge if it is the first withdrawal in
that Policy Year.

Excess Interest Adjustment. Surrenders, partial withdrawals, transfers
(other than "10% Withdrawals" and "Interest Transfers"), and amounts applied
to a Payment Option from Guaranteed Period Options which occur prior to the
end of the Guarantee Period are subject to an Excess Interest Adjustment,
which could eliminate all credited interest in excess of the minimum
guaranteed effective annual interest rate of 3%. The Excess Interest
Adjustment, if a positive adjustment, could also result in the crediting of
additional interest. (See "DISTRIBUTIONS UNDER THE POLICY--Excess Interest
Adjustment," p. 45.)

Account Charges. PFL deducts a daily charge equal to a percentage of the net
assets in the Mutual Fund Account and the Target Account (the "Accounts") for
the mortality and expense risks assumed by PFL. For Guaranteed Minimum Death
Benefit Options "A" (5% Annually Compounding Death Benefit) and "B" (Double
Enhanced Death Benefit), the effective annual rate of this charge prior to the
Annuity Commencement Date is 1.25% of the value of each Account's net assets.
For Guaranteed Minimum Death Benefit Option "C" (Return of Premium Death
Benefit), the effective annual rate of this charge prior to the Annuity
Commencement Date is 1.10% of the value of each Account's net assets. After
the Annuity Commencement Date, the Mortality and Expense Risk Fee may be lower
than the Mortality and Expense Risk Fee in effect prior to the Annuity
Commencement Date. (See "CHARGES AND DEDUCTIONS--Mortality and

- 14 -
<PAGE>

Expense Risk Fee," p. 56, "DISTRIBUTIONS UNDER THE POLICY--Death Benefit," p.
51, and Appendix B.)

PFL also deducts a daily Administrative Charge from the net assets of each
Account to partially cover expenses incurred by PFL in connection with the
administration of the Account and the Policies. The effective annual rate of
this charge is 0.15% of the value of each Account's net assets. (See "CHARGES
AND DEDUCTIONS--Administrative Charges," p. 57.)

PFL guarantees that the account charges for mortality and expense risks and
administrative expenses prior to the Annuity Commencement Date will not exceed
a total of 1.40% for the 5% Annually Compounding Death Benefit and the Double
Enhanced Death Benefit, and 1.25% for the Return of Premium Death Benefit.
After the Annuity Commencement Date, the total charge for mortality and
expense risks and administrative expenses will be less than or equal to that
charged before the Annuity Commencement Date (see Appendix B).

Service Charge. Prior to the Annuity Commencement Date, there is an annual
Service Charge on each Policy Anniversary (and a charge at the time of
surrender during any Policy Year) for Policy maintenance and related
administrative expenses. This annual charge is the lesser of 2% of the Policy
Value or $35. The Service Charge is deducted from each Investment Option in
proportion to each Investment Option's percentage of the Policy Value just
prior to such charge. This charge is waived if either the Policy Value or the
sum of all Premium Payments less the sum of all partial withdrawals equals or
exceeds $50,000 on a Policy Anniversary (or date of surrender). PFL guarantees
that this charge will not be increased in the future. (See "CHARGES AND
DEDUCTIONS--Administrative Charges," p 57.)

Transfer Fee. Any transfers among the Subaccounts of the Separate Account
and/or the Guaranteed Period Options of the Fixed Account in excess of 12 per
Policy year may be charged a $10 Transfer Fee per transfer. Currently, PFL
does not assess this fee.

Distribution Financing Charges. During the first seven Policy Years, PFL
imposes a daily Distribution Financing Charge equal to an effective annual
rate of 0.15% of the Mutual Fund Account's and of the Target Account's net
assets. This charge is used by PFL to defray a portion of the cost of
distribution of the Policies. This charge will not be imposed after the
Annuity Commencement Date. (See "CHARGES AND DEDUCTIONS--Distribution
Financing Charge," p. 57.)

Taxes. PFL may incur premium taxes relating to the Policies. When permitted
by state law, PFL will not deduct any premium taxes related to a particular
Policy from the Policy Value until withdrawal of the full Policy Value,
payment of the death benefit, or the Annuity Commencement Date. Premium taxes
currently range from 0% to 3.50% of Premium Payments. (See "CHARGES AND
DEDUCTIONS--Premium Taxes," p. 57.)

No charges are currently made against the Fixed Account, the Mutual Fund
Account, or the Target Account for federal, state, or local income taxes.
Should PFL determine that any such taxes may be imposed, PFL may deduct such
taxes from amounts held in the relevant Account. (See "CHARGES AND
DEDUCTIONS--Federal, State and Local Taxes," p. 57.)

- 15 -
<PAGE>

Charges Against the Subaccounts. The value of the net assets of the Mutual
Fund Subaccounts will reflect the investment advisory fee and other expenses
incurred by the Underlying Funds. Those fees and expenses are detailed in the
prospectuses for the Underlying Funds that accompany this Prospectus. The
value of the net assets of the Target Subaccounts will reflect the investment
advisory fee and other expenses incurred by the manager in operating each
Target Subaccount.

Expense Data. The charges and deductions are summarized in the following Fee
Tables. This tabular information regarding expenses assumes that the entire
Policy Value is in either the Mutual Fund Account or the Target Account and
that the Policy Value has not been applied to purchase an Annuity Payment
Option. These tables reflect charges and expenses of the Mutual Fund Account
as well as the Underlying Funds for the fiscal year ended December 31, 1997,
except as otherwise noted. Expenses may be higher or lower in the future.
These tables do not reflect any premium taxes that may be applicable.

ANNUITY POLICY FEE TABLE

<TABLE>
<CAPTION>
POLICY OWNER TRANSACTION EXPENSES
<S> <C>
Sales Load On Purchase
Payments................ 0
Maximum Surrender Charge
(as a % of Premium
Payment
Surrendered)(/2/)....... 7%
Surrender Fees............ 0
Annual Service Charge(/1/)
$35 Per Policy..........
Transfer Fee(/1/)
Currently No Fee........
</TABLE>
<TABLE>
<S> <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF ACCOUNT VALUE)
Mortality and Expense
Risk Fee(/3/)........ 1.25%
Administrative Charge.. 0.15%
Distribution Financing
Charge............... 0.15%
TOTAL SEPARATE ACCOUNT
ANNUAL EXPENSES...... 1.55%
</TABLE>

PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets and after expense reimbursements)

<TABLE>
<CAPTION>
TOTAL PORTFOLIO TOTAL ACCOUNT
MANAGEMENT OTHER RULE 12B1 ANNUAL AND PORTFOLIO
FEES EXPENSES FEES EXPENSES(/4/) EXPENSE
---------- --------- --------- --------------- --------------
<S> <C> <C> <C> <C> <C>
ENDEAVOR SERIES TRUST
Endeavor Money Market.. 0.50% 0.10% -- 0.60% 2.15%
Endeavor Asset
Allocation........... 0.75% 0.09% -- 0.84% 2.39%
T. Rowe Price
International Stock.. 0.90% 0.17% -- 1.07% 2.62%
Endeavor Value Equity.. 0.80% 0.09% -- 0.89% 2.44%
Dreyfus Small Cap
Value................ 0.80% 0.11% -- 0.91% 2.46%
Dreyfus U.S. Government
Securities........... 0.65% 0.15% -- 0.80% 2.35%
T. Rowe Price Equity
Income............... 0.80% 0.14% -- 0.94% 2.49%
T. Rowe Price Growth
Stock................ 0.80% 0.16% -- 0.96% 2.51%
Endeavor Opportunity
Value................ 0.80% 0.35% -- 1.15% 2.70%
Endeavor Enhanced
Index................ 0.75% 0.55% -- 1.30% 2.85%
Endeavor Select 50..... 1.10% 0.40% -- 1.50% 3.05%
Endeavor High Yield.... --
WRL SERIES FUND,
INC.(/5/)
WRL Growth............. --
TARGET ACCOUNT(/6/)
DJIA Target 10.........
DJIA Target 5..........
</TABLE>

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

- 16 -
<PAGE>

(/1/)The Surrender Charge and Transfer Fee, if any is imposed, applies to each
Policy, regardless of how the Policy Value is allocated among the Mutual
Fund Account, the Target Account and the Fixed Account. The Service Charge
is $35 per year, but not greater than 2% of the Policy Value. The Service
Charge applies to the Fixed Account, the Mutual Fund Account, and the
Target Account and is assessed on a prorata basis relative to each
Account's Policy Value as a percentage of the Policy's total Policy Value.
The Service Charge is deducted on each Policy Anniversary and at the time
of surrender, if surrender occurs during a Policy year. (See "CHARGES AND
DEDUCTIONS--Administrative Charges" p. 57.) There is no fee for the first
12 transfers per year. For additional transfers PFL may charge a fee of
$10 per transfer but currently does not charge for any transfers.

(/2/)The Surrender Charge is decreased based on the number of years since the
premium payment date in which the withdrawal is made. The charge is a
percentage of the Premium Payment: 7%, 7%, 6%, 6%, 5%, 4% and 2%; for
years one through seven, respectively, after the Premium Payment was made.

(/3/)The Mortality and Expense Risk Fees shown (1.25%) are for the 5% Annually
Compounding Death Benefit and the Double Enhanced Death Benefit. The
corresponding fee for the Return of Premium Death Benefit is 1.10% for
each Subaccount. (See "DISTRIBUTIONS UNDER THE POLICY--Death Benefit," p.
51.)

(/4/)Endeavor Investment Advisers has agreed, until terminated by it, to assume
expenses of the Portfolios that exceed the following rates: Endeavor Money
Market--0.99%; Endeavor Managed Asset Allocation--1.25%; T. Rowe Price
International Stock--1.53%; Endeavor Value Equity--1.30%; Dreyfus Small
Cap Value--1.30%; Dreyfus U.S. Government Securities--1.00%; T. Rowe Price
Equity Income--1.30%; T. Rowe Price Growth Stock--1.30%; Endeavor
Opportunity Value--1.30%; Endeavor Enhanced Index--1.30%; Endeavor Select
50--1.50%; Endeavor High Yield-- %; DJIA Target 10-- %; and DJIA Target
5-- %. During 1997, Endeavor Investment Advisers waived fees relative to,
or reimbursed, the Endeavor Enhanced Portfolio. The annualized operating
expense ratio before waiver/reimbursement by Endeavor Investment Advisers
for the period ended December 31, 1997, was 1.56%. Amounts shown for the
Endeavor Select 50 Portfolio, the Endeavor High Yield Portfolio, the DJIA
Target 10 and the DJIA Target 5 are estimated for 1998. The fee table
information relating to the Underlying Funds was provided to PFL by the
Underlying Funds, and PFL has not independently verified such information.

(/5/)Effective January 1, 1997, the WRL Series Fund, Inc. adopted a Plan of
Distribution pursuant to Rule 12b-1 under the Investment Company Act of
1940 ("Distribution Plan") and pursuant to the Distribution Plan, entered
into a Distribution Agreement with InterSecurities, Inc. ("ISI"),
principal underwriter for the WRL Series Fund, Inc. Under the Distribution
Plan, the WRL Series Fund, Inc., on behalf of the WRL Growth Portfolio, is
authorized to pay to various service providers, as direct payment for
expenses incurred in connection with the distribution of the Portfolio's
shares, amounts equal to actual expenses associated with distributing the
Portfolio's shares, up to a maximum rate of 0.15% (fifteen one-hundredths
of one percent) on an annualized basis of the average daily net assets.
This fee is measured and accrued daily and paid monthly. ISI has
determined that it would not seek payment by the WRL Series Fund, Inc. of
distribution expenses incurred with respect to any portfolio (including
the WRL Growth Portfolio) during the fiscal year ending December 31, 1998.
Owners will be notified in advance prior to ISI's seeking such
reimbursement in the future.

(/6/)For the Target Account, the Distribution Financing Charge included under
"Separate Account Annual Expenses" in this table is deducted pursuant to a
12b-1 plan.

- 17 -
<PAGE>

EXAMPLES

I. 5% Annually Compounding Death Benefit or Double Enhanced Death
Benefit. An Owner would pay the following expenses on a $1,000 investment,
assuming 5% Annually Compounding Death Benefit or Double Enhanced Death
Benefit, a hypothetical 5% annual return on assets, and assuming the entire
Policy Value is in the applicable Subaccount:

1. If the Policy is surrendered at the end of the applicable time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Endeavor Money Market Portfolio................
Endeavor Asset Allocation Portfolio............
T. Rowe Price International Stock Portfolio....
Endeavor Value Equity Portfolio................
Dreyfus Small Cap Value Portfolio..............
Dreyfus U.S. Government Securities Portfolio...
T. Rowe Price Equity Income Portfolio..........
T. Rowe Price Growth Stock Portfolio...........
Endeavor Opportunity Value Portfolio...........
Endeavor Enhanced Index Portfolio..............
Endeavor Select 50 Portfolio...................
Endeavor High Yield Portfolio..................
WRL Growth Portfolio...........................
DJIA Target 10 Subaccount......................
DJIA Target 5 Subaccount.......................

2. If the Policy is annuitized at the end of the applicable time period:

<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Endeavor Money Market Portfolio................
Endeavor Asset Allocation Portfolio............
T. Rowe Price International Stock Portfolio....
Endeavor Value Equity Portfolio................
Dreyfus Small Cap Value Portfolio..............
Dreyfus U.S. Government Securities Portfolio...
T. Rowe Price Equity Income Portfolio..........
T. Rowe Price Growth Stock Portfolio...........
Endeavor Opportunity Value Portfolio...........
Endeavor Enhanced Index Portfolio..............
Endeavor Select 50 Portfolio...................
Endeavor High Yield Portfolio..................
WRL Growth Portfolio...........................
DJIA Target 10 Subaccount......................
DJIA Target 5 Subaccount.......................
</TABLE>

- 18 -
<PAGE>

3. If the Policy is not surrendered or annuitized:

II. Return of Premium Death Benefit. An Owner would pay the following
expenses on a $1,000 investment, assuming Return of Premium Death Benefit, a
hypothetical 5% annual return on assets, and assuming the entire Policy Value
is in the applicable Subaccount:

1. If the Policy is surrendered at the end of the applicable time period:

- 19 -
<PAGE>

2. If the Policy is annuitized at the end of the applicable time period:

3. If the Policy is not surrendered or annuitized:

The above tables are intended to assist the Owner in understanding the costs
and expenses that will be borne, directly or indirectly. These include the
expenses of the Underlying Funds. (See "CHARGES AND DEDUCTIONS," p. 55, and
the Underlying Funds' prospectuses.) In addition to the expenses listed above,
premium taxes may be applicable.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
assumed 5% annual return used in these examples is purely hypothetical and
should not be considered a guarantee of past or future performance. The
figures and data for the Underlying Funds and the

- 20 -
<PAGE>

Target Account annual expenses have been provided by WRL Investment
Management, Inc. and Endeavor Investment Advisers, and while PFL does not
dispute these figures, PFL has not independently verified their accuracy.

In the examples, the $35 Annual Service Charge is reflected as a charge of
.0547% based on average Policy Value of $64,005. Normally the $35 Annual
Service Charge would be waived if either the Premium Payment(s) less Partial
withdrawals, or the Policy Value is at least $50,000. However, it was included
in these examples for illustrative purposes.

Any transfers among the Subaccounts of the Separate Account and/or the
Guaranteed Period Options of the Fixed Account in excess of 12 per Policy Year
may be charged a $10 fee per transfer. Currently, PFL does not assess this
fee. This fee is not reflected in these examples.

These examples include the 1.25% Mortality and Expense Risk Fee for the 5%
Annually Compounding and the Double Enhanced Death Benefits; and the 1.10%
Mortality and Expense Risk Fee for the Return of Premium Death Benefit.

DEATH BENEFIT

Upon receipt of proof that the Annuitant who is the Owner has died before
the Annuity Commencement Date, the Death Benefit is calculated and is payable
to the Beneficiary when PFL receives Due Proof of Death, an election of the
method of settlement and return of the Policy. The Death Benefit is only paid
if the Owner and Annuitant are the same person, and that person dies prior to
the Annuity Commencement Date. In the event that the Annuitant who is not the
Owner dies prior to the Annuity Commencement Date, the Owner will generally
become the Annuitant unless the Owner specifically requests on the
application, order form or in writing prior to Annuitant's death that the
Death Benefit be paid upon the Annuitant's death and PFL agrees to such an
election.

The amount of the Death Benefit will depend on the state where the Policy is
purchased and will depend on the Death Benefit option you elect. However, the
Death Benefit will always be at least equal to the greater of the Policy Value
or the Cash Value on the date PFL receives the documentation it needs to
process the Death Benefit.

The Death Benefit is not paid on the death of an Owner if the Owner is not
the Annuitant. If an Owner who is not the Annuitant dies before the Annuity
Commencement Date, the amount payable under the Policy upon surrender will be
the Adjusted Policy Value. (See "DISTRIBUTIONS UNDER THE POLICY--Death
Benefit," p. 51, or the Policy or endorsement for details.) In certain
circumstances, if the Owner dies the Owner's spouse may elect to continue the
Policy. If the Policy is continued, all future Surrender Charges would be
waived.

You have the "one-time" option of choosing a Guaranteed Minimum Death
Benefit at the time of purchase of the Policy. You may choose among

- 21 -
<PAGE>

the "5% Annually Compounding Death Benefit," the "Double Enhanced Death
Benefit," or the "Return of Premium Death Benefit." The "5% Annually
Compounding Death Benefit" is only available for Annuitants and Owners under
age 75 at issue. The "Double Enhanced Death Benefit" is only available for
Annuitants and Owners under age 81 at issue. The "Return of Premium Death
Benefit" is only available for Annuitants and Owners under age 85 at issue,
and must be used if either the Owner or the Annuitant is 81 or older at issue.
Prior versions of the Policy or Policies offered in certain states may not
offer all Guaranteed Minimum Death Benefit Options. Appendix B contains
information regarding the Death Benefit in prior versions of the Policy and
for Policies that may be issued in certain states. See the Policy or
endorsement for details. If you do not make a Guaranteed Minimum Death Benefit
Option election, the contract will be issued with the Return of Premium Death
Benefit. The Death Benefit may be paid as either a lump sum cash benefit or as
an annuity as permitted by federal or state law.

VARIATIONS IN POLICY PROVISIONS

Certain provisions in prior versions of the Policies sold before May 1,
1998, and of Policies offered in certain states may vary from the descriptions
in this Prospectus in order to comply with different state laws. Any such
state variations will be included in the Policy itself or in riders or
endorsements attached to the Policy. A summary of certain differences is
contained in Appendix B to this Prospectus. See the Policy or endorsement for
details.

New Jersey residents: Annuity payments must begin on or before the Policy
Anniversary that is closest to the Annuitant's 70th birthday or the 10th
Policy Anniversary, whichever occurs last. You may not select a Guaranteed
Period Option that would extend beyond that date. Your options at the Annuity
Commencement Date are to elect a lump sum payment, or elect to receive annuity
payments under one of the Fixed Payment Options. New Jersey residents cannot
elect Variable Payment Options. Consult your agent and the policy form itself
for details regarding these and other terms applicable to policies sold in New
Jersey.

FEDERAL INCOME TAX CONSEQUENCES OF INVESTMENT IN THE POLICY

With respect to Owners who are natural persons, there should be no federal
income tax on increases in the Policy Value until a distribution under the
Policy occurs (for example, a surrender, partial withdrawal, or Annuity
Payment) or is deemed to occur (for example, a pledge or assignment of a
Policy). Generally, a portion of any distribution or deemed distribution will
be taxable as ordinary income. The taxable portion of certain distributions
will be subject to withholding unless the recipient elects otherwise. In
addition, a 10% Federal penalty tax may apply to certain distributions or
deemed distributions under the Policy. (See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES," p. 58.)

- 22 -
<PAGE>

INQUIRIES, WRITTEN NOTICES AND WRITTEN REQUESTS

Any questions about procedures or the Policy, or any Written Notice or
Written Request required to be sent to PFL, should be sent to the
Administrative and Service Office, Financial Markets Division--Variable
Annuity Department, 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001.
Telephone requests and inquiries may be made by calling 800-525-6205. All
inquiries, Notices and Requests should include the Policy number, the Owner's
name and the Annuitant's name.

* * *

Note: The foregoing summary is qualified in its entirety by the more
detailed information in the remainder of this Prospectus, in the Statement of
Additional Information, in the prospectuses for the Underlying Funds of the
Mutual Fund Account, and in the Policy itself. Prospective purchasers should
refer to those sources before purchasing a Policy. This Prospectus generally
describes only the Policy, the Mutual Fund Account and the Target Account.
Separate prospectuses describe the Underlying Funds. (There is no prospectus
for the Fixed Account since interests in the Fixed Account are not securities.
See "THE ENDEAVOR ACCOUNTS--The Fixed Account," p. 33.)

- 23 -
<PAGE>

CONDENSED FINANCIAL INFORMATION

The Accumulation Unit Values and the number of Accumulation Units
outstanding for each Mutual Fund Subaccount from the date of inception are
shown in the following tables.

I. These figures reflect the 1.25% Mortality and Expense Risk Fee applicable
to the 5% Annually Compounding and the Double Enhanced Death Benefits.

<TABLE>
<CAPTION>
ACCUMULATION NUMBER OF
UNIT VALUE AT ACCUMULATION ACCUMULATION
BEGINNING OF UNIT VALUE AT UNITS AT END OF
YEAR END OF YEAR YEAR
------------- ------------- ---------------
<S> <C> <C> <C>
ENDEAVOR MONEY MARKET SUBACCOUNT
1997..............................
1996.............................. $ 1.11571 $ 1.15422 26,461,099.190
1995.............................. $ 1.07242 $ 1.11571 21,103,926.232
1994.............................. $ 1.05150 $ 1.07242 17,836,839.874
1993.............................. $ 1.04313 $ 1.05150 12,190,857.625
1992.............................. $ 1.02803 $ 1.04313 4,334,947.760
1991(/1/)......................... $ 1.00000 $ 1.02803 1,855,372.177
ENDEAVOR ASSET ALLOCATION
SUBACCOUNT
1997..............................
1996.............................. $1.577873 $1.833135 124,998,927.667
1995.............................. $1.301669 $1.577873 122,974,873.030
1994.............................. $1.393488 $1.301669 130,909,987.116
1993.............................. $1.209859 $1.393488 69,252,242.665
1992.............................. $1.125386 $1.209859 11,637,563.615
1991(/1/)......................... $1.000000 $1.125386 3,775,618.731
T. ROWE PRICE INTERNATIONAL STOCK
SUBACCOUNT
1997..............................
1996.............................. $1.171039 $1.330640 91,462,303.686
1995.............................. $1.073958 $1.171039 75,065,177.549
1994.............................. $1.156482 $1.073958 76,518,044.179
1993.............................. $0.989782 $1.156482 45,569,234.403
1992.............................. $1.041235 $0.989782 6,368,485.858
1991(/1/)......................... $1.000000 $1.041235 3,068,279.081
ENDEAVOR VALUE EQUITY SUBACCOUNT
1997..............................
1996.............................. $1.387903 $1.694854 65,227,195.342
1995.............................. $1.045610 $1.387903 46,194,663.692
1994.............................. $1.018576 $1.045610 30,512,231.489
1993(/2/)......................... $1.000000 $1.018576 10,958,836.984
</TABLE>

-24-
<PAGE>

<TABLE>
<CAPTION>
ACCUMULATION NUMBER OF
UNIT VALUE AT ACCUMULATION ACCUMULATION
BEGINNING OF UNIT VALUE AT UNITS AT END OF
YEAR END OF YEAR YEAR
------------- ------------- ---------------
<S> <C> <C> <C>
DREYFUS SMALL CAP VALUE SUBACCOUNT
1997..............................
1996.............................. $ 1.206843 $ 1.496065 51,124,831.634
1995.............................. $ 1.072941 $ 1.206843 40,635,696.978
1994.............................. $ 1.107747 $ 1.072941 32,607,348.474
1993(/3/)......................... $ 1.000000 $ 1.107747 11,449,956.948
DREYFUS U.S. GOVERNMENT SECURITIES
SUBACCOUNT
1997..............................
1996.............................. $ 1.124292 $ 1.12769 17,561,825.527
1995.............................. $ 0.985803 $ 1.124292 8,456,764.729
1994(/4/)......................... $ 0.998670 $ 0.985803 3,102,671.789
T. ROWE PRICE EQUITY INCOME
SUBACCOUNT
1997..............................
1996.............................. $ 1.287240 $ 1.521680 42,673,040.677
1995(/5/)......................... $ 1.000000 $ 1.287240 14,943,358.393
T. ROWE PRICE GROWTH STOCK
SUBACCOUNT
1997..............................
1996.............................. $ 1.353339 $ 1.611613 30,237,847.748
1995(/5/)......................... $ 1.000000 $ 1.353339 14,196,707.745
ENDEAVOR OPPORTUNITY VALUE
SUBACCOUNT
1997..............................
1996(/6/)......................... $ 1.000000 $ 1.004355 314,119.406
ENDEAVOR ENHANCED INDEX SUBACCOUNT
1997(/7/).........................
WRL GROWTH SUBACCOUNT
1997..............................
1996.............................. $14.583843 $16.964068 15,174,482.394
1995.............................. $10.051117 $14.583843 13,337,196.679
1994.............................. $11.114865 $10.051117 12,758,957.591
1993.............................. $10.839753 $11.114865 9,252,403.800
1992(/8/)......................... $10.000000 $10.839753 1,119,066.376
</TABLE>

-25-
<PAGE>

II. These figures reflect the 1.10% Mortality and Expense Risk Fee
applicable to the Return of Premium Death Benefit.

<TABLE>
<CAPTION>
ACCUMULATION NUMBER OF
UNIT VALUE AT ACCUMULATION ACCUMULATION
BEGINNING OF UNIT VALUE AT UNITS AT END OF
YEAR END OF YEAR YEAR
------------- ------------- ---------------
<S> <C> <C> <C>
ENDEAVOR MONEY MARKET SUBACCOUNT
1997..............................
ENDEAVOR ASSET ALLOCATION
SUBACCOUNT
1997..............................
T. ROWE PRICE INTERNATIONAL STOCK
SUBACCOUNT
1997..............................
ENDEAVOR VALUE EQUITY SUBACCOUNT
1997..............................
DREYFUS SMALL CAP VALUE SUBACCOUNT
1997..............................
DREYFUS U.S. GOVERNMENT SECURITIES
SUBACCOUNT
1997..............................
T. ROWE PRICE EQUITY INCOME
SUBACCOUNT
1997..............................
T. ROWE PRICE GROWTH STOCK
SUBACCOUNT
1997..............................
ENDEAVOR OPPORTUNITY VALUE
SUBACCOUNT
1997..............................
ENDEAVOR ENHANCED INDEX SUBACCOUNT
1997(/7/).........................
WRL GROWTH SUBACCOUNT
1997..............................
</TABLE>
- ----------------------------------
(/1/)Period from April 8, 1991 through December 31, 1991.
(/2/)Period from May 27, 1993 through December 31, 1993.
(/3/)Period from May 4, 1993 through December 31, 1993.
(/4/)Period from May 9, 1994 through December 31, 1994.
(/5/)Period from January 3, 1995 through December 31, 1995.
(/6/)Period from November 18, 1996, through December 31, 1996.
(/7/)Period from May 1, 1997 through December 31, 1997.
(/8/)Period from July 1, 1992 through December 31, 1992.

The Endeavor Select 50 Subaccount, the Endeavor High Yield Subaccount and
the Target Subaccounts had not commenced operations as of December 31, 1997.
Accordingly, no comparable data is available for those Subaccounts.

-26-
<PAGE>

FINANCIAL STATEMENTS

The financial statements of the Mutual Fund Account and PFL and the
independent auditors' reports thereon are in the Statement of Additional
Information which is available free upon request to the Administrative and
Service Office. There are no financial statements for the Target Account
because the Target Account had not commenced operations as of the date of this
Prospectus.

-27-
<PAGE>

PART II

INTRODUCTION. The following information in Part II describes the Policy in
detail and gives a very brief description of the investment options which are
described in detail in Part III (the Target Account) or in separate
prospectuses (the Mutual Fund Account). The Mutual Fund Account invests in
mutual fund portfolios. The Target Account invests directly in securities.

PFL LIFE INSURANCE COMPANY

PFL Life Insurance Company ("PFL"), 4333 Edgewood Road, N.E., Cedar Rapids,
Iowa 52499-0001, is a stock life insurance company. It was incorporated under
the name NN Investors Life Insurance Company, Inc. under the laws of the State
of Iowa on April 19, 1961. It is principally engaged in the sale of life
insurance and annuity policies, and is licensed in the District of Columbia,
Guam, and in all states except New York. As of December 31, 1997, PFL had
assets of approximately $8.7 billion. PFL is a wholly-owned indirect
subsidiary of AEGON USA, Inc., which conducts substantially all of its
operations through subsidiary companies engaged in the insurance business or
in providing non-insurance financial services. All of the stock of AEGON USA,
Inc. is indirectly owned by AEGON n.v. of the Netherlands. AEGON n.v., a
holding company, conducts its business through subsidiary companies engaged
primarily in the insurance business.

THE ENDEAVOR ACCOUNTS

Premium Payments made under a Policy may be allocated to the Mutual Fund
Account, to the Target Account, to the Fixed Account, or to a combination of
these Accounts.

The PFL Endeavor Variable Annuity Account comprises a portion of the PFL
Endeavor VA Separate Account of PFL Life Insurance Company. The PFL Endeavor
VA Separate Account was established as a separate investment account under the
laws of the State of Iowa on January 19, 1990.

THE MUTUAL FUND ACCOUNT

The Mutual Fund Account is registered with the Securities and Exchange
Commission (the "SEC") under the Investment Company Act of 1940, as amended,
(the "1940 Act ") as a unit investment trust and meets the definition of a
separate account under federal securities laws. However, the SEC does not
supervise the management or the investment practices or policies of the Mutual
Fund Account or PFL.

The Mutual Fund Account receives and invests the Premium Payments under the
Policies that are allocated to it for investment in shares of certain
management investment companies. The shares available to be allocated

-28-
<PAGE>

under the Policy are those of the WRL Growth Portfolio and designated
portfolios of the Endeavor Series Trust.

The Mutual Fund Account currently has dedicated thirteen Subaccounts to the
Policy. Additional Subaccounts may be established in the future at the
discretion of PFL. The Mutual Fund Account may also include other subaccounts
which are not available under the policy. Each Subaccount invests exclusively
in shares of one of the Portfolios of the Underlying Funds. Under Iowa law,
the assets of the Mutual Fund Account are owned by PFL, but they are held
separately from the other assets of PFL. To the extent that these assets are
attributable to the Cash Value of the Policies, these assets are not
chargeable with liabilities incurred in any other business operation of PFL.
Income, gains, and losses incurred on the assets in the Subaccounts of the
Mutual Fund Account, whether or not realized, are credited to or charged
against that Subaccount without regard to other income, gains or losses of any
other Account or Subaccount of PFL. Therefore, the investment performance of
any Subaccount is entirely independent of the investment performance of PFL's
general account assets or any other Account or Subaccount maintained by PFL.

The Underlying Funds. The Mutual Fund Account will invest in shares of
Endeavor Series Trust and the Growth Portfolio of the WRL Series Fund, Inc.
(collectively the "Underlying Funds"). The WRL Series Fund, Inc., and the
Endeavor Series Trust are each a series-type mutual fund registered with the
SEC under the 1940 Act as an open-end, diversified management investment
company. The registration of the Underlying Funds does not involve supervision
of the management or investment practices or policies of the Underlying Funds
by the SEC.

The following Portfolios are currently available in the Mutual Fund Account
under the Policies:

The assets of each Portfolio are held separate from the assets of the other
Portfolios, and each Portfolio has its own distinct investment objectives and
policies. Each Portfolio operates as a separate investment fund, and the
income or losses of one Portfolio generally have no effect on the investment
performance of any other Portfolio.

Endeavor Investment Advisers (the "Manager"), an investment adviser
registered with the SEC under the Investment Advisers Act of 1940, is the

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<PAGE>

Endeavor Series Trust's manager. The Manager selects and contracts with
advisers for investment services for the Portfolios of the Endeavor Series
Trust, reviews the advisers' activities, and otherwise performs administerial
and managerial functions for the Endeavor Series Trust. The following seven
advisers each perform investment advisory services for particular Portfolios
of Endeavor Series Trust, (the "Advisers"):

Morgan Stanley Asset Management Inc.
(a subsidiary of Morgan Stanley, Dean Witter, Discover & Co.)
T. Rowe Price Associates, Inc.
Rowe Price-Fleming International, Inc.
(a joint venture between T. Rowe Price Associates, Inc. and Robert Fleming
Holdings Limited)
OpCap Advisors
(an affiliate of PIMCO Advisers, L.P.)
J.P. Morgan Investment Management Inc.
(a wholly owned subsidiary of J.P. Morgan and Co. Incorporated)
The Dreyfus Corporation
(a wholly-owned subsidiary of Mellon Bank, N.A.)
Montgomery Asset Management, LLC
(a wholly-owned subsidiary of Commerzbank AG)

Morgan Stanley Asset Management Inc. is the Adviser for the Endeavor Asset
Allocation Portfolio and the Endeavor Money Market Portfolio. is the
Adviser for the Endeavor High Yield Portfolio. Prior to May 1, 1998, TCW Funds
Management, Inc. was the Adviser to the Endeavor Asset Allocation Portfolio
and the Endeavor Money Market Portfolio. T. Rowe Price Associates, Inc. is the
Adviser for the T. Rowe Price Equity Income Portfolio and the T. Rowe Price
Growth Stock Portfolio. Rowe Price-Fleming International, Inc. is the Adviser
for the T. Rowe Price International Stock Portfolio. OpCap Advisors is the
Adviser for the Endeavor Value Equity Portfolio and the Endeavor Opportunity
Value Portfolio. J.P. Morgan Investment Management Inc. is the Adviser for the
Endeavor Enhanced Index Portfolio. The Dreyfus Corporation is the Adviser for
the Dreyfus U.S. Government Securities Portfolio and the Dreyfus Small Cap
Value Portfolio. Montgomery Asset Management, LLC is the Adviser for the
Endeavor Select 50 Portfolio.

WRL Investment Management, Inc., a subsidiary of Western Reserve Life
Assurance Co. of Ohio (an affiliate of PFL), is the Adviser for the WRL Series
Fund, Inc. and contracts with Janus Capital Corporation (also an "Adviser") as
the sub-adviser to the WRL Growth Portfolio.

The Adviser of a Portfolio is responsible for selecting the investments of
the Portfolio consistent with the investment objectives and policies of the
Portfolio, and will conduct securities trading for the Portfolio. All Advisers
are investment advisers registered with the SEC under the Investment Advisers
Act of 1940. The investment objectives of each Portfolio are summarized as
follows:

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<PAGE>

Endeavor Money Market Portfolio (formerly, TCW Money Market Portfolio) seeks
current income, preservation of capital and maintenance of liquidity through
investment in short-term money market securities. The Portfolio seeks to
maintain a constant net asset value of $1.00 per share although no assurances
can be given that such constant net asset value will be maintained.

Endeavor Asset Allocation Portfolio (formerly, TCW Managed Asset Allocation
Portfolio) seeks high total return through a managed asset allocation
portfolio of equity, fixed income and money market securities.

T. Rowe Price International Stock Portfolio seeks long-term growth of
capital through investments primarily in common stocks of established non-U.S.
companies.

Endeavor Value Equity Portfolio (formerly, Value Equity Portfolio) seeks
long-term capital appreciation through investment in securities (primarily
equity securities) of companies that are believed by the Portfolio's Adviser
to be undervalued in the marketplace in relation to factors such as the
companies' assets or earnings.

Dreyfus Small Cap Value Portfolio seeks capital appreciation through
investments in a diversified portfolio consisting primarily of equity
securities of companies with a median capitalization of approximately $750
million, provided that under normal market conditions at least 75% of the
Portfolio's investments will be in equity securities of companies with
capitalizations at the time of purchase between $150 million and $1.5 billion.

Dreyfus U.S. Government Securities Portfolio seeks as high a level of total
return as is consistent with prudent investment strategies by investing under
normal conditions at least 65% of its assets in debt obligations and
mortgaged-backed securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities.

T. Rowe Price Equity Income Portfolio seeks to provide substantial dividend
income and also capital appreciation by investing primarily in dividend paying
stocks of established companies.

T. Rowe Price Growth Stock Portfolio seeks long-term growth of capital and
to increase dividend income through investment primarily in common stocks of
well established growth companies.

Endeavor Opportunity Value Portfolio (formerly, Opportunity Value Portfolio)
seeks growth of capital over time through investment in a portfolio consisting
of common stocks, bonds and cash equivalents, the percentages of which will
vary based upon the Portfolio Adviser's assessment of relative values.

Endeavor Enhanced Index Portfolio (formerly, Enhanced Index Portfolio) seeks
to earn a total return modestly in excess of the total return performance of
the S&P 500 Composite Stock Index (the "S&P 500 Index") while maintaining a
volatility of return similar to the S&P 500 Index.

-31-
<PAGE>

Endeavor Select 50 Portfolio (formerly, Select 50 Portfolio) seeks capital
appreciation by investing at least 65% of its total assets in at least 50
different equity securities of companies of all sizes throughout the world.
Each of five teams from different investment management disciplines of the
Portfolio's Adviser selects ten equity securities based on the potential for
capital appreciation.

Endeavor High Yield Portfolio seeks to maximize total return by investing in
a diversified portfolio of high yield fixed income securities that offer a
yield above that generally available on debt securities in the four highest
rating categories of the recognized rating services.

WRL Growth Portfolio (Janus) seeks growth of capital. At most times this
Portfolio will be invested primarily in equity securities which are selected
solely for their capital growth potential; investment income is not a
consideration.

PFL may from time to time receive revenue or fees from the underlying funds
or their advisers or sub-advisers. The amount of the fees, if any, may be
based on the amount of assets that PFL or the Mutual Fund Account invests in
the underlying funds.

THE TARGET ACCOUNT

The Target Account is registered with the SEC under the 1940 Act as an open-
end management investment company and meets the definition of a separate
account under federal securities laws. However, the SEC does not supervise the
management or the investment practices of policies of the Target Account. The
Target Account is a managed separate account and currently is divided into two
Subaccounts, the DJIA Target 10 Subaccount and the DJIA Target 5 Subaccount,
both of which are non-diversified. Endeavor Investment Advisers is the Target
Account's manager, and First Trust Advisers, L.P. is the Target Account's
adviser.

The Target Subaccounts. The following two subaccounts are currently
available under the Target Account:

The DJIA Target 10 Subaccount will invest in the common stock of the ten
companies in the DJIA that have the highest dividend yield as of a
specified business day and hold those stocks for a 12-month period.

The DJIA Target 5 Subaccount will invest in the five companies with the
lowest per share stock price of the ten companies in the DJIA that have
the highest dividend yield as of a specified business day and hold those
stocks for a 12-month period.

The objective of each Target Subaccount is to provide an above-average total
return through a combination of dividend income and capital

-32-
<PAGE>

appreciation. Each Target Subaccount may have different investment portfolios
running simultaneously for different 12-month periods.

* * *

THERE IS NO ASSURANCE THAT ANY MUTUAL FUND ACCOUNT PORTFOLIO OR TARGET
SUBACCOUNT WILL ACHIEVE ITS STATED OBJECTIVE. MORE DETAILED INFORMATION,
INCLUDING A DESCRIPTION OF EACH PORTFOLIO'S INVESTMENT OBJECTIVE AND POLICIES
AND A DESCRIPTION OF RISKS INVOLVED IN INVESTING IN EACH OF THE PORTFOLIOS AND
OF EACH PORTFOLIO'S FEES AND EXPENSES IS CONTAINED IN THE PROSPECTUSES FOR THE
UNDERLYING FUNDS, CURRENT COPIES OF WHICH ARE ATTACHED TO THIS PROSPECTUS.
MORE DETAILED INFORMATION REGARDING THE TARGET SUBACCOUNTS IS CONTAINED IN
PART III OF THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION.
INFORMATION CONTAINED IN THE UNDERLYING FUNDS' PROSPECTUSES AND THE STATEMENT
OF ADDITIONAL INFORMATION SHOULD BE READ CAREFULLY BEFORE INVESTING IN A
MUTUAL FUND OR TARGET SUBACCOUNT.

An investment in the Mutual Fund Account, the Target Account, or in any
Portfolio, including the Endeavor Money Market Portfolio and the Dreyfus U.S.
Government Securities Portfolio, is not insured or guaranteed by the U.S.
government or any government agency.

THE FIXED ACCOUNT

This Prospectus is generally intended to serve as a disclosure document only
for the Policy, the Mutual Fund Account and the Target Account. In addition,
some policy forms do not contain a Fixed Account. For complete details
regarding any applicable Fixed Account, see the Policy itself.

Premium Payments allocated and amounts transferred to the Fixed Account
become part of the general account of PFL, which supports insurance and
annuity obligations. Interests in the general account have not been registered
under the Securities Act of 1933 (the "1933 Act"), nor is the general account
registered as an investment company under the 1940 Act. Accordingly, neither
the general account nor any interests therein are generally subject to the
provisions of the 1933 or 1940 Acts and PFL has been advised that the staff of
the SEC has not reviewed the disclosures in this Prospectus which relate to
the Fixed Account.

The Fixed Account comprises a part of all the general assets of PFL, other
than those in the Mutual Fund Account, the Target Account or in any other
segregated asset account. The Owner may allocate Premium Payments to the Fixed
Account at the time of Premium Payment or by subsequent transfers from the
Mutual Fund Account and the Target Account. Instead of the Owner bearing the
investment risk, as is the case for Policy Value in the

-33-
<PAGE>

Mutual Fund Account and the Target Account, PFL bears the full investment risk
for all Policy Value in the Fixed Account. PFL has sole discretion to invest
the assets of its general account, including the Fixed Account, subject to
applicable law. All guaranteed rates or benefits provided by PFL are subject
to PFL's claims-paying ability.

Premium Payments applied to and any amounts transferred to the Fixed Account
will reflect a fixed interest rate. The interest rates PFL sets will be
credited for increments of at least one year measured from each premium
payment or transfer date. These rates will never be less than an effective
annual interest rate of 3%. Upon Surrender of the Policy, the Owner will
receive at least the Premium Payments applied to, less prior partial
withdrawals and transfers from, the Fixed Account.

Guaranteed Periods. PFL may offer optional guaranteed interest rate periods
("Guaranteed Period Options" or "GPOs") into which Premium Payments may be
paid or amounts transferred. For example, PFL may, from time to time, offer
Guaranteed Period Options for periods of 1, 3, 5, or 7 years. The current
interest rate PFL sets for funds entering each Guaranteed Period Option will
apply to those funds until the end of that Guaranteed Period. At the end of
the Guaranteed Period, the Premium Payment or amount transferred into the
Guaranteed Period Option less any Gross Partial Withdrawals or transfers from
that Guaranteed Period Option, plus accrued interest, will be rolled into a
new Guaranteed Period Option.

The Owner may choose the Guaranteed Period Option in which the funds are to
be placed by giving PFL notice within 30 days before the end of the expiring
Guaranteed Period. In the absence of such election, the new Guaranteed Period
will be the same as the expiring one. If that Guaranteed Period Option is no
longer offered by PFL, the next shorter Guaranteed Period Option then being
offered will be used. PFL reserves the right, for new Premium Payments,
transfers, or rollovers, to offer or not to offer any Guaranteed Period
Option. PFL will, however, always offer at least a one-year Guaranteed Period
Option.

Surrenders, partial withdrawals, transfers, and amounts applied to a Payment
Option from a Guaranteed Period Option prior to the end of the Guaranteed
Period may be subject to an Excess Interest Adjustment. An Excess Interest
Adjustment may result in a loss of interest credited, but the Owner's Fixed
Account Policy Values will always be credited with an effective annual
interest rate of at least 3%. Surrender charges, if any, are applied after the
Excess Interest Adjustment. However, upon full surrender the Owner is
guaranteed return of Premium Payments to the Fixed Account, less partial
withdrawals and transfers from the Fixed Account. (See "DISTRIBUTIONS UNDER
THE POLICY--Excess Interest Adjustment," p. 45.)

For purposes of crediting interest, the oldest Premium Payment or transfer
into a Guaranteed Period Option within the Fixed Account, plus interest
allocable to that Premium Payment or transfer, is considered to be

-34-
<PAGE>

withdrawn or transferred out first; the next oldest Premium Payment plus
interest is considered to be transferred out next, and so on (this is a
"first-in, first-out" procedure).

Dollar Cost Averaging Fixed Account Option. PFL may offer a Dollar Cost
Averaging Fixed Account Option separate from the Guaranteed Period Option(s).
This option will have a one-year interest rate guarantee and will only be
available under a Dollar Cost Averaging (DCA) program. PFL may assess an
interest penalty on amounts in the DCA account if conditions established for a
particular DCA program are not met. The current interest rate PFL credits for
the DCA Fixed Account may differ from the rates credited on other Guaranteed
Period Option(s) in the Fixed Account. In addition, the current interest rate
may vary on different portions of the DCA Fixed Account.

Prior to the Annuity Commencement Date, you can instruct PFL to make
automatic transfers from the Dollar Cost Averaging Fixed Account to one or
more subaccounts of the Mutual Fund Account and the Target Account. Transfers
must be scheduled for at least six but not more than 24 months, or for at
least four, but not more than eight quarters. Transfers will continue until
the elected Subaccount or DCA Fixed Account value is depleted. The amount
transferred each time must be at least $500. All transfers from the DCA
account will be the same amount as the initial transfer unless subsequently
changed. Changes to the amount transferred will only be allowed after the
minimums discussed above are satisfied or when additional premium is allocated
or a new amount is transferred into the DCA account. If the amount transferred
is changed, the minimums discussed above must be met again (that is, transfers
must be scheduled for at least six more but not more than 24 months, or for at
least four more, but not more than eight quarters). Changes can be made to the
Subaccounts to which these transfers are allocated. Dollar Cost Averaging
transfers from the Dollar Cost Averaging Fixed Account will not be subject to
an Excess Interest Adjustment. (See "Dollar Cost Averaging," p. 38.)

Current Interest Rates. PFL periodically will establish an applicable
Current Interest Rate for each of the Guaranteed Period Options within the
Fixed Account, and the Dollar Cost Averaging Fixed Account Option. Current
Interest Rates may be changed by PFL frequently or infrequently depending on
interest rates on investments available to PFL and other factors as described
below, but once established, the rate will be guaranteed for the entire
duration of the Guaranteed Period. Each Guaranteed Period will have a duration
of at least one year. However, except for limited situations, any amount
withdrawn or transferred will be subject to an Excess Interest Adjustment,
except at the end of the Guaranteed Period. (See "Excess Interest Adjustment,"
p. 45.)

The Current Interest Rate will not be less than 3% per year, regardless of
any application of the Excess Interest Adjustment. PFL has no specific

-35-
<PAGE>

formula for determining the rate of interest that it will declare as a Current
Interest Rate, as this rate will be reflective of interest rates available on
the types of debt instruments in which PFL intends to invest amounts allocated
to the Fixed Account. In addition, PFL's management may consider other factors
in determining Current Interest Rates for a particular Guaranteed Period
including but not limited to: regulatory and tax requirements; sales
commissions and administrative expenses borne by the Company; general economic
trends; and competitive factors. There is no obligation to declare a rate in
excess of 3%; you assume the risk that declared rates will not exceed 3%. PFL
has complete discretion to declare any rate of at least 3%, regardless of
market interest rates, the amounts earned by PFL on its investments, or any
other factors.

PFL'S MANAGEMENT HAS COMPLETE AND SOLE DISCRETION TO DETERMINE THE CURRENT
INTEREST RATES. PFL CANNOT PREDICT OR GUARANTEE THE LEVEL OF FUTURE CURRENT
INTEREST RATES, EXCEPT THAT PFL GUARANTEES THAT FUTURE CURRENT EFFECTIVE
INTEREST RATES WILL NOT BE BELOW 3% PER YEAR.

TRANSFERS

You can transfer Policy Values or an amount equal to the interest credited
from one Investment Option to another within certain limits. Transfers (from
the Guaranteed Period Option(s) of the Fixed Account) of an amount up to the
interest credited (that is, "interest transfers") are not subject to an Excess
Interest Adjustment, but may affect the interest crediting rates on the
remaining funds in the Guaranteed Period Option.

Subject to the limitations and restrictions described below, transfers from
an Investment Option may be made, up to thirty days prior to the Annuity
Commencement Date, by sending Written Notice, signed by you, to the
Administrative and Service Office. Each Interest Transfer will be subject to a
minimum amount of $50. For transfers other than Interest Transfers, the
minimum amount which may be transferred is the lesser of $500 or the entire
Subaccount or Guaranteed Period Option Value. If the Subaccount or Guaranteed
Period Option Value remaining after a transfer is less than $500, PFL reserves
the right, at its discretion, either to deny the transfer request or to
include that amount as part of the transfer.

If the Excess Interest Adjustment (at the time of a transfer request) from
any Guaranteed Period Option is a negative adjustment, then the maximum amount
of Policy Value that can be transferred is 25% of that Guaranteed Period
Option's Policy Value, less amounts previously transferred out of that
Guaranteed Period Option during the current Policy Year. No maximum will apply
to amounts transferred from any Guaranteed Period Option if the Excess
Interest Adjustment is a positive adjustment at the time of transfer. You must
notify PFL within 30 days prior to the end of any expiring Guaranteed Period
Option to instruct PFL regarding any transfers to be performed at that time.

-36-
<PAGE>

Transfers prior to the Annuity Commencement Date currently may be made
without charge as often as you wish, subject to the minimum amount specified
above. PFL reserves the right to limit these transfers to no more than 12 per
Policy Year in the future, or to charge up to $10 for any transfer in excess
of 12 per Policy Year.

You may transfer an amount up to the interest credited in any of the
Guaranteed Period Option(s) to any Investment Option prior to the end of the
Guaranteed Period. No Excess Interest Adjustment will apply to such "Interest
Transfers." Interest Transfers may affect the interest crediting rates on the
remaining funds in the Guaranteed Period Option. This is because Interest
Transfers may have the effect of reducing or eliminating principal amounts in
the Guaranteed Period Options since, for purposes of crediting interest, PFL
considers the oldest Premium Payment or transfer into the Guaranteed Period
Option, plus interest allocable to that particular Premium Payment or
transfer, to be withdrawn first.

Transfers out of the Dollar Cost Averaging Fixed Account, except through an
automatic Dollar Cost Averaging program, are not allowed.

After the Annuity Commencement Date, transfers out of the Fixed Account are
not permitted, and transfers between Subaccounts or from Subaccounts to the
Fixed Account may be limited to once per Policy Year. (See "DISTRIBUTIONS
UNDER THE POLICY--Annuity Payment Options," p. 48.)

Transfers may be made by telephone, subject to the provisions described
below under "Telephone Transactions."

REINSTATEMENTS

Requests are occasionally received by PFL to reinstate funds which had been
transferred to another company via a Section 1035 exchange or trustee to
trustee transfer. In this situation PFL will require you to replace the same
total amount of money in the applicable Subaccounts and/or Fixed Accounts was
taken from them to effect the Exchange. The total dollar amount of funds
reapplied to the Mutual Fund Account or the Target Account will be used to
purchase a number of units available for each Subaccount based on the unit
prices at the date of Reinstatement (within two days of the date the funds are
received by PFL). It should be noted that the number of units available on the
Reinstatement date may be more or less than the number surrendered for the
Exchange. Amounts reapplied to the Fixed Account will receive the interest
rate they would otherwise have received, had they not been withdrawn. However,
an adjustment will be made to the amount reapplied to compensate PFL for the
additional interest credited during the period of time between the withdrawal
and the reapplication of the funds. You should consult a qualified tax adviser
concerning the tax consequences of any Section 1035 exchanges or
reinstatements.

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TELEPHONE TRANSACTIONS

You (or your designated account executive) may make transfers and/or change
the allocation of subsequent Premium Payments by telephone. Telephone
transfers are only allowed if the "Telephone Transfer/Reallocation
Authorization" box in the Policy application, if any, has been checked or you
have subsequently authorized telephone transfers in writing on a form provided
to PFL. PFL and/or the Administrative and Service Office will not be liable
for following instructions communicated by telephone that it reasonably
believes to be genuine. PFL will employ reasonable procedures, however, to
confirm that instructions communicated by telephone are genuine. If PFL fails
to do so, certain Government regulators believe it may be liable for any
losses due to unauthorized or fraudulent instructions. All telephone requests
will be recorded on voice recorder equipment for your protection. When making
telephone requests, you may be required to provide your social security number
and/or other information for identification purposes.

Telephone requests must be received at the Administrative and Service Office
while the New York Stock Exchange is open in order to assure same day pricing
of the transaction.

At its discretion, PFL may discontinue the telephone transaction privilege
at any time as to some or all Owners, and PFL may require written confirmation
of any transaction request.

DOLLAR COST AVERAGING (DCA)

Under the Dollar Cost Averaging program, prior to the Annuity Commencement
Date, you can instruct PFL to automatically transfer a specified dollar amount
from the Dollar Cost Averaging Fixed Account Option, the Endeavor Money Market
Subaccount or the Dreyfus U.S. Government Securities Subaccount to any other
Subaccount or Subaccounts of the Mutual Fund Account and the Target Account.
The automatic transfers can occur monthly or quarterly and will occur on the
28th day of the month. If the Dollar Cost Averaging request is received prior
to the 28th day of any month, the first transfer will occur on the 28th day of
that month. If the Dollar Cost Averaging request is received on or after the
28th day of any month, the first transfer will occur on the 28th day of the
following month. The amount transferred each time must be at least $500. A
minimum of six monthly or four quarterly transfers are required on all DCA
programs, and a maximum of 24 monthly or eight quarterly transfers are allowed
from the DCA Fixed Account. The Company may establish additional requirements
for particular DCA programs.

All transfers from the DCA account will be the same amount as the initial
transfer unless subsequently changed. Changes to the amount transferred will
only be allowed after the minimums discussed above are satisfied or when
additional premium is allocated or a new amount is transferred into the DCA
account. If the amount transferred is changed, the minimums discussed above
must be met again (that is, transfers must be

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scheduled for at least six more but not more than 24 months, or for at least
four more, but not more than eight quarters).

Dollar Cost Averaging results in the purchase of more units when the Unit
Value is low, and fewer units when the Unit Value is high. However, there is
no guarantee that the Dollar Cost Averaging program will result in higher
Policy Values or will otherwise be successful. Dollar Cost Averaging requires
regular investment regardless of fluctuating prices and does not guarantee
profits nor prevent losses in a declining market. Before electing this option,
individuals should consider their financial ability to continue transfers
through periods of both high and low price levels.

You may request Dollar Cost Averaging when purchasing the Policy or at a
later date. The program will terminate when the amount in the Dollar Cost
Averaging Fixed Account, the Endeavor Money Market Subaccount or the Dreyfus
U.S. Government Securities Subaccount is insufficient for the next transfer,
at which time the entire remaining balance is transferred.

You may discontinue the program at any time after satisfying the minimum
number of required transfers by sending a Written Notice to the Administrative
and Service Office. The minimum number of transfers (6 monthly or 4 quarterly)
requirement must be satisfied each time the Dollar Cost Averaging program is
restarted following termination of the program for any reason. There is no
charge for participation in the Dollar Cost Averaging program.

ASSET REBALANCING

Prior to the Annuity Commencement Date you may instruct PFL to automatically
transfer amounts among the Subaccounts of the Mutual Fund Account and the
Target Account on a regular basis to maintain a desired allocation of the
Policy Value among the various Subaccounts offered. Rebalancing will occur on
a monthly, quarterly, semi-annual, or annual basis, beginning on a date you
select. If no date is selected, the account will be rebalanced on the day of
the month the Policy was effective. You must select the percentage of the
Policy Value desired in each of the various Subaccounts offered (totaling
100%). Any amounts in the Fixed Account are ignored for purposes of asset
rebalancing. Rebalancing may be started, stopped, or changed at any time,
except that rebalancing will not be available when:

(1) Automatic Dollar Cost Averaging transfers are being made; or

(2) any other transfer is requested.

There is no charge for participation in the asset rebalancing program.

PUBLISHED RATINGS

PFL may from time to time publish in advertisements, sales literature and
reports to Owners, the ratings and other information assigned to it by one or
more independent rating organizations such as A.M. Best Company,

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<PAGE>

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

THE POLICY

The Endeavor Variable Annuity Policy is a Flexible Premium Variable Annuity
Policy. The rights and benefits under the Policy are summarized below;
however, the description of the Policy contained in this Prospectus is
qualified in its entirety by reference to the Policy itself, a copy of which
is available upon request from PFL. The Policy may be purchased on a non-tax
qualified basis ("Nonqualified Policy"). The Policy may also be purchased and
used in connection with retirement plans or individual retirement accounts
that qualify for favorable federal income tax treatment ("Qualified Policy").

POLICY APPLICATION AND ISSUANCE OF POLICIES--PREMIUM PAYMENTS

Before it will issue a Policy, PFL must receive a completed Policy
application, or any information provided in lieu thereof, or transmittal form
and a minimum initial Premium Payment of $5,000 for a Nonqualified Policy, or
$1,000 for a Qualified Policy. There is no minimum initial Premium Payment
required for tax deferred 403(b) annuity purchases; Any amount you select in
such case, up to the maximum total Premium Payment allowed by PFL, may be used
to start a Policy. The initial Premium Payment for tax deferred 403(b)
purchases must be received within 90 days following the Policy Date, otherwise
the Policy will be canceled. The initial Premium Payment is the only Premium
Payment required to be paid under a Policy. A Policy ordinarily will be issued
only in respect of Annuitants and Owners Age 0 through 84. Acceptance or
declination of an application, transmittal form, or other information provided
in lieu thereof, shall be based on PFL's underwriting standards, and PFL
reserves the right to reject any application, or any information provided in
lieu thereof, or Premium Payment based on those underwriting standards.

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<PAGE>

If the application, transmittal form or other information can be accepted in
the form received, the initial Premium Payment will be credited to the Policy
Value within two Business Days after the later of receipt of the information
needed to issue the Policy or receipt of the initial Premium Payment. If the
initial Premium Payment cannot be credited because the application,
transmittal form, or other information, or other issuing requirements are
incomplete, the applicant will be contacted within five Business Days and
given an explanation for the delay and the initial Premium Payment will be
returned at that time unless the applicant consents to PFL's retaining the
initial Premium Payment and crediting it as soon as the necessary requirements
are fulfilled.

The date on which the initial Premium Payment is credited to the Policy
Value is the Policy Date. The Policy Date is the date used to determine Policy
Years and Policy Anniversaries.

All checks or drafts for Premium Payments should be made payable to PFL Life
Insurance Company and sent to the Administrative and Service Office. The Death
Benefit will not take effect until the Premium Payment is received and any
check or draft for the Premium Payment is honored.

Additional Premium Payments. While the Annuitant is living and prior to the
Annuity Commencement Date, you may make Additional Premium Payments at any
time, and in any frequency. The minimum Additional Premium Payment under both
a Nonqualified Policy and a Qualified Policy is $50. Additional Premium
Payments will be credited to the Policy and added to the Policy Value as of
the Business Day when the premium and required information are received.

Maximum Total Premium Payments. The maximum total Premium Payments allowed
without prior approval of PFL is $1,000,000.

Allocation of Premium Payments. You must allocate Premium Payments to one or
more of the Investment Options. You must specify the initial allocation in the
Policy application or transmittal form. This allocation will be used for
Additional Premium Payments unless you request a change of allocation. All
allocations must be made in whole percentages and must total 100%. If Premium
Payments are allocated to the Dollar Cost Averaging Fixed Account, directions
regarding the Subaccount(s) to which transfers are to be made must be
specified on the Application or other proper Written Request. If you fail to
specify how Premium Payments are to be allocated, the Premium Payment(s)
cannot be accepted.

You may change the allocation instructions for future additional Premium
Payments by sending Written Notice, signed by you, to PFL's Administrative and
Service Office, or by telephone (subject to the provisions described under
"Telephone Transactions," p. 38.) The allocation change will apply to Premium
Payments received after the date the Written Notice or telephone request is
received.

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<PAGE>

Payment Not Honored by Bank. Any payment due under the Policy which is
derived, all or in part, from any amount paid to PFL by check or draft may be
postponed until such time as PFL determines that such instrument has been
honored.

POLICY VALUE

On the Policy Date, the Policy Value equals the initial Premium Payment.
Thereafter, the Policy Value equals the sum of the values in the Mutual Fund
Account, the Target Account and the Fixed Account. The Policy Value will
increase by (1) any additional Premium Payments received by PFL; (2) any
increases in the Policy Value due to investment results of the selected
Subaccount(s); (3) any positive Excess Interest Adjustments on transfers; and
(4) interest credited in the Fixed Account. The Policy Value will decrease by
(1) Gross Partial Withdrawals; (2) any decreases in the Policy Value due to
investment results of the selected Subaccounts; (3) the charges and deductions
imposed by PFL; (4) any negative Excess Interest Adjustments on transfers; and
(5) premium taxes, if any.

The Policy Value is expected to change from Valuation Period to Valuation
Period, reflecting the investment experience of the selected Subaccount(s), as
well as the deductions and charges. A Valuation Period is the period between
successive Business Days. It begins at the close of business on each Business
Day and ends at the close of business on the next succeeding Business Day. A
Business Day is each day that both the New York Stock Exchange is open for
business. Holidays are generally not Business Days.

When a Premium Payment is allocated or an amount is transferred to a
Subaccount of the Mutual Fund Account or the Target Account, it is credited to
the Policy Value in the form of Accumulation Units. Each Subaccount of the
Mutual Fund Account or the Target Account has a distinct Accumulation Unit
value (the "Unit Value"). The number of units credited is determined by
dividing the Premium Payment or amount transferred by the Unit Value of the
Subaccount as of the end of the Valuation Period during which the allocation
is made. When amounts are transferred out of, or surrendered or withdrawn from
a Subaccount, units are canceled or redeemed in a similar manner.

The Mutual Fund Account Value. For each Mutual Fund Subaccount, the Unit
Value for a given Business Day is based on the net asset value of a share of
the corresponding Portfolio of the Underlying Funds. Therefore, the Unit
Values will fluctuate from day to day based on the investment experience of
the corresponding Portfolio. The determination of Subaccount Unit Values is
described in detail in the Statement of Additional Information.

The Target Account Value. For each Target Subaccount, the Unit Value for a
given Business Day is computed by dividing the value of the net assets of the
Target Subaccount (that is, the value of the assets of the Target Subaccount
minus its liabilities) by the total number of the Target Subaccount's
Accumulation Units outstanding at such time and adjusting the

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<PAGE>

quotient to the nearest cent per unit. Securities in the Target Subaccount
will be valued as of the close of trading at the end of the Valuation Period.
Therefore, the Unit Values will fluctuate from day to day based on the
investment experience and expenses of the corresponding Target Subaccount. The
determination of Unit Values is described in detail in the Statement of
Additional Information.

AMENDMENTS

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

PFL reserves the right to amend the Policies to meet the requirements of the
Code, regulations or published rulings. You can refuse such a change by giving
Written Notice, but a refusal may result in adverse tax consequences.

NON-PARTICIPATING POLICY

The Policy does not participate or share in the profits or surplus earnings
of PFL. No dividends are payable on the Policy.

DISTRIBUTIONS UNDER THE POLICY

SURRENDERS

Prior to or on the Annuity Commencement Date you may surrender all or a
portion of the Cash Value in exchange for a cash withdrawal payment from PFL.
Prior to or on the Annuity Commencement Date, the Cash Value is the Policy
Value increased or decreased by any applicable Excess Interest Adjustments and
less any applicable Surrender Charge. (See "Annuity Payment Options," p. 48.)
The Policy cannot be surrendered after the Annuity Commencement Date. (See
"Annuity Payments," p. 46.)

When requesting a partial withdrawal ($500 minimum), you must tell PFL how
the withdrawal is to be allocated among the various Investment Options. If
your request for a partial withdrawal from an Investment Option is greater
than the Cash Value of that Option, PFL will pay you the amount of the Cash
Value of that Option. If no allocation instructions are given, the withdrawal
will be deducted from each Investment Option in the same proportion that your
interest in each Investment Option bears to the Policy's total Policy Value.
PFL reserves the right to defer payment of the Cash Value from the Fixed
Account for up to six months.

Beginning in the second Policy Year, you may surrender up to 10% of the
Policy Value ("10% Withdrawals") at the time of withdrawal without an Excess
Interest Adjustment and without a Surrender Charge if no withdrawal has been
made in the current Policy Year. Amounts withdrawn from the Policy in excess
of the 10% Withdrawal or withdrawn in the same Policy Year as any previous
withdrawal (and all surrenders in the first Policy

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Year) are subject to the Excess Interest Adjustment. Neither a Surrender
Charge nor an Excess Interest Adjustment will be assessed if the withdrawal is
necessary to meet the minimum distribution requirements for that Policy
specified by the IRS for tax qualified plans.

The Gross Partial Withdrawal is the total amount which will be deducted from
your Policy Value as a result of each Partial withdrawal. The Gross Partial
Withdrawal may be more or less than your requested Partial withdrawal amount,
depending on whether Surrender Charges and/or Excess Interest Adjustments
apply at the time you request the partial withdrawal. The Excess Partial
Withdrawal amount is the portion of the requested partial withdrawal that is
subject to Surrender Charge.

The formula for determining the Gross Partial Withdrawal is as follows:

Gross Partial Withdrawal = R - E + SC

where:R is the requested partial withdrawal;

E is the Excess Interest Adjustment; and

SC is the Surrender Charge on (EPW - E); where

EPW is the Excess Partial Withdrawal amount.

For a discussion of the Surrender Charge, see "CHARGES AND DEDUCTIONS--
Surrender Charge," p. 55. For a discussion of the Excess Interest Adjustment,
see "DISTRIBUTIONS UNDER THE POLICY--Excess Interest Adjustment," p. 45, and
Appendix A.

Since you assume the investment risk with respect to Premium Payments
allocated to the Mutual Fund Account and the Target Account, and because
partial withdrawals are subject to an Excess Interest Adjustment and to a
Surrender Charge, and possibly income taxes or premium taxes, the total amount
paid upon total surrender of the Cash Value (taking any prior surrenders into
account) may be more or less than the total Premium Payments made. Following a
surrender of the total Cash Value, or at any time the Policy Value is zero,
all your rights and those of the Annuitant will terminate.

In addition to the Excess Interest Adjustment and any applicable premium
taxes, surrenders may be subject to income taxes and, if prior to age 59 1/2,
a ten percent Federal penalty tax. (See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES," p. 58.)

NURSING CARE AND TERMINAL CONDITION WAIVER

If you or your spouse (Annuitant or Annuitant's spouse if the Owner is not a
natural person): (1) has been confined in a hospital or nursing facility for
30 consecutive days, or (2) has been diagnosed as having a terminal condition
as defined in the Policy or endorsement (generally a life expectancy of 12
months or less), then the Surrender Charge and Excess Interest Adjustment are
not imposed on surrenders or partial withdrawals.

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(This benefit may not be available in all states or in all Policy forms--See
the Policy or endorsement for details.)

EXCESS INTEREST ADJUSTMENT (EIA)

Surrenders, partial withdrawals, transfers, and amounts applied to a Payment
Option (prior to the end of a Guaranteed Period) from the Fixed Account
Guaranteed Period Options will be subject to an Excess Interest Adjustment
except as provided for under "Surrenders" or "Nursing Care and Terminal
Condition Withdrawal Option" above or "Systematic Payout Option," below. Prior
versions of the Policy or Policies offered in certain states may not be
subject to an Excess Interest Adjustment. (See Appendix B to this Prospectus.)

The Excess Interest Adjustment partially compensates PFL for the foregoing
early removal of funds from the Guaranteed Period Options where interest rates
have risen since the date of the guarantee. Conversely, the Excess Interest
Adjustment allows PFL to share the benefit of falling interest rates with you
upon such withdrawals.

Generally, if interest rates declared by PFL have risen since the date of
the guarantee, the application of the Excess Interest Adjustment (a negative
Excess Interest Adjustment in this case) will result in a lower payment upon
surrender. Conversely, if interest rates have fallen since the date of the
guarantee, the application of the Excess Interest Adjustment (a positive
Excess Interest Adjustment in this case) will result in a higher payment upon
surrender.

Excess Interest Adjustments will not reduce the Adjusted Policy Value for a
Guaranteed Period Option below the Premium Payments and transfers to that
Guaranteed Period Option, less any prior partial withdrawals and transfers
from that Guaranteed Period Option, plus interest at the Policy's minimum
guaranteed effective annual interest rate of 3%.

The formula for calculating the EIA and examples of the application of the
EIA are set forth in Appendix A to this Prospectus.

SYSTEMATIC PAYOUT OPTION

Under the Systematic Payout Option, if no withdrawals have been made in the
current Policy Year, you can instruct PFL to make automatic payments to you
monthly, quarterly, semi-annually or annually from a specified Subaccount.
Monthly and quarterly payments can only be sent by electronic funds transfer
directly to a checking or savings account. The minimum payment is $50. The
maximum payment is 10% of the Policy Value at the time the Systematic Payout
is elected divided by the number of payments made per year (for example, 12
for monthly). If this requested amount is below the minimum distribution
requirements for that policy specified by the IRS for tax qualified plans, the
maximum payment will be increased to this minimum required distribution
amount. The "Request for Systematic Payout" form must specify a date for the
first payment, which

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must be at least 30 days but not more than one year after the form is
submitted (for example, Systematic Payouts will start at the end of the
payment mode selected, but not earlier than 30 days from the date of request).

The Surrender Charge and Excess Interest Adjustment will be waived for
Owners under age 59 1/2 of Qualified Policies if they take Systematic Payouts
using one of the payout methods described in I.R.S. Notice 89-25, Q&A-12 (the
Life Expectancy Recalculation Option, Amortization, or Annuity Factor) which
generally require payments for life or life expectancy. These payments must be
continued until the later of age 59 1/2 or five years from their commencement.
No additional withdrawals may be taken during this time. For Qualified
Policies, when the Owner is age 59 1/2 or older, the Excess Interest
Adjustment will be waived if payments are made using the Life Expectancy
Recalculation Option.

In addition, for either Qualified or Nonqualified Policies, the Surrender
Charge and Excess Interest Adjustment will not be imposed on Systematic
Payouts.

Qualified Policies are subject to complex rules with respect to restrictions
on and taxation of distributions, including the applicability of penalty
taxes. In addition, the tax treatment of systematic payouts from Nonqualified
Policies has had an unfavorable ruling regarding the ability to avoid the 10%
penalty tax. Therefore, you should consult a qualified tax adviser before
requesting a Systematic Payout. In certain circumstances withdrawn amounts may
be included in your income. (See "CERTAIN FEDERAL INCOME TAX CONSEQUENCES," p.
58.)

ANNUITY PAYMENTS

Annuity Commencement Date. Unless the Annuity Commencement Date is changed,
Annuity Payments under a Policy will begin on the Annuity Commencement Date
you select at the time you apply for the Policy. You may change the Annuity
Commencement Date from time to time by Written Notice to PFL, provided that
notice of each change is received by PFL at its Administrative and Service
Office at least thirty (30) days prior to the then current Annuity
Commencement Date. Except as otherwise permitted by PFL, a new Annuity
Commencement Date must be a date which is: (1) at least thirty (30) days after
the date notice of the change is received by PFL; and (2) not later than the
last day of the Policy month starting after the Annuitant attains age 85. In
no event will an Annuity Commencement Date be permitted to be later than the
last day of the month following the month in which the Annuitant attains age
95. The Annuity Commencement Date may also be changed by the Beneficiary's
election of the Annuity Option after the Annuitant's death.

Election of Payment Option. During the lifetime of the Annuitant and prior
to the Annuity Commencement Date, you may choose an Annuity Payment Option or
change the election, but Written Notice of any election or change of election
must be received by PFL at its Administrative and

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Service Office at least thirty (30) days prior to the Annuity Commencement
Date. If no election is made prior to the Annuity Commencement Date, Annuity
Payments will be made under (i) Option 3, life income with level payments for
10 years certain, using the existing Policy Value of the Fixed Account, or
(ii) Option 3-V, life income with variable payments for 10 years certain,
using the existing Policy Value of the Mutual Fund Account and the Target
Account, or (iii) in a combination of (i) and (ii). If the Policy Value on the
Annuity Commencement Date is less than $2,000, PFL reserves the right to pay
it in one lump sum in lieu of applying it under an Annuity Payment Option.

Prior to the Annuity Commencement Date, the Beneficiary may elect to receive
the Death Benefit in a lump sum or under one of the Payment Options, to the
extent allowed by law and subject to the terms of any settlement agreement.
(See "Death Benefit," p. 51.) Subject to the restrictions of certain state
laws, Annuity Payments will be made on either a fixed basis or a variable
basis as selected by you (or the Beneficiary, after the Annuitant's death).

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

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

Unless you specify otherwise, the payee shall be the Annuitant, or, after
the Annuitant's death, the Beneficiary. PFL may require written proof of the
age of any person who has an annuity purchased under Option 3, 3-V, 5 or 5-V.

Premium Tax. PFL may be required by state law to pay premium tax on the
amount applied to a Payment Option, or upon Surrender, or upon payment of
death proceeds. If so, PFL will deduct the premium tax before applying or
paying the proceeds.

Supplementary Contract. Once proceeds become payable and a choice has been
made, PFL will issue a Supplementary Contract in settlement of the option
elected under the Policy setting forth the terms of the option elected. The
Supplementary Contract will name the payees and will describe the payment
schedule.

Availability as Immediate Annuity. The Policy may be purchased and
immediately annuitized, without the need for an accumulation period. The
Annuity Commencement Date must be a date at least thirty days after notice of
such election is received by PFL.

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ANNUITY PAYMENT OPTIONS

The Policy provides five Payment Options which are described below. Two of
these are offered as either "Fixed Payment Options" or "Variable Payment
Options," and three are only available as Fixed Payment Options. You may elect
a Fixed Payment Option, a Variable Payment Option, or a combination of both.
If you elect a combination, you must specify what part of the Policy proceeds
are to be applied to the Fixed and Variable Options (and you must also specify
which Subaccounts for the Variable Options).

Payments under Options 3 and 5 and the first payment under Options 3-V and
5-V are determined based on the adjusted age of the annuitant. The adjusted
age is the annuitant's actual age on the annuitant's nearest birthday, at the
Annuity Commencement Date, adjusted as follows:

<TABLE>
<CAPTION>
ANNUITY COMMENCEMENT DATE ADJUSTED AGE
------------------------- --------------------
<S> <C>
Before 2001 Actual Age
2001-2010 Actual Age minus 1
2011-2020 Actual Age minus 2
2021-2030 Actual Age minus 3
2031-2040 Actual Age minus 4
After 2040 As determined by PFL
</TABLE>

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

NOTE CAREFULLY: Under Payment Options 3(1) and 5 (including 3-V(1) and 5-V),
it would be possible for only one Annuity Payment to be made if the
Annuitant(s) were to die before the due date of the second Annuity Payment;
only two Annuity Payments if the Annuitant(s) were to die before the due date
of the third Annuity Payment; and so forth.

On the Annuity Commencement Date, the Policy's Adjusted Policy Value will be
applied to provide for Annuity Payments under the selected Annuity Option as
specified. The Adjusted Policy Value is the Policy Value (for the Valuation
Period which ends immediately preceding the Annuity Commencement Date),
increased or decreased by any applicable Excess Interest Adjustment.

The effect of choosing a Fixed Annuity Option is that the amount of each
payment will be set on the Annuity Commencement Date and will not change. If a
Fixed Annuity Option is selected, the Adjusted Policy Value will be
transferred to the general account of PFL, and the Annuity Payments will be
fixed in amount by the fixed annuity provisions selected and the sex (if
consideration of sex is allowed) and adjusted age of the Annuitant. For
further information, contact PFL at its Administrative and Service Office.

Guaranteed Values. There are five Fixed Annuity Options. Options 1, 2 and 4
are based on a guaranteed interest rate of 3%. Options 3 and 5 are based on a
guaranteed interest rate of 3% using the "1983 Table a" (male, female, and
unisex if required by law) mortality table improved to the year

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2000 with projection scale G. ("The 1983 Table a" mortality rates are adjusted
based on improvements in mortality since 1983 to more appropriately reflect
increased longevity. This is accomplished using a set of improvement factors
referred to as projection scale G.)

Option 1--Interest Payments. The policy proceeds may be left with PFL for
any term agreed to. PFL will pay the interest in equal payments or it may be
left to accumulate. Withdrawal rights will be agreed upon by you and PFL when
the option is elected.

Option 2--Income for a Specified Period. Level payments of the proceeds with
interest are made for the fixed period elected, at which time the funds are
exhausted.

Option 3--Life Income. An election may be made between:

1. "No Period Certain"--Level payments will be made during the lifetime of
the Annuitant.

2. "10 Years Certain"--Level Payments will be made for the longer of the
Annuitant's lifetime or ten years.

3. "Guaranteed Return of Policy Proceeds"--Level payments will be made for
the longer of the Annuitant's lifetime or the number of payments which, when
added together, equals the proceeds applied to the income option.

Option 4--Income of a Specified Amount. Payments are made for any specified
amount until the proceeds with interest are exhausted.

Option 5--Joint and Survivor Annuity. Payments are made during the joint
lifetime of the payee and a joint payee you select. Payments will be made as
long as either person is living.

Other options may be arranged by agreement with PFL. Certain options may not
be available in some states.

Current immediate annuity rates for the same class of annuities will be used
if higher than the guaranteed amount (guaranteed amounts are based upon the
tables contained in the Policy). Current amounts may be obtained from PFL.

Variable Payment Options. The dollar amount of the first Variable Annuity
Payment will be determined in accordance with the annuity payment rates set
forth in the applicable table contained in the Policy. The tables are based on
a 5% effective annual assumed investment return and the "1983 Table a" (male,
female, and unisex if required by law) mortality table improved to the year
2000 with projection Scale G. ("The 1983 Table a" mortality rates are adjusted
based on improvements in mortality since 1983 to more appropriately reflect
increased longevity. This is accomplished using a set of improvement factors
referred to as projection scale G.) The dollar

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amount of every subsequent Variable Annuity Payment will vary based on the
investment performance of the Subaccount of the Mutual Fund Account or the
Target Account selected by the Annuitant or Beneficiary. If the actual
investment performance exactly matched the Assumed Investment Return of 5% at
all times, the amount of each Variable Annuity Payment would remain equal. If
actual investment performance exceeds the Assumed Investment Return, the
amount of the payments would increase. Conversely, if actual investment
performance is worse than the Assumed Investment Return, the amount of the
payments would decrease.

The following Variable Payment Options generally are available:

Option 3-V--Life Income. An election may be made between:

1. "No Period Certain"--Payments will be made during the lifetime of the
Annuitant.

2. "10 Years Certain"--Payments will be made for the longer of the
Annuitant's lifetime or ten years.

Option 5-V--Joint and Survivor Annuity. Payments are made as long as either
the Annuitant or the joint Annuitant is living.

Certain options may not be available in some states.

Determination of Variable Payments Other Than the First. All Variable
Annuity Payments other than the first are calculated using "Annuity Units"
which are credited to the Policy. The number of Annuity Units to be credited
in respect of a particular Subaccount is determined by dividing that portion
of the first Variable Annuity Payment attributable to that Subaccount by the
Annuity Unit Value of that Subaccount for the Annuity Commencement Date. The
number of Annuity Units of each particular Subaccount credited to the Policy
then remains fixed. The dollar value of variable Annuity Units in the chosen
Subaccount will increase or decrease reflecting the investment experience of
the chosen Subaccount. The dollar amount of each Variable Annuity Payment
after the first may increase, decrease or remain constant, and is equal to the
sum of the amounts determined by multiplying the number of Annuity Units of
each particular Subaccount credited to the Policy by the Annuity Unit Value
for the particular Subaccount on the date the payment is made.

Transfers. You may transfer the value of the Annuity Units from one
Subaccount to another within the Mutual Fund Account, the Target Account or to
the Fixed Account. However, after the Annuity Commencement Date no transfers
may be made from the Fixed Account to the Mutual Fund Account or the Target
Account. The minimum amount which may be transferred is the lesser of $10 of
monthly income or the entire monthly income of the variable Annuity Units in
the Subaccount from which the transfer is being made. The remaining Annuity
Units in the Subaccount must provide at least $10 of monthly income. If, after
a transfer, the monthly income of the remaining Annuity Units in a Subaccount
would be less than

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$10, PFL reserves the right to include those Annuity Units as part of the
transfer. PFL reserves the right to limit transfers between Subaccounts after
the Annuity Commencement Date to once per Policy Year.

Tax Withholding. A portion or the entire amount of the Annuity Payments may
be taxable as ordinary income. If, at the time the Annuity Payments begin, you
have not provided PFL with a written election not to have federal income taxes
withheld, PFL must by law withhold such taxes from the taxable portion of such
Annuity Payments and remit that amount to the federal government. Withholding
is mandatory for certain Qualified Policies. (See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES," p. 58.)

Adjustment of Annuity Payments. Payments will be made at 1, 3, 6, or 12
month intervals. If the individual payments provided for would be or become
less than $50, PFL may change, at its discretion, the frequency of payments to
such intervals as will result in payments of at least $50. If the Adjusted
Policy Value on the Annuity Commencement Date is less than $2,000, PFL may pay
such value in one sum in lieu of the payments otherwise provided for.

DEATH BENEFIT

Death of Annuitant/Owner Prior to Annuity Commencement Date. A Death Benefit
will be paid to the Beneficiary if the Owner, who is the Annuitant, dies prior
to the Annuity Commencement Date. The amount of the Death Benefit is the
greatest of the Policy Value, the Cash Value, or the Guaranteed Minimum Death
Benefit selected. Prior versions of the Policy or Policies offered in certain
states may provide for a different definition or calculation of the Death
Benefit. See Appendix B and the Policy or endorsement for details. The Death
Benefit is not payable upon the death of the Annuitant if the Annuitant and
Owner are not the same person, unless the Owner makes a separate election to
do so.

In certain circumstances, if the owner dies the spouse may elect to continue
the Policy. If the Policy is continued, all future Surrender Charges will be
waived.

There are three Guaranteed Minimum Death Benefit Options available: (A) The
"5% Annually Compounding Death Benefit," (B) the "Double Enhanced Death
Benefit," and (C) the "Return of Premium Death Benefit."

The "5% Annually Compounding Death Benefit" is the total Premium Payments
less any Adjusted Partial Withdrawals (defined below) plus interest at an
effective annual rate of 5% from the payment or withdrawal date up to the date
of death (even after age 81).

The "Double Enhanced Death Benefit" is equal to the greater of (1) and (2)
where (1) is a 5% Annually Compounding Death Benefit, equal to the total
Premium Payments, minus Adjusted Partial Withdrawals (defined below), plus
interest accumulated at 5% per annum from the payment or withdrawal

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<PAGE>

date to the earlier of the date of death or the Owner's 81st birthday, and (2)
is a Step-Up Death Benefit, equal to the largest Policy Value on any Policy
Anniversary prior to the earlier of the date of death or the Owner's 81st
birthday, plus any Premium Payments subsequent to the date of any Policy
Anniversary with the largest Policy Value, minus any Adjusted Partial
Withdrawals (defined below), subsequent to the date of the Policy Anniversary
with the largest Policy Value. For this purpose, the Policy Date will be
treated as a Policy Anniversary.

The "Return of Premium Death Benefit" is the total Premium Payments less any
Adjusted Partial Withdrawals (defined below) as of the date of death.

For the purpose of calculating the Death Benefit, the Policy Date will be
treated as a Policy Anniversary. Any applicable Excess Interest Adjustments on
transfers or partial withdrawals from the Fixed Account will affect the value
of the Guaranteed Minimum Death Benefit.

Under all three Death Benefit Options, if the surviving spouse elects to
continue the Policy in lieu of receiving the Death Benefit, an amount equal to
the excess, if any, of the Guaranteed Minimum Death Benefit over the Policy
Value, will then be added to the Policy Value. This amount will be added only
once, at the time of such election. Thereafter, the amount paid on the death
of the surviving spouse is based on the Guaranteed Minimum Death Benefit
elected on the Policy Date and the surviving spouse's age.

The 5% Annually Compounding Death Benefit is not available if either the
Annuitant or the Owner is age 75 or higher on the Policy Date. The Double
Enhanced Death Benefit is not available if either the Annuitant or the Owner
is age 81 or higher on the Policy Date. If no choice is made prior to the
Policy Date then the Return of Premium Death Benefit will apply.

After the Policy Date, the Guaranteed Minimum Death Benefit option cannot be
changed.

The Death Benefit is based on values determined on the later of when PFL
receives due proof of death and an election of settlement option.

Adjusted Partial Withdrawal. A partial withdrawal will reduce the Guaranteed
Minimum Death Benefit by an amount referred to as the "Adjusted Partial
Withdrawal". The Adjusted Partial Withdrawal may be a different amount than
the Gross Partial Withdrawal. Each Adjusted Partial Withdrawal is equal to the
Gross Partial Withdrawal multiplied by an Adjustment Factor. The Adjustment
Factor is equal to the Death Benefit prior to the Partial withdrawal divided
by the Policy Value prior to the Partial withdrawal.

If a Partial withdrawal is taken when the Guaranteed Minimum Death Benefit
exceeds the Policy Value, then the amount deducted from the Guaranteed Minimum
Death Benefit as a result of the partial withdrawal (that is, the Adjusted
Partial Withdrawal) will exceed the partial withdrawal

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<PAGE>

request. In that case, the total proceeds of a partial withdrawal followed by
payment of a Death Benefit could be less than total Premium Payments.

Payment of Death Benefit. Due Proof of Death of the Annuitant is proof that
the Annuitant who is the Owner died prior to the commencement of Annuity
Payments. Upon receipt of this proof and an election of a method of settlement
and return of the Policy, the Death Benefit generally will be paid within
seven days, or as soon thereafter as PFL has sufficient information about the
Beneficiary to make the payment. The Beneficiary may receive the amount
payable in a lump sum cash benefit, or, subject to any limitation under any
state or federal law, rule, or regulation, under one of the Annuity Payment
Options described above, unless a settlement agreement is effective at the
death of the Owner preventing such election.

Required Distribution. If the Annuitant was the Owner, and the Beneficiary
was not the Annuitant's spouse, the Death Benefit must (1) be distributed
within five years of the date of the deceased Owner's death, or (2) payments
under a Payment Option must begin within one year of the deceased Owner's
death and must be made for the Beneficiary's lifetime or for a period certain
(so long as any certain period does not exceed the Beneficiary's life
expectancy). Death proceeds which are not paid to or for the benefit of a
natural person must be distributed within five years of the date of the
deceased Owner's death. If the sole Beneficiary is the deceased Owner's
surviving spouse, such spouse may elect to continue the Policy as the new
Annuitant and Owner instead of receiving the Death Benefit. If the surviving
spouse elects to continue the Policy, all future Surrender Charges will be
waived. (See "Federal Tax Matters" in the Statement of Additional
Information.)

If the Annuitant is not the Owner, and the Owner dies prior to the Annuity
Commencement Date, a Successor Owner may surrender the Policy at any time for
the Adjusted Policy Value. If the Successor Owner is not the deceased Owner's
surviving spouse, however, this amount must be distributed within five years
after the date of death of the Owner, or payments under a Payment Option must
begin within one year of the deceased Owner's death and must be made for the
Beneficiary's lifetime or for a period certain (so long as any certain period
does not exceed the Beneficiary's life expectancy). If the Successor Owner is
the deceased Owner's surviving spouse, the surviving spouse may elect to
continue the Policy, in which case all future Surrender Charges will be
waived.

Death On or After Annuity Commencement Date. The death benefit payable on or
after the Annuity Commencement Date depends on the Payment Option selected. If
any Owner dies on or after the Annuity Commencement Date, but before the
entire interest in the Policy is distributed, the remaining portion of such
interest in the Policy will be distributed at least as rapidly as under the
method of distribution being used as of the date of that Owner's death.

Beneficiary. The Beneficiary designation in the application will remain in
effect until changed. You may change the designated Beneficiary by

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sending Written Notice to PFL. The Beneficiary's consent to such change is not
required unless the Beneficiary was irrevocably designated or consent is
required by law. (If an irrevocable Beneficiary dies, you may then designate a
new Beneficiary.) The change will take effect as of the date you sign the
Written Notice, whether or not you are living when the Notice is received by
PFL. PFL will not be liable for any payment made before the Written Notice is
received. If more than one Beneficiary is designated, and you fail to specify
their interests, they will share equally.

DEATH OF OWNER

Federal tax law requires that if the Owner (including any joint Owner or any
Successor Owner who has become a current Owner) dies before the Annuity
Commencement Date, then the entire value of the Policy must generally be
distributed within five years of the date of death of the Owner. Certain rules
apply where 1) the spouse of the deceased Owner is the sole Beneficiary, 2)
the Owner is not a natural person and the primary Annuitant dies or is
changed, or 3) any Owner dies after the Annuity Commencement Date. See
"Federal Tax Matters" in the Statement of Additional Information for a
detailed description of these rules. Other rules may apply to Qualified
Policies. (See also "DISTRIBUTIONS UNDER THE POLICY--Death Benefit" p. 51.)

RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Section 36.105 of the Texas Educational Code permits participants in the
Texas Optional Retirement Program (ORP) to withdraw their interest in a
variable annuity policy issued under the ORP only upon: (1) termination of
employment in the Texas public institutions of higher education; (2)
retirement; or (3) death. Accordingly, a participant in the ORP (or the
participant's estate if the participant has died) will be required to obtain a
certificate of termination from the employer or a certificate of death before
the account can be redeemed.

RESTRICTIONS UNDER SECTION 403(B) PLANS

Section 403(b) of the Internal Revenue Code provides for tax-deferred
retirement savings plans for employees of certain non-profit and educational
organizations. In accordance with the requirements of Section 403(b), any
Policy used for a 403(b) plan will prohibit distributions of elective
contributions and earnings on elective contributions except upon death of the
employee, attainment of age 59, separation from service, disability, or
financial hardship. In addition, income attributable to elective contributions
may not be distributed in the case of hardship.

RESTRICTIONS UNDER QUALIFIED POLICIES

Other restrictions with respect to the election, commencement, or
distribution of benefits may apply under Qualified Policies or under the terms
of the plans in respect of which Qualified Policies are issued.

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CHARGES AND DEDUCTIONS

No deductions are made from Premium Payments, so that the full amount of
each Premium Payment is invested in one or more of the Accounts. PFL will make
certain charges and deductions in connection with the Policy in order to
compensate it for incurring expenses in distributing the Policy, bearing
mortality and expense risks under the Policy and for management,
administrative and distribution expenses. Charges may also be made for premium
taxes, federal, state or local taxes, or for certain transfers or other
transactions. Charges and expenses are also deducted from the Underlying Funds
and the Target Subaccounts.

SURRENDER CHARGE

PFL will incur expenses relating to the sale of Policies, including
commissions to registered representatives and other promotional expenses. PFL
may deduct a Surrender Charge from any amount surrendered (i.e., withdrawn) in
connection with a partial withdrawal or a surrender in order to cover a
portion of such distribution expenses. A Surrender Charge will not be deducted
from a withdrawal, after the first Policy Year, of up to 10% of the Policy
Value, if there have been no partial withdrawals in the current Policy Year.
(See "DISTRIBUTIONS UNDER THE POLICY--Surrenders," p. 43.)

The Surrender Charge is not imposed upon exercise of the Nursing Care and
Terminal Condition Option. This feature may not be available in all states.
(See "DISTRIBUTIONS UNDER THE POLICY," p. 43.)

The amount of the Surrender Charge is determined by multiplying the amount
of the Premium Payments withdrawn by the applicable Surrender Charge
Percentage. The applicable Surrender Charge Percentage will depend upon the
number of years that have elapsed since the Premium Payment that is being
withdrawn was made. For this purpose, surrenders are allocated to Premium
Payments on a "first in-first out" basis, that is, first to the oldest Premium
Payment, then to the next oldest Premium Payment, and so on. Premium Payments
are deemed to be withdrawn before earnings, and after all Premium Payments
have been withdrawn, the remaining Adjusted Policy Value may be withdrawn
without any Surrender Charge. The following is the table of Surrender Charge
Percentages:

<TABLE>
<CAPTION>
NUMBER OF YEARS SINCE APPLICABLE SURRENDER CHARGE PERCENTAGE
PREMIUM PAYMENT DATE (AS PERCENTAGE OF PREMIUM PAYMENT WITHDRAWN)
- --------------------- --------------------------------------------
<S> <C>
Less than 1........................ 7%
At least 1 and less than 2......... 7%
At least 2 and less than 3......... 6%
At least 3 and less than 4......... 6%
At least 4 and less than 5......... 5%
At least 5 and less than 6......... 4%
At least 6 and less than 7......... 2%
</TABLE>

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<PAGE>

PFL anticipates that the Surrender Charge will not generate sufficient funds
to pay the cost of distributing the Policies. If this charge is insufficient
to cover the distribution expenses, the deficiency will be met from PFL's
general funds, which will include amounts derived from the fee for mortality
and expense risks and the Distribution Financing Charge.

MORTALITY AND EXPENSE RISK FEE

PFL imposes a daily charge as compensation for bearing certain mortality and
expense risks in connection with the Policies. Prior to the Annuity
Commencement Date, for the 5% Annually Compounding Death Benefit and the
Double Enhanced Death Benefit, this charge is equal to an effective annual
rate of 1.25% of the daily net asset value of the Mutual Fund Account and the
Target Account. For the Return of Premium Death Benefit, the corresponding
charge is equal to an effective annual rate of 1.10% of the daily net asset
value of the Mutual Fund Account and the Target Account. After the Annuity
Commencement Date, the Mortality and Expense Risk Fee may be lower than the
Mortality and Expense Risk Fee in effect prior to the Annuity Commencement
Date (See Appendix B). The Mortality and Expense Risk Fee is reflected in the
Accumulation or Annuity Unit Values for the Policy for each Subaccount, and is
deducted from the Subaccounts of the Mutual Fund Account and the Target
Account both before and after the Annuity Commencement Date.

Policy Values and Annuity Payments are not affected by changes in actual
mortality experience nor by actual expenses incurred by PFL. The mortality
risks assumed by PFL arise from its contractual obligations to make Annuity
Payments (determined in accordance with the Annuity tables and other
provisions contained in the Policy) and to pay Death Benefits prior to the
Annuity Commencement Date. Thus, you are assured that neither an Annuitant's
own longevity nor an unanticipated improvement in general life expectancy will
adversely affect the monthly Annuity payments that the Annuitant will receive
under the Policy.

PFL also bears substantial risk in connection with the Death Benefit
Guarantee since PFL will pay a Death Benefit equal to the Guaranteed Minimum
Death Benefit if that amount is higher than the Policy Value.

The expense risk assumed by PFL is the risk that PFL's actual expenses in
administering the Policy and the Accounts will exceed the amount recovered
through the Administrative Charges.

If the Mortality and Expense Risk Fee is insufficient to cover PFL's actual
costs, PFL will bear the loss; conversely, if the charge is more than
sufficient to cover costs, the excess will be profit to PFL. PFL expects a
profit from this charge. PFL's expenses for distributing the Policies will be
borne by the general assets of PFL which may include amounts derived from the
Distribution Financing Charge, the Surrender Charge and, if necessary, the
Mortality and Expense Risk Fee. A Mortality and Expense Risk Fee is also
assessed after the Annuity Commencement Date for all Variable Payment Options.

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<PAGE>

ADMINISTRATIVE CHARGES

Service Charge. In order to cover the costs of administering the Policies,
PFL deducts a Service Charge from the Policy Value of each Policy. The annual
Service Charge is deducted from the Policy Value of each Policy on each Policy
Anniversary prior to the Annuity Commencement Date. The charge is not deducted
after the Annuity Commencement Date. The annual Service Charge is the lesser
of 2% of the Policy Value or $35, and it will not be increased in the future.
This charge is waived if either the Policy Value or the sum of all Premium
Payments, less the sum of all partial withdrawals equals or exceeds $50,000 on
a Policy Anniversary (or date of surrender). PFL also reserves the right to
charge up to $35 at the time of surrender during any Policy Year. The Service
Charge will be deducted from the Investment Option(s) in the same proportion
that your interest in each Investment Option bears to your total Policy Value.

Administrative Charge. PFL also deducts a daily Administrative Charge from
the net assets of the Mutual Fund Account and the Target Account to partially
cover expenses incurred by PFL in connection with the administration of each
Account and the Policies. The effective annual rate of this charge is 0.15% of
the net assets in the Mutual Fund Account and the Target Account. This charge
is reflected in the Accumulation or Annuity Unit Values for the Policy for
each Subaccount.

DISTRIBUTION FINANCING CHARGE

During the first seven Policy years, but only prior to the Annuity
Commencement Date, PFL deducts a daily Distribution Financing Charge equal to
an effective annual rate of 0.15% of the daily net asset value of the Mutual
Fund Account and the Target Account. The Distribution Financing Charge is paid
to PFL and is designed to partially compensate PFL for the cost of
distributing the Policies. The Distribution Financing Charge will be used to
support marketing efforts, training of representatives and reimbursement of
expenses incurred by broker/dealers who sell the Policies. The staff of the
SEC deems such charge to constitute a deferred sales charge.

PREMIUM TAXES

PFL currently makes no deduction from the Premium Payments for any state
premium taxes PFL pays in connection with Premium Payments under the Policies.
However, PFL will deduct the aggregate premium taxes paid on behalf of a
particular Policy on (i) the Annuity Commencement Date, (ii) the total
surrender of a Policy, or (iii) payment of the death proceeds of a Policy.
Premium taxes currently range from 0% to 3.50% of Premium Payments.

FEDERAL, STATE AND LOCAL TAXES

No charges are currently made for federal, state, or local taxes other than
premium taxes. However, PFL reserves the right to deduct charges in the future
for any taxes or other economic burden resulting from the

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<PAGE>

application of any tax laws that PFL determines to be attributable to the
Account or the Policies.

TRANSFER FEE

PFL will not impose a transfer fee for the first 12 transfers between
Investment Options in each Policy Year. PFL reserves the right to impose a $10
charge for the thirteenth and each subsequent transfer request you make during
a single Policy Year. For the purpose of determining whether a transfer fee is
payable, Premium Payment allocations are not considered transfers. All
transfer requests made simultaneously will be treated as a single request. No
transfer fee will be imposed for any transfer which is not at your request.

OTHER EXPENSES INCLUDING INVESTMENT ADVISORY FEES

Each of the Mutual Fund Account Portfolios and the Target Subaccounts is
responsible for all of its expenses. In addition, charges will be made against
each of the Portfolios of the Underlying Funds and the Target Subaccounts for
investment advisory services provided to them. The net assets of each
Portfolio of the Underlying Funds and the Target Subaccounts will reflect
deductions in connection with the investment advisory fee and other expenses.

For more information concerning the investment advisory fee and other
expenses of the Portfolios, see the prospectuses for the Underlying Funds,
current copies of which accompany this Prospectus. Investment advisory fees
and other expenses of the Target Subaccounts are described more fully in Part
III of this Prospectus.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary does not constitute tax advice. It is a general
discussion of certain of the expected federal income tax consequences of
investment in and distributions with respect to a Policy, based on the
Internal Revenue Code of 1986, as amended (the "Code"), proposed and final
Treasury Regulations thereunder, judicial authority, and current
administrative rulings and practice. This summary discusses only certain
federal income tax consequences to "United States Persons," and does not
discuss state, local, or foreign tax consequences. United States Persons means
citizens or residents of the United States, domestic corporations, domestic
partnerships and trusts or estates that are subject to United States federal
income tax regardless of the source of their income.

At the time the initial Premium Payment is paid, a prospective purchaser
must specify whether he or she is purchasing a Nonqualified Policy or a
Qualified Policy. If the initial Premium Payment is derived from an exchange
or surrender of another annuity policy, PFL may require that the prospective
purchaser provide information with regard to the federal

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<PAGE>

income tax status of the previous annuity policy. PFL will require that
persons purchase separate Policies if they desire to invest monies qualifying
for different annuity tax treatment under the Code. Each such separate Policy
would require the minimum initial Premium Payment stated above. Additional
Premium Payments under a Policy must qualify for the same federal income tax
treatment as the initial Premium Payment under the Policy; PFL will not accept
an Additional Premium Payment under a Policy if the federal income tax
treatment of such Premium Payment would be different from that of the initial
Premium Payment.

The Qualified Policies were designed for use by retirement plans and
individual retirement accounts that qualify for special federal income tax
treatment under Sections 401(a), 403(b), 408(a), 408A or 457 of the Code and
individuals purchasing individual retirement annuities that qualify for
special federal income tax treatment under Section 408(b) of the Code. Certain
requirements must be satisfied in purchasing a Qualified Policy in order for
the plan, account or annuity to retain its special tax treatment. This summary
is not intended to cover such requirements, and assumes that Qualified
Policies are purchased pursuant to retirement plans or individual retirement
accounts, or are individual retirement annuities, that qualify for such
special tax treatment. This summary was prepared by PFL after consultation
with tax counsel, but no opinion of tax counsel has been obtained.

THE DISCUSSION SET FORTH BELOW IS INCLUDED FOR GENERAL PURPOSES ONLY. EACH
POTENTIAL PURCHASER IS URGED TO CONSULT HIS/HER OWN TAX ADVISER AS TO THE
CONSEQUENCES OF INVESTMENT IN A POLICY UNDER FEDERAL AND APPLICABLE STATE,
LOCAL AND FOREIGN TAX LAWS.

TAX STATUS OF THE POLICY

Diversification Requirements. Section 817(h) of the Code provides that in
order for a variable contract which is based on a segregated asset account to
qualify as an annuity contract under the Code, the investments made by such
account must be "adequately diversified" in accordance with Treasury
regulations. The Treasury regulations issued under Section 817(h) (Treas. Reg.
(S)1.817-5) apply a diversification requirement to each of the Mutual Fund
Subaccounts and the Target Subaccounts. The Mutual Fund Account, through its
Underlying Funds and their Portfolios, and the Target Account, through its
Subaccounts, intends to comply with the diversification requirements of the
Treasury. PFL has entered into agreements regarding participation in the
Endeavor Series Trust and WRL Series Fund, Inc. that requires the Portfolios
to be operated in compliance with the Treasury regulations. PFL has entered
into an agreement with First Trust Advisers, L.P., the adviser of the Target
Account, that requires the Target Subaccounts to be operated in compliance
with the Treasury regulations.

Owner Control. In certain circumstances, owners of variable annuity
contracts may be considered the owners, for Federal income tax purposes, of
the assets of the separate account used to support their contracts. In

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<PAGE>

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

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

The Statement of Additional Information discusses other tax requirements for
qualifying as an annuity contract.

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

TAXATION OF ANNUITIES

The discussion below applies only to those Policies owned by natural
persons, and that qualify as annuity contracts for federal income tax
purposes. With respect to Owners who are natural persons, the Policy should be
treated as an annuity contract for federal income tax purposes.

In General. Except as described below with respect to Owners who are not
natural persons, an Owner who holds a Policy satisfying the diversification
and distribution requirements described in the Statement of Additional
Information should not be taxed on increases in the Policy Value until an
amount is received or deemed received, e.g., upon a partial or full surrender
or as Annuity Payments under the Annuity Option selected.

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Generally, any amount received or deemed received under a Nonqualified Annuity
Contract prior to the Annuity Commencement Date is deemed to come first from
any "Income on the Contract" and then from the "Investment in the Contract."
The "Investment in the Contract" generally equals total premium payments less
amounts received which were not includable in gross income. To the extent that
the Policy Value (Cash Value in the event of a surrender) exceeds the
"Investment in the Contract," such excess constitutes the "Income on the
Contract." For these purposes such "Income on the Contract" shall be computed
by reference to the aggregation rules described below, and the amount
includable in gross income will be taxable as ordinary income. If at the time
that any amount is received or deemed received there is no "Income on the
Contract" (e.g., because the gross Policy Value does not exceed the
"Investment in the Contract" and no aggregation rule applies), then such
amount received or deemed received will not be includable in gross income, and
will simply reduce the "Investment in the Contract."

For this purpose, the assignment, pledge or agreement to assign or pledge
any portion of the Policy Value (including assignment of Owner's right to
receive Annuity Payments prior to the Annuity Commencement Date) generally
will be treated as a distribution in the amount of such portion of the Policy
Value. Additionally, if an Owner designates a new Owner prior to the Annuity
Commencement Date without receiving full and adequate consideration, the old
Owner generally will be treated as receiving a distribution under the Policy
in an amount equal to the Policy Value. A transfer of ownership or an
assignment of a Policy, or designation of a Beneficiary or Annuitant who is
not also the Owner as well as the selection of certain Annuity Commencement
Dates, may result in certain tax consequences to the Owner that are not
discussed herein. An Owner contemplating any such transfer, designation,
selection or assignment of a Policy should contact a competent tax adviser
with respect to the potential tax effects of such a transaction.

Aggregation Rules. Generally all nonqualified deferred annuity contracts
issued by the same company (or an affiliated company) to the same owner during
any calendar year shall be treated as one annuity contract, and "aggregated"
for purposes of determining the amount includable in gross income. In
addition, for such purposes all Traditional individual retirement annuities
and accounts under Section 408 of the Code for an individual are aggregated,
and generally all distributions therefrom during a calendar year are treated
as one distribution made as of the end of such year. The same aggregation
rules apply to Roth individual retirement annuities and accounts. The Roth
IRAs and Traditional IRAs shall be treated separately for distribution
purposes.

Surrenders or Partial Withdrawals. In the case of a partial withdrawal
(including systematic Partial withdrawals) under a Nonqualified Policy, the
amount received generally will be includable in gross income to the extent
that it does not exceed the "Income on the Contract," which is generally equal
to the excess of the Policy Value immediately before the

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partial surrender over the "Investment in the Contract" at that time. However,
for these purposes the Policy Value immediately before a Partial withdrawal
may have to be increased by any positive Excess Interest Adjustment which
results from such a partial withdrawal or which could result from a
simultaneous surrender, and may need further adjustments if the aggregation
rules apply. There is, however, no definitive guidance on the proper tax
treatment of Excess Interest Adjustments, and you should contact a competent
tax adviser with respect to the potential tax consequences of an Excess
Interest Adjustment that may apply in the case of a Non-Qualified Policy or a
Qualified Policy. In the case of a partial withdrawal (including systematic
withdrawals) under a Qualified Policy (other than one qualified under Section
457 of the Code), a ratable portion of the amount received is generally
excludable from gross income, based on the ratio of the "Investment in the
Contract" to the individual's total account balance or accrued benefit under
the retirement plan at the time of each such payment. For a Qualified Policy,
the "Investment in the Contract" can be zero. Special tax rules may be
available for certain distributions from a Qualified Policy. In the case of a
surrender under a Nonqualified Policy or a Qualified Policy, the amount
received generally will be taxable only to the extent it exceeds the
"Investment in the Contract," unless the aggregation rules apply.

Annuity Payments. Although the tax consequences may vary depending on the
Annuity Payment Option elected under the Policy, in general only a portion of
the Annuity Payments received after the Annuity Commencement Date will be
includable in the gross income of the recipient.

For Fixed Annuity Payments, in general the excludable portion of each
payment is determined by dividing the "Investment in the Contract" on the
Annuity Commencement Date by the total expected value of the Annuity Payments
for the term of the payments. The remainder of each Annuity Payment is
includable in gross income. Once the "Investment in the Contract" has been
fully recovered, the full amount of any additional Annuity Payments is
includable in gross income.

For Variable Annuity Payments, the includable portion is generally
determined by an equation that establishes a specific dollar amount of each
payment that is excludable from gross income. This dollar amount is determined
by dividing the "Investment in the Contract" on the Annuity Commencement Date
by the total number of expected periodic payments. The remainder of each
Annuity Payment is includable in gross income. Once the "Investment in the
Contract" has been fully recovered, the full amount of any additional Annuity
Payments is includable in gross income.

Where you allocate a portion of the Adjusted Policy Value on the Annuity
Commencement Date to more than one Annuity Payment option (fixed or variable),
special rules govern the allocation of the Policy's entire "Investment in the
Contract" on such date to each such option, for purposes of determining the
excludable amount of each payment received under that option. PFL makes no
attempt to describe these allocation rules, because they would prescribe a
complex variety of results, depending on how the

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allocations were made among the various types of options. Instead, you are
advised to consult a competent tax adviser as to the potential tax effects of
allocating any amount of Adjusted Policy Value to any particular Annuity
Payment option.

If, after the Annuity Commencement Date, Annuity Payments cease by reason of
the death of the Annuitant, the excess (if any) of the "Investment in the
Contract" as of the Annuity Commencement Date over the aggregate amount of
Annuity Payments received on or after the Annuity Commencement Date that was
excluded from gross income is allowable as a deduction for the last taxable
year of the Annuitant.

Taxation of Death Benefit Proceeds. Amounts may be distributed from the
Policy because of the death of an Owner or the Annuitant. Generally, such
amounts are includable in the income of the recipient as follows: (1) if
distributed in a lump sum, they are taxed in the same manner as a full
surrender, as described above, or (2) if distributed under an Annuity Option,
they are taxed in the same manner as Annuity Payments, as described above. For
these purposes, the "Investment in the Contract" is not affected by the
Owner's or Annuitant's death. That is, the "Investment in the Contract"
remains generally the total premium payments less amounts received which were
not includable in gross income.

Penalty Taxes. In the case of any amount received or deemed received from
the Policy, e.g., upon a surrender of a Policy (including systematic
withdrawals) or a deemed distribution under a Policy resulting from a pledge,
assignment or agreement to pledge or assign or an Annuity Payment with respect
to a Policy, there may be imposed on the recipient a federal penalty tax equal
to 10% of the amount includable in gross income. The penalty tax generally
will not apply to any distribution: (i) made on or after the date on which the
taxpayer attains age 59 1/2; (ii) made as a result of the death of the holder
(generally the Owner); (iii) attributable to the disability of the taxpayer;
or (iv) which is part of a series of substantially equal periodic payments
made (not less frequently than annually) for the life (or life expectancy) of
the taxpayer or the joint lives (or joint life expectancies) of such taxpayer
and his/her beneficiary. Other rules may apply to Qualified Policies.

Withholding. The portion of any distribution under a Policy that is
includable in gross income will be subject to federal income tax withholding
unless the recipient of such distribution elects not to have federal income
tax withheld. Election forms will be provided at the time distributions are
requested or made. For certain Qualified Policies, certain distributions are
subject to mandatory withholding.

Qualified Policies. The Qualified Policy is designed for use with several
types of tax-qualified retirement plans. The tax rules applicable to
participants and beneficiaries in tax-qualified retirement plans vary
according to the type of plan and the terms and conditions of the plan.
Special favorable tax treatment may be available for certain types of
contributions and distributions. Adverse tax consequences may result from

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contributions in excess of specified limits; distributions prior to age 59 1/2
(subject to certain exceptions); distributions that do not conform to
specified commencement and minimum distribution rules; aggregate distributions
in excess of a specified annual amount; and in other specified circumstances.
Some retirement plans are subject to distribution and other requirements that
are not incorporated into our Policy administration procedures. Owners,
participants and beneficiaries are responsible for determining that
contributions, distributions and other transactions with respect to the
Policies comply with applicable law.

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

Individual Retirement Annuities. In order to qualify as a Traditional
individual retirement annuity under Section 408(b) of the Code, a Policy must
contain certain provisions: (i) the Owner must be the Annuitant; (ii) the
Policy generally is not transferable by the Owner, e.g., the Owner may not
designate a new Owner, designate a Contingent Owner or assign the Policy as
collateral security; (iii) the total Premium Payments for any calendar year
may not exceed $2,000, except in the case of a rollover amount or contribution
under Section 402(c), 403(a)(4), 403(b)(8) or 408(d)(3) of the Code; (iv)
Annuity Payments or withdrawals must begin no later than April 1 of the
calendar year following the calendar year in which the Annuitant attains age
70 1/2; (v) an Annuity Payment Option with a Period Certain that will
guarantee Annuity Payments beyond the life expectancy of the Annuitant and the
Beneficiary may not be selected; and (vi) certain payments of Death Benefits
must be made in the event the Annuitant dies prior to the distribution of the
Policy Value. Policies intended to qualify as a Traditional individual
retirement annuities under Section 408(b) of the Code contain such provisions.

Section 408 of the Code also indicates that no part of the funds for a
Traditional individual retirement account or annuity ("IRA") should be
invested in a life insurance contract, but the regulations thereunder allow
such funds to be invested in an annuity contract that provides a death benefit
that equals the greater of the premiums paid or the cash value for the
contract. The Policy provides an enhanced death benefit that could exceed the
amount of such a permissible death benefit, but it is unclear to what extent
such an enhanced death benefit could disqualify the Policy under Section 408
of the Code. The Internal Revenue Service has not reviewed the Policy for
qualification as an IRA, and has not addressed in a ruling of general
applicability whether an enhanced death benefit provision, such as the
provision in the Policy, comports with IRA qualification requirements.

Roth Individual Retirement Annuities (Roth IRA). The Roth IRA, under Section
408A of the Code, contains many of the same provisions as a Traditional IRA.
However, there are some differences. First, the contributions are not
deductible and must be made in cash or as a rollover

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or transfer from another Roth IRA or other IRA. A rollover from or conversion
of an IRA to a Roth IRA may be subject to tax and other special rules may
apply. You should con"sult a tax adviser before combining any converted
amounts with any other Roth IRA contributions, including any other conversion
amounts from other tax years. The Roth IRA is available to individuals with
earned income and whose adjusted gross income is under $110,00 for single
filers, $160,000 for married filing jointly, and $10,000 for married filing
separately. The amount per individual that may be contributed to all IRAs
(Roth and Traditional) is $2,000. Secondly, the distributions are taxed
differently. The Roth IRA offers tax-free distributions when made from assets
which have been held in the account for 5 tax years and are made after
attaining age 59 1/2, to pay for qualified first time homebuyer expenses
(lifetime maximum of $10,000) or due to death or disability. All other
distributions are subject to income tax when made from earnings and may be
subject to a premature withdrawal penalty tax unless an exception applies.
Unlike the Traditional IRA, there are no minimum required distributions during
lifetime; however, required distributions at death are the same.

Section 403(b) Plans. Under Section 403(b) of the Code, payments made by
public school systems and certain tax exempt organizations to purchase
Policies for their employees are excludable from the gross income of the
employee, subject to certain limitations. However, such payments may be
subject to FICA (Social Security) taxes. Additionally, in accordance with the
requirements of the Code, Section 403(b) annuities generally may not permit
distribution of (i) elective contributions made in years beginning after
December 31, 1988, and (ii) earnings on those contributions and (iii) earnings
on amounts attributed to elective contributions held as of the end of the last
year beginning before January 1, 1989. Distributions of such amounts will be
allowed only upon the death of the employee, on or after attainment of age 59
1/2, separation from service, disability, or financial hardship, except that
income attributable to elective contributions may not be distributed in the
case of hardship.

Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans. Sections
401(a) and 403(a) of the Code permit corporate employers to establish various
types of retirement plans for employees and self-employed individuals to
establish qualified plans for themselves and their employees. Such retirement
plans may permit the purchase of the Policies to accumulate retirement
savings. Adverse tax consequences to the plan, the participant or both may
result if the Policy is assigned or transferred to any individual as a means
to provide benefit payments.

Deferred Compensation Plans. Section 457 of the Code, while not actually
providing for a qualified plan as that term is normally used, provides for
certain deferred compensation plans with respect to service for state
governments, local governments, political sub-divisions, agencies,
instrumentalities and certain affiliates of such entities and tax exempt
organizations which enjoy special treatment. The Policies can be used with
such plans. Under such plans a participant may specify the form of

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investment in which his or her participation will be made. All such
investments, however, are owned by, and are subject to, the claims of the
general creditors of the sponsoring employer. Depending on the terms of the
particular plan, the employer may be entitled to draw on deferred amounts for
purposes unrelated to its Section 457 plan obligations. In general, all
amounts received under a Section 457 plan are taxable and are subject to
federal income tax withholding as wages.

Non-natural Persons. Pursuant to Section 72(u) of the Code, an annuity
contract held by a taxpayer other than a natural person generally will not be
treated as an annuity contract under the Code; accordingly, an Owner who is
not a natural person will recognize as ordinary income for a taxable year the
excess of (i) the sum of the Policy Value as of the close of the taxable year
and all previous distributions under the Policy over (ii) the sum of the
Premium Payments paid for the taxable year and any prior taxable year and the
amounts includable in gross income for any prior taxable year with respect to
the Policy. For these purposes, the Policy Value at year end may have to be
increased by any positive Excess Interest Adjustment which could result from a
full surrender at such time. There is, however, no definitive guidance on the
proper tax treatment of Excess Interest Adjustments, and the owner should
contact a competent tax adviser with respect to the potential tax consequences
of an Excess Interest Adjustment. Notwithstanding the preceding sentences in
this paragraph, Section 72(u) of the Code does not apply to (i) a Policy the
nominal Owner of which is not a natural person but the beneficial Owner of
which is a natural person, (ii) a Policy acquired by the estate of a decedent
by reason of such decedent's death, (iii) a Qualified Policy (other than one
qualified under Section 457) or (iv) a single-payment annuity the Annuity
Commencement Date for which is no later than one year from the date of the
single Premium Payment; instead, such Policies are taxed as described above
under the heading "Taxation of Annuities."

Possible Changes in Taxation. In past years, legislation has been proposed
in the U.S. Congress that would have adversely modified the federal taxation
of certain annuities. For example, one such proposal would have changed the
tax treatment of non-qualified annuities that did not have "substantial life
contingencies" by taxing income as it is credited to the annuity. Although as
of the date of this Prospectus Congress was not actively considering any
legislation regarding the taxation of annuities, there is always the
possibility that the tax treatment of annuities could change by legislation or
other means (such as IRS regulations, revenue rulings, judicial decisions,
etc.). Moreover, it is also possible that any change could be retroactive
(that is, effective prior to the date of the change).

For example: Federal budget proposals announced by the Clinton
administration February 2, 1998, call for amendments to the tax laws that
would affect purchasers and owners of annuities. If enacted as proposed, the
provisions would treat as taxable exchanges the following currently non-
taxable transactions involving variable annuities:

. The exchange of a non variable contract for a variable contract;

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. Any exchange of a variable contract; and

. The transfer of funds among the Mutual Fund Account investment options
or the Fixed Account and the Target Account.

The proposal would also reduce an Owner's "investment in the contract" by
the amount of the "mortality and expense charges," including:

. An assumed mortality and expense risk charge for deferred annuity
contracts at a rate of 1.25% of the average annual cash value.
"Investment in the contract" would not be reduced by this assumed
mortality and expense charge, if and to the extent, that the Owner
elects a life annuity, at guaranteed purchase rates.

The actions described are proposed to become effective for contracts issued
or "materially changed" after the date of the first Congressional committee
action. There can be no assurance whether the measures will be enacted as
proposed, or whether alternative or substitute provisions may be enacted
regarding the same matters.

DISTRIBUTOR OF THE POLICIES

AFSG Securities Corporation, 400 West Market Street, Louisville, KY 40202,
an affiliate of PFL, is the principal underwriter of the Policies. AFSG
Securities Corporation has entered or will enter into one or more contracts
with various broker-dealers for the distribution of the Policies. Commissions
on Policy sales are paid to dealers. Commissions payable to broker-dealers
will be up to 6% of Premium Payments, or 5% plus an annual continuing fee
based on Policy Values. In addition, certain broker-dealers may receive
additional commissions, expense allowances and additional annual continuing
fees based upon sales volume, agent or service training responsibilities, and
other factors. The Distribution Financing Charge will be used by PFL to
support these activities and reimbursements. These commissions are not
deducted from Premium Payments, they are paid by PFL.

The Target Account has adopted a distribution plan in accordance with Rule
12b-1 under the 1940 Act for the Distribution Financing Charge (the
"Distribution Plan"). The Distribution Plan has been approved by a majority of
the disinterested members of the Board of Managers of the Target Account. The
Distribution Plan is designed to partially compensate PFL for the cost of
distributing the Policies. Charges under the Distribution Plan will be used to
support marketing efforts, training of representatives and reimbursement of
expenses incurred by broker-dealers who sell the Policies, and will be based
on a percentage of the daily net assets of the Target Account. The
Distribution Plan may be terminated at any time by a vote of a majority of the
disinterested members of the Target Account's Board of Managers, or by a vote
of the majority of its outstanding shares. (See "CHARGES AND DEDUCTIONS--
Distribution Financing Charge," p. 57.)

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VOTING RIGHTS

THE MUTUAL FUND ACCOUNT

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

Before the Annuity Commencement Date, you hold the voting interest in the
selected Portfolios. The number of votes that you have the right to instruct
will be calculated separately for each Subaccount. The number of votes that
you have the right to instruct for a particular Subaccount will be determined
by dividing your Policy Value in the Subaccount by the net asset value per
share of the corresponding Portfolio in which the Subaccount invests.
Fractional shares will be counted.

After the Annuity Commencement Date, the person receiving Annuity Payments
has the voting interest, and the number of votes decreases as Annuity Payments
are made and as the reserves for the Policy decrease. The person's number of
votes will be determined by dividing the reserve for the Policy allocated to
the applicable Subaccount by the net asset value per share of the
corresponding Portfolio. Fractional shares will be counted.

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

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

THE TARGET ACCOUNT

The Target Account is the legal owner of the common stock held in the
Subaccounts and as such has the right to vote upon any matter that may be
voted by shareholders. However, you or persons receiving income payments may
vote on certain aspects of the governance of the Subaccounts. Matters on which
persons holding voting interests may vote include the following: (1) approval
of any change in the investment advisory agreement

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corresponding to a Subaccount; (2) any change in the fundamental investment
policies of a Subaccount; or (3) any other matter requiring a vote of persons
holding voting interests in the Subaccount. With respect to approval of the
investment advisory agreements or any change in a fundamental investment
policy, Policy Owners participating in that Subaccount will vote separately on
the matter pursuant to the requirements of Rule 18f-2 under the 1940 Act.

Before the Annuity Commencement Date, you hold the voting interest in the
selected Subaccounts. The number of votes that you have will be calculated
separately for each Subaccount. The number of votes that you have for a
Subaccount will be determined by dividing your Policy Value in the Subaccount
into the total assets of the Subaccount and multiplying this by the total
number of votes.

After the Annuity Commencement Date, the person receiving Annuity Payments
has the voting interest, and the number of votes decreases as Annuity Payments
are made and as the reserves for the Policy decrease. The person's number of
votes will be determined by dividing the reserve for the Policy allocated to
the applicable Subaccount into the total assets of the Subaccount and
multiplying this by the total number of votes.

PFL does not intend to hold annual or other periodic meetings of Policy
Owners. PFL will solicit proxies by sending you or other persons entitled to
vote written requests for proxies prior to the vote. Where timely proxies are
not received, the voting interests will be voted in proportion to the proxies
that are received with respect to all Policies participating in the same
Subaccount.

PFL may, if required by state insurance officials, disregard proxies which
would require voting to cause a change in the subclassification or investment
objectives or policies of one or more of the Subaccounts, or to approve or
disapprove an investment adviser or principal underwriter for one or more of
the Subaccounts. In addition, PFL may disregard proxies that would require
changes in the investment objectives or policies of any Subaccount or in an
investment adviser or principal underwriter, if PFL reasonably disapproves
those changes in accordance with applicable federal regulations. If PFL
disregards proxies, it will advise those persons who may give proxies of that
action and its reasons for the action in the next semiannual report.

YEAR 2000 MATTERS

In October, 1996, PFL adopted and presently has in place a Year 2000
Assessment and Planning Project (the "Plan") to review and analyze exiting
hardware and software systems, as well as voice and data communications
systems, to determine if they are Year 2000 compatible. The Plan provides for
a management process which ensures that when a particular system, or software
application, is determined to be "non-compliant" the proper steps are in place
to either remedy the "non-compliance" or cease using the

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particular system or software. The Plan also provides that the Chief
Information Officer report to the Board of Directors as to the status of the
efforts under the Plan on a regular and routine basis. PFL has engaged the
services of a third-party provider that is specialized in Year 2000 issues to
work on the project.

The Plan has four specific objectives (1) develop an inventory of all
applications; (2) evaluate all applications in the inventory to determine the
most prudent manner to move them to Year 2000 compliance, if required; (3)
estimate budgets, resources and schedules for the migration of the "affected"
applications to year 2000 compliance; and (4) define testing and deployment
requirements to successfully manage validation and re-deployment of any
changed code. It is anticipated that all compliance issues will be resolved by
December 1998.

As of the date of this Prospectus, PFL has identified and made available
what it believes are the appropriate resources of hardware, people, and
dollars, including the engagement of outside third parties, to ensure that the
Plan will be completed.

The Year 2000 computer problem, and its resolution, is complex and
multifaceted, and the success of a response plan cannot be conclusively known
until the Year 2000 is reached (or an earlier date to the extent that the
systems or equipment addresses Year 2000 data prior to the Year 2000). Even
with appropriate and diligent pursuit of a well-conceived response plan,
including testing procedures, there is no certainty that any company will
achieve complete success. Further, notwithstanding its efforts or results,
PFL's ability to function unaffected to and through the Year 2000 may be
adversely affected by actions (or failure to act) of third parties beyond
knowledge or control.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Mutual Fund Account or the
Target Account is a party or to which the assets of the Accounts are subject.
PFL, like other life insurance companies, is a defendant in lawsuits. In some
class action and other lawsuits involving insurers, substantial damages have
been sought and/or material settlement payments have been made. Although the
outcome of any litigation cannot be predicted with certainty, PFL believes
that at the present time there are no pending or threatened lawsuits that are
reasonably likely to have a material adverse impact on the Mutual Fund
Account, the Target Account or PFL.

HISTORICAL PERFORMANCE DATA OF THE
MUTUAL FUND ACCOUNT

The following is a discussion of the historical performance data for the
Mutual Fund Account. A discussion of the historical performance data for the
Target Account is found in Part III of this Prospectus.

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STANDARDIZED PERFORMANCE DATA

From time to time, PFL may advertise historical yields and total returns for
the Subaccounts of the Mutual Fund Account. In addition, PFL may advertise the
effective yield of the Subaccount investing in the Endeavor Money Market
Portfolio (the "Endeavor Money Market Subaccount"). These figures will be
calculated according to standardized methods prescribed by the SEC. They will
be based on historical earnings and are not intended to indicate future
performance.

ENDEAVOR MONEY MARKET SUBACCOUNT

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

OTHER SUBACCOUNTS

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

The total return of a Subaccount refers to return quotations assuming an
investment under a Policy has been held in the Subaccount for various periods
of time including, but not limited to, a period measured from the date the
Subaccount commenced operations. When a Subaccount has been in operation for
one, five, and ten years, respectively, the total return for these periods
will be provided. The total return quotations for a Subaccount will represent
the average annual compounded rates of return that equate an initial
investment of $1,000 in the Subaccount to the redemption value of that
investment as of the first day of each of the periods for which total return
quotations are provided.

The yield and total return calculations for a Subaccount do not reflect the
effect of any premium taxes that may be applicable to a particular Policy. To
the extent that any or all of a premium tax is applicable to a particular
Policy, the yield and/or total return of that Policy will be reduced. For
additional information regarding yields and total returns calculated using the
standard formats briefly summarized above, please refer to the Statement of
Additional Information, a copy of which may be obtained from the
Administrative and Service Office upon request.

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Based on the method of calculation described in the Statement of Additional
Information, the average annual total returns for periods from inception of
the Subaccounts to December 31, 1997, and for the one and five year periods
ended December 31, 1997 are shown below.

AVERAGE ANNUAL TOTAL RETURNS

5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS INCEPTION OF THE SUBACCOUNT
ENDED ENDED SUBACCOUNT TO INCEPTION
SUBACCOUNT 12/31/97 12/31/97 12/31/97 DATE
- ---------- --------- ---------- ---------------- -----------------
<S> <C> <C> <C> <C>
Endeavor Asset
Allocation............. April 8, 1991
T. Rowe Price
International
Stock(/1/) April 8, 1991
Endeavor Value Equity... May 27, 1993
Dreyfus Small Cap
Value.................. May 4, 1993
Dreyfus U.S. Government
Securities............. May 9, 1994
T. Rowe Price Equity
Income................. January 3, 1995
T. Rowe Price Growth
Stock.................. January 3, 1995
Endeavor Opportunity
Value.................. November 18, 1996
Endeavor Enhanced
Index.................. May 1, 1997
Endeavor Select
50(/2/)................ February 2, 1998
Endeavor High
Yield(/3/)............. N/A
WRL Growth.............. July 1, 1992
</TABLE>

Return of Premium Death Benefit (Total Mutual Fund Account Annual Expenses:
1.40%)

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS INCEPTION OF THE SUBACCOUNT
ENDED ENDED SUBACCOUNT TO INCEPTION
SUBACCOUNT 12/31/97 12/31/97 12/31/97 DATE
- ---------- -------- ---------- ---------------- -----------------
<S> <C> <C> <C> <C>
Endeavor Asset
Allocation............. April 8, 1991
T. Rowe Price
International Stock
(/1/).................. April 8, 1991
Endeavor Value Equity... May 27, 1993
Dreyfus Small Cap
Value.................. May 4, 1993
Dreyfus U.S. Government
Securities............. May 9, 1994
T. Rowe Price Equity
Income................. January 3, 1995
T. Rowe Price Growth
Stock.................. January 3, 1995
Endeavor Opportunity
Value.................. November 18, 1996
Endeavor Enhanced
Index.................. May 1, 1997
Endeavor Select
50(/2/)................ February 2, 1998
Endeavor High
Yield(/3/)............. N/A
WRL Growth.............. July 1, 1992
</TABLE>

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<PAGE>

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

(/1/)Effective January 1, 1995, Rowe-Price Fleming International, Inc. became
the Adviser to the T. Rowe Price International Stock Portfolio. The
Portfolio's name was changed from the Global Growth Portfolio and the
Portfolio's shareholders approved a change in investment objective from
investments in small capitalization companies on a global basis to
investments in a broad range of companies on an international basis (i.e.,
non-U.S. companies).

(/2/)The Endeavor Select 50 Portfolio began operations on February 2, 1998,
therefore comparable information is not available.

(/3/)The Endeavor High Yield Portfolio is expected to commence operations on or
about the date of this Prospectus, therefore comparable information is not
available.

The figures for the "five year" and "from inception" periods in the above
tables reflect waiver of advisory fees and reimbursement of other expenses for
all portfolios except the T. Rowe Price Equity Income Portfolio and T. Rowe
Price Growth Stock Portfolio. In the absence of such waivers, the average
annual total return figures above for the from the five year and from
inception periods would have been lower.

NON-STANDARDIZED PERFORMANCE DATA

PFL may from time to time also advertise or disclose average annual total
return or other performance data in non-standard formats for a Subaccount of
the Mutual Fund Account. The non-standard performance data may assume that no
Surrender Charge is applicable, and may also make other assumptions such as
the amount invested in a Subaccount, differences in time periods to be shown,
or the effect of partial withdrawals or annuity payments.

All non-standard performance data will be advertised only if the standard
performance data is also disclosed. For additional information regarding the
calculation of other performance data, please refer to the Statement of
Additional Information, a copy of which may be obtained from the
Administrative and Service Office upon request.

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<PAGE>

The following non-standardized average annual total return figures are based
on the assumption that the Policy is not surrendered, and therefore the
Surrender Charge is not imposed.

AVERAGE ANNUAL TOTAL RETURNS--ASSUMING NO SURRENDER CHARGE

5% Annually Compounding Death Benefit or Double Enhanced Death Benefit (Total
Mutual Fund Account Annual Expenses: 1.55%)

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS INCEPTION OF THE SUBACCOUNT
ENDED ENDED SUBACCOUNT TO INCEPTION
SUBACCOUNT 12/31/97 12/31/97 12/31/97 DATE
- ---------- -------- ---------- ---------------- -----------------
<S> <C> <C> <C> <C>
Endeavor Asset
Allocation............. April 8, 1991
T. Rowe Price
International
Stock(/1/)............. April 8, 1991
Endeavor Value Equity... May 27, 1993
Dreyfus Small Cap
Value.................. May 4, 1993
Dreyfus U.S. Government
Securities............. May 9, 1994
T. Rowe Price Equity
Income................. January 3, 1995
T. Rowe Price Growth
Stock.................. January 3, 1995
Endeavor Opportunity
Value.................. November 18, 1996
Endeavor Enhanced
Index.................. May 1, 1997
Endeavor Select
50(/2/)................ February 2, 1998
Endeavor High
Yield(/3/)............. N/A
WRL Growth.............. July 1, 1992

Return of Premium Death Benefit (Total Mutual Fund Account Annual Expenses:
1.40%)

<CAPTION>
ONE YEAR FIVE YEARS INCEPTION OF THE SUBACCOUNT
ENDED ENDED SUBACCOUNT TO INCEPTION
SUBACCOUNT 12/31/97 12/31/97 12/31/97 DATE
- ---------- -------- ---------- ---------------- -----------------
<S> <C> <C> <C> <C>
Endeavor Asset
Allocation............. April 8, 1991
T. Rowe Price
International
Stock(/1/)............. April 8, 1991
Endeavor Value Equity... May 27, 1993
Dreyfus Small Cap
Value.................. May 4, 1993
Dreyfus U.S. Government
Securities............. May 9, 1994
T. Rowe Price Equity
Income................. January 3, 1995
T. Rowe Price Growth
Stock.................. January 3, 1995
Endeavor Opportunity
Value.................. November 18, 1996
Endeavor Enhanced
Index.................. May 1, 1997
Endeavor Select
50(/2/)................ February 2, 1998
Endeavor High
Yield(/3/)............. N/A
WRL Growth.............. July 1, 1992
</TABLE>
- ----------------------------------
(/1/)Effective January 1, 1995, Rowe-Price Fleming International, Inc. became
the Adviser to the T. Rowe Price International Stock Portfolio.

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<PAGE>

The Portfolio's name was changed from the Global Growth Portfolio and the
Portfolio's shareholders approved a change in investment objective from
investments in small capitalization companies on a global basis to
investments in a broad range of companies on an international basis (i.e.,
non-U.S. companies).
(/2/)The Endeavor Select 50 Portfolio began operations on February 2, 1998,
therefore comparable information is not available.
(/3/)The Endeavor High Yield Portfolio is expected to commence operations on or
about the date of this Prospectus, therefore comparable information is not
available.

ENDEAVOR HIGH YIELD, ENDEAVOR ENHANCED INDEX AND ENDEAVOR SELECT 50 PORTFOLIOS

The Endeavor High Yield Portfolio is new and therefore does not have
historical performance data. The Enhanced Index Portfolio and the Endeavor
Select 50 Portfolio commenced operations on May 2, 1997 and February 2, 1998,
respectively, and therefore these Portfolios do not have significant
historical performance data. However, their investment managers
( , J.P. Morgan Investment Management Inc., and
Montgomery Asset Management, LLC, respectively) have experience managing
similar portfolios with substantially the same investment objectives and
policies. Historical performance data showing the results the investment
managers achieved for those other portfolios is in the prospectus for the
Endeavor Series Trust, which is included with this Prospectus. See
"Performance Information" in the Endeavor Series Trust's prospectus. That
performance information in the Endeavor Series Trust's prospectus does not
take into account the fees and charges under the Policy; if those fees and
charges were reflected, the investment returns would be lower.

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<PAGE>

PART III

THE TARGET ACCOUNT

INTRODUCTION. Part III gives further background information on the Target
Account, the DJIA Target 10 Subaccount and the DJIA Target 5 Subaccount,
including their management and investment strategies and policies.

THE TARGET ACCOUNT

TARGET ACCOUNT DEFINITIONS

Adviser--First Trust Advisers L.P., the investment adviser to the Target
Account.

Annual Stock Selection Date--The last Business Day of a specified 12-month
period.

Common Shares--The common stock held in a Target Subaccount, selected
according to specified investment criteria.

DJIA--The Dow Jones Industrial Average. Thirty stocks chosen by the editors
of The Wall Street Journal as representative of the broad market and of
American industry.

Initial Stock Selection Date--June 30, 1998.

GENERAL

The Target Account is a managed separate account and currently is divided
into two Subaccounts. Additional Subaccounts may be established in the future
at the discretion of PFL. Each Subaccount invests according to specific
investment strategies. Under Iowa law, the assets of the Target Account are
owned by PFL, but they are held separately from the other assets of PFL. To
the extent that these assets are attributable to the Policy Value of the
Policies, these assets are not chargeable with liabilities incurred in any
other business operation of PFL. Income, gains, and losses incurred on the
assets in a Subaccount of the Target Account, whether or not realized, are
credited to or charged against that Subaccount without regard to other income,
gains or losses of any other Account or Subaccount of PFL. Each Subaccount
operates as a separate investment fund. Therefore, the investment performance
of any Subaccount should be entirely independent of the investment performance
of PFL's general account assets or any other Account or Subaccount maintained
by PFL.

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<PAGE>

5 Subaccount are non-diversified Subaccounts of the Target Account. The
investments and administration of each managed Subaccount are under the
direction of a Board of Managers. The Board of Managers for each Subaccount
annually selects an independent public accountant, reviews the terms of the
management and investment advisory agreements, recommends any changes in the
fundamental investment policies, and takes any other actions necessary in
connection with the operation and management of the Subaccounts.

Management of the Target Account. Endeavor Investment Advisers (the
"Manager"), an investment adviser registered with the SEC under the Investment
Advisers Act of 1940 (the "Advisers Act"), is the Target Account's manager.
The Manager performs administerial and managerial functions for the Target
Account. (see "The Mutual Fund Account," supra.) First Trust Advisers L.P.
(the "Adviser" or "First Trust"), an Illinois limited partnership formed in
1991 and an investment adviser registered with the SEC under the Advisers Act,
is the Target Account's investment adviser. The Adviser's address is 1001
Warrenville Road, Lisle, Illinois 60532. First Trust Advisers L.P. is a
limited partnership with one limited partner, Grace Partners of Dupage L.P.,
and one general partner, Nike Securities Corporation. Grace Partners of Dupage
L.P. is a limited partnership with one general partner, Nike Securities
Corporation, and a number of limited partners (none of whom have more than a
25% interest). Nike Securities Corporation is an Illinois corporation
controlled Robert Donald Van Kampen. The Adviser is responsible for selecting
the investments of each Subaccount consistent with the investment objectives
and policies of that Subaccount, and will conduct securities trading for the
Subaccount.

At December 31, 1997, and as of the date of this Prospectus, the Target
Subaccounts had not commenced operations. However, the Adviser is also the
portfolio supervisor of certain unit investment trusts sponsored by Nike
Securities L.P. ("Nike Securities") which are substantially similar to the
Target Subaccounts in that they have the same investment objectives as the
Subaccounts but have a life of approximately one year. Nike Securities
specializes in the underwriting, trading and distribution of unit investment
trusts and other securities. Nike Securities, an Illinois limited partnership
formed in 1991, acts as sponsor for successive series of The First Trust
Combined Series, The First Trust Special Situations Trust, the First Trust
Insured Corporate Trust, The First Trust of Insured Municipal Bonds and the
First Trust GNMA. First Trust introduced the first insured unit investment
trust in 1974 and to date more than $11 billion in First Trust unit investment
trusts have been deposited.

Management Fee. For its services to the Target Account, the Manager is paid
a fee of 0.75% of the average daily net assets of each Target Subaccount. For
its services to the Target Account, the Adviser is paid a fee equal to 0.35%
of the average daily net assets of each Target Subaccount. This fee is paid by
the Manager.

Operating Expenses. In addition to the management fees, the Target Account
pays all expenses not assumed by the Manager, including, without

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limitation, expenses for legal, accounting and auditing services, interest,
taxes, costs of printing and distributing reports to shareholders, proxy
materials and prospectuses, charges of its custodian, transfer agent and
dividend disbursing agent, registration fees, fees and expenses of the Board
of Managers who are not affiliated persons of the Manager or an Adviser,
insurance, brokerage costs, litigation, and other extraordinary or
nonrecurring expenses. All general Target Account expenses are allocated among
and charged to the assets of the Target Subaccounts on a basis that the Board
of Managers deems fair and equitable, which may be on the basis of relative
net assets of each Target Subaccount or the nature of the services performed
and relative applicability to each Target Subaccount. The Manager has agreed
to limit each Target Subaccount's management fee and operating expenses during
its first year of operations to an annual rate of 1.10% of the Subaccount's
average net assets. (This limit does not include other fees and deductions
such as the Mortality and Expense Risk Fee, Administrative Charge, and
Distribution Financing Charge.)

Portfolio Manager. There is no one individual primarily responsible for
portfolio management decisions for the Target Account. Investments are made
according to the prescribed strategy under the direction of a committee.

INVESTMENT STRATEGY

The DJIA Target 10 Subaccount will invest in the common stock of the ten
companies in the DJIA that have the highest dividend yield as of a specified
business day and hold those stocks for the following 12-month period.

The objective of each Subaccount is to provide an above-average total return
through a combination of dividend income and capital appreciation. Each
Subaccount will function in a similar manner. Each Subaccount will initially
invest in substantially equal amounts in the common stock of the companies
described above for each Subaccount (as held in a Subaccount, such common
stock is referred to as the "Common Shares") determined as of a specified
business day (the "Initial Stock Selection Date"). At the Initial Stock
Selection Date, a percentage relationship among the number of Common Shares in
a Subaccount will be established. When additional funds are deposited into the
Subaccount, additional Common Shares will be purchased in such numbers
reflecting as nearly as practicable the percentage relationship of the number
of Common Shares established at the initial purchase. Sales of Common Shares
by the Subaccount will likewise attempt to replicate the percentage
relationship of Common Shares. The percentage relationship among the number of
Common Shares in the Subaccount should therefore remain stable. However, given
the fact that the

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<PAGE>

market price of such Common Shares will vary throughout the year, the value of
the Common Shares of each of the companies as compared to the total assets of
the Subaccount will fluctuate during the year, above and below the proportion
established on a Stock Selection Date. As of the last Business Day of the
specified 12-month period following each preceding stock selection date
("Annual Stock Selection Date"), a new percentage relationship will be
established among the number of Common Shares described below for each
Subaccount on such date. Common Shares may be sold or new equity securities
bought so that the Subaccount is equally invested in the common stock of each
company meeting the Subaccount's investment criteria. Thus the Subaccount may
or may not hold equity securities of the same companies as the previous year.
Any purchase or sale of additional Common Shares during the year will
duplicate, as nearly as practicable, the percentage relationship among the
number of Common Shares as of the Annual Stock Selection Date since the
relationship among the value of the Common Shares on the date of any
subsequent transactions may be different than the original relationship among
their value.

Each Target Subaccount may have different investment portfolios running
simultaneously for different 12-month periods.

The Target Account may determine to offer additional subaccounts in the
future, which may have different selection criteria or stock selection dates.

Units of both the DJIA Target 10 Subaccount and the DJIA Target 5 Subaccount
have not been designed so that their prices will parallel or correlate with
movements in the DJIA, and it is expected that their prices will not do so.

An investment in a Target Subaccount involves the purchase of a portfolio of
attractive equities with high dividend yields in one convenient purchase.
Investing in the stocks of the DJIA with the highest dividend yields amounts
to a contrarian strategy because these shares are often out of favor. Such
strategy may be effective in achieving a Target Subaccount's investment
objectives because regular dividends are common for established companies and
dividends have accounted for a substantial portion of the total return on
stocks of the DJIA as a group. However, there is no guarantee that either a
Target Subaccount's objective will be achieved or that a Target Subaccount
will provide for capital appreciation in excess of such Target Subaccount's
expenses.

Each Target Subaccount may also invest in futures and options, hold
warrants, and lend its Common Shares.

Tax Limitations. Section 817(h) of the Code provides that in order for a
variable contract which is based on a segregated asset account to qualify as
an annuity contract under the Code, the investments made by such account must
be "adequately diversified" in accordance with Treasury regulations. The
Treasury regulations issued under Section 817(h) (Treas. Reg.(S)1.817-5) apply
a diversification requirement to each of the Subaccounts

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<PAGE>

of the Target Account. To qualify as "adequately diversified," each Subaccount
may have:

(i) No more than 55% of the value of its total assets represented by any
one investment;

(ii) No more than 70% of the value of its total assets represented by
any two investments;

(iii) No more than 80% of the value of its total assets represented by
any three investments; and

(iv) No more than 90% of the value of its total assets represented by
any four investments.

The Target Account, through the Subaccounts, intends to comply with the
diversification requirements of the Treasury. PFL has entered into an
agreement with the Manager, who in turn, has entered into a contract with the
Advisor that requires the Subaccounts to be operated in compliance with the
Treasury regulations. The Adviser reserves the right to depart from either
Target Subaccount's investment strategy in order to meet these diversification
requirements.

THE DOW JONES INDUSTRIAL AVERAGE

The DJIA was first published in The Wall Street Journal in 1896. Initially
consisting of just 12 stocks, the DJIA expanded to 20 stocks in 1916 and to
its present size of 30 stocks on October 1, 1928. The stocks are chosen by the
editors of The Wall Street Journal as representative of the broad market and
of American industry. The companies are major factors in their industries and
their stocks are widely held by individuals and institutional investors.
Changes in the components of the DJIA are made entirely by the editors of The
Wall Street Journal without consultation with the companies, the stock
exchange or any official agency. For the sake of continuity, changes are made
rarely. Most substitutions have been the result of mergers, but from time to
time, changes may be made to achieve a better representation. The components
of the DJIA may be changed at any time, for any reason. Any changes in the
components of the DJIA made after the Initial Stock Selection Date will not
cause a change in the identity of the Common Shares included in a Target
Subaccount, including any equity securities deposited in the Target
Subaccount, except on an Annual Stock Selection Date. The following is a list
of the companies which currently comprise the DJIA.

AT&T Corporation E.I. du Pont de Nemours & Company
Allied Signal Eastman Kodak Company
Aluminum Company of America Exxon Corporation
American Express Company General Electric Company
Boeing Company General Motors Corporation
Caterpillar Inc. Goodyear Tire & Rubber Company
Chevron Corporation Hewlett Packard Company
Coca Cola Company
Walt Disney Company

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<PAGE>

International Business MachinesCorporation
J.P. Morgan & Company, Inc.
International Paper Company Philip Morris Companies, Inc.
Johnson & Johnson Procter & Gamble Company
McDonald's Corporation Sears, Roebuck & Company
Merck & Company, Inc. Travelers Group
Minnesota Mining & ManufacturingCompany Union Carbide Corporation
United Technologies Corporation
Wal Mart Stores Inc.

The Target Account is not sponsored, endorsed, sold or promoted by Dow
Jones. Dow Jones makes no representation or warranty, express or implied, to
the owners of the Target Account or any member of the public regarding the
advisability of purchasing the Target Account. Dow Jones' only relationship to
FTA, Endeavor and PFL is the licensing of certain copyrights, trademarks,
servicemarks and service names of Dow Jones. Dow Jones has no obligation to
take the needs of FTA, Endeavor, PFL or the owners of the Target Account into
consideration in determining, composing or calculating the Dow Jones
Industrial AverageSM. Dow Jones is not responsible for and has not
participated in the determination of the terms and conditions of the Target
Account to be issued, including the pricing or the amount payable under the
contract. Dow Jones has no obligation or liability in connection with the
administration or marketing of the Target Account.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW
JONES INDUSTRIAL AVERAGE SM OR ANY DATA INCLUDED THEREIN AND DOW JONES SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSION, OR INTERRUPTIONS THEREIN. DOW
JONES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY
FTA, ENDEAVOR, PFL, OWNERS OF THE TARGET ACCOUNT OR ANY OTHER PERSON OR ENTITY
FROM THE USE OF THE DOW JONES INDUSTRIAL AVERAGESM OR ANY DATA INCLUDED
THEREIN. DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE WITH RESPECT TO THE DOW JONES INDUSTRIAL AVERAGESM OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW
JONES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL
OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.

INVESTMENT RISKS

THERE IS NOT ASSURANCE THAT ANY SUBACCOUNT WILL ACHIEVE ITS STATED
OBJECTIVE. More detailed information, including a description of each
Subaccount's investment objective and policies and a description of risks
involved in investing in each of the Subaccounts and of each Subaccount's fees
and expenses is contained in the Statement of Additional Information.
INFORMATION CONTAINED IN THE STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ CAREFULLY BEFORE INVESTING IN A SUBACCOUNT OF THE TARGET ACCOUNT.

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<PAGE>

The Subaccounts consist of different issues of equity securities, all of
which are listed on a securities exchange. In addition, each of the companies
whose equity securities are included in a portfolio are actively-traded, well-
established corporations.

Common Shares from time to time may be sold under certain circumstances
described herein. Common Shares, however, will not be sold by a Subaccount to
take advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation or if the Common Shares no longer meet the
criteria by which they were selected for a Subaccount. However, Common Shares
will be sold on or about each Annual Stock Selection Date in accordance with
the Adviser's stock selection strategy.

Whether or not the Common Shares are listed on a securities exchange, the
principal trading market for the Common Shares may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Common
Shares may depend on whether dealers will make a market in the Common Shares.
There can be no assurance that a market will be made for any of the Common
Shares, that any market for the Common Shares will be maintained or that there
will be sufficient liquidity of the Common Shares in any markets made. The
price at which the Common Shares may be sold to meet transfers, partial
withdrawals or surrenders and the value of a Subaccount will be adversely
affected if trading markets for the Common Shares are limited or absent.

Investors should be aware of certain other considerations before making a
decision to invest in a Subaccount. The value of common stocks is subject to
market fluctuations for as long as the common stocks remain outstanding, and
thus, the value of the Common Shares will fluctuate over the life of a
Subaccount and may be more or less than the price at which they were purchased
by such Subaccount. The Common Shares may appreciate or depreciate in value
(or pay dividends) depending on the full range of economic and market
influences affecting these securities, including the impact of the
Subaccounts' purchase and sale of the Common Shares and other factors.

An investment in a Subaccount should be made with an understanding of the
risks which an investment in common stocks entails. In general, the value of
your investment will decline if the financial condition of the issuers of the
common stocks becomes impaired or if the general condition of the relevant
stock market worsens. Common stocks are especially susceptible to general
stock market movements and to volatile increases and decreases of value, as
market confidence in and perceptions of the issuers change. These perceptions
are based on unpredictable factors including expectations regarding
government, economic, monetary and fiscal policies, inflation and interest
rates, economic expansion or contraction, and global or regional political,
economic or banking crises. In addition, due to the objective nature of the
investment selection criteria, Subaccounts may be for certain periods
considered concentrated in various industries. PFL cannot predict the
direction or scope of any of these factors. Common stocks have generally
inferior rights to receive payments from the issuer in comparison with the
rights of creditors of, or holders of debt obligations or preferred

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stocks issued by, the issuer. Moreover, common stocks do not represent an
obligation of the issuer and therefore do not offer any assurance of income or
provide the degree of protection of capital provided by debt securities.

An investment in the DJIA Target 5 Subaccount may subject you to additional
risk due to the relative lack of diversity in its portfolio since the
portfolio contains only five stocks. Therefore, the DJIA Target 5 Subaccount
may be subject to greater market risk than other subaccounts which contain a
more diversified portfolio of securities. Each Subaccount is not actively
managed and common shares will not be sold to take advantage of market
fluctuations or changes in anticipated rates of appreciation. Finally, each
strategy has under performed the DJIA in certain years.

PFL, the Manager and the Adviser shall not be liable in any way for any
default, failure or defect in any Common Share.

To the best of the Adviser's knowledge, there is no litigation pending as of
the date of the Prospectus with respect to any equity security which might
reasonably be expected to have a material adverse effect on the Subaccounts.
At any time after the date of the Prospectus, litigation may be instituted on
a variety of grounds with respect to the Common Shares. PFL is unable to
predict whether any such litigation will be instituted, or if instituted,
whether such litigation might have a material adverse effect on the
Subaccounts.

Legislation. Further, at any time after the date of the Prospectus,
legislation may be enacted that could negatively affect the Common Shares in
the Subaccounts or the issuers of the Common Shares. Changing approaches to
regulation, particularly with respect to the environment or with respect to
the petroleum industry, may have a negative impact on certain companies
represented in the Subaccounts. There can be no assurance that future
legislation, regulation or deregulation will not have a material adverse
effect on the Subaccounts or will not impair the ability of the issuers of the
Common Shares to achieve their business goals.

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PERFORMANCE INFORMATION

TARGET STRATEGIES--PERFORMANCE DATA

At December 31, 1997 and as of the date of this Prospectus, the Target
Subaccounts had not commenced operations. However, certain aspects of the
investment strategies can be demonstrated using historical data.

The following table contains three columns that show the performance of:

Column One:the Ten Highest Dividend Yielding Stocks Strategy for the DJIA;

Column Two:Five Lowest Priced Stocks of the Ten Highest Dividend Yielding
Stocks Strategies in the DJIA; and

Column Three:the performance of the DJIA.

The returns shown in the following table and graphs are not guarantees of
future performance and should not be used as predictors of returns to be
expected in connection with a Subaccount. Both stock prices (which may
appreciate or depreciate) and dividends (which may be increased, reduced or
eliminated) will affect the returns. Each strategy under performed its
respective index in certain years. Accordingly, there can be no assurance that
a Subaccount will outperform its respective index over the life of a
Subaccount or over consecutive rollover periods, if available.

An investor in a Subaccount would not necessarily realize as high a total
return on an investment in the stocks upon which the hypothetical returns are
based for the following reasons: the total return figures shown do not reflect
brokerage commissions, Subaccount expenses or taxes; the Subaccounts are
established at different times of the year; and the Subaccounts may not be
fully invested at all times or equally weighted in all stocks comprising a
strategy. If the above-mentioned charges were reflected in the hypothetical
returns, the returns would be lower than those presented here. (See "CHARGES
AND DEDUCTIONS," p. 55.)

-84-
<PAGE>

COMPARISON OF TOTAL RETURN(/2/)

<TABLE>
<CAPTION>
INDEX
STRATEGY TOTAL RETURNS TOTAL RETURNS
-------------------------------------------------- -------------
5 LOWEST PRICED OF
10 HIGHEST DIVIDEND THE 10 HIGHEST
YEAR YIELDING STOCKS(/1/) DIVIDEND YIELDING STOCKS(/1/) DJIA
- ---- -------------------- ----------------------------- -------------
<S> <C> <C> <C>
1973.......... 4.01% 20.01% (13.20)%
1974.......... (1.02)% (5.40)% (23.64)%
1975.......... 56.10% 64.77% 44.46%
1976.......... 35.18% 40.96% 22.80%
1977.......... (1.95)% 5.49% (12.91)%
1978.......... 0.03% 1.23% 2.66%
1979.......... 13.01% 9.84% 10.60%
1980.......... 27.90% 41.69% 21.90%
1981.......... 7.46% 3.19% (3.61)%
1982.......... 27.12% 43.37% (26.85)%
1983.......... 39.07% 36.38% (25.82)%
1984.......... 6.22% 11.12% 1.29%
1985.......... 29.54% 38.34% 33.28%
1986.......... 35.63% 30.89% 27.00%
1987.......... 5.59% 10.69% 5.66%
1988.......... 24.57% 21.47% 16.03%
1989.......... 26.97% 10.55% 32.09%
1990.......... (7.82)% (15.74)% (0.73)%
1991.......... 34.20% 62.03% 24.19%
1992.......... 7.69% 22.90% 7.39%
1993.......... 27.08% 34.01% 16.87%
1994.......... 4.21% 8.27% 5.03%
1995.......... 36.85% 30.50% 36.67%
1996.......... 28.35% 26.20% 28.71%
1997.......... 21.68% 19.97% 24.82%
</TABLE>
- ----------------------------------

(1) The Ten Highest Dividend Yielding Stocks and the Five Lowest Priced Stocks
of the Ten Highest Dividend Yielding Stocks in the DJIA for any given
period were selected by ranking the dividend yields for each of the stocks
in the index, as of the beginning of the period, and dividing by the
stock's market value on the first trading day on the exchange where that
stock principally trades in the given period.

(2) Total Return represents the sum of the percentage change in market value
of each group of stocks between the first trading day of a period and the
total dividends paid on each group of stocks during the period divided by
the opening market value of each group of stocks as of the first trading
day of a period. Total Return does not take into consideration any sales
charges, commissions, expenses or taxes. Total Return does not take into
consideration any reinvestment of dividend income and all returns are
stated in terms of the United States dollar. Based on the year-by-year
returns contained in the table, over the twenty-five years listed above,
the Ten Highest Dividend Yielding Stocks in the DJIA achieved an average
annual total return of 18.44%, while the

-85-
<PAGE>

Five Lowest Priced Stocks of the Ten Highest Dividend Yielding Stocks in
the DJIA achieved an average annual total return of 21.39%. In addition,
over this period, the individual strategies achieved a greater average
annual total return than that of the DJIA, which was 13.08%. Although each
Target Subaccount seeks to achieve a better performance than the index as
a whole, there can be no assurance that a Target Subaccount will achieve a
better performance.

PAST PERFORMANCE OF THE DJIA

Gross Mountain Chart
<TABLE>
<CAPTION>

Five Lowest Priced Stocks
Ten Highest Dividend of the Ten Highest Dividend
Year Yielding DJIA Stocks Yielding DJIA Stocks DJIA Index
<S> <C> <C> <C>
1973 10,401 12,001 8,680
1974 10,294 11,353 6,629
1975 16,069 18,708 9,576
1976 21,722 26,370 11,759
1977 21,299 27,819 10,242
1978 21,306 28,160 10,514
1979 24,078 30,930 11,629
1980 30,795 43,824 14,175
1981 33,092 45,223 13,663
1982 42,068 64,838 17,332
1983 58,502 88,427 21,808
1984 62,141 98,259 22,090
1985 80,496 135,933 29,442
1986 109,174 177,924 37,391
1987 115,273 196,942 39,508
1988 143,591 239,235 45,843
1989 182,312 264,469 60,554
1990 168,056 222,838 60,109
1991 225,527 361,063 74,647
1992 242,878 443,743 80,160
1993 308,641 594,657 93,681
1994 321,635 643,846 98,395
1995 440,156 840,213 134,480
1996 564,950 1,060,341 173,089
1997 687,429 1,272,137 216,049

</TABLE>

The chart above represents past performance of the DJIA, the Ten Highest
Dividend Yielding DJIA Stocks and the Five Lowest Priced Stocks of the Ten
Highest Yielding DJIA Stocks (but not the DJIA Target 10 Subaccount or the
DJIA Target 5 Subaccount) from January 1, 1973 through December 31, 1997 and
should not be considered indicative of future results. Further, these results
are hypothetical. The chart assumes that all dividends during a year are
reinvested at the end of that year and does not reflect sales charges,
commissions, expenses or taxes. There can be no assurance that either the DJIA
Target 10 Subaccount or the DJIA Target 5 Subaccount will outperform the DJIA.

The calculations of total return assume the reinvestment of all dividends
and capital gains distributions on the reinvestment dates during the period
and the deduction of all recurring expenses that were charged to shareholder
accounts. Investors should not rely on the preceding financial information as
an indication of the past or future performance of the Target Subaccounts.

STANDARDIZED PERFORMANCE DATA

From time to time, PFL may advertise historical total returns for the Target
Subaccounts. These figures will be calculated according to standardized
methods prescribed by the SEC. They will be based on historical earnings and
are not intended to indicate future performance.

-86-
<PAGE>

The total return calculations for a Subaccount do not reflect the effect of
any premium taxes that may be applicable to a particular Policy. To the extent
that any or all of a premium tax is applicable to a particular Policy, the
total return of that Policy will be reduced. For additional information
regarding total returns calculated using the standard formats briefly
summarized above, please refer to the Statement of Additional Information, a
copy of which may be obtained from the Administrative and Service Office upon
request.

NON-STANDARDIZED PERFORMANCE DATA

PFL may from time to time also advertise or disclose average annual total
return or other performance data in non-standard formats for a Target
Subaccount. The non-standard data may assume that the Policy remains in force
and therefore not reflect the Surrender Charge. The non-standard performance
data may make other assumptions such as the amount invested in a Subaccount,
differences in time periods to be shown, or the effect of partial withdrawals
or annuity payments and may also make other assumptions.

PORTFOLIO TURNOVER

It is anticipated that each Target Subaccount's annual rate of portfolio
turnover normally will not exceed 100%. Portfolio turnover for each Target
Subaccount will vary from year to year, and depending on market conditions,
the portfolio turnover rate could be greater in periods of unusual market
movement. A higher turnover rate would result in heavier brokerage commissions
or other transactional expenses which must be borne, directly or indirectly by
each subaccount, and ultimately by you.

STATEMENT OF ADDITIONAL INFORMATION

A Statement of Additional Information is available (at no cost) which
contains more details concerning the subjects discussed in this Prospectus.
The following is the Table of Contents for that Statement:

-87-
<PAGE>

TABLE OF CONTENTS

PART I

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE POLICY--GENERAL PROVISIONS
Owner.................................................................... 4
Entire Policy............................................................ 4
Delay of Payment and Transfers........................................... 4
Misstatement of Age or Sex............................................... 5
Reallocation of Policy Values After the Annuity Commencement Date........ 5
Assignment............................................................... 5
Evidence of Survival..................................................... 6
Non-Participating........................................................ 6
Amendments............................................................... 6
Addition, Deletion, or Substitution of Investments....................... 6
FEDERAL TAX MATTERS........................................................ 7
Tax Status of the Policy................................................. 7
Taxation of PFL.......................................................... 7
INVESTMENT EXPERIENCE...................................................... 8
Accumulation Units....................................................... 8
Annuity Unit Value and Annuity Payment Rates............................. 9
HISTORICAL PERFORMANCE DATA................................................ 11
Money Market Yields...................................................... 11
Other Subaccount Yields.................................................. 12
Total Returns............................................................ 13
Other Performance Data................................................... 14
Adjusted Performance Data--The Mutual Fund Account....................... 14

PART II

THE TARGET ACCOUNT......................................................... 14
What is the Investment Strategy?......................................... 14
Determination of Unit Value; Valuation of Securities..................... 15
MANAGEMENT................................................................. 16
The Board of Managers.................................................... 16
The Investment Advisory Services......................................... 19
The Manager.............................................................. 19
Transfer Agent and Custodian............................................. 20
BROKERAGE ALLOCATION....................................................... 20
INVESTMENT RESTRICTIONS.................................................... 20
Fundamental Policies..................................................... 20
Operating Policies....................................................... 21
Options and Futures Strategies........................................... 21
Securities Lending....................................................... 23
</TABLE>

-88-
<PAGE>

PART III

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
STATE REGULATION OF PFL.................................................... 24
ADMINISTRATION............................................................. 24
RECORDS AND REPORTS........................................................ 24
DISTRIBUTION OF THE POLICIES............................................... 24
OTHER PRODUCTS............................................................. 25
CUSTODY OF ASSETS.......................................................... 25
LEGAL MATTERS.............................................................. 25
OTHER INFORMATION.......................................................... 25
FINANCIAL STATEMENTS....................................................... 25
INDEPENDENT AUDITORS....................................................... 26
</TABLE>

-89-
<PAGE>

APPENDIX A

EXCESS INTEREST ADJUSTMENT(1)

The formula which will be used to determine the Excess Interest Adjustment
(EIA) is:

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

S= Gross amount being withdrawn that is subject to the EIA

G= Guaranteed Interest Rate in effect for the policy

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

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

EXAMPLE 1 (SURRENDER, RATES INCREASE BY 3%):

Single Premium: $50,000

Guarantee Period: 5 Years

Guarantee Rate: 5.50% per annum

Surrender: Middle of Contract Year 3

Policy Value at middle of Contract
Year 3
= 50,000* (1.055) R 2.5 = 57,161.18

Penalty Free Amount at middle of
Contract Year 3
= 57,161.18* .10 = 5,716.12

Amount Subject to EIA = 57,161.18 - 5,716.12 = 51,445.06

EIA Floor = 50,000* (1.03) R 2.5 = 53,834.80

Excess Interest Adjustment

G=.055

C=.085

M=30

Excess Interest Adjustment = S* (G - C)* (M/12)
= 51,445.06* (.055 - .085)* (30/12)
= -3,858.38, but Excess Interest
Adjustment cannot cause the Adjusted
Policy Value to fall below the floor,
so the adjustment is limited to
53,834.80 - 57,161.18
= -3,326.38

Adjusted Policy Value ("APV") =PV + EIA = 57,161.18 + (-3,326.38)
=53,834.80

Surrender Charges = (50,000 - 5,716.12)* .06 = 2,657.03

Net Surrender Value at middle of
Contract Year 3
= 53,834.80 - 2,657.03 = 51,177.77

- ----------------------------------
(1)* represents multiplication;
R represents exponentiation.

A-1
<PAGE>

EXAMPLE 2 (SURRENDER, RATES DECREASE BY 1%):

Single Premium: $50,000

Guarantee Period: 5 Years

Guarantee Rate: 5.50% per annum

Surrender: Middle of Contract Year 3

Policy Value at middle of Contract
Year 3
= 50,000* (1.055) R 2.5 = 57,161.18

Penalty Free Amount at middle of
Contract Year 3
= 57,161.18* .10 = 5,716.12

Amount Subject to EIA = 57,161.18 - 5,716.12 = 51,445.06

EIA Floor = 50,000* (1.03) R 2.5 = 53,834.80

Excess Interest Adjustment

G=.055

C=.045

M=30

Excess Interest Adjustment = S* (G - C)* (M/12)
= 51,445.06* (.055 - .045)* (30/12)
= 1,286.13

Adjusted Policy Value = 57,161.18 + 1,286.13 = 58,447.31

Surrender Charges = (50,000 - 5,716.12)* .06 = 2,657.03

Net Surrender Value at middle of
Contract Year 3
= 58,447.31 - 2,657.03 = 55,790.28

On a Partial Withdrawal, PFL will pay the policy holder the full amount of
withdrawal requested (as long as the Policy Value is sufficient). Amounts
withdrawn will reduce the Policy Value by an amount equal to:

R -E + SC

R= the requested Partial withdrawal;
E= the Excess Interest Adjustment; and
SC= the Surrender Charges on (EPW - E); where
EPW= the Excess Partial Withdrawal amount.

A-2
<PAGE>

EXAMPLE 3 (PARTIAL WITHDRAWAL, RATES INCREASE BY 1%):

Single Premium: $50,000

Guarantee Period: 5 Years

Guarantee Rate: 5.50% per annum

Partial Withdrawal: $20,000; Middle of Contract Year 3

Policy Value at middle of Contract
Year 3
= 50,000* (1.055) R 2.5 = 57,161.18

Penalty Free Amount at middle of
Contract Year 3
= 57,161.18* .10 = 5,716.12

Excess Interest/Surrender Charge (SC) Adjustment

S=20,000 - 5,716.12 = 14,283.88

G=.055

C=.065

M=30

E=14,283.88* (.055 - .065)* (30/12) = - 357.10

EPW=20,000 - 5,716.12 = 14,283.88

SC=.06* (14,283.88 - (- 357.10) = 878.46

Remaining Policy Value at middle
of Contract Year 3
= 57,161.18 - (R - E + SC)
= 57,161.18 - (20,000 - (- 357.10) +
878.46)
= 35,925.62

A-3
<PAGE>

EXAMPLE 4 (PARTIAL WITHDRAWAL, RATES DECREASE BY 1%):

Single Premium: $50,000

Guarantee Period: 5 Years

Guarantee Rate: 5.50% per annum

Partial Withdrawal: $20,000; Middle of Contract Year 3

Policy Value at middle of Contract
Year 3
= 50,000* (1.055) R 2.5 = 57,161.18

Penalty Free Amount at middle of
Contract Year 3
= 57,161.18* .10 = 5,716.12

Excess Interest/Surrender Charge
Adjustment

S=20,000 - 5,716.12 = 14,283.88

G=.055

C=.045

M=30

E=14,283.88* (.055 - .045)* (30/12) = 357.10

EPW=20,000 - 5,716.12 = 14,283.88

SC=.06* (14,283.88 - 357.10) = 835.61

Remaining Policy Value at middle
of Contract Year 3
= 57,161.18 - (R - E + SC)
= 57,161.18 - (20,000 - 357.10 + 835.61)
= 36,682.67

A-4
<PAGE>

APPENDIX B

The dates shown below are the approximate first issue dates of the various
versions of the Policy. These dates will vary by state in many cases. This
Appendix describes certain of the more significant differences in features of
the various versions of the Policy. There may be additional variations. Please
see your actual policy and any attachments for determining your specific
coverage.

<TABLE>
- -------------------------------------------------------------
<S> <C>
Policy Form/Endorsement Approximate First Issue Date
- -------------------------------------------------------------
AV201 101 65 189 (Policy Form) January 1991
- -------------------------------------------------------------
AE830 292 (endorsement) May 1992
- -------------------------------------------------------------
AE847 394 (endorsement) June 1994
- -------------------------------------------------------------
AE871 295 (endorsement) May 1995
- -------------------------------------------------------------
AV254 101 87 196 (Policy Form) June 1996
- -------------------------------------------------------------
AE909 496 (endorsement) June 1996
- -------------------------------------------------------------
AE890 196 (endorsement) June 1996
- -------------------------------------------------------------
AV320 101 99 197 (Policy Form) May 1997
- -------------------------------------------------------------
AE945 197 (endorsement) May 1997
- -------------------------------------------------------------
AV376 101 106 198 (Policy Form) Anticipated: May 1998
- -------------------------------------------------------------
</TABLE>

B-1
<PAGE>

<TABLE>
<CAPTION>
Product AV201 101 65 189 AV201 101 65 189, AV201 101 65 189, AV254 101 87 196, AV320 101 99 197, AV376 101 106 1197,
Feature AE830 292, and AE847 394, and AE909 496, and and AE945 197 and AE 945 197
AE847 394 AE871 295 AE890 196
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Excess Interest N/A N/A N/A yes yes yes
Adjustment
- ---------------------------------------------------------------------------------------------------------------------------------
Guaranteed Total Premiums 5% Annually 5% Annually 5% Annually 5% Annually 5% Annually
Minimum Paid, less any Compounding Compounding Compounding Compounding Compounding
Death partial (Option A). (Option A) or (Option A) or (Option A), (Option A), Double
Benefit withdrawals and Annual Step-Up Annual Step-Up Annual Step-Up Enhanced (Option
Option(s) any surrender (Option B). (Option B). (Option B), or B), or Return of
charges made Option A is only Option A is only Return of Premium (Option
before death, available if available if Premium (Option C). Option A is
accumulated at Owner and Owner and C). Option A is only available if
4% to the date Annuitant are Annuitant are only available Owner and
we receive due both under age both under age if Owner and Annuitant are both
proof of death 75. 75. Annuitant are under age 75.
or the Policy both under age Option B is only
Value on the 75. Option B is available if Owner
date we receive only available and Annuitant are
due proof of if Owner and both under age 81.
death, which Annuitant are
ever is greater. under age 81.
- ---------------------------------------------------------------------------------------------------------------------------------
Guaranteed 1 and 3 year 1 and 3 year 1 and 3 year 1, 3, 5, and 7 1, 3, 5 and 7 1, 3, 5, and 7
Period guaranteed guaranteed guaranteed year guaranteed year guaranteed year guaranteed
Options periods periods periods periods periods periods available.
(available available. available. available. available. available.
in the
Fixed
Account)
- ---------------------------------------------------------------------------------------------------------------------------------
Minimum 4% 4% 4% 3% 3% 3%
effective
annual
interest
rate
applicable
to the
fixed
account
- ---------------------------------------------------------------------------------------------------------------------------------
Asset N/A N/A N/A Yes Yes Yes
Rebalancing
- ---------------------------------------------------------------------------------------------------------------------------------
Death Greater of 1) Greater of (a) Greatest of (a) Greatest of (a) Greatest of (a) Greatest of (a)
Proceeds the Policy Value Policy Value and Annuity Purchase Annuity Purchase Policy Value, Policy Value, (b)
on the date we (b) 5% Annually Value, (b) Cash Value, (b) Cash (b) Cash Value, Cash Value, and
receive due Compounding Value, and (c) Value, and (c) and (c) (c) Guaranteed
proof of death, Death Benefit Guaranteed Guaranteed Guaranteed Minimum Death
or 2) the total Minimum Death Minimum Death Minimum Death Benefit.
premiums paid Benefit Benefit. Benefit.
for this policy,
less any partial
withdrawals and
any surrender
charges made
before death,
accumulated at
4% interest per
annum to the
date we receive
due proof of
death
- ---------------------------------------------------------------------------------------------------------------------------------
Distribution N/A N/A N/A N/A Applicable Applicable
Financing
Charge
</TABLE>

B-2
<PAGE>

B-3
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

THE ENDEAVOR VARIABLE ANNUITY

Issued through

PFL ENDEAVOR VARIABLE
ANNUITY ACCOUNTS

Offered by
PFL LIFE INSURANCE COMPANY

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

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

This statement of additional information expands upon subjects discussed in
the current prospectus for the Endeavor Variable Annuity (the "Policy")
offered by PFL Life Insurance company. You may obtain a copy of the Prospectus
dated May 1, 1998 by calling 1-800-525-6205, or by writing to the
Administrative and Service Office, Financial Markets Division--Variable
Annuity Dept., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001. Terms
used in the current prospectus for the policy are incorporated in this
Statement of Additional Information.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE POLICY AND TARGET
ACCOUNT, ENDEAVOR SERIES TRUST, AND THE GROWTH PORTFOLIO OF THE WRL SERIES
FUND, INC.

Dated: May 1, 1998

- 1 -
<PAGE>

TABLE OF CONTENTS

PART I

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE POLICY--GENERAL PROVISIONS............................................ 4
Owner................................................................... 4
Entire Policy........................................................... 4
Delay of Payment and Transfers.......................................... 5
Misstatement of Age or Sex.............................................. 5
Reallocation of Policy Values After the Annuity Commencement Date....... 5
Assignment.............................................................. 5
Evidence of Survival.................................................... 6
Non-Participating....................................................... 6
Amendments.............................................................. 6
Addition, Deletion, or Substitution of Investments...................... 6
FEDERAL TAX MATTERS....................................................... 7
Tax Status of the Policy................................................ 7
Taxation of PFL......................................................... 7
INVESTMENT EXPERIENCE..................................................... 8
Accumulation Units...................................................... 8
Annuity Unit Value and Annuity Payment Rates............................ 9
HISTORICAL PERFORMANCE DATA............................................... 11
Money Market Yields..................................................... 11
Other Subaccount Yields................................................. 12
Total Returns........................................................... 13
Other Performance Data.................................................. 14
Adjusted Performance Data--The Mutual Fund Account...................... 14

PART II

THE TARGET ACCOUNT........................................................ 14
What is the Investment Strategy?........................................ 14
Determination of Unit Value; Valuation of Securities.................... 15
MANAGEMENT................................................................ 16
The Board of Managers................................................... 16
The Investment Advisory Services........................................ 19
The Manager............................................................. 19
Transfer Agent and Custodian............................................ 20
BROKERAGE ALLOCATION...................................................... 20
INVESTMENT RESTRICTIONS................................................... 20
Fundamental Policies.................................................... 20
Operating Policies...................................................... 21
Options and Futures Strategies.......................................... 21
Securities Lending...................................................... 23

PART III

STATE REGULATION OF PFL................................................... 24
ADMINISTRATION............................................................ 24
RECORDS AND REPORTS....................................................... 24
DISTRIBUTION OF THE POLICIES.............................................. 24
OTHER PRODUCTS............................................................ 25
</TABLE>

- 2 -
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CUSTODY OF ASSETS......................................................... 25
LEGAL MATTERS............................................................. 25
OTHER INFORMATION......................................................... 25
FINANCIAL STATEMENTS...................................................... 25
INDEPENDENT AUDITORS...................................................... 26
</TABLE>

- 3 -
<PAGE>

In order to supplement the description in the Prospectus, the following
provides additional information about the Policy which may be of interest to
you. Part I of this Statement of Additional Information provides additional
information regarding the Policy. Part II of this Statement of Additional
Information (beginning on p. ) provides information regarding the operations
and investment activities of the Target Account, including its investment
policies. Part III provides miscellaneous additional information about PFL and
the Accounts.

PART I

THE POLICY--GENERAL PROVISIONS

OWNER

The Policy shall belong to you, as the Owner, upon issuance of the Policy
after completion of an application and delivery of the initial Premium
Payment. While the Annuitant is living, you may: (1) assign the Policy; (2)
surrender the Policy; (3) amend or modify the Policy with PFL's consent; (4)
receive annuity payments or name a Payee to receive the payments; and (5)
exercise, receive and enjoy every other right and benefit contained in the
Policy. The exercise of these rights may be subject to the consent of any
assignee or irrevocable Beneficiary; and of your spouse in a community or
marital property state.

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

A Successor Owner can be named in the Policy application or information
provided in lieu thereof or in a Written Notice. The Successor Owner will
become the new Owner upon your death, if you predecease the Annuitant. If no
Successor Owner survives you and you predecease the Annuitant, your estate
will become the Owner.

You may change the ownership of the Policy in a Written Notice. When this
change takes effect, all rights of ownership in the Policy will pass to the
new Owner. A change of ownership may have adverse tax consequences.

When there is a change of Owner or Successor Owner, the change will take
effect as of the date the Owner signs the Written Notice, subject to any
payment PFL has made or action PFL has taken before recording the change.
Changing the Owner or naming a new Successor Owner cancels any prior choice of
Successor Owner, but does not change the designation of the Beneficiary or the
Annuitant.

If ownership is transferred (except to your spouse) because you die before
the Annuitant, the Cash Value generally must be distributed to the Successor
Owner within five years of your death, or payments must be made for a period
certain or for the Successor Owner's lifetime so long as any period certain
does not exceed that Successor Owner's life expectancy, if the first payment
begins within one year of your death.

ENTIRE POLICY

The Policy and any endorsements thereon and the Policy application (or
information provided in lieu thereof) constitute the entire contract between
PFL and you. All statements in the application are representations and not
warranties. No statement will cause the Policy to be void or to be used in
defense of a claim unless contained in the application or information provided
in lieu thereof.

- 4 -
<PAGE>

DELAY OF PAYMENT AND TRANSFERS

Payment of any amount due from the Mutual Fund Account or the Target Account
in respect of a surrender, partial withdrawal, the Death Benefit or the death
of the Owner of a Nonqualified Policy generally will occur within seven
business days from the date the Written Notice (and any other required
documentation or information) is received, except that PFL may be permitted to
defer such payment from the Mutual Fund Account or the Target Account if: (1)
the New York Stock Exchange is closed for other than usual weekends or
holidays or trading on the Exchange is otherwise restricted; or (2) an
emergency exists as defined by the Securities and Exchange Commission (the
"SEC") or the SEC requires that trading be restricted; or (3) the SEC permits
a delay for your protection. In addition, transfers of amounts from the
Subaccounts may be deferred under these circumstances.

Certain delays and restrictions apply to transfers of amounts out of the
Fixed Account. See "The Endeavor Accounts--The Fixed Account," p. 33 of the
Prospectus.

MISSTATEMENT OF AGE OR SEX

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

REALLOCATION OF POLICY VALUES AFTER THE ANNUITY COMMENCEMENT DATE

After the Annuity Commencement Date, you may reallocate the value of a
designated number of Annuity Units of a Subaccount of the Mutual Fund Account
("Mutual Fund Subaccount") or of a Subaccount of the Target Account ("Target
Subaccount") then credited to a Policy into an equal value of Annuity Units of
one or more other Mutual Fund Subaccounts, Target Subaccounts, or the Fixed
Account. The reallocation shall be based on the relative value of the Annuity
Units of the Account(s) or Subaccount(s) at the end of the Business Day on the
next payment date. The minimum amount which may be reallocated is the lesser
of (1) $10 of monthly income or (2) the entire monthly income of the Annuity
Units in the Account or Subaccount from which the transfer is being made. If
the monthly income of the Annuity Units remaining in an Account or Subaccount
after a reallocation is less than $10, PFL reserves the right to include the
value of those Annuity Units as part of the transfer. The request must be in
writing to PFL's Administrative and Service Office. There is no charge
assessed in connection with such reallocation. PFL reserves the right to limit
the number of times a reallocation of Annuity Units may be made in any given
Policy Year.

ASSIGNMENT

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

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<PAGE>

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

EVIDENCE OF SURVIVAL

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

NON-PARTICIPATING

The Policy will not share in PFL's surplus earnings; no dividends will be
paid.

AMENDMENTS

No change in the Policy is valid unless made in writing by PFL and approved
by one of PFL's officers. No Registered Representative has authority to change
or waive any provision of the Policy.

PFL reserves the right to amend the Policies to meet the requirements of the
Internal Revenue Code (the "Code"), regulations or published rulings. You can
refuse such a change by giving Written Notice, but a refusal may result in
adverse tax consequences.

ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

PFL cannot and does not guarantee that any of the Portfolios or Subaccounts
will always be available for Premium Payments, allocations, or transfers. PFL
retains the right, subject to any applicable law, to make certain changes in
the Mutual Fund Account and its investments. PFL reserves the right to
eliminate the shares of any Portfolio held by a Mutual Fund Subaccount and to
substitute shares of another Portfolio of the Underlying Funds, or of another
registered open-end management investment company for the shares of any
Portfolio, if the shares of the Portfolio are no longer available for
investment or if, in PFL's judgment, investment in any Portfolio would be
inappropriate in view of the purposes of the Mutual Fund Account. To the
extent required by the 1940 Act, substitutions of shares attributable to your
interest in a Mutual Fund Subaccount will not be made without prior notice to
you and the prior approval of the SEC. PFL retains the right, subject to any
applicable law, to make certain changes in the Target Account and its
investments. PFL reserves the right to eliminate a Target Subaccount if, in
PFL's judgment, investment in any Target Subaccount would be inappropriate in
view of the purposes of the Policy. Nothing contained herein shall prevent the
Mutual Fund Account from purchasing other securities for other series or
classes of variable annuity policies, or from effecting an exchange between
series or classes of variable annuity policies on the basis of your requests.

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

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<PAGE>

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

FEDERAL TAX MATTERS

TAX STATUS OF THE POLICY

Distribution Requirements. The Code requires that Nonqualified Policies
contain specific provisions for distribution of Policy proceeds upon the death
of any Owner. In order to be treated as an annuity contract for federal income
tax purposes, the Code requires that such Policies provide that if any Owner
dies on or after the Annuity Commencement Date and before the entire interest
in the Policy has been distributed, the remaining portion must be distributed
at least as rapidly as under the method in effect on such Owner's death. If
any Owner dies before the Annuity Commencement Date, the entire interest in
the Policy must generally be distributed within 5 years after such Owner's
date of death or be used to purchase an immediate annuity under which payments
will begin within one year of such Owner's death and will be made for the life
of the Beneficiary or for a period not extending beyond the life expectancy of
the "Designated Beneficiary" as defined in section 72(s) of the Code. However,
if upon such Owner's death prior to the Annuity Commencement Date, such
Owner's surviving spouse becomes the sole new Owner under the Policy, then the
Policy may be continued with the surviving spouse as the new Owner. Under the
Policy, the Beneficiary is the Designated Beneficiary of an Owner/Annuitant
and the Successor Owner is the Designated Beneficiary of an Owner who is not
the Annuitant. If any Owner is not a natural person, then for purposes of
these distribution requirements, the primary Annuitant shall be treated as the
Owner and any death or change of such primary Annuitant shall be treated as
the death of the Owner. The Nonqualified Policies contain provisions intended
to comply with these requirements of the Code. No regulations interpreting
these requirements of the Code have yet been issued and thus no assurance can
be given that the provisions contained in the Policies satisfy all such Code
requirements. The provisions contained in the Policies will be reviewed and
modified if necessary to assure that they comply with the Code requirements
when clarified by regulation or otherwise.

TAXATION OF PFL

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

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<PAGE>

INVESTMENT EXPERIENCE

A "Net Investment Factor" is used to determine the value of Accumulation
Units and Annuity Units, and to determine annuity payment rates.

ACCUMULATION UNITS

Upon allocation to the selected Mutual Fund Subaccount or Target Subaccount,
Premium Payments are converted into Accumulation Units of the Subaccount. The
number of Accumulation Units to be credited is determined by dividing the
dollar amount allocated to each Subaccount by the value of an Accumulation
Unit for that Subaccount as next determined after the Premium Payment is
received at the Administrative and Service Office or, in the case of the
initial Premium Payment, when the Policy application is completed, whichever
is later. The value of an Accumulation Unit was arbitrarily established at $1
(except the WRL Growth Subaccount and the Target Subaccounts which were
established at $10) at the inception of each Subaccount. Thereafter, the value
of an Accumulation Unit is determined as of the close of trading on each day
the New York Stock Exchange and PFL's Administrative and Service Office are
open for business.

For the Mutual Fund Account, an index (the "Net Investment Factor") which
measures the investment performance of a Subaccount during a Valuation Period
is used to determine the value of an Accumulation Unit for the next subsequent
Valuation Period. The Net Investment Factor may be greater or less than or
equal to one; therefore, the value of an Accumulation Unit may increase,
decrease or remain the same from one Valuation Period to the next. You bear
this investment risk. The Net Investment Performance of a Subaccount and
deduction of certain charges affect the Accumulation Unit Value.

The Net Investment Factor for any Mutual Fund Subaccount for any Valuation
Period is determined by dividing (a) by (b) and subtracting (c) from the
result, where:

(a) is the net result of:

(1) the net asset value per share of the shares held in the
Subaccount determined at the end of the current Valuation Period, plus

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

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

(b) is the net asset value per share of the shares held in the Subaccount
determined as of the end of the immediately preceding Valuation Period.

(c) is the charge for Mortality and Expense Risk during the Valuation
Period, equal on an annual basis to 1.25% (for both the 5% Annually
Compounding Death Benefit and the Double Enhanced Death Benefit) and 1.10%
(for the Return of Premium Death Benefit) of the daily net asset value of
the Subaccount, plus the .15% Administrative Charge plus the Distribution
Financing Charge of .15%. The Distribution Financing Charge is assessed
only during the first seven Policy Years and prior to the Annuity
Commencement Date.

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<PAGE>

ILLUSTRATION OF MUTUAL FUND ACCOUNT ACCUMULATION UNIT VALUE CALCULATIONS

FORMULA AND ILLUSTRATION FOR DETERMINING THE NET INVESTMENT FACTOR

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

Where:
A = The Net Asset Value of an Underlying Fund share as of the end of
the current Valuation Period.
Assume..........................................A = $11.57

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

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

D = The Net Asset Value of an Underlying Fund share at the end of the
immediately preceding Valuation Period.
Assume..........................................D = $11.40

E = The daily deduction for the Mortality and Expense Risk Fee, the
Administrative Charge, and the Distribution Financing Charge,
which totals 1.55% on an annual basis for the first seven years
and 1.40% thereafter. On a daily basis, E equals .0000421409 for
the first seven years and .0000380909 thereafter.
Then, the Net Investment Factor = (11.57 + 0 - 0) -
---------------
(11.40)
.0000421409 = Z = 1.0148701398

for the first seven years, and (11.57 + 0 - 0) - 0000380909 = 1.0148741898
---------------
11.40

thereafter.

FORMULA AND ILLUSTRATION FOR DETERMINING ACCUMULATION UNIT VALUE

Accumulation Unit Value = A X B

Where:
A = The Accumulation Unit Value for the immediately preceding
Valuation Period.
Assume.............................................. = $ X

B = The Net Investment Factor for the current Valuation Period.
Assume................................................ = Y

Then, the Accumulation Unit Value = $ X X Y = $ Z

ANNUITY UNIT VALUE AND ANNUITY PAYMENT RATES

For both the Mutual Fund Account and the Target Account, the amount of
Variable Annuity Payments will vary with Annuity Unit Values. Annuity Unit
Values rise if the net investment performance of the Subaccount exceeds the
assumed interest rate of 5% annually. Conversely, Annuity Unit Values fall if
the net investment performance of the Subaccount is less than the assumed
rate. The value of a variable Annuity Unit in each Subaccount was established
at $1.00 on the date operations began for that Subaccount. For the Mutual Fund
Account, the value of a

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<PAGE>

variable Annuity Unit on any subsequent Business Day is equal to (a)
multiplied by (b) multiplied by (c), where:

(a) is the variable Annuity Unit Value on the immediately preceding
Business Day;

(b) is the Net Investment Factor for the valuation period; and

The investment result adjustment factor for the valuation period is the
product of discount factors of .99986634 per day to recognize the 5% effective
annual Assumed Investment Return. The valuation period is the period from the
close of the immediately preceding Business Day to the close of the current
Business Day.

For the Target Account, at the end of each Valuation Period, the Annuity
Unit Value is established by multiplying the value of an Annuity Unit
determined at the end of the immediately preceding Valuation Period by a Net
Investment Factor for the current Valuation Period, and then multiplying that
product by an investment result adjustment factor for the purpose of
offsetting the effect of an Assumed Investment Return of 5.0% per annum which
is assumed in the Annuity Conversion Rates for the Contracts. The Net
Investment Factor for the Target Subaccounts is very similar to the Net
Investment Factor for the Mutual Fund Account, except that it is based upon
the value of the assets in the subaccount instead of the net asset value for a
mutual fund share. The Net Investment Factor includes a charge for mortality
and expense risks, that is, the Mortality and Expense Risk Fee, and
Administrative Charge (see "Charges and Deductions" at page 55 of the
Prospectus).

The dollar amount of subsequent Variable Annuity Payments will depend upon
changes in applicable Annuity Unit Values.

The annuity payment rates vary according to the Annuity Option elected and
the sex and adjusted age of the Annuitant at the Annuity Commencement Date.
The Policy also contains a table for determining the adjusted age of the
Annuitant.

ILLUSTRATION OF CALCULATIONS FOR ANNUITY UNIT VALUE
AND VARIABLE ANNUITY PAYMENTS

FORMULA AND ILLUSTRATION FOR DETERMINING ANNUITY UNIT VALUE

Annuity Unit Value = A X B X C

Where:
A = Annuity Unit Value for the immediately preceding Valuation Period.
Assume.............................................. = $ X

B = Net Investment Factor for the Valuation Period for which the
Annuity Unit Value is being calculated.
Assume................................................ = Y

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

Then, the Annuity Unit Value is:
$ X X Y X Z = $ Q

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<PAGE>

FORMULA AND ILLUSTRATION FOR DETERMINING AMOUNT OF FIRST MONTHLY VARIABLE
ANNUITY PAYMENT

First Monthly Variable Annuity Payment = A X B
------
$1,000
Where:
A = The Adjusted Policy Value as of the Annuity Commencement Date.
Assume.............................................. = $ X

B = The Annuity purchase rate per $1,000 of Adjusted Policy Value
based upon the option selected, the sex and adjusted age of the
Annuitant according to the tables contained in the Policy.
Assume.............................................. = $ Y

Then, the first Monthly Variable Annuity
Payment = $ X X $ Y = $ Z
---------
1,000

FORMULA AND ILLUSTRATION FOR DETERMINING THE NUMBER OF ANNUITY UNITS
REPRESENTED BY EACH MONTHLY VARIABLE ANNUITY PAYMENT

Number of Annuity Units = A
-
B

Where:
A = The dollar amount of the first monthly Variable Annuity Payment.
Assume.............................................. = $ X

B = The Annuity Unit Value for the Valuation Date on which the first
monthly payment is due.
Assume.............................................. = $ Y

Then, the number of Annuity Units $ X = Z
---
$ Y

HISTORICAL PERFORMANCE DATA

MONEY MARKET YIELDS

PFL may from time to time disclose the current annualized yield of the
Endeavor Money Market Subaccount, which invests in the Endeavor Money Market
Portfolio, for a 7-day period in a manner which does not take into
consideration any realized or unrealized gains or losses on shares of the
Endeavor Money Market Portfolio or on its portfolio securities. This current
annualized yield is computed by determining the net change (exclusive of
realized gains and losses on the sale of securities and unrealized
appreciation and depreciation) at the end of the 7-day period in the value of
a hypothetical account having a balance of 1 unit of the Endeavor Money Market
Subaccount at the beginning of the 7-day period, dividing such net change in
account value by the value of the account at the beginning of the period to
determine the base period return, and annualizing this quotient on a 365-day
basis. The net change in account value reflects (i) net income from the
Portfolio attributable to the hypothetical account; and (ii) charges and
deductions imposed under a Policy that are attributable to the hypothetical
account. The charges and deductions include the per unit charges for the
hypothetical account for (i) the Administrative

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<PAGE>

Charges; (ii) the Mortality and Expense Risk Fee, and (iii) the Distribution
Financing Charge. Current Yield will be calculated according to the following
formula:

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

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

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

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

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

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

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

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

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

The yield on amounts held in the Endeavor Money Market Subaccount normally
will fluctuate on a daily basis. Therefore, the disclosed yield for any given
past period is not an indication or representation of future yields or rates
of return. The Endeavor Money Market Subaccount's actual yield is affected by
changes in interest rates on money market securities, average portfolio
maturity of the Endeavor Money Market Portfolio, the types and quality of
portfolio securities held by the Endeavor Money Market Portfolio and its
operating expenses. For the seven days ended December 31, 1997, the yield of
the Endeavor Money Market Subaccount was 3.054%, and the effective yield was
3.100% for the 5% Annually Compounding Death Benefit and the Double Enhanced
Death Benefit. For the seven days ended December 31, 1997, the yield of the
Endeavor Money Market Subaccount was 3.199%, and the effective yield was
3.250% for the Return of Premium Death Benefit.

OTHER SUBACCOUNT YIELDS

PFL may from time to time advertise or disclose the current annualized yield
of one or more of the Mutual Fund Subaccounts and the Target Subaccounts
(except the Endeavor Money Market Subaccount) for 30-day periods. The
annualized yield of a Subaccount refers to income generated by the Subaccount
over a specific 30-day period. Because the yield is annualized, the yield
generated by a Subaccount during the 30-day period is assumed to be generated
each 30-day period over a 12-month period. The yield is computed by: (i)
dividing the net investment income of the Subaccount less Subaccount expenses
for the period, by (ii) the maximum offering price per unit on the last day of
the period times the daily average number of units outstanding for the

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<PAGE>

period, (iii) compounding that yield for a 6-month period, and (iv)
multiplying that result by 2. Expenses attributable to the Subaccount include
(i) the Administrative Charges; (ii) the Mortality and Expense Risk Fee; and
(iii) the Distribution Financing Charge. The 30-day yield is calculated
according to the following formula:

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

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

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

U = The average number of units outstanding.

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

Because of the charges and deductions imposed by the Mutual Fund Account,
the yield for a Mutual Fund Subaccount will be lower than the yield for its
corresponding Portfolio. The yield calculations do not reflect the effect of
any premium taxes that may be applicable to a particular Policy.

The yield on amounts held in the Mutual Fund Subaccounts and the Target
Subaccounts normally will fluctuate over time. Therefore, the disclosed yield
for any given past period is not an indication or representation of future
yields or rates of return. A Subaccount's actual yield is affected by the
types and quality of its investments and its operating expenses.

TOTAL RETURNS

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

Total returns will be calculated using Subaccount Unit Values which PFL
calculates on each Business Day based on the performance of the Mutual Fund
Account's underlying Portfolio, and the Target Subaccount's common shares, and
the deductions for the Mortality and Expense Risk Fee, the Distribution
Financing Charges, and the Administrative Charges. The total return for each
Target Subaccount will also reflect the Manager's Fee and other operating
expenses. Total return calculations will reflect the effect of Surrender
Charges that may be applicable to a particular period. The total return will
then be calculated according to the following formula:

P (1 + T)/n/ = ERV

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

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

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

N = The number of years in the period.

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<PAGE>

OTHER PERFORMANCE DATA

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

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

CTR = (ERV / P) - 1

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

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

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

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

ADJUSTED PERFORMANCE DATA--THE MUTUAL FUND ACCOUNT

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

PART II

THE TARGET ACCOUNT

WHAT IS THE INVESTMENT STRATEGY?

The objective of each of the Target Subaccounts is to provide an above-
average total return through a combination of dividend income and capital
appreciation. While the objectives of the Target Subaccounts are the same,
each Target Subaccount follows a different investment strategy (set forth
below) in order to achieve its stated objective.

Each Target Subaccount will initially invest in equal amounts in the common
stock described below for each Target Subaccount (the "Common Shares")
determined as of a specified business day (the "Initial Stock Selection
Date"). The Target 10 Subaccount will invest in the common stock of the ten
companies in the Dow Jones Industrial Average (the "DJIA") that have the
highest dividend yield. The Target 5 Subaccount will invest in the common
stock of the five companies with the lowest per share stock price of the ten
companies in the Target 10 Subaccount. These stocks will be held for one year.

At the Initial Stock Selection Date, a percentage relationship among the
number of Common Shares in a Target Subaccount will be established. When
additional funds are deposited into the Target Subaccount, additional Common
Shares will be purchased in such numbers reflecting as nearly as practicable
the percentage relationship of the number of Common Shares established at the
initial purchase. Sales of Common Shares by the Target Subaccount will
likewise attempt to

- 14 -
<PAGE>

replicate the percentage relationship of Common Shares. The percentage
relationship among the number of Common Shares in the Target Subaccount should
therefore remain stable. However, given the fact that the market price of such
Common Shares will vary throughout the year, the value of the Common Shares of
each of the companies as compared to the total assets of the Target Subaccount
will fluctuate during the year, above and below the proportion established on
a Stock Selection Date. On the last Business Day of the 12-month period
following the preceding Stock Selection Date ("Annual Stock Selection Date"),
a new percentage relationship will be established among the number of Common
Shares described above for each Target Subaccount on such date. Common Shares
may be sold or new equity securities bought so that the Target Subaccount is
equally invested in the common stock of each company meeting the Target
Subaccount's investment criteria. Thus the Target Subaccount may or may not
hold equity securities of the same companies as the previous year. Any
purchase or sale of additional Common Shares during the year will duplicate,
as nearly as practicable, the percentage relationship among the number of
Common Shares as of the Annual Stock Selection Date since the relationship
among the value of the Common Shares on the date of any subsequent
transactions may be different than the original relationship among their
value.

The yield for each equity security listed on the DJIA is calculated by
annualizing the last quarterly or semi-annual ordinary dividend declared and
dividing the result by the market value of such equity security as of the
close of business on the Stock Selection Date.

The publishers of the DJIA are not affiliated with PFL, Endeavor, or First
Trust Advisers L.P. and have not participated in the creation of the Target
Subaccounts or the selection of the equity securities included therein. Any
changes in the components of any of the respective indices made after a Stock
Selection Date will not cause a change in the identity of the Common Shares
included in a Target Subaccount, including any additional Common Shares
purchased thereafter, until the next Annual Stock Selection Date.

Investors should note that the above criteria were applied and will in the
future be applied to the Common Shares selected for inclusion in the Target
Subaccounts as of the respective Stock Selection Date. Additional Common
Shares which were originally selected through this process may be purchased
throughout the year, as investors may continue to invest in the Target
Subaccounts, even though the yields on these Common Shares may have changed
subsequent to the previous Stock Selection Date. These Common Shares may no
longer be included in the index, or may not meet a Target Subaccount's
selection criteria at that time, and therefore, such Common Shares would no
longer be chosen for inclusion in the Target Subaccounts if the selection
process were to be performed again at that time. The equity securities
selected as Common Shares and the percentage relationship among the number of
shares will not change for purchase or sales by a Target Subaccount until the
next Annual Stock Selection Date.

DETERMINATION OF UNIT VALUE; VALUATION OF SECURITIES

PFL determines the Unit Value of each Target Subaccount each Business Day.
This daily determination of Unit Value is made as of the close of regular
trading on the New York Stock Exchange, currently 4:00 p.m. New York time
unless the Exchange closes earlier, by dividing the total assets of a Target
Subaccount less all of its liabilities, by the total number of units
outstanding at the time the determination is made. Purchases and redemptions
will be effected at the time of determination of Unit Value next following the
receipt of any purchase or redemption order deemed to be in good order.

Equity securities are valued at the last sale price on the exchange on which
they are primarily traded or at the ask price on the NASDAQ system for
unlisted national market issues, or at the last quoted bid price for
securities in which there were no sales during the day or for unlisted

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<PAGE>

securities not reported on the NASDAQ system. Short-term obligations which
mature in 60 days or less are valued at amortized cost, which approximates
fair value as determined by the Board of Managers. Futures and option
contracts that are traded on commodities or securities exchanges are normally
valued at the settlement price on the exchange on which they are traded.
Securities (other than short-term obligations) for which there are no such
quotations or valuations are valued at fair value as determined in good faith
by or at the direction of the Board of Managers of the Target Subaccounts.

MANAGEMENT

THE BOARD OF MANAGERS

The members of the Board of Managers of the Target Account, and their
principal occupations during the past five years are set forth below. Their
titles may have varied during that period. Unless otherwise indicated, the
address of each member is 2101 East Coast Highway, Suite 300, Corona del Mar,
California 92625.

<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS HELD WITH REGISTRANT DURING PAST 5 YEARS
--------------------- ------------------------ ------------------------------------
<S> <C> <C>
*+Vincent J. McGuinness, President and Manager From January, 1997 to December 1997,
Jr. (32) Executive Vice-President of
Operations and since December, 1997,
Chief Financial Officer of Endeavor
Group; from September, 1996 to June,
1997, Chief Financial Officer and
since May, 1996, Director, and since
June, 1997, Executive Vice
President--Administration of
Endeavor Management Co.; since
August, 1996, Chief Financial
Officer of VJM Corporation; from
May, 1996 to January 1997, Executive
Vice President and Director of
Sales, Western Division of Endeavor
Group; since May, 1996, Chief
Financial Officer of McGuinness &
Associates; from July, 1993 to
August, 1995 Rocky Mountain Regional
Marketing Director for Endeavor
Group.

* Vincent J. McGuinness Manager Chairman, Chief Executive Officer
(63) and Director of McGuinness &
Associates, Endeavor Group, VJM
Corporation (oil and gas), until
July, 1996 McGuinness Group
(insurance marketing) and until
January, 1994 Swift Energy Marketing
Company and since September, 1988
Endeavor Management Co.; President
of VJM Corporation, Endeavor
Management Co. and, since February,
1996, McGuinness & Associates;
Trustee, Endeavor Series Trust.
</TABLE>

- 16 -
<PAGE>

<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS HELD WITH REGISTRANT DURING PAST 5 YEARS
--------------------- ------------------------ ------------------------------------
<S> <C> <C>
Timothy A. Devine (63) Manager Prior to September, 1993, President
1424 Dolphin Terrace and Chief Executive Officer, Devine
Corona del Mar, Califor- Properties, Inc. Since September,
nia 92625 1993, Vice President, Plant Control,
Inc. (landscape contracting and
maintenance); Trustee, Endeavor
Series Trust.

Thomas J. Hawekotte (63) Manager President, Thomas Hawekotte, P.C.
1200 Lake Shore Drive (law practice); Trustee, Endeavor
Chicago, Illinois 60610 Series Trust.

Steven L. Klosterman Manager Since July, 1995, President of
(46) 5973 Avenida Klosterman Capital Corporation
Encinas, #300 (investment adviser); Investment
Carlsbad, California Counselor, Robert J. Metcalf &
92008 Associates, Inc. (investment
adviser) from August, 1990 to June,
1995; Trustee, Endeavor Series
Trust.

*Halbert D. Lindquist Manager President, Lindquist Enterprises,
(52) Inc. (financial services) and since
1650 E. Fort Lowell Road December, 1987 Tucson Asset
Tucson, Arizona 85719- Management Inc. (financial
2324 services), and since November, 1987,
Presidio Government Securities,
Incorporated (broker-dealer);
Trustee, Endeavor Series Trust.

R. Daniel Olmstead, Jr. Manager Rancher until January, 1997. Since
(66) January, 1997, real estate
2661 Point Del Mar consultant; Trustee, Endeavor Series
Corona Del Mar, Califor- Trust.
nia 92625
Keith H. Wood (62) Manager Since 1972, Chairman and Chief
Executive Officer of Jameson, Eaton
& Wood (investment adviser) and
since 1979, President of Ivory &
Sime International, Inc. (investment
adviser); Trustee, Endeavor Series
Trust.

*William. L. Busler (55) Manager President, PFL Life Insurance
4333 Edgewood Road N.E. Company; Trustee, Endeavor Series
Cedar Rapids, Iowa Trust.
52499-0001
</TABLE>

- 17 -
<PAGE>

<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS HELD WITH REGISTRANT DURING PAST 5 YEARS
--------------------- ------------------------ ------------------------------------
<S> <C> <C>
Michael J. Roland (39) Chief Financial Officer Since June, 1996, Chief Financial
(Treasurer) Officer of Endeavor Group, Endeavor
Management Co. and Endeavor Series
Trust; from January, 1995 to April,
1997, Senior Vice President,
Treasurer and Chief Financial
Officer of Pilgrim America Group,
Pilgrim America Investments, Inc.,
Pilgrim America Securities and of
each of the funds in the Pilgrim
America Group of Funds; from July,
1994 to December, 1994, partner at
the consulting firm of Corporate
Savings Group; From March, 1992 to
June, 1994, Vice President of PIMCO
Advisors, LP and of the PIMCO
Institutional Funds.

Pamela A. Shelton (48) Secretary Since October, 1993, Executive
Secretary to Chairman of the Board
and Chief Executive Officer of, and
since April, 1996, Secretary of
McGuinness & Associates, Endeavor
Group, VJM Corporation, McGuinness
Group (until July, 1996) and
Endeavor Management Co.; from July,
1992 to October, 1993,
Administrative Secretary, Mayor and
City Council, City of Laguna Niguel,
California; Secretary, Endeavor
Series Trust.
</TABLE>
- --------
* An "interested person" of the Fund as defined in the 1940 Act.
+ Vincent J. McGuinness, Jr. is the son of Vincent J. McGuinness.

The Rules and Regulations of the Target Account provide that the Target
Account will indemnify its Board of Managers and officers against liabilities
and expenses incurred in connection with litigation in which they may be
involved because of their offices with the Target Account, except if it is
determined in the manner specified in the Rules and Regulations that they have
not acted in good faith in the reasonable belief that their actions were in
the best interests of the Target Account or that such indemnification would
relieve any officer or member of the Board of Managers of any liability to the
Target Account or its shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his duties. The Target
Account, at its expense, provides liability insurance for the benefit of its
Board of Managers and officers.

- 18 -
<PAGE>

Compensation. For the first full year of the Target Account, the following
compensation is estimated to be paid to members of the Board of Managers:

<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM ACCOUNT AND FUND
NAME OF PERSON FROM ACCOUNT COMPLEX PAID TO TRUSTEES
- -------------- ------------ -------------------------
<S> <C> <C>
Vicent J. McGuinness..................... $ $
Timothy A. Devine........................
Thomas J. Hawekotte......................
Steven L. Klosterman.....................
Halbert D. Lindquist.....................
R. Daniel Olmstead.......................
Keith H. Wood............................
Vincent J. McGuinness, Jr. ..............
William L. Busler........................
</TABLE>

THE INVESTMENT ADVISORY SERVICES

First Trust Advisers L.P. (the "Adviser") is the Target Account's investment
adviser. The Adviser manages the assets of each Target Subaccount, consistent
with the investment objective and policies described herein and in the
Prospectus, pursuant to an investment advisory agreement (the "Advisory
Agreement") with Endeavor Investment Advisers, the Target Account's Manager.

Under the Advisory Agreement, the Adviser provides each Target Subaccount
with discretionary investment services. Specifically, the Adviser is
responsible for supervising and directing the investments of each Target
Subaccount in accordance with each Target Subaccount's investment objective,
program, and restrictions as provided in the Prospectus and this Statement of
Additional Information. The Adviser is also responsible for effecting all
security transactions on behalf of each Target Subaccount.

As compensation for its services, the Adviser receives a fee of 0.35% of the
average daily net assets of each Target Subaccount, which is paid by the
Manager. Each Target Subaccount's Advisory Agreement also provides that the
Adviser, its directors, officers, employees, and certain other persons
performing specific functions for the Target Subaccounts will only be liable
to the Target Subaccount for losses resulting from willful misfeasance, bad
faith, gross negligence, or reckless disregard of duty.

THE MANAGER

The Target Account is managed by Endeavor Investment Advisers ("the
Manager") which, subject to the supervision and direction of the Target
Account's Board of Managers, has overall responsibility for the general
management and administration of the Target Account. The Manager is a general
partnership of which Endeavor Management Co. is the managing partner. Endeavor
Management Co., by whose employees all management services performed under the
management agreement are rendered to the Target Account, holds a 50.01%
interest in the Manager and AUSA Financial Markets, Inc., an affiliate of PFL,
holds the remaining 49.99% interest therein. Vincent J. McGuinness, a member
of the Board of Managers of the Target Account, together with his family
members and trusts for the benefit of his family members, own all of Endeavor
Management Co.'s outstanding common stock. Mr. McGuinness is Chairman, Chief
Executive Officer and President of Endeavor Management Co.

The Manager is responsible for providing investment management to the Target
Account and in the exercise of such responsibility selects an investment
adviser for each of the Target

- 19 -
<PAGE>

Subaccounts (the "Adviser") and monitors the Adviser's investment program and
results, reviews brokerage matters, oversees compliance by the Target Account
with various federal and state statutes, and carries out the directives of the
Board of Managers. The Manager is responsible for providing the Target Account
with office space, office equipment, and personnel necessary to operate and
administer the Target Account's business, and also supervises the provision of
services by third parties such as the Target Account's custodian, transfer
agent and administrator. Pursuant to an administration agreement, First Data
Investor Services Group, Inc. ("FDISG") assists the Manager in the performance
of its administrative responsibilities to the Target Account.

As compensation for its services, the Manager receives a fee equal to 0.75%
of the average daily net assets of each Target Subaccount.

TRANSFER AGENT AND CUSTODIAN

All cash and securities of each Target Subaccount are held by Boston Safe
Deposit and Trust Company as custodian. FDISG, located at 4400 Computer Drive,
Westborough, Massachusetts 01581, serves as transfer agent for the Target
Account.

BROKERAGE ALLOCATION

The Adviser invests all assets of the Target Subaccounts in common stock and
incurs brokerage costs in connection therewith.

Allocations of transactions by the Target Subaccounts, including their
frequency, to various dealers is determined by the Adviser in its best
judgment and in a manner deemed to be in the best interest of the investors in
the Target Subaccount rather than by any formula. The primary consideration is
prompt execution of orders in an effective manner at the most favorable price.
Purchases and sales of securities may be principal transactions; that is,
securities may be purchased directly from the issuer or from an underwriter or
market maker for the securities. Any transactions for which the Target
Subaccounts pays a brokerage commission will be effected at the best price and
execution available. Purchases from underwriters of securities include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers serving as market makers include the spread between the bid and
the asked price. Brokerage may be allocated based on the sale of Policies by
dealers.

INVESTMENT RESTRICTIONS

Fundamental policies of the Target Subaccounts may not be changed without
the approval of the lesser of (1) 67% of the persons holding voting interests
(generally Policy Owners) present at a meeting if the holders of more than 50%
are present in person or by proxy or (2) more than 50% of the persons holding
voting interests. Other restrictions, in the form of operating policies, are
subject to change by the Board of Managers without the approval of persons
holding a voting interest. Any investment restriction which involves a maximum
percentage of securities or assets shall not be considered to be violated
unless an excess over the percentage occurs immediately after, and is caused
by, an acquisition of securities or assets of, or borrowings by, a Target
Subaccount.

FUNDAMENTAL POLICIES

As a matter of fundamental policy, each Target Subaccount may not:

(1) Borrowing. Borrow money, except each Target Subaccount may borrow as
a temporary measure for extraordinary or emergency purposes, and then only
in amounts not

- 20 -
<PAGE>

exceeding 30% of its total assets valued at market. Each Target Subaccount
will not borrow in order to increase income (leveraging), but only to
facilitate redemption requests which might otherwise require untimely
investment liquidations;

(2) Loans. Make loans, although the Target Subaccounts may purchase money
market securities and enter into repurchase agreements; and they may lend
their Common Shares.

(3) Margin. Purchase securities on margin;

(4) Mortgaging. Mortgage, pledge, hypothecate or, in any manner, transfer
any security owned by the Target Subaccounts as security for indebtedness
except as may be necessary in connection with permissible borrowings, in
which event such mortgaging, pledging, or hypothecating may not exceed 30%
of each Target Subaccount's total assets, valued at market;

(5) Real Estate. Purchase or sell real estate;

(6) Senior Securities. Issue senior securities (except permitted
borrowings);

(7) Short Sales. Effect short sales of securities; or

(8) Underwriting. Underwrite securities issued by other persons, except
to the extent the Target Subaccounts may be deemed to be underwriters
within the meaning of the Securities Act of 1933 in connection with the
purchase and sale of their portfolio securities in the ordinary course of
pursuing their investment programs.

In addition, as a matter of fundamental policy, each Target Subaccount may
engage in futures and options transactions and hold warrants.

OPERATING POLICIES

As a matter of operating policy, each Target Subaccount may not:

(1) Control of Companies. Invest in companies for the purpose of
exercising management or control;

(2) Illiquid Securities. Purchase a security if, as a result of such
purchase, more than 15% of the value of each Target Subaccount's net assets
would be invested in illiquid securities or other securities that are not
readily marketable.

(3) Oil and Gas Programs. Purchase participations or other direct
interests or enter into leases with respect to, oil, gas, other mineral
exploration or development program.

OPTIONS AND FUTURES STRATEGIES.

A Subaccount may at times seek to hedge against either a decline in the
value of its portfolio securities or an increase in the price of securities
which the Adviser plans to purchase through the writing and purchase of
options and the purchase or sale of future contracts and related options.
Expenses and losses incurred as a result of such hedging strategies will
reduce a Subaccount's current return.

The ability of a Subaccount to engage in the options and futures strategies
described below will depend on the availability of liquid markets in such
instruments. It is impossible to predict the amount of trading interest that
may exist in various types of options or futures. Therefore no assurance can
be given that a Subaccount will be able to utilize these instruments
effectively for the purposes stated below.

Writing Covered Options on Securities. A Subaccount may write covered call
options and covered put options on optionable securities of the types in which
it is permitted to invest from time to time as the Adviser determines is
appropriate in seeking to attain the Subaccount's

- 21 -
<PAGE>

investment objective. Call options written by a Subaccount give the holder the
right to buy the underlying security from the Subaccount at a started exercise
price; put options give the holder the right to sell the underlying security
to the Subaccount at a stated price.

A Subaccount may only write call options on a covered basis or for cross-
hedging purposes and will only write covered put options. A put option would
be considered "covered" if the Subaccount owns an option to sell the
underlying security subject to the option having an exercise price equal to or
greater than the exercise price of the "covered" option at all times while the
put option is outstanding. A call option is covered if the Subaccount owns or
has the right to acquire the underlying securities subject to the call option
(or comparable securities satisfying the cover requirements of securities
exchanges) at all times during the option period. A call option is for cross-
hedging purposes if it is not covered, but is designed to provide a hedge
against another security which the Subaccount owns or has the right to
acquire. In the case of a call written for cross-hedging purposes or a put
option, the Subaccount will maintain in a segregated account at the
Subaccount's custodian bank cash or short-term U.S. government securities with
a value equal to or greater than the Subaccount's obligation under the option.
A Subaccount may also write combinations of covered puts and covered calls on
the same underlying security.

A Subaccount will receive a premium from writing an option, which increases
the Subaccount's return in the event the option expires unexercised or is
terminated at a profit. The amount of the premium will reflect, among other
things, the relationship of the market price of the underlying security to the
exercise price of the option, the term of the option, and the volatility of
the market price of the underlying security. By writing a call option, a
Subaccount will limit its opportunity to profit from any increase in the
market value of the underlying security above the exercise price of the
option. By writing a put option, a Subaccount will assume the risk that it may
be required to purchase the underlying security for an exercise price higher
than its then current market price, resulting in a potential capital loss if
the purchase price exceeds the market price plus the amount of the premium
received.

A Subaccount may terminate an option which it has written prior to its
expiration by entering into a closing purchase transaction in which it
purchases an option having the same terms as the option written. The
Subaccount will realize a profit (or loss) from such transaction if the cost
of such transaction is less (or more) than the premium received from the
writing of the option. Because increases in the market price of a call option
will generally reflect increases in the market price of the underlying
security, any loss resulting from the repurchase of a call option may be
offset in whole or in part by unrealized appreciation of the underlying
security owned by the Subaccount.

Purchasing Put and Call Options on Securities. A Subaccount may purchase put
options to protect its portfolio holdings in an underlying security against a
decline in market value. This protection is provided during the life of the
put option since the Subaccount, as holder of the put, is able to sell the
underlying security at the exercise price regardless of any decline in the
underlying security's market price. For the purchase of a put option to be
profitable, the market price of the underlying security must decline
sufficiently below the exercise price to cover the premium and transaction
costs. By using put options in this manner, any profit which the Subaccount
might otherwise have realized on the underlying security will be reduced by
the premium paid for the put option and by transaction costs.

A Subaccount may also purchase a call option to hedge against an increase in
price of a security that it intends to purchase. This protection is provided
during the life of the call option since the Subaccount, as holder of the
call, is able to buy the underlying security at the exercise price regardless
of any increase in the underlying security's market price. For the purchase of
a call option to be profitable, the market price of the underlying security
must rise sufficiently above

- 22 -
<PAGE>

the exercise price to cover the premium and transaction costs. By using call
options in this matter, any profit which the Subaccount might have realized
had it brought the underlying security at the time it purchased the call
option will be reduced by the premium paid for the call option and by
transaction costs.

No Subaccount intends to purchase put or call options if, as a result of any
such transaction, the aggregate cost of options held by the Subaccount at the
time of such transaction would exceed 5% of its total assets.

Limitations. A Subaccount will not purchase or sell futures contracts or
options on futures contracts for non-hedging purposes if, as a result, the sum
of the initial margin deposits on its existing futures contracts and related
options positions and premiums paid for options on futures contracts would
exceed 5% of the net assets of the Subaccount unless the transaction meets
certain "bona fide hedging" criteria.

Risks of Options and Futures Strategies. The effective use of options and
futures strategies depends, among other things, on a Subaccount's ability to
terminate options and futures positions at times when the Adviser deems it
desirable to do so. Although a Subaccount will not enter into an option or
futures position unless the Adviser believes that a liquid market exists for
such option or future, there can be no assurance that a Subaccount will be
able to effect closing transactions at any particular time or at an acceptable
price. The Adviser generally expects that options and futures transactions for
the Subaccounts will be conducted on recognized exchanges. In certain
instances, however, a Subaccount may purchase and sell options in the over-
the-counter market. The staff of the Securities and Exchange Commission
considers over-the-counter options to be illiquid. A Subaccount's ability to
terminate option positions established in the over-the-counter market may be
more limited than in the case of exchange traded options and may also involve
the risk that securities dealers participating in such transactions would fail
to meet their obligations to the Subaccount.

The use of options and futures involves the risk of imperfect correlation
between movements in options and futures prices and movements in the price of
the securities that are the subject of the hedge. The successful use of these
strategies also depends on the ability of the Subaccounts' Adviser to forecast
correctly interest rate movements and general stock market price movements.
The risk increases as the composition of the securities held by the Subaccount
diverges from the composition of the relevant option or futures contract.

SECURITIES LENDING

Each Target Subaccount may also lend Common Shares to broker-dealers and
financial institutions to realize additional income. As an operating policy,
the Target Subaccounts will not lend Common Shares or other assets, if as a
result, more than 33% of each Subaccount's total assets would be lent to other
parties. Under applicable regulatory requirements (which are subject to
change), the following conditions apply to securities loans: (a) the loan must
be continuously secured by liquid assets maintained on a current basis in an
amount at least equal to the market value of the securities loaned; (b) each
Target Subaccount must receive any dividends or interest paid by the issuer on
such securities; (c) each Target Subaccount must have the right to call the
loan and obtain the securities loaned at any time upon notice of not more than
five business days, including the right to call the loan to permit voting of
the securities; and (d) each Target Subaccount must receive either interest
from the investment of collateral or a fixed fee from the borrower.

Securities loaned by a Target Subaccount remain subject to fluctuations in
market value. A Target Subaccount may pay reasonable finders, custodian and
administrative fees in connection with a loan. Securities lending, as with
other extensions of credit, involves the risk that the

- 23 -
<PAGE>

borrower may default. Although securities loans will be fully collateralized
at all times, a Target Subaccount may experience delays in, or be prevented
from, recovering the collateral. During the period that the Target Subaccount
seeks to enforce its rights against the borrower, the collateral and the
securities loaned remain subject to fluctuations in market value. The Target
Subaccount do not have the right to vote securities on loan, but would
terminate the loan and regain the right to vote if it were considered
important with respect to the investment. A Target Subaccounts may also incur
expenses in enforcing its rights. If a Target Subaccount has sold a loaned
security, it may not be able to settle the sale of the security and may incur
potential liability to the buyer of the security on loan for its costs to
cover the purchase.

PART III

STATE REGULATION OF PFL

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

ADMINISTRATION

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

RECORDS AND REPORTS

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

DISTRIBUTION OF THE POLICIES

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

AFSG Securities Corporation, an affiliate of PFL, is the principal
underwriter of the Policies and may enter into agreements with broker-dealers
for the distribution of the Policies. Prior to April 30, 1998, AEGON USA
Securities, Inc. (also an affiliate of PFL) was the principal underwriter.
During 1997, 1996, and 1995, the amount paid to AEGON USA Securities, Inc.
and/or the broker-dealers for their services was $29,678,498, $19,668,001, and
$13,569,474, respectively.

- 24 -
<PAGE>

The Target Account has adopted a distribution plan in accordance with Rule
12b-1 under the 1940 Act for the Distribution Financing Charge (the
"Distribution Plan"). The Distribution Plan has been approved by a majority of
the disinterested members of the Board of Managers of the Target Account. The
Distribution Plan is designed to partially compensate PFL for the cost of
distributing the Policies. Charges under the Distribution Plan will be used to
support marketing efforts, training of representatives and reimbursement of
expenses incurred by broker/dealers who sell the Policies, and will be based
on a percentage of the daily net assets of the Target Account. The
Distribution Plan may be terminated at any time by a vote of a majority of the
disinterested members of the Target Account's Board of Managers, or by a vote
of the majority of its outstanding shares. (See "CHARGES AND DEDUCTIONS--
Distribution Financing Charge," p. 57.)

CUSTODY OF ASSETS

The assets of each of the Mutual Fund Subaccounts and the Target Subaccounts
are held by PFL. The assets of each of the Subaccounts are segregated and held
separate and apart from the assets of the other Subaccounts and from PFL's
general account assets. PFL maintains records of all purchases and redemptions
of shares of the Underlying Funds held by each of the Mutual Fund Subaccounts,
and of all purchases and sales of common stock held by each of the Target
Subaccounts. Additional protection for the assets of the Mutual Fund Account
and the Target Account is afforded by PFL's fidelity bond, presently in the
amount of $5,000,000, covering the acts of officers and employees of PFL.

OTHER PRODUCTS

PFL makes other variable annuity policies available that may also be funded
through the Mutual Fund Account and/or the Target Account. These variable
annuity policies may have different features, such as different investment
options or charges.

LEGAL MATTERS

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

OTHER INFORMATION

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

FINANCIAL STATEMENTS

The values of your interest in the Mutual Fund Account or the Target Account
will be affected solely by the investment results of the selected
Subaccount(s). Financial Statements of The PFL Endeavor Platinum Variable
Annuity Account (which comprises a portion of the PFL Endeavor

- 25 -
<PAGE>

VA Separate Account) are contained herein. The financial statements of PFL,
which are included in this Statement of Additional Information, should be
considered only as bearing on the ability of PFL to meet its obligations under
the Policies. They should not be considered as bearing on the investment
performance of the assets held in the Mutual Fund Account or the Target
Account.

There are no financial statements for the Target Account because as of the
date hereof it had not commenced operations and had no assets or liabilities.

INDEPENDENT AUDITORS

The Financial Statements of PFL as of December 31, 1997 and 1996, and for
each of the three years in the period ended December 31, 1997, and the
Financial Statements of The PFL Endeavor Platinum Variable Annuity Account
(which comprises a portion of the PFL Endeavor VA Separate Account) at
December 31, 1997 and for each of the two years in the period then ended,
included in this Statement of Additional Information have been audited by
Ernst & Young LLP, Independent Auditors, 801 Grand Avenue, Suite 3400, Des
Moines, Iowa 50309. Ernst & Young will also be the independent auditors for
the Target Account.

- 26 -
<PAGE>

PART C

OTHER INFORMATION

Item 28. Financial Statements and Exhibits

(a) Financial Statements:

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

(b) Exhibits:

(1) Resolution of the Board of Directors of PFL Life Insurance
Company authorizing the establishment of the Target Account.
(Note 8)

(2) Rules and Regulations of the Target Account. (Note 10)

(3)(a) Custodian Agreement between the Target Account and Boston Safe
Deposit and Trust Company. (Note 10)

(3)(b) Not Applicable.

(4)(a) Management Agreement between the Target Account and Endeavor
Investment Advisers. (Note 10)

(4)(b) Investment Advisory Agreement between Endeavor Investment
Advisers and First Trust Advisers L.P. (Note 10)

(5)(a) Principal Underwriting Agreement by and between PFL Life
Insurance Company on its own behalf and on behalf of the
Target Account, and AEG0N USA Securities, Inc. (Note 2)

(5)(a)(1) Principal Underwriting Agreement by and between PFL Life
Insurance Company on its own behalf and on behalf of the
Target Account, and AFSG Securities Corporation. (Note 9)

(5)(b) Form of Broker-Dealer Supervision and Sales Agreement by and
between AFSG Securities Corporation and the Broker-Dealer.
(Note 9)

(6)(a) Form of Policy for the Endeavor Variable Annuity. (Note 2)

(6)(b) Form of Policy Endorsement (Required Distributions) (Note 2)

(6)(c) Form of Policy Endorsement (Death Benefits) (Note 3)

(6)(d) Form of Policy Endorsement (Nursing Care) (Note 4)

(6)(e) Form of Policy Endorsement (Death Benefit) (Note 5)

(6)(f) Form of Policy for the Endeavor Variable Annuity. (Note 6)

(6)(g) Form of Policy Endorsement. (Nursing Care) (Note 6)

(6)(h) Form of Policy for the Endeavor FI Variable Annuity. (Note 7)

(6)(i) Form of Policy Endorsement for Endeavor FI. (Nursing Care)
(Note 7)

(6)(j) Form of Policy Endorsement. (Nursing Care) (Note 7)
<PAGE>

(6)(k) Form of Policy for the Endeavor Variable Annuity. (Note 9)

(6)(l) Form of Policy Endorsement (New Separate Accounts and Annuity
Commencement Date). (Note 9)

(7)(a) Form of Application for the PFL Endeavor Variable Annuity.
(Note 7)

(7)(b) Form of Application for the PFL Endeavor FI Variable Annuity.
(Note 7)

(7)(c) Form of Application for the Endeavor ML Variable Annuity.
(Note 7)

(7)(d) Form of Appliction for the Endeavor Variable Annuity. (Note 9)

(8)(a) Articles of Incorporation of PFL Life Insurance Company. (Note 9)

(8)(b) Bylaws of PFL Life Insurance Company. (Note 9)

(9) Not Applicable.

(10) Not Applicable.

(11)(a) Distribution Plan (Note 10).

(11)(b) Administrative Services Agreement with First Data Investors
Services Group (Note 10)

(12) Opinion and Consent of Counsel. (Note 9)

(13)(a) Opinion and Consent of Actuary. (Note 9)

(13)(b) Consent of Independent Auditors. (Note 10)

(14) Not Applicable.

(15) Subscription Agreement. (Note 10)

(16) Not Applicable.

(17) Financial Data Schedules. (Note 10)

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

Note 1. Filed with the initial filing of Form N-4 Registration Statement
(File No. 33-33085) on January 23, 1990 and incorporated herein by
reference.

Note 2. Filed with Post-Effective Amendment No. 2 to Form N-4 Registration
Statement (File No. 33-33085) on April 1, 1991 and incorporated
herein by reference.

Note 3. Filed with Post-Effective Amendment No. 3 to Form N-4 Registration
Statement (File No. 33-33085) on April 29, 1992 and incorporated
herein by reference.

Note 4. Filed with Post-Effective Amendment No. 7 to Form N-4 Registration
Statement (File No. 33-33085) on March 29, 1994 and incorporated
herein by reference.

Note 5. Filed with Post-Effective Amendment No. 10 to Form N-4 Registration
Statement (File No. 33-33085) on April 27, 1995 and incorporated
herein by reference.
<PAGE>

Note 6. Filed with Post-Effective Amendment No. 12 to Form N-4 Registration
Statement (File No. 33-33085) on February 28, 1997 and incorporated
herein by reference.

Note 7. Filed with Post-Effective Amendment No. 13 to Form N-4 Registration
Statement (File No. 33-33085) on April 29, 1997.

Note 8. Filed with the initial filing of Form N-3 Registration Statement (File
No. 333-36297) on September 24, 1997 and incorporated herein by
reference.

Note 9. Filed herewith.

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

Item 29. Directors and Officers of the Insurance Company

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

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

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

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

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

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

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

Item 30. Persons Controlled by or Under Common Control with the Insurance
Company or Registrant

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

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

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

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

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

Voting Trust Delaware Voting Trust
Trustees:
K.J. Storm
Donald J. Shepard
H.B. Van Wijk
Dennis Hersch

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Supplemental Ins. Division, Inc. Tennessee 100% AUSA Holding Co. Insurance

Creditor Resources, Inc. Michigan 100% AUSA Holding Co. Credit insurance

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

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

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

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

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

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

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

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

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

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

Cedar Income Fund, Ltd. Iowa 16.73% PFL Life Ins. Co. Real estate investment trust
3.77% Bankers United Life
Assurance Company
3.38% Life Investors Co. of America
1.97% AEGON USA Realty Advisors, Inc.
.18% First AUSA Life Ins. Co.

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

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

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

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

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

Massachusetts Fidelity Trust Co. Iowa 100% AUSA Holding Co. Trust company

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

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

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

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

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

ISI Insurance Agency, Inc. California 100% Intersecurities, Inc. Insurance agency

ISI Insurance Agency Ohio 100% ISI Insurance Agency, Inc. Insurance agency
of Ohio, Inc.

ISI Insurance Agency Texas 100% ISI Insurance Agency, Inc. Insurance agency
of Texas, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

IDEX II Series Fund Massachusetts Various Mutual fund

IDEX Fund Massachusetts Various Mutual fund

IDEX Fund 3 Massachusetts Various Mutual fund

First AUSA Life Insurance Maryland 100% AEGON USA, Inc. Insurance holding company
Company

AUSA Life Insurance New York 100% First AUSA Life Insurance
Company, Inc. Insurance Company

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

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

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

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

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

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

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

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

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

WRL Series Fund, Inc. Maryland Various Mutual fund

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

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

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

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

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

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

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

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

Cadet Holding Corp. Iowa 100% First AUSA Life Holding company
Insurance Company

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

PB Series Trust Massachusetts N/A Mutual fund

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

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

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

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

Providian Financial Services, Inc. Pennsylvania 100% CGC Financial services

AFSG Securities Corporation Pennsylvania 100% CGC Broker-Dealer

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

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

AEGON USA Real Estate Delaware 100% Diversified Financial Real estate and mortgage
Services, Inc. Products Inc. holding company

Capital Real Estate Delaware 100% CGC Furniture and equiment lessor
Development Corporation

Capital General Development Delaware 100% CGC Holding company
Corporation

Commonwealth Life Kentucky 100% Capital General Insurance company
Insurance Company Development Corporation

Agency Holding I, Inc. Delaware 100% Commonwealth Life Investment subsidiary
Insurance Company

Agency Investments I, Inc. Delaware 100% Agency Holding I, Inc. Investment subsidiary

Peoples Security Life North Carolina 100% Capital General Insurance company
Insurance Company Development Corporation

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

Agency Holding II, Inc. Delaware 100% Peoples Security Life Investment subsidiary
Insurance Company

Agency Investments II, Inc. Delaware 100% Agency Holding II, Inc. Investment subsidiary

Agency Holding III, Inc. Delaware 100% Peoples Security Life Investment subsidiary
Insurance Company

Agency Investments III, Inc. Delaware 100% Agency Holding III, Inc. Investment subsidiary

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

Capital Security Life Ins. Co. North Carolina 100% Capital General Insurance company
Development Corporation

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

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

Capital 200 Block Corporation Delaware 100% CGC Real estate holdings

Capital Broadway Corporation Kentucky 100% CGC Real estate holdings

Southlife, Inc. Tennessee 100% CGC Investment subsidiary

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

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

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

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

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

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

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

Financial Planning Services, Inc. Dist. Columbia 100% Ampac Insurance Special-purpose subsidiary
Agency, Inc.

Providian Auto and Home Missouri 100% CGC Insurance company
Insurance Company

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

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

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

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

Ammest Development Corp. Inc. Kansas 100% Academy Insurance Special-purpose subsidiary
Group, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

Providian Property and Casualty Kentucky 100% Providian Auto and Insurance company
Insurance Company Home Insurance Company

Providian Fire Insurance Co. Kentucky 100% Providian Property Insurance company
and Casualty Insurance Co.

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

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

Providian Life and Health Missouri 3.7% CGC Insurance company
Insurance Company 15.3% Peoples Security Life
Insurance Company
20% Capital Liberty, L.P.
61% Commonwealth Life
Insurance Company

Veterans Life Insurance Co. Illinois 100% Providian Life and Insurance company
Health Insurance Company

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

First Providian Life and New York 100% Veterans Life Ins. Co. Insurance Company
Health Insurance Company
</TABLE>

Item 31. Number of Contract Owners

As of December 31, 1997, there were 0 Owners of the Policies.

Item 32. Indemnification

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

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Depositor pursuant to the foregoing provisions, or otherwise, the Depositor has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Depositor of expenses incurred
or paid by a director, officer or controlling person in connection with the
securities being registered), the Depositor will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 33. Business and Other Connections of Investment Adviser

Manager - Endeavor Investment Advisers

The Manager is a registered investment adviser providing investment
management and administrative services to the Registrant.

The list required by this Item 33 of partners, officers and directors of
the Manager together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedule B
and D of Form ADV filed by the Manager pursuant to the Investment Advisers Act
of 1940 (SEC No. 801-41827).

Advisers - First Trust Advisers L.P.

[ADD INFORMATION REGARDING FIRST TRUST ADVISERS L.P.]

Item 34. Principal Underwriters

AFSG Securities Corporation
400 West Market Street
Louisville, KY 40202

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

<TABLE>
<CAPTION>
Positions and Offices with Positions and Offices with
Name Underwriter Registrant
- ---- ----------- ----------

<S> <C>
Lorri E. Mehaffey Director and President

Harvey E. Willis Vice President and Secretary

Kimberly A. Scouller Vice President and
Chief Compliance Officer

Debra C. Cubero Vice President

Gregory J. Garvin Vice President

Michael F. Lane Vice President

Anne Spaes Vice President

Sarah J. Strange Director and Vice President

Brenda K. Clancy Vice President
</TABLE>
<PAGE>

Michael G. Ayers Treasurer / Controller

Colleen S. Lyons Assistant Secretary

John F. Reesor Assistant Secretary

Larry N. Norman Director

The principal business address of each person listed is AFSG Securities
Corporation, 400 West Market Street, Louisville, KY 40202.

AFSG Securities Corporation also serves as the principal underwriter for
the PFL Endeavor VA Separate Account, PFL Life Variable Annuity Account A, the
PFL Retirement Builder Variable Annuity Account, and the AUSA Endeavor Variable
Annuity Account. These accounts are separate accounts of PFL Life Insurance
Company or AUSA Life Insurance Company, Inc., life insurance company affiliates
of AFSG Securities Corporation.

Commissions and Other Compensation Received by Principal Underwriter.
AEGON USA Securities, Inc., the former broker dealer, and/or the broker-dealers
received $0 from the Registrant during the last fiscal year for its services in
distributing the Policies. No other commission or compensation was received by
the principal underwriter, directly or indirectly, from the Registrant for
distributing the Policies during the fiscal year.

Item 35. Location of Accounts and Records

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

Item 36. Management Services

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

Item 37. Undertakings

(a) Registrant undertakes to file a post-effective amendment, using
financial statements of the Registrant which need not be certified, within four
to six months from the effective date of the Registrant's 1933 Act registration
statement.

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

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

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

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

Section 403 (b) Representations
- -------------------------------

PFL represents that it is relying on a no-action letter dated November 28,
1988, to the American Council of Life Insurance (Ref. No. IP-6-88), regarding
Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act of 1940, in
connection with redeemability restrictions on Section 403(b) Policies, and that
paragraphs numbered (1) through (4) of that letter will be complied with.
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the PFL Endeavor Target Account has caused this Registration Statement to
be signed on its behalf in the City of Corona del Mar and State of California on
this 23rd day of February 1998.

PFL ENDEAVOR TARGET ACCOUNT

By: /s/ Vincent J. McGuinness, Jr.
-------------------------------
Vincent J. McGuinness, Jr.
President

PFL LIFE INSURANCE COMPANY

By: /s/ William L. Busler
----------------------
William L. Busler
President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on N-3 has been signed below by the following persons in the
capacities and on the dates indicated. By so signing, each of the undersigned
in his capacity as an manager or officer, or both, as the case may be of the
Registrant, does hereby appoint Robert Hickey and David Leahy, and each of them,
severally, or if more than one acts, a majority of them, his true and lawful
attorney and agent to execute in his name, place and stead (in such capacity)
any and all amendments to the Registration Statement and any post-effective
amendments thereto and all instruments necessary or desirable in connection
therewith, to attest the seal of the Registrant thereon and to tile the same
with the Securities and Exchange Commission. Each of said attorneys and agents
shall have the power to act with or without the other and have full power and
authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
each of the undersigned might our could do in person, hereby ratifying and
approving the act of said attorneys and agents and each of them.

Signature Title Date
- --------- ----- ----

/s/ Vincent J. McGuinness Manager February 23, 1998
- -------------------------------
Vincent J. McGuinness

/s/ Timothy A. Devine Manager February 23, 1998
- -------------------------------
Timothy A. Devine
<PAGE>

/s/ Thomas J. Hawekotte Manager February 23, 1998
- -------------------------------
Thomas J. Hawekotte

/s/ Steven L. Klosterman Manager February 23, 1998
- -------------------------------
Steven L. Klosterman

/s/ Halbert D. Linquist Manager February 23, 1998
- -------------------------------
Halbert D. Linquist

/s/ R. Daniel Olmstead, Jr. Manager February 23, 1998
- -------------------------------
R. Daniel Olmstead, Jr.

/s/ Michael J. Roland Chief Financial Officer February 23, 1998
- ------------------------------- and Treasurer
Michael J. Roland

/s/ Vincent J. McGuinness, Jr. Manager February 23, 1998
- -------------------------------
Vincent J. McGuinness, Jr.

/s/ Keith H. Wood Manager February 23, 1998
- -------------------------------
Keith H. Wood

/s/ William L. Busler Manager February 23, 1998
- -------------------------------
William L. Busler
<PAGE>

Registration No.
333-_______

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

EXHIBITS

FORM N-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FOR

PFL ENDEAVOR TARGET ACCOUNT

---------------
<PAGE>

EXHIBIT INDEX

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

(5)(a)(1) Principal Underwriting Agreement by and between PFL
Life Insurance Company on its own behalf and on
behalf of the Target Account, and AFSG Securities
Corporation.

(5)(b) Form of Broker-Dealer Supervision and Sales Agreement
by and between AFSG Securities Corporation and the
Broker-Dealer.

(6)(k) Form of Policy for the PFL Endeavor Variable Annuity.

(6)(l) Form of Policy Endorsement.

(7)(d) Form of Application for the PFL Endeavor Variable
Annuity.

(8)(a) Articles of Incorporation of PFL Life Insurance
Company

(8)(b) ByLaws of PFL Life Insurance Company.

(12) Opinion and Consent of Counsel

(13)(a) Opinion and Consent of Actuary

* Page numbers included only in manually executed original, in compliance
with Rule 403(d).

<PAGE>

EXHIBIT (5)(a)(1)
-----------------

PRINCIPAL UNDERWRITING AGREEMENT
BY AND BETWEEN
PFL LIFE INSURANCE COMPANY,
ON ITS OWN BEHALF,
AND ON THE BEHALF OF THE TARGET ACCOUNT,
AND AFSG SECURITIES CORPORATION.
<PAGE>

PRINCIPAL UNDERWRITING AGREEMENT

THIS PRINCIPAL UNDERWRITING AGREEMENT made and effective as of the 30th day
of April, 1998, by and between AFSG SECURITIES CORPORATION ("AFSG"), a
Pennsylvania corporation, and PFL LIFE INSURANCE COMPANY ("PFL"), an Iowa
corporation, on its own behalf and on behalf the separate investment accounts of
PFL set forth in Exhibit A attached hereto and made a part hereof (collectively,
the "Account").

WITNESSETH:

WHEREAS, the Account was established or acquired by PFL under the laws of
the State of Iowa, pursuant to a resolution of PFL's Board of Directors in order
to set aside the investment assets attributable to certain flexible premium,
multi-funded annuity contracts ("Contracts") issued by PFL;

WHEREAS, PFL has registered or will register the Account with the
Securities and Exchange Commission ("SEC") as a unit investment trust under the
Investment Company Act of 1940 (the "1940 Act");

WHEREAS, PFL has registered or will register the Contracts under the
Securities Act of 1933 (the "1933 Act");

WHEREAS, AFSG is and will continue to be registered as a broker-dealer with
the SEC under the Securities Exchange Act of 1934 (the "1934 Act"), and a member
of the National Association of Securities Dealers, Inc. (the "NASD") prior to
the offer and sale of the Contracts; and

WHEREAS, PFL proposes to have the Contracts sold and distributed through
AFSG, and AFSG is willing to sell and distribute such Contracts under the terms
stated herein;

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree
as follows:

2
<PAGE>

1. Appointment as Distributor/Principal Underwriter. PFL grants to AFSG
------------------------------------------------
the exclusive right to be, and AFSG agrees to serve as, distributor and
principal underwriter of the Contracts during the term of this Agreement. AFSG
agrees to use its best efforts to solicit applications for the Contracts and
otherwise perform all duties and functions which are necessary and proper for
the distribution of the Contracts.

2. Prospectus. AFSG agrees to offer the Contracts for sale in accordance
----------
with the registration statements and prospectus therefor then in effect. AFSG
is not authorized to give any information or to make any representations
concerning the Contracts other than those contained in the current prospectus
therefor filed with the SEC or in such sales literature as may be authorized by
PFL.

3. Considerations. All premiums, purchase payments or other moneys
--------------
payable under the Contracts shall be remitted promptly in full together with
such application, forms and any other required documentation to PFL or its
designated servicing agent and shall become the exclusive property of PFL.
Checks or money orders in payment under the Contracts shall be drawn to the
order of "PFL Life Insurance Company" and funds may be remitted by wire if prior
written approval is obtained from PFL.

4. Copies of Information. On behalf of the Account, PFL shall furnish
---------------------
AFSG with copies of all prospectuses, financial statements and other documents
which AFSG reasonably requests for use in connection with the distribution of
the Contracts.

5. Representations. AFSG represents that it is (a) duly registered as a
---------------
broker-dealer under the 1934 Act, (b) a member in good standing of the NASD and
(c) to the extent necessary to offer the Contracts, duly registered or otherwise
qualified under the securities laws of any state or other jurisdiction. AFSG
shall be responsible for carrying out its sales and underwriting obligations
hereunder in continued compliance with the NASD Rules and federal and state
securities and insurance laws and regulations. Further, AFSG represents and
warrants that it will

3
<PAGE>

adopt, abide by and enforce the principles set forth in the Principles and Code
of Ethical Market Conduct of the Insurance Marketplace Standards Association as
adopted by the Company.

6. Other Broker-Dealer Agreements. AFSG is hereby authorized to enter
------------------------------
into written sales agreements with other independent broker-dealers for the sale
of the Contracts. All such sales agreements entered into by AFSG shall provide
that each independent broker-dealer will assume full responsibility for
continued compliance by itself and by its associated persons with the NASD Rules
and applicable federal and state securities and insurance laws, shall provide
that each independent broker-dealer will adopt, abide by and enforce the
principles set forth in the Principles and Code of Ethical Market Conduct of the
Insurance Marketplace Standards Association as adopted by the Company, and shall
be in such form and contain such other provisions as PFL may from time to time
require. All associated persons of such independent broker-dealers soliciting
applications for the Contracts shall be duly and appropriately registered by the
NASD and licensed and appointed by PFL for the sale of Contracts under the
insurance laws of the applicable states or jurisdictions in which such Contracts
may be lawfully sold. All applications for Contracts solicited by such broker-
dealers through their representatives, together with any other required
documentation and premiums, purchase payments and other moneys, shall be handled
as set forth in paragraph 3 above.

7. Insurance Licensing and Appointments. PFL shall apply for the proper
------------------------------------
insurance licenses and appointments in appropriate states or jurisdictions for
the designated persons associated with AFSG or with other independent broker-
dealers that have entered into sales agreements with AFSG for the sale of
Contracts, provided that PFL reserves the right to refuse to appoint any
proposed registered representative as an agent or broker, and to terminate an
agent or broker once appointed.

8. Recordkeeping. PFL and AFSG shall cause to be maintained and preserved
-------------
for the periods prescribed such accounts, books, and other documents as are
required of them by

4
<PAGE>

the 1940 Act, and 1934 Act, and any other applicable laws and regulations. The
books, accounts and records of PFL, of the Account, and of AFSG as to all
transactions hereunder shall be maintained so as to disclose clearly and
accurately the nature and details of the transactions. PFL (or such other entity
engaged by PFL for this purpose), on behalf of and as agent for AFSG, shall
maintain AFSG's books and records pertaining to the sale of Contracts to the
extent as mutually agreed upon from time to time by PFL and AFSG; provided that
such books and records shall be the property of AFSG, and shall at all times be
subject to such reasonable periodic, special or other audit or examination by
the SEC, NASD, any state insurance commissioner and/or all other regulatory
bodies having jurisdiction. PFL shall be responsible for sending on behalf of
and as agent for AFSG all required confirmations on customer transactions in
compliance with applicable regulations, as modified by an exemption or other
relief obtained by PFL. AFSG shall cause PFL to be furnished with such reports
as PFL may reasonably request for the purpose of meeting its reporting and
recordkeeping requirements under the insurance laws of the State of Iowa and any
other applicable states or jurisdictions. PFL agrees that its records relating
to the sale of Contracts shall be subject to such reasonable periodic, special
or other audit or examination by the SEC, NASD, and any state insurance
commissioner and/or all other regulatory bodies having jurisdiction.

9. Commissions. PFL shall have the responsibility for paying on behalf of
-----------
AFSG (a) any compensation to other independent broker-dealers and their
associated persons due under the terms of any sales agreements entered into
pursuant to paragraph 6 above, between AFSG and such broker-dealers as agreed to
by PFL and (b) all commissions or other fees to associated persons of AFSG which
are due for the sale of the Contracts in the amounts and on such terms and
conditions as PFL and AFSG determine. Notwithstanding the preceding sentence,
no broker-dealer, associated person or other individual or entity shall have an
interest in any deductions or other fees payable to AFSG as set forth herein.

5
<PAGE>

10. Expense Reimbursement. PFL shall reimburse AFSG for all costs and
---------------------
expenses incurred by AFSG in furnishing the services, materials, and supplies
required by the terms of this Agreement.

11. Indemnification. PFL agrees to indemnify AFSG for any losses incurred
---------------
as a result of any action taken or omitted by AFSG, or any of its officers,
agents or employees, in performing their responsibilities under this Agreement
in good faith and without willful misfeasance, gross negligence, or reckless
disregard of such obligations.

12. Regulatory Investigations. AFSG and PFL agree to cooperate fully in
-------------------------
any insurance or judicial regulatory investigation or proceeding arising in
connection with Contracts distributed under this Agreement. AFSG and PFL
further agree to cooperate fully in any securities regulatory inspection,
inquiry, investigation or proceeding or any judicial proceeding with respect to
PFL, AFSG, their affiliates and their representatives to the extent that such
inspection, inquiry, investigation or proceeding or judicial proceeding is in
connection with Contracts distributed under this Agreement. Without limiting
the foregoing:

(a) AFSG will be notified promptly of any customer complaint or notice of
any regulatory inspection, inquiry investigation or proceeding or judicial
proceeding received by PFL with respect to AFSG or any representative or which
may affect PFL's issuance of any Contracts marketed under this Agreement; and

(b) AFSG will promptly notify PFL of any customer complaint or notice of
any regulatory inspection, inquiry, investigation or judicial proceeding
received by AFSG or any representative with respect to PFL or its affiliates in
connection with any Contracts distributed under this Agreement.

In the case of a customer complaint, AFSG and PFL will cooperate in
investigating such complaint and shall arrive at a mutually satisfactory
response.

6
<PAGE>

13. Termination.
-----------

(a) This Agreement may be terminated by either party hereto upon 60 days'
prior written notice to the other party.

(b) This Agreement may be terminated upon written notice of one party to
the other party hereto in the event of bankruptcy or insolvency of such party to
which notice is given.

(d) AFSG shall not assign or delegate its responsibilities under this
Agreement without the written consent of PFL.

(e) Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except the obligations to settle accounts hereunder,
including payments or premiums or contributions subsequently received for
Contracts in effect at the time of termination or issued pursuant to
applications received by PFL prior to termination.

14. Regulatory Impact. This Agreement shall be subject to, among other
-----------------
laws, the provisions of the 1940 Act and the 1934 Act and the rules,
regulations, and rulings thereunder and of the NASD, from time to time in
effect, including such exemptions from the 1940 Act as the SEC may grant, and
the terms hereof shall be interpreted and construed in accordance therewith.

AFSG shall submit to all regulatory and administrative bodies having
jurisdiction over the operations of the Account, present or future; and will
provide any information, reports or other material which any such body by reason
of this Agreement may request or require pursuant to applicable laws or
regulations.

15. Severability. If any provision of this Agreement shall be held or
------------
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

7
<PAGE>

16. Choice of Law. This Agreement shall be construed, enforced and
-------------
governed by the laws of the State of Iowa.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective duly authorized officials as of the day and year
first above written.

AFSG SECURITIES CORPORATION PFL LIFE INSURANCE COMPANY

By: /s/ Lorri E. Mehaffey By: /s/ William L. Busler
---------------------- ----------------------

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

8
<PAGE>

EXHIBIT A

1. PFL Life Variable Annuity Account A

2. PFL Endeavor VA Separate Account

3. PFL Wright Variable Annuity Account

4. PFL Retirement Builder Variable Annuity Account

5. PFL Endeavor Target Account

<PAGE>

EXHIBIT (5)(b)
--------------

FORM OF BROKER/DEALER SUPERVISION AND SALES AGREEMENT
BY AND BETWEEN
AFSG SECURITIES CORPORATION
AND THE BROKER/DEALER.
<PAGE>

SELECTED BROKER AGREEMENT

AGREEMENT dated__________________________,19____, by and between AFSG
Securities Corporation

("Distributor"), a Pennsylvania corporation, PFL Life Insurance Company
("Company") and ________________________________("Broker"), a
_____________________corporation. This Agreement supersedes and replaces any
prior Selected Broker Agreement regarding the subject matter between the parties
hereto.

WITNESSETH:
In consideration of the mutual promises contained herein, the parties hereto
agree as follows:

A. Definitions
-----------
(1) Contracts--Variable life insurance contracts and/or variable annuity
contracts described in Schedule A attached hereto and issued by PFL Life
Insurance Company and for which Distributor has been appointed the
principal underwriter pursuant to Distribution Agreements, copies of
which have been furnished to Broker.
(2) Accounts--Separate accounts established and maintained by Company
pursuant to the laws of New York, as applicable, to fund the benefits
under the Contracts.
(3) The Funds--, open-end management investment companies registered under
the 1940 Act, shares of which are sold to the Accounts in connection with
the sale of the Contracts, as described in the Prospectus for the
Contracts.
(4) Registration Statement--The registration statements and amendments
thereto relating to the Contracts, the Accounts, and the Funds, including
financial statements and all exhibits.
(5) Prospectus--The prospectuses included within the Registration Statements.
(6) 1933 Act--The Securities Act of 1933, as amended.
(7) 1934 Act--The Securities Exchange Act of 1934, as amended.
(8) 1940 Act--The Investment Company Act of 1940, as amended.
(9) SEC--The Securities and Exchange Commission.
(10) NASD--The National Association of Securities Dealers, Inc.

B. Agreements of Distributor
-------------------------
(1) Pursuant to the authority delegated to it by Company, Distributor hereby
authorizes Broker during the term of this Agreement to solicit
applications for Contracts from eligible persons provided that there is
an effective Registration Statement relating to such Contracts and
provided further that Broker has been notified by Distributor that the
Contracts are qualified for sale under all applicable securities and
insurance laws of the state or jurisdiction in which the application will
be solicited. In connection with the solicitation of applications for
Contracts, Broker is hereby authorized to offer riders that are available
with the Contracts in accordance with instructions furnished by
Distributor or Company.
(2) Distributor, during the term of this Agreement, will notify Broker of the
issuance by the SEC of any stop order with respect to the Registration
Statement or any amendments thereto or the initiation of any proceedings
for that purpose or for any other purpose relating to the registration
and/or offering of the Contracts and of any other action or circumstance
that may prevent the lawful sale of the Contracts in any state or
jurisdiction.
(3) During the term of this Agreement, Distributor shall advise Broker of any
amendment to the Registration Statement or any amendment or supplement to
any Prospectus.

C. Agreements of Broker
--------------------
(1) It is understood and agreed that Broker is a registered broker/dealer
under the 1934 Act and a member of the NASD and that the agents or
representatives of Broker who will be soliciting applications for the
Contracts also will be duly registered representative of Broker.
(2) Commencing at such time as Distributor and Broker shall agree upon,
Broker agrees to use commercially reasonable efforts to find purchasers
for the Contracts acceptable to Company. In meeting its obligation to use
its commercially reasonable efforts to solicit applications for
Contracts, Broker shall, during the term of this Agreement, engage in the
following activities:
(a) Regularly utilize only training, sales and promotional materials
relating to the Contracts which have been approved by Company.
(b) Establish and implement reasonable procedures for periodic inspection
and supervision of sales practices of its agents or representatives and
submit periodic reports to Distributor as may be requested on the results
of such inspections and the compliance with such procedures.
(c) Broker shall take reasonable steps to ensure that the various
representatives appointed by it shall not make recommendations to an
applicant to purchase a Contract in the absence of reasonable grounds to
believe that
<PAGE>

the purchase of the Contract is suitable for such applicant. While not
limited to the following, a determination of suitability shall be based
on information furnished to a representative after reasonable inquiry of
such applicant concerning the applicant's insurance and investment
objectives, financial situation and needs, and, if applicable, the
likelihood that the applicant will make the premium payments contemplated
by the Contract. (d) Broker shall adopt, abide by, and enforce the
principles set forth in the Principles and Code of Ethical market Conduct
of the Insurance Marketplace Standards Association as adopted by the
Company and provided to You with this Agreement.
(3) All payments for Contracts collected by agents or representatives of
Broker shall be held at all times in a fiduciary capacity and shall be
remitted promptly in full together with such applications, forms and
other required documentation to an office of the Company designated by
Distributor. Checks or money orders in payment of initial premiums shall
be drawn to the order of "PFL Life Insurance Company." Broker
acknowledges that the Company retains the ultimate right to control the
sale of the Contracts and that the Distributor or Company shall have the
unconditional right to reject, in whole or part, any application for the
Contract. In the event Company or Distributor rejects an application,
Company immediately will return all payments directly to the purchaser
and Broker will be notified of such action. In the event that any
purchaser of a Contract elects to return such Contract pursuant to the
free look right, the purchaser will receive a refund of either premium
payments or the value of the invested portion of such premiums as set
forth in the Contract and according to applicable state law. The Broker
will be notified of any such action.
(4) Broker shall act as an independent contractor, and nothing herein
contained shall constitute Broker, its agents or representatives, or any
employees thereof as employees of Company or Distributor in connection
with solicitation of applications for Contracts. Broker, its agents or
representatives, and its employees shall not hold themselves out to be
employees of Company or Distributor in this connection or in any dealings
with the public.
(5) Broker agrees that any material, including material it develops, approves
or uses for sales, training, explanatory or other purposes in connection
with the solicitation of applications for Contracts hereunder (other than
generic advertising materials which do not make specific reference to the
Company or the Contracts) will only be used after receiving the written
consent of Distributor to such material and, where appropriate, the
endorsement of Company to be obtained by Distributor.
(6) Solicitation and other activities by Broker shall be undertaken only in
accordance with applicable Company procedures, ethical principles and
manuals, and applicable laws and regulations. No agent or representative
of Broker shall solicit applications for the contracts until duly
licensed and appointed by Company (such appointment not to be
unreasonably withheld by the Company) as a life insurance and variable
contract broker or agent of Company in the appropriate states or other
jurisdictions. Broker shall ensure that such agents or representatives
fulfill any training requirements necessary to be licensed and that such
agents or representatives are properly supervised and controlled pursuant
to the rules and regulations of the SEC and the NASD. Broker shall
certify agents' and representatives' qualifications to the satisfaction
of Distributor, including certifying a General Letter of Recommendation
set forth in Exhibit A hereto. Broker understands and acknowledges that
neither it nor its agents or representatives is authorized by Distributor
or Company to give any information or make any representation in
connection with this Agreement or the offering of the Contracts other
than those contained in the Prospectus or other solicitation material
authorized in writing by Distributor or Company.
(7) Broker shall not have authority on behalf of Distributor or Company to:
make, alter or discharge any Contract or other form; waive any
forfeiture, extend the time of paying any premium; receive any monies or
premiums due, or to become due, to Company, except as set forth in
Section C(3) of this Agreement. Broker shall not expend, nor contract for
the expenditure of the funds of Distributor, nor shall Broker possess or
exercise any authority on behalf of Broker by this Agreement.
(8) Broker shall have the responsibility for maintaining the records of its
representatives licensed, registered and otherwise qualified to sell the
Contracts. Broker shall maintain such other records as are required of it
by applicable laws and regulations. The books, accounts and records of
the Company, the Account, Distributor and Broker relating to the sale of
the Contracts shall be maintained so as to clearly and accurately
disclose the nature and details of the transactions. All records
maintained by the Broker in connection with this Agreement shall be the
property of the Company and shall be returned to the Company upon
termination of this Agreement, free from any claims or retention of
rights by the Broker. Nothing in this Section C(8) shall be interpreted
to prevent the Broker from retaining copies of any such records which the
Broker, in its discretion, deems necessary or desirable to keep. The
Broker shall keep confidential any information obtained pursuant to this
Agreement and shall disclose such information only if the Company has
authorized such disclosure or if such disclosure is expressly required by
applicable federal or state regulatory authorities.

D. Compensation
------------
(1) Pursuant to the Distribution Agreement between Distributor and Company,
Distributor shall cause Company to arrange for the payment of commissions
to Broker as compensation for the sale of each contract sold by an
<PAGE>

agent or representative of Broker. Such amounts shall be paid to Broker
or its subsidiary insurance agency, whichever is authorized to receive
insurance commissions under applicable insurance laws, in accordance with
the schedules attached hereto, the General Agent Agreement, and the
commission schedules attached thereto. All terms and conditions of the
General Agent Agreement not otherwise conflicting with the terms herein,
shall be incorporated by reference herein. Company shall identify to
Broker with each such payment the name of the agent or representative of
Broker who solicited each Contract covered by the payment.
(2) Neither Broker nor any of its agents or representatives shall have any
right to withhold or deduct any part of any premium it shall receive for
purposes of payment of commission or otherwise. Neither Broker nor any of
its agents or representatives shall have an interest in any compensation
paid by Company to Distributor, now or hereafter, in connection with the
sale of any Contracts hereunder.

E. Complaints and Investigations
-----------------------------
(1) Broker and Distributor jointly agree to cooperate fully in any insurance
or securities regulatory investigation or proceeding or judicial
proceeding arising in connection with the Contracts marketed under this
Agreement. Broker, upon receipt, will notify Distributor of any customer
complaint or notice of any regulatory investigation or proceeding or
judicial proceeding in connection with the Contracts. Broker and
Distributor further agree to cooperate fully in any securities regulatory
investigation or proceeding or judicial proceeding with respect to
Broker, Distributor, their affiliates and their agents or representatives
to the extent that such investigation or proceeding is in connection with
Contracts marketed under this Agreement. Broker shall furnish applicable
federal and state regulatory authorities with any information or reports
in connection with its services under this Agreement which such
authorities may request in order to ascertain whether the Company's
operations are being conducted in a manner consistent with any applicable
law or regulation. Each party shall bear its own costs and expenses of
complying with any regulatory requests, subject to any right of
indemnification that may be available pursuant to Section G of this
Agreement.

F. Term of Agreement
-----------------
(1) This Agreement shall continue in force for one year from its effective
date and thereafter shall automatically be renewed every year for a
further one year period; provided that either party may unilaterally
terminate this Agreement upon thirty (30) days' written notice to the
other party of its intention to do so.
(2) Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except (a) the agreements contained in Section E
hereof; (b) the indemnity set forth in Section G hereof; and (c) the
obligations to settle accounts hereunder, including commission payments
on premiums subsequently received for Contracts in effect at the time of
termination or issued pursuant to applications received by Broker prior
to termination.
(3) Distributor and Company reserve the right, without notice to Broker, to
suspend, withdraw or modify the offering of the Contracts or to change
the conditions of their offering.

G. Indemnity
---------
(1) Broker shall be held to the exercise of reasonable care in carrying out
the provisions of this Agreement.
(2) Distributor agrees to indemnify and hold harmless Broker and each officer
or director of Broker against any losses, claims, damages or liability,
joint or several, to which Broker or such officer or director become
subject, under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a
material fact, required to be stated therein or necessary to make the
statements therein not misleading, contained in any Registration
Statement or any post-effective amendment thereto or in the Prospectus or
any amendment or supplement to the Prospectus, or any sales literature
provided by the Company or by the Distributor.
(3) Broker agrees to indemnify and hold harmless Company and Distributor and
each of their current and former directors and officers and each person,
if any, who controls or has controlled Company or Distributor within the
meaning of the 1933 Act or the 1934 Act, against any losses, claims,
damages or liabilities to which Company or Distributor and any such
director or officer or controlling person may become subject, under the
1933 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon:
(a) Any unauthorized use of sales materials or any verbal or written
misrepresentations or any unlawful sales practices concerning the
Contracts by Brokers, its agents, employees or representatives; or
(b) Claims by agents or representatives or employees of Broker for
commissions, service fees, development allowances or other compensation
or remuneration of any type;
(c) The failure of Broker, its officers, employees, or agents to comply
with the provisions of this Agreement; and Broker will reimburse Company
and Distributor and any director or officer or controlling person of
either for any legal or other expenses reasonably incurred by Company,
Distributor, or such director, officer of controlling person in
connection with investigating or defending any such loss, claims, damage,
liability or action. This indemnity agreement will be in addition to any
liability which Broker may otherwise have.

H. Assignability
-------------
<PAGE>

This Agreement shall not be assigned by either party without the written
consent of the other.

I. Governing Law
-------------
This Agreement shall be governed by and construed in accordance with the
laws of the State of Iowa.
J. Notices
-------
All communications under the Agreement shall be in writing and shall be
deemed delivered when mailed by certified mail, postage prepaid.
Alternatively, communications shall be deemed delivered by timely
transmission of the writing, delivery charges prepaid, to a third party
company or governmental entity providing delivery services in the ordinary
course of business, which guarantees delivery to the other party on the
next business day. Notices shall be sent to the following addresses unless
and until the addressee notifies the other party of a change in address
according to the terms of this Section:

<S> <C>
(1) if to Broker, to: (2) if to the Distributor or Company,
send to the Company, to:

--------------------- PFL Life Insurance Company
---------------------(street address) Financial Markets Division
--------------------- 4333 Edgewood Road NE
---------------------(city, state, zip) Cedar Rapids, Iowa 52499
---------------------(telephone no.)
---------------------(fax no.) (319) 297-8208 (telephone no.)
Attention------------ (319) 297-8132 (fax no.)
</TABLE>

In Witness Whereof, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

----------------------------------
(Broker Name)

By:
-------------------------------

Title:
----------------------------

AFSG SECURITIES CORPORATION
(Distributor)

By:
-------------------------------

Title:
----------------------------

PFL LIFE INSURANCE COMPANY
(Company)

By:
-------------------------------

Title:
----------------------------
<PAGE>

EXHIBIT A

General Letter of Recommendation

BROKER-DEALER hereby certifies to the Company that all the following
requirements will be fulfilled in conjunction with the submission of
licensing/appointment papers for all applicants as agents of the Company
submitted by BROKER-DEALER. BROKER-DEALER will, upon request, forward proof of
compliance with same to the Company in a timely manner.

1. We have made a thorough and diligent inquiry and investigation relative to
each applicant's identity, residence and business reputation and declare
that each applicant is personally known to us, has been examined by us, is
known to be of good moral character, has a good business reputation, is
reliable, is financially responsible and is worthy of a license. Each
individual is trustworthy, competent and qualified to act as an agent for
the Company to hold himself out in good faith to the general public.

2. We have on file a U-4 form which was completed (and has been amended, as
required) by each applicant. We have fulfilled all the necessary
investigative requirements for the registration of each applicant as a
registered representative through our NASD member firm, including but not
limited to: (i) checking for and investigating criminal arrest and
conviction records available to Broker-Dealer on the CRD system; and (ii)
communicating with each employer of the applicant for 3 years prior to the
applicant's registration with our firm. Each applicant is presently
registered as an NASD registered representative.

The above information in our files indicates no fact or condition which
would disqualify the applicant from receiving a license and all the findings of
all investigative information is favorable.

At the time of application, in those states required by the Company, we
shall provide the Company with a copy of the entire U-4 form, or designated
pages, thereof, completed by each applicant, including any amendments or
updates thereto, and we certify those items are true copies of the
original.

3. We certify that all educational requirements have been met for the
specified state each applicant is requesting a license in, and that all
such persons have fulfilled the appropriate examination, education and
training requirements.

4. If the applicant is required to submit his picture, his signature, and
securities registration in the state in which he is applying for a license,
we certify that those items forwarded to the Company are those of the
applicant and the securities registration is a true copy of the original.

5. We hereby warrant that the applicant is not applying for a license with the
Company in order to place insurance chiefly and solely on his life or
property, or lives or property of his relatives, or property or liability
of his associates.

6. We will not permit any applicant to transact insurance in a state as an
agent until duly licensed and appointed therefor with the appropriate State
Insurance Department. No applicants have been given a contract or furnished
supplies, nor have any applicants been permitted to write, solicit
business, or act as an agent in any capacity, and they will not be so
permitted until the certificate of authority or license applied for is
received.

<PAGE>

EXHIBIT (6)(k)
--------------

FORM OF POLICY FOR
THE ENDEAVOR VARIABLE ANNUITY.

<PAGE>

[LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]

ANNUITANT: JOHN DOE

OWNER(S): JOHN DOE

POLICY NUMBER: SC - 123456EDV

POLICY DATE: January 10, 1997

WE AGREE

*To provide annuity payments as set forth in this policy;

*Or to pay withdrawal benefits in accordance with Section 5 of this policy;

*Or to pay death proceeds in accordance with Section 9 of this policy.

Withdrawals may be subject to an Excess Interest Adjustment reflecting changes
in interest rates in accordance with Section 5 of this policy. Transfers and
amounts applied to a Payment Option may also be subject to an Excess Interest
Adjustment in accordance with Sections 8 and 10, respectively, of this policy.

These agreements are subject to the provisions of this policy. This policy is
issued in consideration of the application, or information provided in lieu
thereof, and payment of the initial premium.

This policy may be applied for and issued to qualify as a tax-qualified annuity
under the applicable sections of the Internal Revenue Code.

20 DAY RIGHT TO CANCEL

You may cancel this policy by delivering or mailing a written notice or sending
a telegram to us. You must return the policy before midnight of the twentieth
day after the day you receive it. Notice given by mail and return of the policy
by mail are effective on being postmarked, properly addressed and postage
prepaid.

We will pay you an amount equal to the sum of:

*the premiums paid; and

*the accumulated gains or losses, if any, in the Separate Account on the date of
cancellation;

unless otherwise required by law.

Signed for us at our home office.

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

SECRETARY PRESIDENT

This policy is a legal contract between the policyowner and the company.
READ YOUR POLICY CAREFULLY

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

SECTION 1
DEFINITIONS

ANNUITANT

The person to whom annuity payments will be made, unless another payee is named.

ANNUITY COMMENCEMENT DATE

Date the annuitant will begin receiving payments from this policy, which may not
be later than the last day of the policy month starting after the Annuitant
attains age 85, except as expressly allowed by us, but in no event later than
the last day of the month following the month in which the Annuitant attains age
95.

ADJUSTED POLICY VALUE

Amount, defined in Section 4, that can be used to fund one of the Payment
Options. Also referred to as Policy Proceeds described in Section 10.

CASH VALUE

Amount, defined in Section 5, that can be withdrawn if the annuity is
surrendered.

DISTRIBUTION

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

INVESTMENT OPTIONS

Any of the Guaranteed Period Options of the Fixed Account, the Dollar Cost
Averaging Fixed Account Option, and any of the Subaccounts of the Separate
Account.

PAYEE

The person to whom annuity payments will be made.

PAYMENT OPTIONS

Options through which the distribution of the Adjusted Policy Value can be
directed.

POLICY ANNIVERSARY

The anniversary of the Policy Date for each year the policy remains in force.

POLICY DATE

The date shown on page 3 of this policy and the date on which this policy
becomes effective.

POLICY YEAR

The 12 month periods following the Policy Date shown on the Policy Data page.
The first Policy Year starts on the Policy Date. Each subsequent year starts on
the anniversary of the Policy Date.

SUBACCOUNT

A division of the Separate Account, as described in Section 6.

SURRENDER

A partial or full withdrawal of funds from the Policy Value or Cash Value.

WITHDRAWAL

A distribution of funds from the Policy Value or Cash Value.

YOU, YOUR

The owner of this policy. Unless otherwise specified on the Policy Data page,
the annuitant and the owner shall be one and the same person.

PAGE 2
<PAGE>

SECTION 2 - POLICY DATA

POLICY NUMBER: ANNUITANT:

INITIAL PREMIUM:
PAYMENT: ISSUE AGE/SEX:

POLICY DATE: OWNER(S):

ANNUITY
COMMENCEMENT DEATH BENEFIT
DATE: OPTION:

Fixed Account Guaranteed Minimum Effective Annual Interest Rate: 3%

Distribution Financing Charge: .15%
(deducted prior to the Annuity Commencement Date only, and during the first 7
policy years only)

Before the Annuity Commencement Date:

Death Benefit Option A or B -
Mortality and Expense Risk Fee and Administrative Charge: 1.40%

Death Benefit Option C -
Mortality and Expense Risk Fee and Administrative Charge: 1.25%

After the Annuity Commencement Date:

Death Benefit Option A, B, or C -
Mortality and Expense Risk Fee and Administrative Charge: 1.25%

PAGE 3
<PAGE>

SECTION 3 - PREMIUM PAYMENTS

PAYMENT OF PREMIUMS

Premium Payments may be made any time while this policy is in force before the
Annuity Commencement Date. You may start or stop, increase or decrease, or skip
any premium payments.

MAXIMUM AND MINIMUM PREMIUM PAYMENT

The premium payments may not be more than the amount permitted by law if this is
a tax-qualified annuity. The minimum initial premium is $5,000. If this policy
is being used as a tax-qualified annuity, the minimum initial premium is $1,000,
except that no minimum initial premium payment will be required for 403(b)
annuities. The minimum subsequent premium payment we will accept is $50. The
maximum total premium payments which we will accept without prior Company
approval is $1,000,000.

PREMIUM PAYMENT DATE

The premium payment date is the date on which the premium is credited to the
policy. The initial premium payment less any applicable premium taxes will be
credited to the policy within two business days of receipt of the premium
payment and the information needed. Subsequent additional premium payments will
be credited to the policy as of the business day when the premium payment and
required information are received. A business day is any day on which the New
York Stock Exchange is open for trading.

ALLOCATION OF PREMIUM PAYMENTS

Premium payments may be applied to various Investment Options which we make
available. You must indicate what percent of each premium payment to allocate
to various Investment Options. Each percent may be either zero or any whole
number, however, the allocation amount all accounts must total 100%.

CHANGE OF ALLOCATION

You may change the allocation of premium payments to various Investment Options.
You must tell us in a notice you sign which gives us the facts that we need.
Payments received after the date on which we receive your notice will be applied
on the basis of the new allocation.

PREMIUM TAXES

Your state may impose a premium tax. It may be imposed either when a premium
payment is made, on the Annuity Commencement Date, on the date of death, or on
the date of full surrender. When permitted by state law, we will not deduct the
tax until the Annuity Commencement Date, date of death, or date of full
surrender.

SECTION 4 - POLICY VALUE

POLICY VALUE
On or before the Annuity Commencement Date, the Policy Value is equal to your:
(a) premiums paid; minus
(b) Gross Partial Withdrawals; plus
(c) interest credited in the Fixed Account; plus
(d) accumulated gains or losses in the Separate Account; minus
(e) service charges, premium taxes and transfer fees, if any.

ADJUSTED POLICY VALUE

The Adjusted Policy Value is the Policy Value increased or decreased by any
Excess Interest Adjustment.

You may use the Adjusted Policy Value on the Annuity Commencement Date to
provide lifetime income or income for a period of no less than 60 months under
the Payment Options in Section 10.

SERVICE CHARGE

On each Policy Anniversary and at the time of surrender during any Policy Year
before the Annuity Commencement Date, we reserve the right to charge up to $35
for policy administration expenses. The Service Charge will be deducted from
Investment Option in proportion to the portion of the Policy Value (prior to
such charge) in each Investment Option. In no event will the Service Charge
exceed 2% of the Policy Value on the Policy Anniversary or at the time of
surrender.

The Service Charge will not be deducted on a Policy Anniversary or at the time
of surrender if, at either of these times, (1) the sum of all premium payments
less the sum of all withdrawals taken is at least $50,000 or (2) the Policy
Value is at least $50,000.

PAGE 4
<PAGE>

SECTION 5 - CASH VALUE AND PARTIAL WITHDRAWALS

CASH VALUE

The Cash Value may be partially withdrawn or will be paid in the event of a full
surrender of the policy. We must receive your written withdrawal or surrender
request before the Annuity Commencement Date.

The current amount of your policy's Cash Value is available upon request. On or
before the Annuity Commencement Date, the Cash Value is equal to the Adjusted
Policy Value less any Surrender Charges.

There is no Cash Value after annuity payments have commenced.

EXCESS INTEREST ADJUSTMENT

Full Surrenders, Partial Withdrawals, transfers and amounts applied to a Payment
Option (prior to the end of any Guaranteed Period only) from the Fixed Account
Guaranteed Period Options described in Section 7, will be subject to an Excess
Interest Adjustment. Certain Partial Withdrawals may not be subject to an
Excess Interest Adjustments as provided for in the Partial Withdrawals provision
below.

Excess Interest Adjustment = S x (G-C) x (M/12)

where: S is the gross (i.e. before surrender charges and premium taxes, if any)
amount being surrendered, withdrawn, transferred or applied to a
Payment Option that is subject to the Excess Interest Adjustment.

G is the guaranteed interest rate applicable to S.

C is the current guaranteed interest rate then being offered on new
premium payments for the next longer Guaranteed Period than "M". If
this policy form or such a Guaranteed Period is no longer offered, "C"
will be the U.S. Treasury rate for the next longer maturity (in whole
years) than "M" on the 25th day of the previous calendar month, plus
up to 2%.

M is the number of months remaining in the Guaranteed Period for S,
rounded up to the next higher whole number of months.

The Excess Interest Adjustment at the time of Full Surrender will not reduce
the Adjusted Policy Value for the Fixed Account below the amount paid into,
less any prior withdrawals and transfers from the Fixed Account, plus interest
at the 3% guaranteed effective annual interest rate.

PARTIAL WITHDRAWALS

We will pay you a portion of the Cash Value as a Partial Withdrawal provided we
receive your written request while the policy is in effect and before the
Annuity Commencement Date. When you request a Partial Withdrawal you must tell
us how it is to be allocated among the various Investment Options. If not
allocation instructions are given, the withdrawal will be deducted from each
Investment Option in the same proportion that the Policy owner's interest in
each Investment Option bears to the Policy's total Policy Value. If your
request for a Partial Withdrawal from any Investment Option is less than or
equal to that Option's Cash Value, we will pay you the amount of your request.
However, if your request for a Partial Withdrawal from any Investment Option is
greater than that Option's Cash Value, we will pay you the Cash Value of that
Investment Option.

Partial Withdrawals may be made free from Surrender Charges and free from
Excess Interest Adjustment in three different ways. You may only choose one of
the following options in any given Policy Year.

1. LUMP SUM

After the first Policy Year, amounts ($500 minimum) up to 10% of the Policy
Value at the time of withdrawal are available as a lump sum distribution
once per Policy Year with no Excess Interest Adjustment and no Surrender
Charges.

2. SYSTEMATIC PAYOUT OPTION

During any Policy Year, including the first, a Systematic Payout Option
(SPO) is available on a monthly, quarterly, semi-annual or annual basis.
SPO payouts must be at least $50 each and may not exceed 10% of the Policy
Value at the time SPO is made divided by the number of payouts made per year
(e.g. 12 for monthly). No Surrender Charges and no Excess Interest
Adjustment will apply to the SPO payout. Monthly and quarterly payouts must
be sent through electronic funds transfer directly to your checking or
savings account. You may start or stop SPO payouts at any time; however, 30
days written notice is required to stop SPO payouts.

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

PAGE 5
<PAGE>

SECTION 5 - CONT

3. MINIMUM REQUIRED DISTRIBUTION

For tax-qualified plans, Partial Withdrawals taken to satisfy minimum
distribution requirements under Section 401(a)(9) of the Internal Revenue
Code (IRC) are available with no Surrender Charge and no Excess Interest
Adjustment. The amount available from this policy with respect to the
minimum distribution requirement is based solely on this policy.

The owner must be at least 70 1/2 years old in the calendar year of
distribution, must submit a written request to us and must take the
distribution before year end. If the owner attains age 70 1/2 in the
calendar year of distribution, a written request which is postmarked no
later than the end of the current calendar year must be submitted to us.

Systematic minimum distributions must be at least $50 or a lump sum
distribution. is available if minimum required distributions are less than
$50.

Any amount requested in excess of the IRC minimum required distribution will
have the appropriate Surrender Charges and Excess Interest Adjustment
applied.

The Gross Partial Withdrawal is the total amount with will be deducted from your
Policy Value as a result of each Partial Withdrawal. The Gross Partial
Withdrawal may be more or less than your requested partial Withdrawal amount,
depending on whether Surrender Charges and/or Excess Interest Adjustments apply
at the time you request the Partial Withdrawal. The Excess Partial Withdrawal
amount is the portion of the requested Partial Withdrawal that is subject to
Surrender Charge.

The formula for determining the Gross Partial Withdrawal is as follows:

Gross Partial Withdrawal = R - E + SC

where: R is the requested Partial Withdrawal
E is the Excess Interest Adjustment; and
SC is the Surrender Charge on (EPW - E);
where
EPW is the Excess Partial Withdrawal amount.

If any Partial Withdrawal reduces the Cash Value below $500, we reserve the
right to pay the full Cash Value and terminate this policy.

We may delay payment of the Cash Value for up to 6 months after we receive your
request. If the Owner dies after the request is received, but before the
request is processed, the request will be processed before the death proceeds
are determined.

Premium Payments withdrawn seven or more years after their payment date are not
subject to Surrender Charges.

SURRENDER CHARGES

Amounts withdrawn in excess of the Surrender Charge free withdrawal provisions
above are subject to a Surrender Charge. The amount of this charge, if any,
will be a percentage, as shown in the table below, of the amount of premium
withdrawn:

Number of Years
Since Premium Percentage of
Payment Date Premium Withdrawn
<S> <C>
0 - 1 7%
1 - 2 7%
2 - 3 6%
3 - 4 6%
4 - 5 5%
5 - 6 4%
6 - 7 2%
7 or more 0%
</TABLE>

For Surrender Charge purposes, the oldest premium payment is considered to be
withdrawn first. If the amount withdrawn exceeds this, the next oldest premium
payment is considered to be withdrawn, and so on until the most recent premium
payment is considered to be withdrawn. Premium Payments are deemed to be
withdrawn before earnings.

After all premium payments are considered to be withdrawn, the remaining
Adjusted Policy Value may be withdrawn free of any Surrender Charge.

GUARANTEED RETURN OF FIXED ACCOUNT PAYMENTS

Upon full surrender of the policy, you will always receive at least the premium
payments made to, less prior withdrawals and transfers from, the Fixed Account.

MINIMUM VALUES

Benefits available under this policy are not less than those required by any
statute of the state in which the policy is delivered.

PAGE 6
<PAGE>

SECTION 6 - SEPARATE ACCOUNT

SEPARATE ACCOUNT

We have established and will maintain a Separate Account under the laws of the
state of Iowa. Any realized or unrealized income, net gains and losses from the
assets of the Separate Account are credited to or charged against it without
regard to our other income, gains or losses. Assets are put in the Separate
Account for this policy, as well as for other variable life insurance and
annuity policies. The Separate Account may invest assets in shares of one or
more mutual funds. Fund shares are purchased, redeemed and valued on behalf of
the Separate Account.

The Separate Account is divided into Subaccounts. Each Subaccount invests
exclusively in shares of one of the portfolios of an underlying fund. We
reserve the right to add or remove any Subaccount of the Separate Account.

The assets of the Separate Account are our property. These assets will equal or
exceed the reserves and other contract liabilities of the Separate Account.
These assets will not be chargeable with liabilities arising out of any other
business we conduct. We reserve the right to transfer assets of a Subaccount,
in excess of the reserves and other contract liabilities with respect to that
Subaccount, to another Subaccount or to our General Account.

We will determine the fair market value of the assets of the Separate Account in
accordance with a method of valuation which we establish in good faith.
Valuation Period means the period of time from one determination of the value of
each Subaccount to the next. Such determinations are made when the value of the
assets and liabilities of each Subaccount is calculated. This is generally each
day on which the New York Stock Exchange is open.

We also reserve the right to transfer assets of the Separate Account, which we
determine to be associated with the class of policies to which this policy
belongs, to another separate account. If this type of transfer is made, the
term "Separate Account", as used in this policy, shall then mean the separate
account to which the assets were transferred.

We also reserve the right, when permitted by law, to:

(a) deregister the Separate Account under the Investment Company Act of 1940;

(b) manage the Separate Account under the direction of a committee at any time;

(c) restrict or eliminate any voting rights of policyowners or other persons who
have voting rights as to the Separate Account; and

(d) combine the Separate Account with one or more other separate accounts;

(e) create new Separate Accounts;

(f) add new Subaccounts to or remove existing Subaccounts from the Separate
Account, or combine Subaccounts;

(g) add new underlying mutual funds, remove existing mutual funds, or substitute
a new fund for an existing fund.

Any Separate Account may invest assets in shares of one or more mutual fund
portfolios, or in the case of a managed Separate Account, direct investments in
stocks or other securities as permitted by law. Fund Shares refer to shares of
underlying mutual funds or prorata ownership of the assets held in a Subaccount
of a managed Separate Account. The Net Asset Value of a fund share is the per-
share value calculated by the mutual fund, or in the case of a managed Separate
Account by the Company. The Net Asset Value is computed by adding the value of
the Subaccount's investments, cash and other assets, subtracting its
liabilities, and then dividing by the number of shares outstanding. Net Asset
Values of fund shares reflect investment advisory fees and other expenses
incurred in managing a mutual fund or a managed Separate Account.

CHANGE IN INVESTMENT OBJECTIVE OR POLICY OF A MUTUAL FUND

If required by law or regulation, an investment policy of the Separate Account
will only be changed if approved by the appropriate insurance official of the
state of Iowa or deemed approved in accordance with such law or regulation. If
so required, the process for obtaining such approval is filed with the insurance
official of the state or district in which this policy is delivered.

CHARGES AND DEDUCTIONS

The Mortality and Expense Risk Fee and the Administrative Charge are each
deducted both before and after the Annuity Commencement Date to compensate for
increased mortality and expenses not anticipated by the mortality and
maintenance charges guaranteed in the contract.

The Service Charge is deducted prior to the Annuity Commencement Date only. In
addition, a Distribution Financing Charge is deducted (prior to the Annuity
Commencement Date only and during the first seven policy years only) to
compensate for costs of distributing the policy.

If the Mortality and Expense Risk Fee(s) and/or Distribution Financing Charge(s)
are more than sufficient, the Company will retain the balance as profit.

PAGE 7
<PAGE>

SECTION 6 - SEPARATE ACCOUNT - CONT

ACCUMULATION UNITS

The Policy Value in the Separate Account before the Annuity Commencement Date is
represented by accumulation units. The dollar value of accumulation units for
each Subaccount will change from day to day reflecting the investment experience
of the Subaccount.

Premium payments allocated to and any amounts transferred to the Subaccounts
will be applied to provide accumulation units in those Subaccounts. The number
of accumulation units purchased in a Subaccount will be determined by dividing
the premium payment allocated to or any amount transferred to that Subaccount,
by the value of an accumulation unit for that Subaccount on the payment or
transfer date.

The number of accumulation units withdrawn or transferred from the Subaccounts
will be determined by dividing the amount withdrawn or transferred by the value
of an accumulation unit for that Subaccount on the withdrawal or transfer date.

The value of an accumulation unit on any business day is determined by
multiplying the value of that unit at the end of the immediately preceding
valuation period by the net investment factor for the valuation period.

The net investment factor used to calculate the value of an accumulation unit in
each Subaccount for the Valuation Period is determined by dividing (a) by (b)
and subtracting (c) from the result, where:

(a) is the result of:

(1) the net asset value of a fund share held in that Subaccount determined
as of the end of the current valuation period; plus
(2) the per share amount of any dividend or capital gain distributions made
by the fund for shares held in that Subaccount if the ex-dividend date
occurs during the valuation period; plus or minus
(3) a per share charge or credit for any taxes reserved for, which we
determine to have resulted from the investment operations of that
Subaccount.

(b) is the net asset value of a fund share held in that Subaccount determined as
of the end of the immediately preceding valuation period.

(c) is a factor representing the Mortality and Expense Risk Fee, and
Administrative Charge and Distribution Financing Charge. This factor is
less than or equal to, on an annual basis, the sum of the applicable
percentages shown on page 3 of the daily net asset value of a fund share
held in that Subaccount.

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

PAGE 8
<PAGE>

SECTION 7 - FIXED ACCOUNT - CONT

FIXED ACCOUNT

Premium payments applied to and any amounts transferred to the Fixed Account
will reflect a fixed interest rate. The interest rates we set will be credited
for increments of at least one year measured from each premium payment or
transfer date. These rates will never be less than an effective annual interest
rate of 3%.

GUARANTEED PERIODS

We may offer optional Guaranteed Periods, i.e. Guaranteed Period Option(s), into
which premiums may be paid or amounts transferred. The current interest rate we
set for funds entering each Guaranteed Period Option (GPO) is guaranteed until
the end of that option's Guaranteed Period. At that time, the premium payment
made or amount transferred into the GPO less any withdrawals or transfers from
that GPO, plus interest, will be rolled into a new GPO or may be transferred to
any Subaccount(s) within the Separate Account.

You may choose the Investment Option(s) you want the funds rolled into by giving
us notice within 30 days before the end of the expiring option's Guaranteed
Period. However, any Guaranteed Period elected may not extend beyond the
maximum Annuity Commencement Date defined in Section 11. In the absence of such
election, the funds will be rolled into a new GPO which is the same as the
expiring GPO unless that GPO is no longer offered, in which case, the next
shorter GPO offered will be used. We reserve the right for new premium
payments, transfers, or rollovers to offer or not to offer any GPO, except that
we will always offer at least a one year GPO.

For purposes of crediting interest when funds are withdrawn from or transferred
into a Guaranteed Period, the amount of the oldest premium payment or rollover
into that GPO is considered to be withdrawn first. If the amount withdrawn
exceeds this amount, the next oldest premium payment or rollover is considered
to be withdrawn next, and so on until the most recent premium payment or
rollover is considered to be withdrawn (this is a "First-In, First-Out" or FIFO
procedure). Premium Payment(s) or rollover(s) are deemed to be withdrawn first,
then interest credited.

Partial Withdrawals, full Surrenders, transfers, and amount applied to a Payment
Option (prior to the end of any Guaranteed Period only) from the GPO(s) are
subject to an Excess Interest Adjustment, as described in Section 5.

DOLLAR COST AVERAGING FIXED ACCOUNT OPTION

We may offer a Dollar Cost Averaging (DCA) Fixed Account Option separate from
the GPO(s). This option will have a one year interest rate guarantee. The
current interest rate we set for the DCA Fixed Account any differ from the rates
credited on other GPO(s) in the Fixed Account. In addition, the current
interest rate we credit may vary on different portions of the DCA Fixed Account.
The credited interest rate will never be less than the minimum effective annual
interest rate of 3%. The DCA Fixed Account Option will only be available under
a Dollar Cost Averaging program as described in Section 8.

PAGE 9
<PAGE>

SECTION 8 - TRANSFERS

A. TRANSFERS BEFORE THE ANNUITY COMMENCEMENT DATE

Prior to the Annuity Commencement Date, you may transfer the value of the
accumulation units from one Subaccount to another within the Separate Account or
to any Guaranteed Period Option (GPO) of the Fixed Account, or from the
Guaranteed Period Options of the Fixed Account to the Separate Account. If you
want to transfer, you must tell us in a notice you sign or through an electronic
notice which gives us the facts that we need.

You may choose which GPO to transfer to or from, however, any GPO elected may
not extend beyond the maximum Annuity Commencement Date defined in Section 11.
Transfers from a Guaranteed Period prior to the end of that GPO are subject to
the Excess Interest Adjustment described in Section 5. If the Excess Interest
Adjustment at the time of a transfer request from any GPO is a negative
adjustment, then the maximum amount that can be transferred is 25% of that GPO's
Policy Value, less amounts previously transferred out of that GPO during the
current policy year. No maximum will apply to amounts transferred from any GPO
if the Excess Interest Adjustment is a positive adjustment at the time of
transfer.

We will also offer you the option to transfer an amount equal to the interest
credited in the GPO(s) to any Investment Option(s) on a "First-in, First-out"
basis. Each transfer will be subject to a minimum amount of $50. No Excess
Interest Adjustment will apply to such transfers of interest.

No transfers will be allowed out of the Dollar Cost Averaging Fixed Account
Option except through the Dollar Cost Averaging Option.

The minimum amount which may be transferred is the lesser of $500 or the entire
Subaccount or GPO's value(s). However, if the remaining Subaccount or GPO
value(s) is less than $500, we have the right to include that amount as part of
the transfer.

We reserve the right to limit transfers to no more than 12 in any one policy
year. Any transfers in excess of 12 per policy year may be charged a $10 fee
per transfer.

DOLLAR COST AVERAGING OPTION

Prior to the Annuity Commencement Date, you may instruct us to automatically
transfer a specified amount from the Money Market Subaccount, the Dollar Cost
Averaging (DCA) Fixed Account Option, or the U.S. Government Securities
Subaccount to any other Subaccount(s) of the Separate Account. The automatic
transfers can occur monthly or quarterly. If the Dollar Cost Averaging request
is receive prior to the 28th day of any month, the first transfer will occur on
the 28th day of that month. If the Dollar Cost Averaging request is received on
or after the 28th day of any month, the first transfer will occur on the 28th
day of the following month.

Prior to the Annuity Commencement Date, no transfers (except through Dollar Cost
Averaging) will be allowed from the DCA Fixed Account.

Transfers will continue until the elected Subaccount or DCA Fixed Account value
is depleted. The amount transferred each time must be at least $500. All
transfers from the DCA account will be the same amount as the initial transfer
unless subsequently changes. Changes to the amount transferred will only be
allowed when additional premium is allocated or a new amount is transferred into
the DCA Account. Changes can be made to the Subaccounts to which these transfer
are allocated. Transfers must be scheduled for a least 6, but not more than 24
months or for at least 4, but not more than 8 quarters each time the Dollar Cost
Averaging program is started or restarted following termination of the program
for any reason. Dollar Cost Average in transfers will not be subject to an
Excess Interest Adjustment.

You may discontinue Dollar Cost Averaging after satisfying the minimum number of
required transfers by sending written notice to us. While Dollar Cost Averaging
is in effect, Asset Rebalancing is not available.

PAGE 10
<PAGE>

SECTION 8 - TRANSFERS - CONT

ASSET REBALANCING

Prior to the Annuity Commencement Date, you may instruct us to automatically
transfer amounts among the Subaccounts of the Separate Account on a regular
basis to maintain a desired allocation of the Policy Value among the various
Subaccounts offered. Rebalancing will occur on a monthly, quarterly, semi-
annual or annual basis, beginning on a date you select. You must select the
percentage of the Policy Value you desire in each of the various Subaccounts
offered (totaling 100%). Any amounts in the Fixed Account are ignored for the
purposes of asset rebalancing. Asset Rebalancing is not available while Dollar
Cost Averaging is in effect. Rebalancing will cease as soon as we receive a
request for any other transfer.

B. TRANSFERS AFTER THE ANNUITY COMMENCEMENT DATE

After the Annuity Commencement Date, you may transfer the value of the variable
annuity units from one Subaccount to another within the Separate Account or to
the Fixed Account. If you want to transfer the value of the variable annuity
units, you must tell us in a notice you sign or through an electronic notice
which gives us the facts that we need.

The minimum amount which may be transferred is the lesser of $10 monthly income
or the entire monthly income of the variable annuity units in the Subaccount
from which the transfer is being made. If the monthly income of the remaining
units in a Subaccount is less than $10, we have the right to include the value
of those variable annuity units as part of the transfer.

After the Annuity Commencement Date, no transfers may be made from the Fixed
Account to the Separate Account.

We reserve the right to limit transfers between the Subaccounts or to the Fixed
Account to once per Policy Year except under the Dollar Cost Averaging Option.

PAGE 11
<PAGE>

SECTION 9 - DEATH PROCEEDS

A. DEATH PROCEEDS PRIOR TO ANNUITY COMMENCEMENT DATE

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

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

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

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

If you have not selected a payment option by the date of death, the beneficiary
may make such election within one year of the date we receive due proof of the
Owner's or Annuitant's death as described in C. below. The beneficiary may elect
to receive the death proceeds as a lump sum payment or may use the death
proceeds to provide any of the annuity payment options described in Section 10.
Interest on death proceeds will be paid as required by law.

B. GUARANTEED MINIMUM DEATH BENEFIT

The amount of the Guaranteed Minimum Death Benefit (GMDB) is based on the death
benefit shown on page 3. You many not change the GMDB option after the policy is
issued.

Option A: 5% Annually Compounding Death Benefit

This GMDB is equal to the total premiums paid for this policy, less any
Adjusted Partial Withdrawals (as described below), accumulated at 5%
interest per annum from the payment or withdrawal date to the date of death.

Option B: Double Enhanced Death Benefit

This GMDB is equal to the greater of (1) and (2) where:

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

a) the total Premium Payments; minus

b) Adjusted Partial Withdrawals, (as described below); plus

c) interest accumulated at 5% per annum from the payment or
withdrawal date to the earlier of the date of death or the owner's
81st birthday.

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

a) the largest Policy Value on the Policy Date or on any Policy
Anniversary prior to the earlier of the date of death or the
owner's 81st birthday; plus

b) any Premium Payments subsequent to the date of the Policy
Anniversary with the largest Policy Value; minus

c) any Adjusted Partial Withdrawals (as described below), subsequent
to the date of the Policy Anniversary with the largest Policy
Value.

Option C: Return of Premium Death Benefit

This GMDB is equal to the total premiums paid for this policy, less any
Adjusted Partial Withdrawals (as described below), as of the date of
death.

A Partial Withdrawal taken as provided in Section 5 will reduce the Guaranteed
Minimum Death Benefit by an amount referred to as the "Adjusted Partial
Withdrawal". The Adjusted Partial Withdrawal may be a different amount than the
Gross Partial Withdrawal described in Section 5. Each Adjusted Partial
Withdrawal is equal to the Gross Partial Withdrawal multiplied by an Adjustment
Factor. The Adjustment Factor is equal to the amount of death proceeds prior to
the Partial Withdrawal divided by the Policy Value prior to the Partial
Withdrawal.

C. DEATH PRIOR TO ANNUITY COMMENCEMENT DATE

Death proceeds are payable contingent upon the relationships between the owner,
annuitant, successor owner and beneficiary as outlined below. The policy must
be surrendered upon settlement or on proof of death.

1. Annuitant and owner are the same.

When we have due proof that the owner died before the Annuity Commencement
Date, we will provide the death proceeds to the beneficiary.

a) Beneficiary is the deceased owner's surviving spouse. The beneficiary
may elect to continue this policy as the owner and annuitant rather than
receiving the death proceeds. If the policy is continued, an amount
equal to the excess, if any, of the Guaranteed Minimum Death Benefit
over the Policy Value will then be added to the Policy Value. This
amount will be added only once, at the time of such election. If the
policy is continued, all future Surrender Charges will be waived.

If this beneficiary elects to have the death proceeds paid, the death
proceeds must be distributed:

(1) by the end of 5 years after the date of the deceased owner's death,
or

(2) payments must begin no later than one year after the deceased
owner's death and must be made for a period certain or for this
beneficiary's lifetime, so long as any period certain does not exceed
this beneficiary's life expectancy.

PAGE 12
<PAGE>

SECTION 9 - CONT

b) Beneficiary is not the deceased owner's surviving spouse. The death
proceeds must be distributed as provided in I.a)(1) or I.a)(2) above.

c) Death proceeds which are not paid to or for the benefit of a natural
person must be distributed by the end of 5 years after the date of the
deceased owner's death.

II. Annuitant and owner are different and the annuitant dies.

When we have due proof that the annuitant died prior to the Annuity
Commencement Date, the owner will become the new annuitant and no death
proceeds are payable. If the owner is also the deceased annuitant's
surviving spouse, an amount equal to the excess, if any, of the Guaranteed
Minimum Death Benefit over the Policy Value will then be added to the
Policy Value. This amount will be added only once.

However, in lieu of becoming the new Annuitant, the owner may elect to have
the death proceeds distributed to the beneficiary on the death of the
Annuitant. This election must be in writing and must be received by us
prior to the Annuitant's death. In such case, when we have due proof that
the annuitant died prior to the Annuity Commencement Date, we will provide
the death proceeds to the beneficiary.

a) If the owner has elected to have the death proceeds paid as a lump sum,
the beneficiary must, within 60 days of our receipt of due proof of the
annuitant's death, either:

1) receive the lump sum proceeds; or

2) elect to receive annuity payments. Such payments must begin within
one year of our receipt of due proof of the annuitant's death and
must be made for a period certain or for this beneficiary's
lifetime, so long as any period certain does not exceed this
beneficiary's life expectancy.

b) Death proceeds which are not paid to or for the benefit of a natural
person must be distributed by the end of 5 years after the date of the
annuitant's death.

III. Annuitant and owner are different and the owner dies.

If the owner dies prior to the Annuity Commencement Date and before the
entire interest in the policy is distributed, the successor owner will
become the new owner. The remaining portion of any interest in the policy
must be distributed to the extent provided below in III.a), III.b), III.c)
or III.d).

a) Successor owner is the deceased owner's surviving spouse. The successor
owner may elect to continue this policy rather than receive the
Adjusted Policy Value. If the policy is continued, all future Surrender
Charges will be waived. If the successor owner elects to receive the
Adjusted Policy Value, the Adjusted Policy Value must be distributed:

(1) by the end of 5 years after the date of the deceased owner's death,
or

(2) payments must begin no later than one year after the deceased
owner's death and must be made for a period certain or for the
successor owner's lifetime, so long as any period certain does not
exceed the successor owner's life expectancy.

b) Successor owner is not the deceased owner's surviving spouse. The
Adjusted Policy Value must be distributed as provided in III.a)(1) or
III.a)(2) above.

c) Successor owner is not a natural person. The Adjusted Policy Value must
be distributed as provided in III.a)(1) above.

d) No successor owner survives the deceased owner. The deceased owner's
estate will become the new owner (or the estate may name a new owner).
The executor or Administrator must be named in a form acceptable to us.
The Adjusted Policy Value must be distributed by the end of 5 years
after the date of the deceased owner's death.

IV. More than one Owner.

If there is more than one owner, then the death of any owner will be
treated the same as the death of the owner.

D. DEATH ON OR AFTER THE ANNUITY COMMENCEMENT DATE

The death proceeds on or after the Annuity Commencement Date depend on the
payment option selected. If any owner dies on or after the Annuity Commencement
Date, but before the entire interest in the policy is distributed, the remaining
portion of such interest in the policy will be distributed to the beneficiary at
least as rapidly as under the method of distribution being used as of the date
of that owner's death.

E. AN OWNER IS NOT AN INDIVIDUAL

In the case of a non tax-qualified annuity, if any owner or beneficial owner, is
not an individual, then for purposes of the federal income tax mandatory
distribution provisions in subsection C or D above, (1) the primary annuitant
will be treated as the owner of the policy, and (2) if there is any change in
the primary annuitant, such a change will be treated as the death of the owner.

PAGE 13
<PAGE>

SECTION 10 - ANNUITY PAYMENTS

A. GENERAL PAYMENT PROVISIONS

Payment

If this policy is in force on the Annuity Commencement Date, we will use the
Fixed Account portion and/or the Separate Account portion of the Adjusted Policy
Value to make annuity payments to the Payee under Option 3 and/or 3-V,
respectively, with 10 years certain, or if elected, under one or more of the
other options described in this section. However, the option(s) elected must
provide for lifetime income or income for a period of at least 60 months. You
will become the annuitant at the Annuity Commencement Date. Payments will be
made at 1, 3, 6 or 12 month intervals. We reserve the right to change the
frequency of payments to avoid making payments of less than $50.00.

Before the Annuity Commencement Date, if the death proceeds become payable or if
you surrender this policy, we will pay any proceeds in one sum, or if elected,
all or part of these proceeds may be placed under one or more of the options
described in this section. If we agree, the proceeds may be placed under some
other method of payment instead.

Adjusted Age

Payments under Options 3 and 5 and the first payment under Options 3-V and 5-V
are determined based on the adjusted age of the annuitant. The adjusted age is
the annuitant's actual age on the annuitant's nearest birthday, at the Annuity
Commencement Date, adjusted as follows:

Annuity
Commencement Date Adjusted Age
- ----------------- ------------
Before 2001 Actual Age
2001 - 2010 Actual Age minus 1
2011 - 2020 Actual Age minus 2
2021 - 2030 Actual Age minus 3
2031 - 2040 Actual Age minus 4
After 2040 Actual Age minus 5

Election of Optional Method of Payment

Before the Annuity Commencement Date you can elect or change a payment option.
You may elect, in a notice you sign which gives us the facts that we need,
annuity payments that may be either variable, fixed, or a combination of both.
If you elect a combination, you must also tell us what part of the policy
proceeds on the Annuity Commencement Date are to be applied to provide each type
of payment. (You must also specify which Subaccounts.) The amount of a
combined payment will be the sum of the variable and fixed payments. Payments
under a variable payment option will reflect the investment performance of the
selected Subaccount of the Separate Account.

Payee

Unless you specify otherwise, the payee shall be the annuitant, or the
beneficiary as defined in the Beneficiary provision.

Proof of Age

We may require proof of the age of any person who has an annuity purchased under
Options 3, 3-V, 5 and 5-V of this section before we make the first payment.

Minimum Proceeds

If the proceeds are less than $2,000, we reserve the right to pay them out as a
lump sum instead of applying them to a payment option.

Premium Tax

We may be required by law to pay premium tax on the amount applied to a payment
option. If so, we will deduct the premium tax before applying the proceeds.

Supplementary Contract

Once proceeds become payable and a payment option has been selected, this policy
will terminate and we will issue a supplementary contract to reflect the terms
of the selected option. The contract will name the payees and will describe the
payment schedule.

B. FIXED ACCOUNT PAYMENTS

Guaranteed Payment Options

The fixed account payment is determined by multiplying each $1,000 of policy
proceeds allocated to a fixed payment option by the amounts shown on page 12 for
the option you select. Options 1, 2 and 4 are based on a guaranteed interest
rate of 3%.

Options 3 and 5 are based on a guaranteed interest rate of 3%, and the "1983
Table a" (male, female, and unisex if required by law) mortality table improved
to the year 2000 with projection scale G. (The "1983 Table a" mortality rates
are adjusted based on improvements in mortality since 1983 to more appropriately
reflect increased longevity. This is accomplished using a set of improvement
factors referred to as projection scale G.)

Option 1 - Interest Payments

The policy proceeds may be left with us for any term agreed to. We will pay the
interest in periodic payments or it may be left to accumulate. Withdrawal
rights will be agreed upon by you and us when the option is elected. The
interest rate we declare for this option may be different than the interest
rate(s) credited prior to the Annuity Commencement Date.

Option 2 - Income for a Specified Period

Payments are made for the fixed period elected. In the event of the death of
the person receiving payments prior to the end of the fixed period, payments
will be continued to that person's beneficiary or their present value may be
paid in a single sum.

PAGE 14
<PAGE>

SECTION 10 - CONT

Option 3 - Life Income

An election may be made between "No Period Certain", "10 Years Certain" or
"Guaranteed Return of Policy Proceeds". In the event of the death of the person
receiving payments prior to the end of the period for which the election was
made, payments will be continued to that person's beneficiary or their present
value may be paid in a single sum.

Option 4 - Income of a Specified Amount

Payments are made for any specified amount until the proceeds with interest are
exhausted. In the event of the death of the person receiving payments prior to
the time proceeds with interest are exhausted, payments will be continued to
that person's beneficiary or their present value may be paid in a single sum.

Option 5 - Joint and Survivor Annuity

Payments are made during the joint lifetime of the payee and a nominee of your
selection. Payments will be made as long as either person is living.

Current Payment Options

The amounts shown in the tables on page 12 are the guaranteed amounts. Current
amounts may be obtained from us.

C. VARIABLE ACCOUNT PAYMENT OPTIONS

Variable Annuity Units

The policy proceeds you tell us to apply to a variable payment option will be
used to purchase variable annuity units in your chosen Subaccounts. The dollar
value of variable annuity units in your chosen Subaccounts will increase or
decrease reflecting the investment experience of your chosen Subaccounts. The
value of a variable annuity unit in a particular Subaccount on any business day
is equal to (a) multiplied by (b) multiplied by (c), where:

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

(b) is the net investment factor for that Subaccount for the Valuation Period;
and

The Assumed Investment Return adjustment factor for the valuation period is the
product of discount factors of .99986634 per day to recognize the 5.0% effective
annual Assumed Investment Return.

The net investment factor used to calculate the value of a variable annuity unit
in each Subaccount for the Valuation Period is determined by dividing (a) by (b)
and subtracting (c) from the result, where:

(a) is the net result of:

(1) the net asset value of a fund share held in that Subaccount determined
as of the end of the current valuation period; plus

(2) the per share amount of any dividend or capital gain distributions
made by the fund for shares held in that Subaccount if the ex-dividend
date occurs during the Valuation Period; plus or minus

(3) a per share credit or charge for any taxes reserved for, which we
determine to have resulted from the investment operations of the
Subaccount.

(b) is the net asset value of a fund share held in that Subaccount determined
as of the end of the immediately preceding Valuation Period.

(c) is a factor representing the Mortality and Expense Risk Fee and
Administrative Charge. This factor is less than or equal to, on an annual
basis, the percentage shown on page 3 of the daily net asset value of a
fund share held in the Separate Account for that Subaccount.

Determination of the First Variable Payment

The amount of the first variable payment is determined by multiplying each
$1,000 of policy proceeds allocated to a variable payment option by the amounts
shown on page 13 for the variable option you select. The tables are based on a
5% effective annual Assumed Investment Return and the "1983 Table a" (male,
female, and unisex if required by law) mortality table improved to the year 2000
with projection scale G. (The "1983 Table a" mortality rates are adjusted based
on improvements in mortality since 1983 to more appropriately reflect increased
longevity. This is accomplished using a set of improvement factors referred to
as projection scale G.)

Option 3-V - Life Income

An election may be made between:

1. "No Period Certain" - Payments will be made during the lifetime of the
annuitant.

2. "10 Years Certain" - Payments will be made for the longer of the
annuitant's lifetime or 10 years.

Option 5-V - Joint and Survivor Annuity

Payments are made as long as either the annuitant or the joint annuitant is
living.

Determination of Subsequent Variable Payments

The amount of each variable annuity payment after the first will increase or
decrease according to the value of the variable annuity units which reflect the
investment experience of the selected Subaccounts. Each variable annuity
payment after the first will be equal to the number of variable annuity units in
the selected Subaccounts multiplied by the variable annuity unit value on the
date the payment is made. The number of variable annuity units in each selected
Subaccount is determined by dividing the first variable annuity payment
allocated to the Subaccount by the variable annuity unit value of that
Subaccount on the Annuity Commencement Date.

PAGE 15
<PAGE>

GUARANTEED FIXED ACCOUNT PAYMENT OPTIONS

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Option 2, Table 1 Option 3, Table II Option 3, Table III Option 3, Table IV
- ------------------------------------------------------------------------------------------------------------------------------------
Monthly Installment Monthly Installment For Life
Number Amount For Life Monthly Installment for Life Guaranteed Return Of
of Years of Monthly No Period Certain 10 Years Certain Proceeds
Payable Installment -------------------------------------------------------------------------------------------------
Age* Male Female Unisex Male Female Unisex Male Female Unisex
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 $3.87 $3.55 $3.71 $3.84 $3.54 $3.70 $3.73 $3.49 $3.61
51 3.93 3.60 3.77 3.90 3.59 3.75 3.79 3.53 3.66
52 4.00 3.65 3.83 3.97 3.64 3.81 3.84 3.58 3.71
53 4.07 3.71 3.90 4.04 3.70 3.87 3.90 3.63 3.76
5 $17.91 54 4.15 3.77 3.97 4.11 3.75 3.94 3.96 3.68 3.82
6 15.14 55 4.23 3.83 4.04 4.19 3.82 4.01 4.03 3.73 3.88
7 13.16 56 4.32 3.90 4.11 4.27 3.88 4.08 4.10 3.79 3.94
8 11.68 57 4.41 3.97 4.19 4.35 3.95 4.15 4.17 3.85 4.00
9 10.53 58 4.50 4.05 4.28 4.44 4.02 4.24 4.24 3.91 4.07
10 9.61 59 4.61 4.13 4.37 4.53 4.10 4.32 4.32 3.97 4.14
11 8.86 60 4.72 4.21 4.47 4.63 4.18 4.41 4.40 4.04 4.22
12 8.24 61 4.84 4.30 4.57 4.74 4.26 4.51 4.49 4.12 4.30
13 7.71 62 4.96 4.40 4.68 4.85 4.35 4.61 4.58 4.19 4.38
14 7.26 63 5.10 4.50 4.80 4.97 4.45 4.71 4.68 4.28 4.47
15 6.87 64 5.24 4.61 4.93 5.09 4.55 4.83 4.78 4.36 4.56
16 6.53 65 5.40 4.73 5.06 5.22 4.66 4.95 4.88 4.45 4.66
17 6.23 66 5.56 4.85 5.21 5.36 4.77 5.07 4.99 4.55 4.76
18 5.96 67 5.74 4.99 5.36 5.50 4.89 5.20 5.11 4.65 4.87
19 5.73 68 5.93 5.13 5.53 5.65 5.02 5.34 5.24 4.76 4.98
20 5.51 69 6.13 5.29 5.71 5.80 5.15 5.49 5.37 4.87 5.10
70 6.34 5.45 5.90 5.96 5.30 5.64 5.51 4.99 5.23

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Option 5, Table V
- --------------------------------------------------------------------------------
Monthly Installment For Joint and Full Survivor
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Age of Female Annuitant*
Age of --------------------------------------------------------------------------------------------------------------
Male 15 Years 12 Years 9 Years 6 Years 3 Years 3 Years
Annuitant* Less Than Less Than Less Than Less Than Less Than Same As More Than
Male Male Male Male Male Male Male
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
50 $2.99 $3.05 $3.11 $3.18 $3.25 $3.32 $3.39
55 3.11 3.19 3.27 3.35 3.44 3.53 3.63
60 3.27 3.37 3.47 3.58 3.70 3.82 3.95
65 3.47 3.60 3.74 3.89 4.05 4.22 4.39
70 3.74 3.91 4.10 4.31 4.53 4.77 5.02

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Monthly Installment for Unisex Joint and Full Survivor
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Age of Joint Annuitant*
Age of --------------------------------------------------------------------------------------------------------------
First 15 Years 12 Years 9 Years 6 Years 3 Years 3 Years
Annuitant* Less Than Less Than Less Than Less Than Less Than Same As More Than
First First First First First First First
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
50 $3.04 $3.09 $3.15 $3.21 $3.27 $3.33 $3.39
55 3.17 3.24 3.32 3.40 3.48 3.56 3.63
60 3.34 3.44 3.54 3.64 3.75 3.85 3.95
65 3.57 3.70 3.83 3.97 4.11 4.26 4.39
70 3.87 4.04 4.22 4.42 4.62 4.82 5.01

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

PAGE 16
<PAGE>

VARIABLE PAYMENT OPTIONS
BASED ON ASSUMED INVESTMENT RETURN

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Option 3-V, Table II Option 3-V, Table III
- -----------------------------------------------------------------------------

Monthly Installment for Life Monthly Installment For Life
No Period Certain 10 Years Certain
-------------------------------------------------------------------
Age* Male Female Unisex Male Female Unisex
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

50 $5.11 $4.81 $4.96 $5.07 $4.79 $4.94
51 5.17 4.85 5.02 5.13 4.83 4.99
52 5.24 4.90 5.07 5.19 4.88 5.04
53 5.31 4.95 5.13 5.25 4.93 5.10
54 5.38 5.01 5.20 5.32 4.98 5.16
55 5.46 5.06 5.26 5.39 5.04 5.22
56 5.54 5.12 5.34 5.47 5.09 5.28
57 5.63 5.19 5.41 5.54 5.16 5.36
58 5.72 5.26 5.49 5.63 5.22 5.43
59 5.82 5.34 5.58 5.72 5.29 5.51
60 5.93 5.42 5.68 5.81 5.37 5.60
61 6.04 5.50 5.78 5.91 5.44 5.69
62 6.17 5.60 5.89 6.02 5.53 5.78
63 6.30 5.69 6.00 6.13 5.62 5.88
64 6.44 5.80 6.13 6.25 5.71 5.99
65 6.60 5.91 6.26 6.37 5.82 6.10
66 6.76 6.04 6.40 6.50 5.92 6.22
67 6.94 6.17 6.56 6.63 6.04 6.35
68 7.13 6.31 6.72 6.77 6.16 6.48
69 7.33 6.46 6.90 6.92 6.29 6.62
70 7.55 6.63 7.09 7.07 6.43 6.76
</TABLE>
- -----------------------------------------------------------------------------
Option 5V, Table V
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Monthly Installment For Joint and Full Survivor
- ------------------------------------------------------------------------------------------------------------------------
Age of Female Annuitant*
Age of ---------------------------------------------------------------------------------------------------------
Male 15 Years 12 Years 9 Years 6 Years 3 Years 3 Years
Annuitant* Less Than Less Than Less Than Less Than Less Than Same As More Than
Male Male Male Male Male Male Male
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
50 $4.32 $4.36 $4.41 $4.46 $4.51 $4.57 $4.62
55 4.42 4.47 4.53 4.60 4.67 4.75 4.83
60 4.54 4.62 4.70 4.80 4.90 5.01 5.12
65 4.71 4.82 4.94 5.07 5.22 5.37 5.53
70 4.95 5.10 5.27 5.46 5.67 5.89 6.13
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Monthly Installment for Unisex Joint and Full Survivor
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Age of Age of Joint Annuitant*
First ----------------------------------------------------------------------------------------------
Annuitant* 15 Years 12 Years 9 Years 6 Years 3 Years 3 Years
Less Than Less Than Less Than Less Than Less Than Same As More Than
First First First First First First First
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
50 $4.40 $4.45 $4.50 $4.55 $4.61 $4.67 $4.72
55 4.52 4.59 4.66 4.73 4.81 4.89 4.96
60 4.69 4.78 4.87 4.97 5.08 5.19 5.29
65 4.91 5.04 5.17 5.31 5.46 5.62 5.77
70 5.22 5.40 5.59 5.79 6.02 6.24 6.47
- -------------------------------------------------------------------------------------------------------------
</TABLE>
* Adjusted Age as defined in Section 10.A.
- --------------------------------------------------------------------------------
The annual, semi-annual or quarterly installments under Option 2 shall be the
monthly installment shown for Options 3-V and 5-V multiplied by 11.70,
5.93 or 2.99 respectively.
- --------------------------------------------------------------------------------
Dollar amounts of monthly installments not shown in the above tables will be
calculated on the same basis as those shown and may be obtained from the
Company.

PAGE 17
<PAGE>

SECTION 11 - GENERAL PROVISIONS

THE CONTRACT

The entire contract consists of this policy, endorsements, if any, and the
application, or information provided in lieu thereof, signed by you.

MODIFICATION OF POLICY

No change in this policy is valid unless made in writing by us and approved by
one of our officers. No Registered Representative has authority to change or
waive any provision of your policy.

TAX QUALIFICATION

This policy is intended to qualify as an annuity contract for federal income tax
purposes. The provisions of this policy are to be interpreted to maintain such
qualification, notwithstanding any other provisions to the contrary. To
maintain such tax qualification, we reserve the right to amend this policy to
reflect any clarifications that may be needed or are appropriate to maintain
such tax qualification or to conform this policy to any applicable changes in
the tax qualification requirements. We will send you a copy in the event of any
such amendment. If you refuse such an amendment it must be by giving us written
notice, and your refusal may result in adverse tax consequences.

NON-PARTICIPATING

This policy will not share in our surplus earnings.

AGE OR SEX CORRECTIONS

If the age or sex of the annuitant has been misstated, the benefits will be
those which the premiums paid would have purchased for the correct age and sex.
If required by law to ignore differences in the sex of the annuitant, the
annuity payments will be determined using the unisex factors in Section 10.

Any underpayment made by us will be paid with the next payment. Any overpayment
made by us will be deducted from future payments. Any underpayment or
overpayment, will include interest at 5% per year, from the date of the wrong
payment to the date of the adjustment.

INCONTESTABILITY

This policy shall be incontestable from the Policy Date.

EVIDENCE OF SURVIVAL

We have the right to require satisfactory evidence that a person was alive if a
payment is based on that person being alive. No payment will be made until we
receive the evidence.

SETTLEMENT

Any payment by us under this policy is payable at our Home Office.

RIGHTS OF OWNER

The owner may, while the annuitant is living:
1. Assign this policy.
2. Surrender the policy to us.
3. Amend or modify the policy with our consent
4. Receive annuity payments or name a Payee to receive the payments.
5. Exercise, receive and enjoy every other right and benefit contained in the
policy.

The use of these rights may be subject to the consent of any assignee or
irrevocable beneficiary; and of the spouse in a community or marital property
state.

Unless we have been notified of a community or marital property interest in this
policy, we will rely on our good faith belief that no such interest exists and
will assume no responsiblitiy for inquiry.

SUCCESSOR OWNER

A successor owner can be named in any application, or information provided in
lieu thereof, or in a notice you sign which gives us the facts that we need.
The successor owner will become the new owner when you die, if you die before
the annuitant. If no successor owner survives you and you die before the
annuitant, your estate will become the new owner.

CHANGE OF OWNERSHIP

In the case of a non-tax qualified annuity, you can change the owner of this
policy, from yourself to a new owner, in a notice you sign which gives us the
facts that we need. When this change takes effect, all rights of ownership in
this policy will pass to the new owner.

A change of owner or successor owner will not be effective until it is recorded
in our records. After it has been so recorded, the change will take effect as
of the date you signed the notice. However, if the annuitant dies before the
notice has been so recorded, it will not be effective as to those proceeds we
have paid before the change was recorded in our records. We may require that
the change be endorsed in the policy. Changing the owner or naming a new
successor owner cancels any prior choice of successor owner, but does not change
the beneficiary or the annuitant.

A change of ownership may result in adverse tax consequences.

ANNUITY COMMENCEMENT DATE

The Annuity Commencement Date is the date annuity payments begin. This date
may not be later than the last day of the policy month starting after the
Annuitant attains age 85, except as expressly allowed by us, but in no event
later than the last day of the policy month following the month in which the
Annuitant attains age 95. You may change the Annuity Commencement Date at any
time before the Annuity Commencement Date by giving us 30 days' written notice.

PAGE 18
<PAGE>

SECTION 11 - CONT

ASSIGNMENT

(a) In the case of a non-tax qualified annuity, this policy may be assigned.
The assignment must be in writing and filed with us.

(b) We assume no responsibility for the validity of any assignment. Any claim
made under an assignment shall be subject to proof of interest and the
extent of the assignment.

(c) This policy may be applied for and issued to qualify as a tax-qualified
annuity under certain sections of the Internal Revenue Code. Ownership of
this policy then is restricted so that it will comply with provisions of
the Internal Revenue Code.

Assignment of this policy may result in adverse tax consequences.

BENEFICIARY

Death proceeds, when payable in accordance with Section 9, are payable to the
designated beneficiary or beneficiaries. Such beneficiary(ies) must be named in
any application, or information provided in lieu thereof, and may be changed
without consent (unless irrevocably designated or required by law) by notifying
us in writing on a form acceptable to us. The change will take effect upon the
date you sign it, whether or not you are living when we receive it. The notice
must have been postmarked (or show other evidence of delivery that is acceptable
to us) on or before the date of death. Your most recent change of beneficiary
notice will replace any prior beneficiary designations. No change will apply to
any payment we made before the written notice was received. If an irrevocable
beneficiary dies, you may designate a new beneficiary.

You may direct that the beneficiary shall not have the right to withdraw, assign
or commute any sum payable under an option. In the absence of such election or
direction, the beneficiary may change the manner of payment or make an election
of any option.

If any primary or contingent beneficiary dies before the annuitant, that
beneficiary's interest in this policy ends with that beneficiary's death. Only
those beneficiaries living at the time of the annuitant's death will be eligible
to receive their share of the Death Proceeds. In the event no contingent
beneficiaries have been named and all primary beneficiaries have died before the
death proceeds become payable, the owner(s) will become the beneficiary(ies)
unless elected otherwise in accordance with Section 9. If both primary and
contingent beneficiaries have been named, payment will be made to the named
primary beneficiaries living at the time the death proceeds become payable. If
there is more than one beneficiary and you failed to specify their interest,
they will share equally. Payment will be made to the named contingent
beneficiary(ies) only if all primary beneficiaries have died before the death
proceeds become payable. If any primary beneficiary is alive at the time the
death proceeds become payable, but dies before receiving their payment, their
share will be paid to their estate.

In cases where the annuitant dies and the owner (who is not the annuitant)
elected to receive the death benefit in accordance with Section 9, if the estate
has been named as beneficiary, then payment will be made to the owner.

PROTECTION OF PROCEEDS

Unless you so direct by filing written notice with us, no beneficiary may assign
any payments under this policy before the same are due. To the extent permitted
by law, no payments under this policy will be subject to the claims of creditors
of any beneficiary.

DEFERMENT

We will pay any Partial Withdrawals or Surrender proceeds from the Separate
Account within 7 days after we receive all requirements that we need. However,
it may happen that the New York Stock Exchange is closed for trading (other than
the usual weekend or holiday closings), or the Securities and Exchange
Commission restricts trading or determines that an emergency exists. If so, it
may not be practical for us to determine the investment experience of the
Separate Account. In that case, we may defer transfers among the Subaccounts
and to the Fixed Account, and determination or payment of Partial Withdrawals or
Surrender proceeds.

When permitted by law, we may defer paying any Partial Withdrawals or Surrender
proceeds for up to 6 months from the date we receive your request. If the Owner
dies after the request is received, but before the request is processed, the
request will be processed before the death proceeds are determined. Interest
will be paid on any amount deferred for 30 days or more. This rate will be 3%
per year unless otherwise required by law.

REPORTS TO OWNER

We will give you an annual report at least once each policy year. This report
will show the number and value of the accumulation units held in each of the
Subaccounts as well as the value of the Fixed Account. It will also give you
any other facts required by law or regulation.

PAGE 19
<PAGE>

PFL Life Insurance Company
Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499

[LOGO OF PFL LIFE APPEARS HERE]

INDEX
<TABLE>
<CAPTION>

Page
<S> <C>

Accumulation Units................................... 8
Age or Sex Corrections............................... 18
Annuity Commencement Date............................ 18
Annuity Payments..................................... 14
Adjusted Policy Value................................ 4
Assignment........................................... 19
Beneficiary.......................................... 19
Cash Value........................................... 5
Contract............................................. 18
Death Proceeds....................................... 12, 13
Definitions.......................................... 2
Dollar Cost Averaging................................ 10
Evidence of Survival................................. 18
Excess Interest Adjustment........................... 5, 6
Fixed Account........................................ 9
Guaranteed Minimum Death Benefit..................... 12
Guaranteed Return of Fixed Account Premium Payments.. 6
Guaranteed Periods................................... 9
Incontestability..................................... 18
Modification of Policy............................... 18
Nonparticipation..................................... 18
Owner................................................ 18
Partial Withdrawals.................................. 5, 6
Payee................................................ 14
Payment Option Tables................................ 16, 17
Policy Data Page..................................... 3
Policy Value......................................... 4
Premium Payments..................................... 4
Proof of Age......................................... 14
Protection of Proceeds............................... 19
Right to Cancel...................................... 1
Separate Account..................................... 7, 8
Service Charge....................................... 4
Settlement........................................... 18
Surrender Charges.................................... 6
Transfers............................................ 10, 11
</TABLE>

<PAGE>

[LETTERHEAD OF PFL LIFE INSURANCE COMPANY APPEARS HERE]

AMENDATORY ENDORSEMENT

The Policy to which this Amendatory Endorsement is attached is amended by the
addition of the following language:

DEFINITIONS

Custodial Care - Care designed essentially to help a person with the activities
of daily living which does not require the continuous attention of trained
medical or paramedical personnel.

Hospital - An institution which 1) is operated pursuant to the laws of the
jurisdiction in which it is located, 2) operates primarily for the care and
treatment of sick and injured persons on an inpatient basis, 3) provides 24-hour
a day nursing service by or under the supervision of registered graduate
professional nurses, 4) is supervised by a staff of one or more licensed
physicians, and 5) has medical, surgical and diagnostic facilities or access to
such facilities.

Nursing Facility - A facility in which 1) is operated pursuant to the laws of
the jurisdiction in which it is located, 2) provides Nursing Care or Custodial
Care, 3) primarily provides nursing care under the direction of a licensed
physician, registered graduate professional nurse, or licensed vocational nurse,
except when receiving custodial care, and 4), is not other than incidentally a
hospital, a home for the aged, a retirement home, a rest home, a community
living center or a place mainly for the treatment of alcoholism, mental illness
or drug abuse.

Nursing Care - Nursing care prescribed by a physician and performed or
supervised by a registered graduate nurse. Such care includes nursing and
rehabilitation services available 24 hours a day.

Physician - Doctor of Medicine or Doctor of Osteopathy who is licensed as such
and operating within the scope of the license.

Terminal Condition - A condition resulting from and accident or illness which,
as determined by a physician, has reduced life expectancy to not more than 12
months, despite appropriate medical care.

NURSING CARE AND TERMINAL CONDITION WITHDRAWAL OPTION

If the owner or owner's spouse (annuitant or annuitant's spouse if the owner is
not a natural person) has been 1) confined in a Hospital or Nursing Facility for
30 consecutive days or 2) diagnosed as having a Terminal Condition, you may
elect to withdraw all or a portion of the Policy Value without Surrender Charges
or Excess Interest Adjustments.

For Nursing Care, we must receive each withdrawal request and proof of
eligibility with each request not later than 90 days following the date that
confinement has ceased, unless it can be shown that it was not reasonably
possible to provide the notice and proof within the above time period and that
the notice and proof were given as soon as reasonably possible. However, in no
event, except the absence of legal capacity, shall the notice and proof be
provided later than one year following the date that confinement has ceased.
For a Terminal Condition, we must receive each withdrawal request and the
applicable proof of eligibility no later than one year following diagnosis of
the Terminal Condition. Proof of a Terminal Condition is required only with the
initial withdrawal request and must be furnished by the owner's or the owner's
spouse's (annuitant or annuitant's spouse if the owner is not a natural person)
physician. Proof of confinement may be a physician's statement or a statement
from a hospital or nursing facility administrator.

The minimum withdrawal under this option is $1000. The withdrawal will reduce
the Policy Value by the amount withdrawn. A partial withdrawal taken in
accordance with this provision will not affect the Excess Interest Adjustment-
free / Surrender Charge-free withdrawals, available under the Partial
Withdrawals Provision.

We may terminate the Policy and pay you the full Cash Value if the withdrawal
reduces the Cash Value below $500.

This Amendatory Endorsement takes effect and expires concurrently with the
Policy to which it is attached and is subject to all the terms and conditions of
the Policy not inconsistent herewith.

Signed for us at our home office.

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

<PAGE>

EXHIBIT (6)(l)
--------------

FORM OF POLICY ENDORSEMENT
<PAGE>

PFL PFL Life Insurance Company

LIFE A Stock Company
Home Office located at: 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
(Hereafter called the Company, we, our or us)

AMENDATORY ENDORSEMENT

The Policy to which this Amendatory Endorsement is attached is amended as
follows:

We may create new Separate Accounts and add new Subaccounts as stated in
the Policy. Any Separate Account may invest assets in: shares of one or
more mutual fund portfolios, or in the case of a managed Separate Account,
direct investments in stocks or other securities as permitted by law.

Fund shares describe in the Policy refer to shares of underlying mutual
funds or prorata ownership of the assets held in a Subaccount of a managed
Separate Account.

Net asset values of fund shares described in the Policy reflect investment
advisory fees and other expenses incurred in managing a mutual fund or
managed Separate Account.

This Amendatory Endorsement takes effect and expires concurrently with the
Policy to which it is attached and is subject to all the terms and conditions of
the Policy not inconsistent herewith.

Signed for us at our home office.

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

AE 979 997
<PAGE>

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

AMENDATORY ENDORSEMENT

The Policy to which this Amendatory Endorsement is attached is amended as
follows:

SECTION 9

D. DEATH ON OR AFTER THE ANNUITY COMMENCEMENT DATE

The death proceeds on or after the Annuity Commencement Date depend on the
payment option selected. If any owner dies on or after the Annuity
Commencement Date, but before the entire interest under the policy is
distributed, the remaining portion of such interest in the policy will be
distributed at least as rapidly as under the method of distribution being
used as of the date of that owner's death.

This Amendatory Endorsement takes effect and expires concurrently with the
Policy to which it is attached and is subject to all the terms and conditions of
the Policy not inconsistent herewith.

Signed for us at our home office.

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

AE 909 496

<PAGE>

EXHIBIT (7)(d)
--------------

FORM OF APPLICATION
FOR THE ENDEAVOR VARIABLE ANNUITY
<PAGE>

[LOGO OF PFL APPEARS HERE]

PFL Life Insurance Company
4333 EDGEWOOD ROAD N.E.
CEDAR RAPIDS, IOWA 52499

APPLICATION FOR VARIABLE ANNUITY POLICY

1. DESIGNATED ANNUITANT
- ---------------------------------------------------------------------------
NAME:
- ---------------------------------------------------------------------------
ADDRESS:
- ---------------------------------------------------------------------------
CITY, STATE:
- ---------------------------------------------------------------------------
ZIP: TELEPHONE: ( ) -
- ----------------- ---------------------------------------------------------
DATE OF BIRTH: AGE: SEX: [_] FEMALE [_] MALE
- --------------------------- ------ ----------------------------------------
SS#: CITIZENSHIP: [_] U.S. [_] OTHER
- ----------------------------- ---------------------------------------------

2. POLICY OWNER (IF OTHER THAN ABOVE)

In the event the owner is a trust, please provide verification of trustees.
- ---------------------------------------------------------------------------
NAME:
- ---------------------------------------------------------------------------
ADDRESS:
- ---------------------------------------------------------------------------
CITY, STATE:
- ---------------------------------------------------------------------------
ZIP: TELEPHONE: ( ) -
- ----------------- ---------------------------------------------------------
DATE OF BIRTH: AGE: SEX: [_] FEMALE [_] MALE
- --------------------------- -----------------------------------------------
SS#: CITIZENSHIP: [_] U.S. [_] OTHER
- ----------------------------- ---------------------------------------------

3. [_] JOINT POLICY OWNER [_] SUCCESSOR POLICY OWNER
In the event the owner is a trust, please provide verification of trustees.
- ---------------------------------------------------------------------------
NAME:
- ---------------------------------------------------------------------------
ADDRESS:
- ---------------------------------------------------------------------------
CITY, STATE:
- ---------------------------------------------------------------------------
ZIP: TELEPHONE: ( ) -
- ----------------- ---------------------------------------------------------
DATE OF BIRTH: AGE: SEX: [_] FEMALE [_] MALE
- --------------------------- -----------------------------------------------
SS#: CITIZENSHIP: [_] U.S. [_] OTHER
- ----------------------------- ---------------------------------------------

4. BENEFICIARY DESIGNATION (Include Relationship to Annuitant)
- ---------------------------------------------------------------------------
PRIMARY: /
------------------------- ------------------
Relationship

PRIMARY:
------------------------- / ------------------
Relationship

CONTINGENT:
------------------------ / ------------------
Relationship

CONTINGENT:
------------------------ / ------------------
Relationship
- ---------------------------------------------------------------------------

5. TYPE OF ANNUITY
- ---------------------------------------------------------------------------
[_] NON-QUALIFIED [_] IRA (Also complete Box 6)

[_] HR - 10 [_] SEP (Also complete Box 6)

[_] 403 (b) [_] OTHER
-----------------------------------------------
- ---------------------------------------------------------------------------

6. IRA/SEP INFORMATION
- ---------------------------------------------------------------------------
$ __________ CONTRIBUTION FOR TAX YEAR _______________

$ __________ TRUSTEE TO TRUSTEE TRANSFER

$ __________ ROLLOVER FROM: (Check one) [_] 403(b) [_] Pension
[_] HR-10 [_] Other:
---------------------------------------------------
- ---------------------------------------------------------------------------

7. WILL THIS ANNUITY REPLACE ANY EXISTING ANNUITY OR LIFE INSURANCE?
- ---------------------------------------------------------------------------
[_] NO [_] YES - Please state Policy No. and Company
Name:
----------------------------------------------------------------------
- ---------------------------------------------------------------------------

8. MINIMUM DEATH BENEFIT OPTION (Select Only One)
- ---------------------------------------------------------------------------
This selection cannot be changed after the policy has been issued. If no
option has been specified, the policy will be issued with the Return of Premium
Death Benefit (Option C below).

[_] Option A: 5% Annually Compounding Death Benefit:
(Only available if owner(s) and the annuitant are under age
75 at time of purchase.) Annual Mortality and Expense (M&E)
Risk Fee and Admin. Charge 1.40%

[_] Option B: Double Enhanced Death Benefit: (Only available
if owner(s) and the annuitant are under age 81 at time of
purchase.) Annual M & E Risk Fee and Admin. Charge 1.40%

[_] Option C: Return of Premium Death Benefit:
Annual M & E Risk Fee and Admin. Charge 1.25%
- ---------------------------------------------------------------------------

9. PURCHASE PAYMENT (Make check payable to PFL Life Insurance Company)
- ---------------------------------------------------------------------------
INITIAL PREMIUM AMOUNT $
-------------------------------
- ---------------------------------------------------------------------------

10. ALLOCATION OF PREMIUM PAYMENTS (Whole percentages only)
- ---------------------------------------------------------------------------
T. Rowe Price Associates, Inc.

EQUITY INCOME PORTFOLIO __________.0%

GROWTH STOCK PORTFOLIO __________.0%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Rowe Price-Fleming International, Inc.

INTERNATIONAL STOCK PORTFOLIO __________.0%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
TCW Funds Management, Inc.

MANAGED ASSET ALLOCATION PORTFOLIO __________.0%

MONEY MARKET PORTFOLIO __________.0%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
OpCap Advisors

OPPORTUNITY VALUE PORTFOLIO __________.0%

VALUE EQUITY PORTFOLIO __________.0%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
The Dreyfus Corporation

U.S. GOVERNMENT SECURITIES PORTFOLIO __________.0%

SMALL CAP VALUE PORTFOLIO __________.0%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Janus

GROWTH PORTFOLIO (WRL SERIES FUND) __________.0%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
JP Morgan Investment Management, Inc.

ENHANCED INDEX PORTFOLIO __________.0%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
PFL Life Insurance Company - Fixed Account Options
Dollar Cost Averaging (DCA)
Fixed Account: __________.0%
- ---------------------------------------------------------------------------
Guaranteed Periods (with Excess Interest Adjustment):

1 YEAR __________.0% 3 YEARS ___________.0%

5 YEARS __________ .0% 7 YEARS ___________ .0%
- ---------------------------------------------------------------------------

- ---------------------------------------------------------------------------
Additional:
____________________________________________________.0%

____________________________________________________.0%

- ---------------------------------------------------------------------------
INVESTMENT ALLOCATIONS MUST TOTAL 100%
- ---------------------------------------------------------------------------

-------------------------------------------
YOUR SIGNATURE IS REQUIRED ON THE BACK PAGE
-------------------------------------------
(CONTINUED ON THE BACK PAGE)
<PAGE>

- ---------------------------------------------------------------------------
APPLICATION FOR VARIABLE ANNUITY POLICY

- ---------------------------------------------------------------------------
11. TELEPHONE TRANSFER/REALLOCATION AUTHORIZATION

By checking one of the following boxes, I authorize the company to accept
telephone transfers/reallocation instructions from:

ONLY MYSELF [_] MYSELF & MY ACCOUNT EXECUTIVE [_]

Acct. Exec. Name:
-----------------------
To change the allocation of any purchase payments and/or to transfer funds among
my investment choices based on my telephone instructions and/or the telephone
instructions of my account executive (if indicated above), I agree to the
established conditions and requirements stated in the prospectus.

I am aware that telephone instructions will be recorded to protect me and the
company and will be put into effect when proper identification is provided.
- ---------------------------------------------------------------------------

12. If the annuitant is not the owner, You, the owner, may elect the following
regarding payment of the death benefit. If this election is not made, the owner
will become the annuitant and the death benefit will not be payable until the
death of the owner.
- ---------------------------------------------------------------------------
[_] At the Annuitant's death, I wish to have the death benefit paid to the named
beneficiary. (Policy Owner Initials required for this option)

------------------------------
Policy Owner(s) Initials
- ---------------------------------------------------------------------------

To the best of my knowledge and belief, my answers to the questions on this
application are correct and true, and I agree that this application shall be a
part of any annuity policy issued to me. I also understand that the Company
reserves the right to reject any application or purchase payment. If this
application is declined, there shall be not liability on the part of the Company
and any purchase payments submitted shall be returned.

I UNDERSTAND THAT ANNUITY PAYMENTS AND TERMINATION VALUES, WHEN BASED ON
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT OF THE COMPANY, ARE VARIABLE AND ARE
NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.

Receipt of a current prospectus of the PFL Endeavor Variable Annuity
Account, Endeavor Series Trust, and WRL Series Fund, Inc. is hereby
acknowledged.

[_] Please check if you wish to receive the Statement of Additional
Information.

I HAVE REVIEWED MY EXISTING ANNUITY COVERAGE AND FIND THIS POLICY IS
SUITABLE FOR MY NEEDS.

When funds are allocated to the Guaranteed Periods of the Fixed Account, cash
values under the policy may increase or decrease in accordance with the Excess
Interest Adjustment prior to the end of any Guaranteed Period.

ADDITIONAL FORMS ARE REQUIRED FOR SYSTEMATIC PAYOUT OPTION.

- ---------------------------------------------------------------------------
13. BE SURE TO COMPLETE THIS SECTION

Signed at ________________________________________ this ________ day of _______
(City, State)
- --------------------------------------------------------------------------------

- ---------------------------- ----------------------------- -----------------------------
Annuitant Signature Owner Signature (if different Joint Owner (successor owner
from Annuitant) signature)
</TABLE>

- ------------------------------------------------------------------------------
14a. SELLING AGENT USE ONLY - NOT TO BE FILLED IN BY APPLICANT
I HAVE REVIEWED THE APPLICANT'S EXISTING ANNUITY COVERAGE AND FIND THIS POLICY
IS SUITABLE FOR HIS/HER NEEDS.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
( )
- -------------------------- ---- ------------ ------------------------------- ---------------
Agent Name (Please Print) Agent Telephone Licensed Agent Signature [_] Date
[_] No Trail [_] Trail

- --------------------------------------------------------------- -------------------------------
Agent Address Broker/Dealer Client Account No.

_________________________________________ ___________________ _______________________________
Agent Firm PFL Life Agent No. (If Applicable) Florida Agent
License I.D. No.
</TABLE>

14b. Do you have reason to believe the policy applied for is to replace any
existing annuity or insurance owned by applicant?
[_] No [_] Yes, Company Name
---------------------------------------------
- --------------------------------------------------------------------------------

Please make check payable to PFL LIFE INSURANCE COMPANY (Use following address
for mail, Fed. Express, etc.)
Send check with application to PFL Life Insurance Company, Attn: Annuity
Department, 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499-0001

------------------------------
PLEASE FILL OUT THE FRONT PAGE
------------------------------

<PAGE>

EXHIBIT (8)(a)
--------------

ARTICLES OF INCORPORATION
OF PFL LIFE INSURANCE COMPANY
<PAGE>

================================================================================

No. 81507
IOWA
SECRETARY OF STATE

CERTIFICATE OF INCORPORATION

June 30, 1976
---------- --

NN INVESTORS LIFE INSURANCE COMPANY, INC.
Cedar Rapids, Iowa

has filed new articles of incorporation in this office and is hereby authorized
to transact business as a corporation from June 30, 1976, perpetually, under
-------- --
the provisions of Chapters 491, 515, 508 and 270, 1973 Code of Iowa, Acts of the
1973 Regular Session, 65th General Assembly of Iowa. (New articles of
incorporation in Iowa for purposes of Domiciliary relocation Under Chapter 270
Acts of 1973 Regular Session 65th General Assembly, Corporation originally
incorporated April 19, 1961 in Wisconsin.)

(SEAL)
Fees Paid:

Filing . . . . . . . . $5,591.50
--------
Recording . . . . . . $ 2.50
--------

[SIGNATURE ILLEGIBLE]
-------------------------------------
SECRETARY OF STATE
By:
-------------------------------------

DEPUTY
================================================================================
<PAGE>

QUALIFICATION ARTICLES OF INCORPORATION
PURSUANT TO THE PROVISIONS OF
CHAPTER 508.12 OF THE 1975 CODE OF IOWA
OF
NM INVESTORS LIFE INSURANCE COMPANY, INC.

ARTICLE I
---------
NAME

The name of this corporation is NN Investors Life Insurance Company, Inc.
The corporation was incorporated under the laws of the State of Wisconsin on
April 19, 1961 , but pursuant to Chapter 508.12, of the 1975 Code of Iowa, the
corporation will become a corporation organized for pecuniary profit under
Chapter 491 of the Iowa Code effective June 30, l976.

ARTICLE II
----------

PLACE OF BUSINESS

The location of the corporation's principal place of business and resident
office is the Life Investors building, 4333 Edgewood Road NE, Cedar Rapids, Linn
County, Iowa.

ARTICLE III
-----------

OBJECTS AND POWERS

The objects and powers of this corporation shall be:

1. To insure the lives of individuals on the level premium or level
reserve plans; to grant, purchase and dispose of annuities (including variable
annuities), receive and execute trusts, including the power to hold in trust the
proceeds of any life insurance policy issued by it; to insure either
individually, or on the group or franchise plan the health of persons and
against personal injuries, disablement, or death, resulting from accident; and
to reinsure any part of said risks. To have all the powers conferred by the
laws of the State of Iowa upon corporations organized for the purposes of
insuring the lives of individuals, and to issue all such form of insurance
contracts as pertain to or may be connected with the business of life insurance
as it now is or may be hereafter carried on in the United States.

2. To have the right to buy, hold, sell, and convey personal property and
such real estate as may be necessary or convenient for the proper conduct of the
affairs of the corporation, or as may be permitted by law.

3. To have all the powers conferred by law on a life insurance company
organized for the purposes above set forth, and in connection therewith to have
all powers conferred by law on all corporations organized and doing business
under and by authority of Chapters 491, 506, 507, 508, 509, 511 and 515 of the
Code of Iowa, 1958.

4. To organize an investment company or companies within the meaning of
Section 508.33, Code of Iowa, as now or hereafter amended, and to own stock in
such investment company.

ARTICLE IV
----------

CAPITAL STOCK

The authorized capital stock of the Company shall be Five Million Dollars
($5,000,000.00) divided into Five Hundred Thousand (500,000) shares of Common
Stock of a Par Value of Ten Dollars ($10.00) each . All stock issued by the
corporation shall be Common Stock. All stock shall be issued for cash or
<PAGE>

property as provided by law and when issued shall be fully paid and non-
assessable and shall be issued at such times and in such amounts as the Board of
Directors of the corporation may from time to time determine, subject to such
approval of the Insurance Commissioner as may be required by law. One Hundred
Ten Thousand (110,000) shares of the Common Stock shall be the initial issued
and outstanding shares of the Company.

ARTICLE V
---------

CORPORATE PERIOD

The corporate period of this corporation is perpetual, and shall continue
to be, unless sooner dissolved by a majority vote of the stockholders at any
annual meeting or a special meeting called for that purpose or by unanimous
consent as by law provided.

ARTICLE VI
----------

DIRECTORS AND OFFICERS

The affairs of this corporation shall be managed by a Board of Directors of
not less than five (5) nor more than ten (10).

The Directors shall elect a Chairman of the Board, a President, one or more
Vice Presidents, a Secretary, a Treasurer and such other officers, including an
Executive Committee with authority to act for the Board, as they see fit or as
may be provided for by the By-Laws of the corporation. The term of such officers
shall be for one (1) year.

The Directors who now constitute the Board and who will continue
to serve until the next annual stockholders' meeting are: Ronald
L. Jensen, Donald E. Flynn, Harvey L. Clark, Theron P. Thomsen,
Meal A. Farmer, William L. Busler, and Delbert L. Brehmer, all of
Cedar Rapids, Iowa and Leo C. Barry and Robert W. Warner of
Marion, Iowa.

The number of Directors shall be fixed by the By-Laws. Directors and
officers shall serve until their successors have been elected and qualified. The
Board of Directors shall have the authority to fill all vacancies for the
unexpired portion of a term.

The stock of the Company shall be entitled to one vote per share. In all
elections for Directors every shareholder shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are Directors to be elected or to cumulate said votes, and give one
candidate as many votes as the number of Directors multiplied by the number of
his cumulative votes shall equal or to distribute them on the same principle
among the number of candidates he shall think fit.

ARTICLE VII
-----------

ANNUAL AND SPECIAL MEETINGS

The annual meeting of this corporation shall be held on the last Thursday
of April of each calendar year at Ten O'Clock (10:00) A.M. The meeting shall be
at the office of the corporation unless otherwise specified by the Board of
Directors. No notice of said meeting shall required if held at the corporation's
office, but if held elsewhere, or in the event of a special meeting, a notice
shall be mailed to each stockholder by regular mail at least ten (10) days prior
to the date of such meeting, addressed to the last address of the stockholder as
it appears on the stock books of the corporation, on a day to be fixed by the
Board of Directors, which shall not be more than thirty (30) days prior to the
meeting date. Five percent (5%) of the number of shares of outstanding stock,
represented personally or by proxy shall constitute a quorum. In the event a
quorum is not present when the meeting is called, the meeting shall be adjourned
from day to day, until a quorum is achieved.

- 2 -
<PAGE>

ARTICLE VIII
------------

PROXIES

No proxy shall be valid for more than sixty (60) days from the date of its
execution, and shall not be valid more than thirty (30) days after the meeting
for which it is executed. It may be revoked at any time by the stockholder who
executed it.

Corporate shareholders may vote through a properly designated
representative or through a properly executed proxy. All proxies must be filed
with the Secretary at least one (1) day prior to an election or meeting at which
they are to be used or for such additional time as may be provided by the By-
Laws.

ARTICLE IX
----------

CORPORATE INSTRUMENTS - SEAL

All instruments executed by the corporation which are required to be
acknowledged and which affect an interest in real estate, shall be executed by
the President or any Vice President and attested by the Secretary or Assistant
Secretary, and all other instruments executed by the corporation, including any
releases, mortgages or liens, may be-executed by the President or any Vice
President, or the Secretary or the Treasurer or any Assistant Secretary or
Assistant Treasurer. Notwithstanding any of the foregoing provisions, any
written instrument may be executed by any officer or officers, agent or agents
or other person or persons specifically designated by resolution of the Board of
Directors of this corporation. The corporation shall have a corporate seal
which shall bear the words, "NN Investors Life Insurance Company, Inc." around
the edge, with the words, "Corporate Seal" in the middle.

ARTICLE X
---------

STOCKHOLDERS' LIABILITY

The private property of the shareholders of this corporation shall be
exempt from corporate liabilities, and this Article shall not be amended.

ARTICLE XI
----------

BY-LAWS

The Board of Directors, at any regular or special meeting, is authorized to
adopt, alter, amend or repeal By-Laws and to adopt new By-Laws not inconsistent
with the law or these Articles of Incorporation, by an affirmative vote of a
majority of the membership of the Board as distinguished from a majority of a
quorum.

The stockholders of the corporation may at any regular or special meeting
called for the purpose, repeal, alter, or amend any existing By-Laws made by the
Board of Directors, or adopt such By-Laws as they deem appropriate by a majority
vote.

ARTICLE XII
-----------

AMENDMENTS

Subject to the approval of the Insurance Commissioner of the State of Iowa,
these Articles, except Article X, may be amended at any annual meeting of the
shareholders or at any special meeting thereof called for that purpose, and such
amendment shall be made by the affirmative vote of a majority of the shares of
Common Stock in attendance at said meeting, in person or by proxy, provided,
however, that a quorum is present at said meeting. For the purpose of this
Article. as well as all other Articles of these Articles of Incorporation, a
quorum

- 3 -
<PAGE>

is hereby established to be the stockholders in person or by proxy representing
five percent (5%) of the issued and outstanding stock of the corporation. At any
meeting of the stockholders to consider and act upon any proposed amendment to
the Articles of Incorporation, the stockholders may adopt any modification or
revision thereof proposed at said meeting.

ARTICLE XIII
------------

LIABILITY OF OFFICERS AND DIRECTORS

Each Director and Officer of this corporation, and his heirs, executors and
administrators. shall be and are hereby indemnified by the corporation against
personal liability arising out of judgments, decrees, demands and claims of
every name nature and description whatsoever, together with related expenses
(including attorneys' fees). Including payments in compromise and related
expenses (including attorneys' fees), in settling cases, reasonably incurred by
him in connection with any claim, action, suit or proceeding made or instituted
by or on behalf of any person, firm or corporation, against him by reason of his
being or having been a Director or Officers of this corporation, except as to
which: 1) he shall have been adjudged in any such action, suit or proceeding to
have been derelict in the performance of his duty as such Director or Officer,
or 2) in the event no adjudication shall have been made in any action, suit or
proceeding with respect to the presence or absence of such dereliction, he shall
be adjudged by the Board of Directors to have been derelict in the performance
of his duties as such Director or Officer; provided, however, that in the event
the liability and expenses against which indemnification is hereby granted shall
be incurred by more than one Director, then, if the Directors who shall have not
incurred such liability and expenses shall not constitute a majority of the
Directors, such an adjudication may be made by the stockholders of the
corporation holding a majority of the voting stock of the corporation
outstanding and entitled to vote.

Without limiting or affecting the scope of the foregoing obligation to
Indemnify said Officers and Directors, each Officer and Director shall be fully
indemnified and protected by this corporation in any action or omission to act
taken in good faith in accordance with the advice, recommendation or opinion of
the attorneys for this corporation or the accountants employed from time to time
to supervise or audit the books and accounts of this corporation. The foregoing
right of indemnification shall not be exclusive of other rights to which each
such person may be entitled by law, and shall be available whether or not the
Director or Officer shall be a Director or Officer at the time of incurring such
expense and liability.

ARTICLE XIV
-----------

PROPORTIONATE REPRESENTATION

The holder or holders, jointly or severally, of not less than one-fifth but
less than a majority of the shares of the capital stock of the corporation shall
be entitled to nominate Directors as provided in Section 523.5, Code of Iowa.

The foregoing Qualification Articles of Incorporation (which in effect also
serve to amend the existing Articles of Incorporation) were adopted by the
shareholders of the corporation on June 28, 1976. There were 33 shares of
outstanding capital stock entitled to vote on the adoption or rejection of these
Qualification Articles of Incorporation and all 33 shares voted in favor of
same.

- 4 -
<PAGE>

Simultaneously with the effective date of these Qualification Articles of
Incorporation (June 30, 1976) the corporation shall cancel the existing 33
shares of Common Stock, $50,000 par value, which are currently outstanding and
shall immediately issue in lieu thereof 110,000 shares of Common Stock, $10 par
value, which stock, when issued, shall represent the initial outstanding capital
stock of the corporation.

Dated this 29th day of June, 1976.

[SEAL] NN INVESTORS LIFE INSURANCE COMPANY, INC.

By /s/ Ronald L. Jensen
-------------------------------------
Ronald L. Jensen, President

ATTEST:

/s/Harvey L. Clark
- ----------------------------
Harvey L. Clark, Secretary

STATE OF IOWA )
) ss.
COUNTY OF LINN )

Subscribed and sworn to before me by Ronald L. Jensen and Harvey L. Clark
this 29th day of June, 1976.

[SEAL]
/s/ Judy K. Neve
------------------------------------------
Judy K. Neve, Notary Public in and for the
State of Iowa

My Commission expires: September 30, 1976

- 5 -
<PAGE>

ARTICLES OF AMENDMENT TO THE
QUALIFICATION ARTICLES OF INCORPORATION OF
NN INVESTORS LIFE INSURANCE COMPANY, INC.

(1) The name of the Corporation is NN Investors Life Insurance Company,
Inc. The Corporation was originally incorporated under the laws of the State of
Wisconsin on April 19, 1961, but pursuant to Chapter 508.12 of the 1975 Code of
Iowa, the Corporation become a corporation organized for pecuniary profit under
Chapter 491 of the Iowa Code effective June 20, 1976.

(2) The first sentence of Article VI of the Qualification Articles of
Incorporation of NN Investors Life Insurance Company, Inc., be and it hereby is
amended to read as follows:

"The affairs of this Corporation shall be managed by a Board of
Directors of not less than five (5) nor more than twelve (12)".

(3) The foregoing Amendment to said Articles of Incorporation was adopted
by the stockholders at a special stockholders' meeting held on January 24, 1984.

(4) There were 100,000 shares of stock outstanding and entitled to vote
thereon, and all such shares were voted in favor of the foregoing Amendment to
said Articles of Incorporation.

(5) The foregoing Amendment shall become effective on June 20, 1984.

Dated this 18th day of May, 1984.

NN INVESTORS LIFE INSURANCE COMPANY, INC.

By: /s/ Robert D. Ray
--------------------------------------
Robert D. Ray, Chairman of the Board and
President

By: /s/ George R. Lambert
--------------------------------------
George R. Lambert, Secretary

[SEAL]
<PAGE>

State of Iowa )
) SS
County of Linn )

On this 18th day of May, 1984, before me, a Notary Public in and for said
County and State, personally appeared Robert D. Ray and George R. Lambert, to me
personally known, who being duly sworn did say that they are the Chairman of the
Board and President and Secretary of NN Investors Life Insurance Company, Inc.,
respectively, that the seal affixed to said instrument is the seal of said
Company by authority of the Board of Directors and the said Robert D. Ray and
George R. Lambert acknowledged the execution of said instrument to be the
voluntary act and deed of said Company by them voluntarily executed.

/s/ LuAnn Roby
------------------------------------
LuAnn Roby, Notary Public in and for
said County and State.
[SEAL]

My Commission expires September 8, 1985.
<PAGE>

CERTIFICATE OF APPROVAL

The foregoing Articles of Amendment to the
Qualification Articles of Incorporation of NN Investors
Life Insurance Company, Inc. are approved as being in
accordance with Title XX of the Iowa Code, the laws of
the United States, and the Constitution and laws of the
state.

Dated this 13th day of June, 1984.
---- ---- ----

THOMAS J. MILLER
Attorney General

/s/ Fred M. Haskins
-------------------------

By: FRED M. HASKINS
Assistant Attorney General
<PAGE>

ARTICLES OF AMENDMENT
TO THE QUALIFICATION ARTICLES OF INCORPORATION
OF
NN INVESTORS LIFE INSURANCE COMPANY, INC.

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

Pursuant to Section 1006 of the Iowa Business Corporation Act, the
undersigned corporation adopts the following amendment to the Corporation's
Qualification Articles of Incorporation.

1. The name of the corporation is NN Investors Life Insurance Company, Inc.

2. The first sentence of Article I is amended to read as follows:

"The name of the corporation is PFL Life Insurance Company."

3. The date of adoption of the amendment was April 26, 1990.

4. The amendment was approved by the sole shareholder. The designation,
number of outstanding shares, number of votes entitled to be cast by each voting
group entitled to vote separately on the amendment, and the number of votes of
each voting group indisputably represented at the meeting is as follows:

<TABLE>
<CAPTION>
Votes Entitled Votes
Designation Shares To Be Cast On Represented
of Group Outstanding Amendment At Meeting
<S> <C> <C> <C>
Sole 266,000 266,000 266,000
Shareholder
</TABLE>

4B. The total number of undisputed votes cast for the amendment by each voting
group was:

<TABLE>
<CAPTION>
Voting Votes
Group For
<S> <C>
Sole 266,000
Shareholder
</TABLE>

The number of votes cast for the amendment by each voting group was
sufficient for approval by that voting group.
<PAGE>

The effective date of this document is January 1, 1991 or such later date
as the appropriate regulatory authorities have approved such name change.

NN INVESTORS LIFE
INSURANCE COMPANY, INC.

By: Donald J. Shepard
-----------------------
Donald J. Shepard
Chairman of the Board and President
<PAGE>

CERTIFICATE OF APPROVAL

The foregoing Articles of Amendment to the
Qualification Articles of Incorporation of NN Investors
Life Insurance Company are approved as being in
accordance with Title XX of the Iowa Code, the laws of
the United States, and the Constitution and laws of the
State.

Dated this 10th day of May ,1990.
------ -----

THOMAS J. MILLER
Attorney General

By: /s/ Fred M. Haskins
-----------------------
FRED M. HASKINS
Assistant Attorney General

<PAGE>

EXHIBIT (8)(b)
--------------

BYLAWS OF PFL LIFE INSURANCE COMPANY
<PAGE>

PFL LIFE INSURANCE COMPANY
(FORMERLY NN INVESTORS LIFE INSURANCE COMPANY, INC.)

BYLAWS

(Effective June 30, 1976)

(As amended to January 2, 1991)

ARTICLE I

SECTION 1. The principal office of the Corporation shall be in the City of
Cedar Rapids, Linn County, Iowa.

SECTION 2. The business of the Corporation may be conducted, and the branch
offices and agencies may be established, anywhere in the United States of
America.

SECTION 3. The Corporation will have a corporate seal.

ARTICLE II

DIRECTORS

SECTION 1. The number of directors shall be not less than five (5) nor more
than twelve (12); such directors to be elected in the manner provided in the
Articles of Incorporation; each shall have the power to do all lawful acts or
things pertaining to the business and affairs of the Corporation as are not by
law, by the Articles of Incorporation or done otherwise.

SECTION 2. Regular meetings of the Board of Directors shall be held without
notice at some place within the State of Iowa as the Board of Directors shall
determine, immediately following the annual shareholders' meeting or, at the
discretion of the president, not later than thirty (30) days subsequent to the
annual shareholders' meeting. If such meeting is not held immediately following
the annual shareholders' meeting, the president shall give five (5) days written
notice of the time and place of such meeting. Members of the Board of
Directors, or any committee designated by the Board, may participate in any
regular or special meeting of the Board or any such committee by conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this provision shall constitute presence in person at such meeting.

SECTION 3. Special meetings of the Board of Directors may be called by the
president and shall be called by him upon the written request of two (2)
directors specifying the purpose for which the meeting is to be called, by
giving three (3) days written notice
<PAGE>

thereof to each director, specifying the time and place of the meeting.

SECTION 4. Special meetings of the directors may be held at any time and
place and for any purpose, without notice, when all of the directors have
executed written waivers consenting to said meeting and when a quorum of
directors is present.

SECTION 5. A majority of all of the directors shall be requisite to
constitute a quorum for the transaction of business at all meetings, provided a
lesser number may adjourn the meeting from time to time without notice other
than announcement at the meeting. A majority of the vote of those present shall
be sufficient to adopt any measure, unless these Bylaws or the Articles of
Incorporation prescribe a different vote.

SECTION 6. Except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws, the Board of Directors shall have power to
delegate any of its powers to any committee, officer or agent and to grant the
power to redelegate.

SECTION 7. Notice of special meetings of the shareholders or directors
shall be in writing and shall be deemed to have been given by depositing the
same in the United States post office mailbox in a postpaid wrapper, addressed
to such person at his address as the same appears on the books of the
corporation; and such notice shall be regarded as having been given on the day
of such deposit.

SECTION 8. Any action required to be taken at a meeting of the shareholders
or directors or any action which may be taken at a meeting of the shareholders
or directors or a committee of directors, may be taken without a meeting if a
consent in writing setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof or
all of the directors or all of the members of the committee of directors, as the
case may be. Such consent shall have the same force and effect as a unanimous
vote.

ARTICLE III

OFFICERS

SECTION 1. The Board of Directors at its regular meeting following the
annual meeting of stockholders each year shall elect a Chairman of the Board, a
President, a Secretary, and a Treasurer; and the Board of Directors may from
time to time appoint such other officers and employees as they choose, including
an actuarial consultant, a medical director, and legal counsel. One person may
hold more than one office, except that the offices of President, Secretary, and
Treasurer may not be combined.

2
<PAGE>

SECTION 2. Subordinate Officers. The Board of Directors may appoint such
other officers as it may deem desirable who shall serve at the pleasure of the
board and have such authority and perform such duties as from time to time may
be prescribed by the board.

ARTICLE IV

SALARIES

Salaries of all officers shall be fixed by the Board of Directors by
resolution entered of record on their minutes. Such compensation may be per diem
as to officers who do not devote a regular or substantial time to the business.
Annual or monthly compensation, with or without bonus arrangements, may be
provided for any officer.

ARTICLE V

COMMITTEES

The board may appoint an Executive Committee of three (3) or more directors
and/or officers, a majority of whom shall constitute a quorum. The Executive
Committee shall keep minutes of its Proceedings in the minute book of the
Corporation and shall meet on the call of the president. The board may
establish such other committees as it deems appropriate.

ARTICLE VI

STOCK AND RESTRICTIONS ON STOCK TRANSFERS

The stock of the Corporation shall be issued at such times and under such
conditions as shall be determined by the Board of Directors, and shall be paid
for in cash or in property as provided by law.

ARTICLE VII

Attorney-in Fact, Departmental Managers, Branch Managers, Agents, Clerks,
and other employees may be appointed or engaged by the president, subject to the
control of directors, upon such terms and with such powers and duties as they
may prescribe.

ARTICLE VIII

FUNDS AND INVESTMENTS

SECTION 1. The funds of the Corporation shall be deposited in the name of
the Corporation in such depositories as the Board of

3
<PAGE>

Directors shall designate; and shall be disbursed only upon checks, drafts, or
other orders bearing such personal or facsimile signatures as may be authorized
from time to time by resolution of the Board of Directors.

SECTION 2. The funds of the Corporation shall be invested or otherwise
employed in the manner authorized or permitted by the statutes of the State of
Iowa.

ARTICLE IX

SECTION 1. All policies shall be valid when signed by the president and the
secretary.

SECTION 2. The fiscal year of the Corporation shall commence on the first
day of January and terminate on the thirty first day of December in each year.

ARTICLE X

AMENDMENTS

The Bylaws may be amended, altered, or repealed, and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors by a majority vote of the Board of Directors.

Adopted June 30, 1976.

As Amended to April 27, 1989.

Amendment effective January 1, 1991.

<PAGE>

EXHIBIT (12)
------------

OPINION AND CONSENT OF COUNSEL
<PAGE>

February 25, 1998

PFL Life Insurance Company
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499-0001

Dear Sir/Madam:

With reference to the Registration Statement on Form N-3 by PFL Life Insurance
Company and PFL Endeavor Target Account with the Securities and Exchange
Commission covering individual variable annuity contracts, I have examined such
documents and such law as I considered necessary and appropriate, and on the
basis of such examination, it is my opinion that:

1. PFL Life Insurance Company is duly organized and validly existing under the
laws of the State of Iowa and has been duly authorized to issue individual
variable annuity contracts by the Department of Insurance of the State of
Iowa.

2. PFL Endeavor Target Account is a duly authorized and existing managed
separate account established pursuant to the provisions of Section 508A.1
of the Iowa Insurance Code.

3. The Individual Variable Annuity Contracts, when issued as contemplated by
said Form N-3 Registration Statement, will constitute legal, validly issued
and binding obligations of PFL Life Insurance Company.

I hereby consent to the filing of this opinion as an exhibit to said N-3
Registration Statement.

Very truly yours,

PFL LIFE INSURANCE COMPANY

/s/ Frank A. Camp

Frank A. Camp
Division General Counsel
Financial Markets Division

<PAGE>

EXHIBIT (13)(a)
---------------

OPINION AND CONSENT OF ACTUARY

<PAGE>

February 16, 1998

PFL Life Insurance Company
4333 Edgewood Road NE
Cedar Rapids, Iowa 52499-0001

Re: PFL Endeavor Target Account Registration on Form N-3
SEC File No. 333-________

Dear Sir/Madam:

With regard to the above registration statement, I have examined such documents
and made such inquiries as I have deemed necessary and appropriate, and on the
basis of such examination, have the following opinions:

Fees and charges deducted under the Endeavor Variable Annuity policies are those
deemed necessary to appropriately reflect:

(1) the expenses incurred in the acquisition and distribution of the Policies,

(2) the expenses associated with the development and servicing of the policies,

(3) the assumption of certain risks arising from the operation and management
of the Policies and that provides for a reasonable margin of profit.

Fees and charges assessed against the policy values in the Variable Account
include:

(i) Service Charge and Administrative Charge

(ii) Contingent Deferred Sales Charge (Surrender Charge)

(iii) Mortality and Expense Risk Fee (M&E)

(iv) Distribution Financing Charge

(v) Taxes (including Premium and other Taxes if applicable)

The magnitude of each of the individual charges listed above in (i) through (v)
is established in the pricing of the Endeavor Variable Annuity, to achieve a
reasonable Return on Investment (ROI), which is within the range of industry
practice with respect to comparable variable annuity products. To maintain a
reasonable ROI, certain fees and charges may be increased in order to support
increased expense levels and enhanced death benefit options.
<PAGE>

PFL Life Insurance Company
February 16, 1998
Page 2

In the process of determining the reasonable ROI, each individual charge is also
established within the reasonable range of industry practice. For example, in
conjunction with the pricing process the company has analyzed publicly available
information pertaining to similar industry products, taking into consideration
such factors as current charge levels, the existence of charge level guarantees,
guaranteed death benefits, and guaranteed annuity rates. The methodology and
results of the comparative surveys included in this analysis are maintained at
the company's administrative offices.

Except by coincidence, it is not expected that actual charges assessed in a
given year would exactly offset actual expenses incurred. Acquisition expenses
(as well as major product and/or systems development expenses) are incurred "up
front" and recovered, with a reasonable profit margin, through future years'
charges. In addition, the company cannot increase certain charges under the
Policies in the pricing process.

Therefore, in my opinion, the fees and charges deducted under the Policies, in
the aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the company.

I hereby consent to the use of this opinion, which is included as an Exhibit to
the Registration Statement.

/s/ Calvin R. Birkey
- ----------------------------------
Calvin R. Birkey, FSA, MAAA
Managing Actuary
PFL Life Insurance Company