FARM BUREAU LIFE ANNUITY ACCOUNT II, N-4, 1998-02-19

FARM BUREAU LIFE ANNUITY ACCOUNT II
N-4, 1998-02-19

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1998

FILE NO. 333-
FILE NO. 811-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. _____ / /
POST-EFFECTIVE AMENDMENT NO. / /

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

AMENDMENT NO. / /
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FARM BUREAU LIFE ANNUITY ACCOUNT II
(Exact Name of Registrant)

FARM BUREAU LIFE INSURANCE COMPANY
(Name of Depositor)

5400 University Avenue
West Des Moines, Iowa 50266
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number: 1-800-247-4170

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STEPHEN M. MORAIN, ESQUIRE
5400 University Avenue
West Des Moines, Iowa 50266
(Name and Address of Agent for Service of Process)

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COPY TO:
STEPHEN E. ROTH, ESQUIRE
Sutherland, Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404
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Approximate date of proposed public offering: As soon as practicable after
the effective date of this Registration Statement.
Securities being offered: Flexible Premium Deferred Variable Annuity
Contracts
The Registrant hereby amends this Registration Statement on such 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.

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CROSS REFERENCE SHEET

PURSUANT TO RULES 481(a) AND 495(a)

Showing location in Part A (prospectus) and Part B (statement of additional
information) of registration statement of information required by Form N-4

PART A

<TABLE>
<CAPTION>
ITEM OF FORM N-4 PROSPECTUS CAPTION
- ----------------------------------------- --------------------------------------------------------------------------------
<C> <S> <C>
1. Cover Page......................... Cover Page
2. Definitions........................ Definitions
3. Synopsis........................... Expense Tables; Summary
4. Condensed Financial Information.... Yields and Total Returns
5. General
(a) Depositor...................... Farm Bureau Life Insurance Company, FBL Financial Group, Inc.
(b) Registrant..................... Farm Bureau Life Annuity Account II
(c) Portfolio Company.............. Investment Options
(d) Fund Prospectus................ Investment Options
(e) Voting Rights.................. Voting Rights
(f) Administrators................. N/A
6. Deductions and Expenses
(a) General........................ Charges and Deductions; Summary
(b) Sales Load %................... Charges and Deductions; Summary
(c) Special Purchase Plan.......... N/A
(d) Commissions.................... Distribution of the Contracts
(e) Expenses -- Registrant......... Charges and Deductions; Summary
(f) Fund Expenses.................. Investment Options; Charges and Deductions
(g) Organizational Expenses........ N/A
7. Contracts
(a) Persons with Rights............ Summary; Addition, Deletion or Substitution of Investments; Description of
Annuity Contract; Payment Options; Voting Rights
(b) (i) Allocation of Purchase
Payments..................... Summary; Premiums; Free-Look Period; Allocation of Premiums
(ii) Transfers..................... Summary; Transfer Privilege
(iii) Exchanges.................... Transfers, Assignments or Exchanges of a Contract
(c) Changes........................ Additions, Deletions or Substitutions of Investments; Description of Annuity
Contract; Modification;
(d) Inquiries...................... Cover page; Inquiries
8. Annuity Period..................... Summary; Payment Options
9. Death Benefit...................... Death Benefit Before the Retirement Date; Death Benefit After the Retirement
Date
10. Purchases and Contract Value
(a) Purchases...................... Summary; Issuance of a Contract; Premiums; Free Look Period; Allocation of
Premiums; Variable Cash Value;
(b) Valuation...................... Definitions; Variable Cash Value;
(c) Daily Calculation.............. Definitions; Variable Cash Value;
(d) Underwriter.................... Issuance of a Contract; Distribution of the Contracts
11. Redemptions
(a) -- By Owners................... Summary; Transfer Privilege; Surrenders and Partial Surrenders; Proceeds on the
Retirement Date; Payments; Payment Options; Federal Tax Matters
-- By Annuitant.................... Summary; Transfer Privilege; Surrenders and Partial Surrenders; Proceeds on the
Retirement Date; Payments; Payment Options; Federal Tax Matters
(b) Taxes ORP...................... N/A
(c) Check Delay.................... Payments
(d) Lapse.......................... N/A
(e) Free Look...................... Summary; Free Look Period
12. Taxes.............................. Summary; Federal Tax Matters
</TABLE>
<PAGE>
VARIABLE ANNUITY
July , 1998

Prospectus for:

Flexible Premium Deferred Variable
Annuity Contracts

issued by
Farm Bureau Life
Insurance Company
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Call Toll-Free
1-800-247-4170
225-5846 (Des Moines)

[LOGO]
<PAGE>
PROSPECTUS
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Farm Bureau Life Annuity Account II
Individual Flexible Premium Deferred
Variable Annuity Contract

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This Prospectus describes the individual flexible
premium deferred variable annuity contract (the
"Contract") being offered by Farm Bureau Life
Insurance Company (the "Company"). The Contract may
be sold to or in connection with retirement plans,
including those that qualify for special federal tax
treatment under the Internal Revenue Code.

Premiums and accumulated values are allocated, as
designated by the owner, to one or more of the
subaccounts of the Farm Bureau Life Annuity Account
II (the "Account"), the Declared Interest Option, or
both. The assets of each Subaccount will be invested
solely in shares of the corresponding Investment
Options of EquiTrust Variable Insurance Series Fund:
; : or
: .
[Information on additional Investment Options to be
provided by amendment.] The accompanying prospectus
for each Fund describes the investment objectives
and attendant risks of each Investment Option. The
accumulated value of the Contracts prior to the
retirement date, except for amounts in the Declared
Interest Option, will vary according to the
investment performance of each Investment Option in
which the selected Subaccounts are invested. THE
OWNER BEARS THE ENTIRE INVESTMENT RISK ON AMOUNTS
ALLOCATED TO THE ACCOUNT.

This Prospectus sets forth basic information about
the Contract and the Account that a prospective
investor should know before investing. Additional
information about the Contract and the Account is
contained in the Statement of Additional
Information, which has been filed with the
Securities and Exchange Commission. The Statement of
Additional Information is dated the same as this
Prospectus and is incorporated herein by reference.
The table of contents for the Statement of
Additional Information is on page of this
Prospectus. You may obtain a copy of the Statement
of Additional Information free of charge by writing
or calling the Company at the address or phone
number shown below.
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PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT
FOR FUTURE REFERENCE. THIS PROSPECTUS MUST BE
ACCOMPANIED OR PRECEDED BY A CURRENT PROSPECTUS FOR
EACH FUND'S INVESTMENT OPTIONS.

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.
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Issued By

Farm Bureau Life Insurance Company
5400 University Avenue
<PAGE>
West Des Moines, Iowa 50266
1-800-247-4170
515-225-5846

THE DATE OF THIS PROSPECTUS IS
JULY , 1998
<PAGE>
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TABLE OF CONTENTS
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PAGE

DEFINITIONS................................................................ 3

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EXPENSE TABLES............................................................. 4

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SUMMARY.................................................................... 6

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THE COMPANY, ACCOUNT AND INVESTMENT OPTIONS................................ 7

Farm Bureau Life Insurance Company.............................. 7

Iowa Farm Bureau Federation..................................... 7

Farm Bureau Life Annuity Account II............................. 7

Investment Options.............................................. 8

Addition, Deletion or Substitution of Investments............... 10

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DESCRIPTION OF ANNUITY CONTRACT............................................ 10

Issuance of a Contract.......................................... 10

Premiums........................................................ 10

Free-Look Period................................................ 11

Allocation of Premiums.......................................... 11

Variable Accumulated Value...................................... 11

Transfer Privilege.............................................. 12

Partial Withdrawals and Surrenders.............................. 12

Special Transfer and Withdrawal Options......................... 13

Death Benefit Before the Retirement Date........................ 13

Death Benefit After the Retirement Date......................... 14

Proceeds on the Retirement Date................................. 14

Payments........................................................ 15

Modification.................................................... 15

Reports to Owners............................................... 15

Inquiries....................................................... 15

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THE DECLARED INTEREST OPTION............................................... 16

Minimum Guaranteed and Current Interest Rates................... 16

Transfers From Declared Interest Option......................... 16

Payment Deferral................................................ 17

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CHARGES AND DEDUCTIONS..................................................... 17

Surrender Charge (Contingent Deferred Sales Charge)............. 17

Annual Administrative Charge.................................... 18

Transfer Processing Fee......................................... 18

Mortality and Expense Risk Charge............................... 18

Investment Option Expenses...................................... 18

Premium Taxes................................................... 18

Other Taxes..................................................... 18

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PAYMENT OPTIONS............................................................ 19

Election of Options............................................. 19

Description of Options.......................................... 19

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YIELDS AND TOTAL RETURNS................................................... 20

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FEDERAL TAX MATTERS........................................................ 21

Introduction.................................................... 21

Tax Status of the Contract...................................... 22

Taxation of Annuities........................................... 23

Transfers, Assignments or Exchanges of a Contract............... 25

Withholding..................................................... 25

Multiple Contracts.............................................. 25

Taxation of Qualified Plans..................................... 25

Possible Charge for the Company's Taxes......................... 26

Other Tax Consequences.......................................... 27

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DISTRIBUTION OF THE CONTRACTS.............................................. 27

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LEGAL PROCEEDINGS.......................................................... 27

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VOTING RIGHTS.............................................................. 27

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FINANCIAL STATEMENTS....................................................... 28

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STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS...................... 29

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2
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DEFINITIONS
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<TABLE>
<S> <C>
ACCOUNT.................. Farm Bureau Life Annuity Account II.
ACCUMULATED VALUE........ The total amount invested under the Contract. It
is the sum of the values of the Contract in each
Subaccount of the Account plus the value of the
Contract in the Declared Interest Option.
ANNUITANT................ The person or persons whose life (or lives)
determines the annuity benefits payable under the
Contract and whose death determines the death
benefit.
BENEFICIARY.............. The person to whom the proceeds payable on the
death of the owner/annuitant will be paid.
BUSINESS DAY............. Each day that the New York Stock Exchange is open
for trading, except the day after Thanksgiving,
the Thursday before Christmas (in 1998) and any
day on which the Home Office is closed because of
a weather-related or comparable type of emergency
and is unable to segregate orders and redemption
requests received on that day.
THE CODE................. The Internal Revenue Code of 1986, as amended.
CONTRACT ANNIVERSARY..... Same date in each Contract Year as the Contract
Date.
CONTRACT DATE............ The date on which a properly completed application
is received by the Company at the Home Office. It
is the date set forth on the data page of the
Contract which is used to determine Contract Years
and Contract Anniversaries.
CONTRACT YEAR............ A twelve-month period beginning on the Contract
Date or on a Contract Anniversary.
DECLARED INTEREST An investment option under the Contract funded by
OPTION.................. the Company's General Account. It is not part of,
nor dependent upon, the investment performance of
the Account.
DUE PROOF OF DEATH....... Proof of death satisfactory to the Company. Such
proof may consist of the following if acceptable
to the Company:
(a) a certified copy of the death certificate;
(b) a certified copy of a court decree reciting a
finding of death; or
(c) any other proof satisfactory to the Company.
FUND..................... An open-end diversified management investment
company in which the Account invests.
GENERAL ACCOUNT.......... The assets of the Company other than those
allocated to the Account or any other separate
account of the Company.
HOME OFFICE.............. The principal offices of the Company at 5400
University Avenue, West Des Moines, Iowa 50266.
INVESTMENT OPTION........ A separate investment portfolio of a Fund.
NET ACCUMULATED VALUE.... The accumulated value less any applicable
surrender charge.
NON-QUALIFIED CONTRACT... A Contract that is not a "Qualified Contract."
OWNER.................... The person who owns the Contract and who is
entitled to exercise all rights and privileges
provided in the Contract.
QUALIFIED CONTRACT....... A Contract that is issued in connection with plans
that qualify for special federal income tax
treatment under Sections 401, 403(b) or 408 of the
Code.
RETIREMENT DATE.......... The date when the accumulated value will be
applied under a payment option, if the annuitant
is still living.
SEC...................... U.S. Securities and Exchange Commission.
SUBACCOUNT............... A subdivision of the Account, the assets of which
are invested in a corresponding Investment Option.
VALUATION PERIOD......... The period that starts at the close of business
(3:00 p.m. central time) on one Business Day and
ends at the close of business on the next
succeeding Business Day.
WRITTEN NOTICE........... A written request or notice in a form satisfactory
to the Company which is signed by the owner and
received at the Home Office.
</TABLE>

3
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EXPENSE TABLES
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The following expense information assumes that the entire accumulated value is
variable accumulated value.

<TABLE>
<S> <C>
OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Premiums................ None
Surrender Charge (contingent deferred sales
charge) as a percentage of the amount
surrendered
</TABLE>

<TABLE>
<CAPTION>
CONTRACT YEAR* SURRENDER CHARGE
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<S> <C>
1................... 6%
2................... 5
3................... 4
4................... 3
5................... 2
6................... 1
7 and After......... 0
</TABLE>

* After the first Contract Year, the owner may make partial withdrawals of up
to 10% of the accumulated value on the most recent Contract Anniversary
without incurring a surrender charge. If the Contract is subsequently
surrendered during the Contract Year, a surrender charge will be applied to
the partial withdrawals taken. The amount that may be withdrawn without
incurring a surrender charge is NOT cumulative from Contract Year to
Contract Year.

<TABLE>
<S> <C>
Transfer Processing Fee......................... None*
</TABLE>

* The Company does not charge a fee for the first twelve transfers in a
Contract Year. The Company may charge $25 for each subsequent transfer in a
Contract Year.

<TABLE>
<S> <C>
ANNUAL ADMINISTRATIVE CHARGE...................... $ 30

ACCOUNT ANNUAL EXPENSES (as a percentage of
average net assets)
Mortality and Expense Risk Charge............... 1.40%
Other Account Expenses.......................... None
Total Account Expenses........................ 1.40%
</TABLE>

ANNUAL INVESTMENT OPTION EXPENSES (as a percentage of average net assets)

<TABLE>
<CAPTION>
ADVISORY OTHER TOTAL
INVESTMENT OPTION FEE EXPENSES EXPENSES
- -------------------------------------------------- --------- --------- ---------
<S> <C> <C> <C>
EquiTrust Variable Insurance Series Fund
Value Growth....................................
High Grade Bond.................................
High Yield Bond.................................
Blue Chip.......................................
Money Market....................................

................................
................................
..........................................
</TABLE>

The above tables are intended to assist the owner of
a Contract in understanding the costs and expenses
that he or she will bear directly or indirectly. The
tables reflect the expenses for the Account based on
the actual expenses for each Investment Option for
the 1997 fiscal year. For a more complete
description of the various costs and expenses see
"Charges and Deductions" and the prospectus for each
Investment Option which accompany this Prospectus.

4
<PAGE>
EXAMPLES: An owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets:

1. If the Contract is surrendered or is annuitized at the end of the
applicable time period:

<TABLE>
<CAPTION>
3 5 10
SUBACCOUNT 1 YEAR YEARS YEARS YEARS
- -------------------------------------------------- ------ ------ ------ -------
<S> <C> <C> <C> <C>
Value Growth......................................
High Grade Bond...................................
High Yield Bond...................................
Money Market......................................
Blue Chip.........................................
..................................
..................................
............................................
..........................................
.....................................
.................................
.....................................
..............................
</TABLE>

2. If the Contract is not surrendered or annuitized at the end of the
applicable time period:

The examples provided above assume that no transfer
charges or premium taxes have been assessed. The
examples also assume that the annual administrative
charge is $30 and that the accumulated value per
contract is $10,000, which translates the
administrative charge into an assumed .30% charge
for the purposes of the examples based on a $1,000
investment.

THE EXAMPLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES. THE
ASSUMED 5% ANNUAL RATE OF RETURN IS HYPOTHETICAL AND
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURNS, WHICH MAY BE GREATER OR LESS
THAN THIS ASSUMED RATE.

[Information and footnotes on additional Investment
Options to be provided by amendment.]

5
<PAGE>
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SUMMARY
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THE CONTRACT ISSUANCE OF A CONTRACT. Contracts may be sold in
connection with retirement plans which may or may
not qualify for special federal tax treatment under
the Code. There is no maximum age for owners on the
Contract date. (See "Issuance of a Contract.")

FREE-LOOK PERIOD. The owner has the right to return
the Contract within 20 days after he or she receives
it. The returned Contract will become void. The
Company will return to the owner an amount equal to
the greater of the premiums paid or the accumulated
value on the date the returned Contract is received
at the Home Office plus administrative charges and
charges deducted from the Account. (See "Free-Look
Period.")

PREMIUMS. The minimum amount which the Company will
accept as an initial premium is $1,000. Subsequent
premiums of not less than $50 may be paid under the
Contract. (See "Premiums.")

ALLOCATION OF PREMIUMS. Premiums under a Contract
will be allocated, as designated by the owner, to
one or more Subaccounts, the Declared Interest
Option, or both. The initial premium will be
allocated to the Money Market Subaccount for a
10-day period following the Contract date. At the
end of that period, the amount in the Money Market
Subaccount will be allocated among the Subaccounts
and the Declared Interest Option in accordance with
the owner's percentage allocation in the
application. The assets of each Subaccount will be
invested solely in a corresponding Investment
Option. The accumulated value, except for amounts in
the Declared Interest Option, will vary according to
the investment performance of the Investment Option
in which the selected Subaccounts are invested.
Interest will be credited to amounts in the Declared
Interest Option at a guaranteed minimum rate of 3%
per year, or a higher current interest rate declared
by the Company. (See "Allocation of Premiums.")

TRANSFERS. On or before the retirement date, the
owner may transfer all or part of the amount in a
Subaccount or the Declared Interest Option to
another Subaccount or the Declared Interest Option
subject to certain restrictions.

The total amount transferred each time must be at
least $100 or the entire amount in the Subaccount,
if less. Transfers out of the Declared Interest
Option must be for no more than 25% of the
accumulated value in that option. No fee is
currently charged for the first twelve transfers
during a Contract year, but the Company may assess a
transfer processing fee of $25 for each subsequent
transfer during a Contract year. (See "Transfer
Privilege.")

PARTIAL WITHDRAWAL. Upon written notice at any time
before the retirement date, the owner may withdraw
part of the accumulated surrender value subject to
certain limitations. (See "Partial Withdrawals.")

SURRENDER. Upon written notice received on or before
the retirement date, the owner may surrender the
Contract and receive its net accumulated value. (See
"Surrender.")
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CHARGES AND DEDUCTIONS The following charges and deductions are assessed
under the Contract:

SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE).
No charge for sales expense is deducted from
premiums at the time premiums are paid. However, if
a Contract has not been in force for six full
Contract years, upon surrender, partial withdrawal
or the application of the accumulated value to
certain payment options under certain circumstances,
a surrender charge is deducted from the amount
surrendered, withdrawn or from the remaining
accumulated value.

For the first Contract year, the charge is 6% of the
amount surrendered. Thereafter, the surrender charge
decreases by 1% each subsequent Contract year. In no
event will the total surrender charge on any
Contract exceed 8.5% of the total premiums paid
under the Contract. (See "Charge for Partial
Withdrawal or Surrender.")

6
<PAGE>
Subject to certain restrictions, for partial
withdrawals in each Contract year after the first
Contract year, up to 10% of the accumulated value on
the most recent Contract Anniversary may be
withdrawn without a current surrender charge. If the
Contract is subsequently surrendered during the
Contract Year, a surrender charge will be applied to
partial withdrawals taken. (See "Amounts Not Subject
to Surrender Charge.") The surrender charge may be
waived as provided in the Contracts. (See "Waiver of
Surrender Charge.")

ANNUAL ADMINISTRATIVE CHARGE. On the Contract date
and on each Contract anniversary prior to the
retirement date, the Company deducts an annual
administrative charge of $30 from the accumulated
value. (See "Annual Administrative Charge.")

MORTALITY AND EXPENSE RISK CHARGE. The Company
deducts a daily mortality and expense risk charge to
compensate it for assuming certain mortality and
expense risks. The charge is deducted from the
assets of the Account at an annual rate of 1.40%
(approximately 1.01% for mortality risk and 0.39%
for expense risks). (See "Mortality and Expense Risk
Charge.")
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ANNUITY PROVISIONS On the retirement date, the accumulated value (less
any applicable surrender charge) will be applied
under a payment option, unless the owner chooses to
receive the net accumulated value in a lump sum.
Payments under these options do not depend upon the
Account's performance. (See "Payment Options.")
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FEDERAL TAX MATTERS Generally, a distribution (including a surrender,
partial withdrawal or death benefit payment) may
result in taxable income. In certain circumstances,
a 10% penalty tax may apply. For further discussion
of the federal income status of variable annuity
contracts, see "Federal Tax Matters."
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THE COMPANY, ACCOUNT AND INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
FARM BUREAU LIFE INSURANCE COMPANY
The Company is a stock life insurance company
incorporated in the State of Iowa on October 30,
1944. One hundred percent of the outstanding voting
shares of the Company are owned by FBL Financial
Group, Inc. At December 31, 1997, Iowa Farm Bureau
Federation owned 66.36% of the outstanding voting
stock of FBL Financial Group, Inc. The Company is
principally engaged in the offering of life
insurance policies, disability income insurance
policies and annuity contracts and is admitted to do
business in fifteen states--Arizona, Colorado,
Idaho, Iowa, Kansas, Minnesota, Montana, Nebraska,
New Mexico, North Dakota, Oklahoma, South Dakota,
Utah, Wisconsin and Wyoming. The principal offices
of the Company are at 5400 University Avenue, West
Des Moines, Iowa 50266.
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IOWA FARM BUREAU FEDERATION Iowa Farm Bureau Federation is an Iowa
not-for-profit corporation, the members of which are
county Farm Bureau organizations and their
individual members. Iowa Farm Bureau Federation is
primarily engaged, through various divisions and
subsidiaries, in the formulation, analysis and
promotion of programs (at local, state, national and
international levels) that are designed to foster
the educational, social and economic advancement of
its members. The principal offices of Iowa Farm
Bureau Federation are at 5400 University Avenue,
West Des Moines, Iowa 50266.
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FARM BUREAU LIFE ANNUITY ACCOUNT II
The Account was established by the Company as a
separate account on January 6, 1998. The Account
will receive and invest premiums paid under the
Contracts. In addition, the Account may receive and
invest premiums for any other variable annuity
contracts issued in the future by the Company.

Although the assets in the Account are the property
of the Company, the assets in the Account
attributable to the Contracts are not chargeable
with liabilities arising out of any other business
which the Company may conduct. The assets of the
Account are available to cover the general
liabilities of the Company only to the extent that
the Account's assets exceed its liabilities arising
under the Contracts and any other

7
<PAGE>
contracts supported by the Account. The Company has
the right to transfer to the general account any
assets of the Account which are in excess of such
reserves and other contract liabilities. All
obligations arising under the Contracts are general
corporate obligations of the Company.

The Account currently is divided into fifteen
Subaccounts but may, in the future, include
additional subaccounts. Each Subaccount invests
exclusively in shares of a single corresponding
Investment Option. Income and realized and
unrealized gains or losses from the assets of each
Subaccount are credited to or charged against that
Subaccount without regard to income, gains or losses
from any other Subaccount.

The Account has been registered as a unit investment
trust under the Investment Company Act of 1940 (the
"1940 Act") and meets the definition of a separate
account under the federal securities laws.
Registration with the Securities and Exchange
Commission does not involve supervision of the
management or investment practices or policies of
the Account or the Company by the SEC. The Account
is also subject to the laws of the State of Iowa
which regulate the operations of insurance companies
domiciled in Iowa.
- --------------------------------------------------------------------------------
INVESTMENT OPTIONS The Account invests in shares of the Investment
Options. The Investment Options currently include
the Value Growth Portfolio, High Grade Bond
Portfolio, High Yield Bond Portfolio, Money Market
Portfolio and Blue Chip Portfolio of EquiTrust
Variable Insurance Series Fund.
Portfolio,
Portfolio, Portfolio, Portfolio and
Portfolio of and
the Portfolio,
Portfolio, Portfolio,
Portfolio and Portfolio
of . The Account
may, in the future, provide for additional
investment options. Each Investment Option has its
own investment objectives and the income and losses
for each Investment Option will be determined
separately.

The investment objectives and policies of each
Investment Option are summarized below. There is no
assurance that any Investment Option will achieve
its stated objectives. More detailed information,
including a description of risks and expenses, may
be found in the prospectus for each Investment
Option, which must accompany or precede this
Prospectus and which should be read carefully and
retained for future reference.

EQUITRUST VARIABLE INSURANCE SERIES FUND

VALUE GROWTH PORTFOLIO. This Portfolio seeks long-term capital appreciation.
The Portfolio pursues this objective by investing primarily in equity
securities of companies that the investment adviser believes have a
potential to earn a high return on capital and/or in equity securities that
the investment adviser believes are undervalued by the market place. Such
equity securities may include common stock, preferred stock and securities
convertible or exchangeable into common stock.

HIGH GRADE BOND PORTFOLIO. This Portfolio seeks as high a level of current
income as is consistent with an investment in a high grade portfolio of debt
securities. The Portfolio will pursue this objective by investing primarily
in debt securities rated AAA, AA or A by Standard & Poor's or Aaa, Aa or A
by Moody's Investors Service, Inc. and in securities issued or guaranteed by
the United States government or its agencies or instrumentalities.

8
<PAGE>

HIGH YIELD BOND PORTFOLIO. This Portfolio seeks as a primary objective, as
high a level of current income as is consistent with investment in a
portfolio of fixed-income securities rated in the lower categories of
established rating services. As a secondary objective, the Portfolio seeks
capital appreciation when consistent with its primary objective. The
Portfolio pursues these objectives by investing primarily in fixed-income
securities rated Baa or lower by Moody's Investors Service, Inc. and/or BBB
or lower by Standards & Poor's, or in unrated securities of comparable
quality. AN INVESTMENT IN THIS PORTFOLIO MAY ENTAIL GREATER THAN ORDINARY
FINANCIAL RISK. (See the Fund Prospectus "Principal Risk Factors--Special
Considerations--High Yield Bonds.")

MONEY MARKET PORTFOLIO. This Portfolio seeks maximum current income
consistent with liquidity and stability of principal. The Portfolio will
pursue this objective by investing in high quality short-term money market
instruments. AN INVESTMENT IN THE MONEY MARKET PORTFOLIO IS NEITHER INSURED
NOR GUARANTEED BY THE U .S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE
MONEY MARKET PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF
$1.00 PER SHARE.

BLUE CHIP PORTFOLIO. This Portfolio seeks growth of capital and income. The
Portfolio pursues this objective by investing primarily in common stocks of
well-capitalized, established companies. Because this Portfolio may be
invested heavily in particular stocks or industries, an investment in this
Portfolio may entail relatively greater risk of loss.

EquiTrust Variable Insurance Series Fund currently
sells shares only to the Account and to separate
accounts of the Company supporting other variable
life insurance policies and variable annuity
contracts. EquiTrust Variable Insurance Series Fund
may in the future sell shares to other separate
accounts of the Company or its life insurance
company affiliates supporting other variable
products, or to variable life insurance and annuity
separate accounts of insurance companies not
affiliated with the Company. The other Funds
currently sell shares: (a) to the Account as well as
to separate accounts of insurance companies that may
or may not be affiliated with the Company or each
other; and (b) to separate accounts to serve as the
underlying investment for both variable insurance
policies and variable annuity contracts. The Company
currently does not foresee any disadvantages to
owners arising from the sale of shares to support
variable annuity contracts and variable life
insurance policies, or from shares being sold to
separate accounts of insurance companies that may or
may not be affiliated with the Company. However, the
Company will monitor events in order to identify any
material irreconcilable conflicts that might
possibly arise. In the event of such a conflict, it
would determine what action, if any, should be taken
in response to the conflict. In addition, if the
Company believes that a Fund's response to any such
conflicts insufficiently protects owners, it will
take appropriate action on its own, including
withdrawing the Account's investment in that Fund.
(See the Fund prospectuses for more detail.)

Each Fund is registered with the SEC as an open-end,
diversified management investment company. Such
registration does not involve supervision of the
management or investment practices or policies of
the Fund by the SEC.

[Additional information on Investment Options to be
provided by amendment.]

9
<PAGE>
- --------------------------------------------------------------------------------
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
The Company reserves the right, subject to
applicable law, to make additions to, deletions from
or substitutions for the shares that are held in the
Account or that the Account may purchase. If the
shares of an Investment Option are no longer
available for investment or if, in the Company's
judgment, further investment in any Investment
Option should become inappropriate in view of the
purposes of the Account, the Company may redeem the
shares, if any, of that Investment Option and
substitute shares of another Investment Option. The
Company will not substitute any shares attributable
to a Contract's interest in a Subaccount without
notice and prior approval of the SEC and state
insurance authorities, to the extent required by the
1940 Act or other applicable law.

The Company also reserves the right to establish
additional subaccounts of the Account, each of which
would invest in shares corresponding to an
Investment Option or in shares of another investment
company having a specified investment objective. The
Company may, in its sole discretion, establish new
subaccounts or eliminate or combine one or more
Subaccounts if marketing needs, tax considerations
or investment conditions warrant. Any new
subaccounts may be made available to existing
Contract owners on a basis to be determined by the
Company. Subject to obtaining any approvals or
consents required by applicable law, the assets of
one or more Subaccounts may be transferred to any
other Subaccount if, in the sole discretion of the
Company, marketing, tax or investment conditions
warrant.

In the event of any such substitution or change, the
Company may, by appropriate endorsement, change the
Contract to reflect the substitution or change. If
the Company deems it to be in the best interest of
Contract owners and annuitants, and subject to any
approvals that may be required under applicable law,
the Account may be operated as a management
investment company under the 1940 Act, it may be
deregistered under that Act if registration is no
longer required, it may be combined with other
Company separate accounts or its assets may be
transferred to another separate account of the
Company. In addition, the Company may, when
permitted by law, restrict or eliminate any voting
rights of owners or the persons who have such rights
under the Contracts.
- --------------------------------------------------------------------------------
DESCRIPTION OF ANNUITY CONTRACT
- --------------------------------------------------------------------------------
ISSUANCE OF A CONTRACT In order to purchase a Contract, application must be
made to the Company through a licensed
representative of the Company, who is also a
registered representative of EquiTrust Marketing
Services, Inc. ("EquiTrust Marketing") (formerly FBL
Marketing Services, Inc.), a broker-dealer having a
selling agreement with EquiTrust Marketing or a
broker-dealer having a selling agreement with such
broker/dealer. The Contract Date will be the date
the properly completed application is received by
the Company at its Home Office. If this date is the
29th, 30th or 31st of any month, the Contract Date
will be the 28th of such month. Contracts may be
sold to or in connection with retirement plans that
do not qualify for special tax treatment as well as
retirement plans that qualify for special tax
treatment under the Code. There is no maximum age
for owners on the Contract date.
- --------------------------------------------------------------------------------
PREMIUMS The minimum initial premium which the Company will
accept is $1,000. Subsequent premium payments may be
paid at any time during the annuitant's lifetime and
before the retirement date and must be for at least
$50.

At the time of application, a premium reminder
notice schedule may be selected based on an annual,
semi-annual or quarterly payment. The owner will
receive a premium reminder notice at the specified
interval. The owner may change the amount and
schedule of the premium reminder notice. Also, under
the Automatic Payment Plan, the owner can select a
monthly payment schedule pursuant to which premium
payments will be automatically deducted from a bank
account or other source rather than being "billed."
The Contract will not necessarily lapse even if
premiums are not paid.
- --------------------------------------------------------------------------------

10
<PAGE>
FREE-LOOK PERIOD The Contract provides for an initial "free-look"
period. The owner has the right to return the
Contract within 20 days of receiving it. When the
Company receives the returned Contract at its Home
Office, it will cancel the Contract and refund to
the owner an amount equal to the greater of the
premiums paid under the Contract or the sum of the
accumulated value as of the date the returned
Contract is received by the Company at its Home
Office plus the amount of the annual administration
charge and any charges deducted from the Account.
- --------------------------------------------------------------------------------
ALLOCATION OF PREMIUMS If the application for a Contract is properly
completed and is accompanied by all the information
necessary to process it, including payment of the
initial premium, the initial premium will be
allocated to the Money Market Subaccount within two
business days of receipt of such premium by the
Company at its Home Office. If the application is
not properly completed, the Company reserves the
right to retain the premium for up to five business
days while it attempts to complete the application.
If the application is not complete at the end of the
5-day period, the Company will inform the applicant
of the reason for the delay and the initial premium
will be returned immediately, unless the applicant
specifically consents to the Company retaining the
premium until the application is complete.

At the time of application, the owner selects how
the initial premium is to be allocated among the
Subaccounts and the Declared Interest Option. Any
allocation must be for at least 10% of a premium
payment and be in whole percentages.

The initial premium will be allocated to the Money
Market Subaccount for a 10-day period following the
Contract date. After the expiration of the 10-day
period, the amount in the Money Market Subaccount
will be allocated among the Subaccounts and the
Declared Interest Option in accordance with the
owner's percentage allocation in the application.
Any subsequent premiums will be allocated at the end
of the valuation period in which the subsequent
premium is received by the Company in the same
manner, unless the allocation percentages are
changed. Subsequent premiums will be allocated in
accordance with the allocation schedule in effect at
the time the premium payment is received. However,
owners may direct individual payments to a specific
Subaccount or the Declared Interest Option (or any
combination thereof) without changing the existing
allocation schedule.

The allocation schedule may be changed by the owner
at any time by written notice. Changing the
allocation schedule will not change the allocation
of existing accumulated values among the Subaccounts
or the Declared Interest Option.

The accumulated values allocated to a Subaccount
will vary with that Subaccount's investment
experience, and the owner bears the entire
investment risk. Owners should periodically review
their premium allocation schedule in light of market
conditions and their overall financial objectives.
- --------------------------------------------------------------------------------
VARIABLE ACCUMULATED VALUE The variable accumulated value will reflect the
investment experience of the selected Subaccounts,
any premiums paid, any surrenders or partial
withdrawals, any transfers and any charges assessed
in connection with the Contract. There is no
guaranteed minimum variable accumulated value, and,
because a Contract's variable accumulated value on
any future date depends upon a number of variables,
it cannot be predetermined.

CALCULATION OF VARIABLE ACCUMULATED VALUE. The variable accumulated value is
determined at the end of each valuation period. The value will be the aggregate
of the values attributable to the Contract in each of the Subaccounts,
determined for each Subaccount by multiplying that Subaccount's unit value for
the relevant valuation period by the number of Subaccount units allocated to the
Contract.

DETERMINATION OF NUMBER OF UNITS. Any amounts allocated to the Subaccounts will
be converted into Subaccount units. The number of units to be credited to a
Contract is determined by dividing the dollar amount being allocated to a
Subaccount by the unit value for that Subaccount at the end of the valuation
period during which the amount was allocated. The number of units in any
Subaccount will be increased at the end of the valuation period by any premiums
allocated to the Subaccount during the current valuation period and by any
amounts transferred to the Subaccount from another Subaccount or the Declared
Interest Option during the current valuation period. The number of units in

11
<PAGE>
any Subaccount will be decreased at the end of the valuation period by any
amounts transferred from that Subaccount to another Subaccount or the Declared
Interest Option, any amounts withdrawn during the current valuation period, any
surrender charge assessed upon a partial withdrawal or surrender and the annual
administrative charge, if assessed during the current valuation period.

DETERMINATION OF UNIT VALUE. The unit value for each Subaccount's first
valuation period is set at $10. The unit value for a Subaccount is calculated
for each subsequent valuation period by dividing (a) by (b) where:

(a) is the net result of:

1. the value of the net assets in the Subaccount at the end of the
preceding valuation period; plus

2. the investment income, dividends and capital gains, realized or
unrealized, credited to the Subaccount during the current valuation
period; minus

3. the capital losses, realized or unrealized, charged against the
Subaccount during the current valuation period; minus

4. any amount charged for taxes or any amount set aside during the
valuation period as a provision for taxes attributable to the Subaccount;
minus

5. the daily amount charged for mortality and expense risks for each
day of the current valuation period; and

(b) the number of units outstanding at the end of the preceding
valuation period.
- --------------------------------------------------------------------------------
TRANSFER PRIVILEGE Before the retirement date, an owner may transfer
all or part of an amount in a Subaccount to another
Subaccount or the Declared Interest Option at any
time, or transfer up to 25% of an amount in the
Declared Interest Option to one or more Subaccounts.
However, if a transfer request would reduce the
amount in the Declared Interest Option below $1,000,
the owner may transfer the entire amount from the
Declared Interest Option. The minimum transfer
amount must be the lesser of $100 or the entire
amount in that Subaccount or the Declared Interest
Option.

The transfer will be made as of the business day on
or next following the day written notice requesting
such transfer is received at the Home Office. There
is no limit on the number of transfers that can be
made among or between Subaccounts or the Declared
Interest Option. (See "Transfers from Declared
Interest Option.")

There is no charge for the first twelve transfers
during a Contract Year. The Company may charge $25
for each subsequent transfer during a Contract Year.
Unless paid in cash, the transfer processing fee
will be deducted on a pro-rata basis from the
Subaccounts or Declared Interest Option to which the
transfer is made.

Transfers may be made based upon instructions given
by telephone, provided the appropriate election has
been made at the time of application or proper
authorization is provided to the Company. The
Company reserves the right to suspend telephone
transfer privileges at any time, for any class of
Contracts, for any reason.
- --------------------------------------------------------------------------------
PARTIAL WITHDRAWALS AND SURRENDERS

PARTIAL WITHDRAWALS. At any time before the retirement date, an owner may make a
partial withdrawal of the accumulated value. The minimum amount which may be
withdrawn is $500; the maximum amount is that which would leave the remaining
accumulated value equal to or less than $2,000. A partial withdrawal request
that would reduce the accumulated value to $2,000 or less will be treated as a
full surrender of the Contract. The Company will withdraw the amount requested
from the accumulated value as of the Business Day on or next following the day
written notice requesting the partial withdrawal is received at the Home Office.
Any applicable surrender charge will, at the election of the owner, be deducted
from the remaining accumulated value or be deducted from the amount withdrawn.
(See "Surrender Charge.")

The owner may specify the amount of the partial
withdrawal to be made from certain Subaccounts or
the Declared Interest Option. If the owner does not
so specify, or if the amount in the designated
Subaccount(s) or Declared Interest Option is
inadequate to comply with the request, the partial
withdrawal will be made from each

12
<PAGE>
Subaccount and the Declared Interest Option based on
the proportion that the value in such Subaccount
bears to the total accumulated value on the date the
request is received at the Home Office.

A partial withdrawal may have adverse federal income
tax consequences, including a penalty tax. (See
"Taxation of Annuities.")

SURRENDER. At any time before the retirement date, the owner may request a
surrender of the contract for its net accumulated value. The net accumulated
value will be determined as of the Business Day on or next following the date
written notice requesting surrender and the Contract are received at the Home
Office. The net accumulated value will be paid in a lump sum unless the owner
requests payment under a payment option. A surrender may have adverse federal
income tax consequences. (See "Taxation of Annuities.")

SURRENDER AND PARTIAL WITHDRAWAL RESTRICTIONS. The owner's right to make
surrenders and partial withdrawals is subject to any restrictions imposed by
applicable law or employee benefit plan.

RESTRICTIONS ON DISTRIBUTIONS FROM CERTAIN TYPES OF CONTRACTS. There are certain
restrictions on surrenders and partial withdrawals of Contracts used as funding
vehicles for Code Section 403(b) retirement plans. Section 403(b)(11) of the
Code restricts the distribution under Section 403(b) annuity contracts of: (i)
elective contributions made in years beginning after December 31, 1988; (ii)
earnings on those contributions; and (iii) earnings in such years on amounts
held as of the last year beginning before January 1, 1989. Distributions of
those amounts may only occur upon the death of the employee, attainment of age
59 1/2, separation from service, disability or financial hardship. In addition,
income attributable to elective contributions may not be distributed in the case
of hardship.
- --------------------------------------------------------------------------------
SPECIAL TRANSFER AND WITHDRAWAL OPTIONS

DOLLAR COST AVERAGING. Dollar Cost Averaging is a special type of automatic
transfer. Under this option, an owner may periodically transfer a specified
amount in a Subaccount or the Declared Interest Option to another Subaccount or
the Declared Interest Option.

SYSTEMATIC WITHDRAWALS. The Systematic Withdrawal option allows for automatic
partial withdrawals. Under this option, specified amounts may be periodically
withdrawn from the Contract's accumulated value. The owner may specify the
allocation of the withdrawals among the Subaccounts and Declared Interest
Option.

The use of Dollar Cost Averaging and Systematic
Withdrawals are subject to all the same provisions
and limitations as regular transfers and regular
partial withdrawals described above. The Company
prohibits the use of these two options at the same
time.
- --------------------------------------------------------------------------------
DEATH BENEFIT BEFORE THE RETIREMENT DATE
DEATH OF OWNER. If an owner dies prior to the
retirement date, any surviving owner becomes the
sole owner. If there is no surviving owner, the
annuitant becomes the new owner unless the deceased
owner was also the annuitant. If the sole deceased
owner was also the annuitant, then the provisions
relating to the death of an annuitant (described
below) will govern unless the deceased owner was one
of two joint annuitants. (In the latter event, the
surviving annuitant becomes the owner.)

The following options are available to the sole
surviving owners or new owners:

1. If the owner is the spouse of the deceased owner, he or she may
continue the Contract as the new owner.

2. If the owner is not the spouse of the deceased owner:

(a) he or she may elect to receive the net accumulated value in a
single sum within 5 years of the deceased owner's death; or

(b) he or she may elect to receive the net accumulated value paid out
under one of the annuity payment options.

Under either of these options, sole surviving owners
or new owners may exercise all ownership rights and
privileges from the date of the deceased owner's
death until the date that the net accumulated value
is paid.

DEATH OF AN ANNUITANT. If the annuitant dies before
the retirement date, the Company will pay the death
benefit under the Contract to the beneficiary. If
there is no surviving beneficiary, the Company will
pay the death benefit to the owner or the owner's

13
<PAGE>
estate. The death benefit is equal to the greater of
the sum of the premiums paid less the sum of all
partial withdrawal reductions (including applicable
surrender charges), the accumulated value on the
date the Company receives due proof of the
annuitant's death, or the accumulated value on the
most recent Contract Anniversary (plus subsequent
premiums paid and less subsequent partial
withdrawals) if the annuitant's age on the Contract
Date was less than 76. If the annuitant's age on the
Contract Date was 76 or older, the death benefit is
equal to the greater of the sum of the premiums paid
less the sum of all partial withdrawal reductions
(including applicable surrender charges) as of the
date the Company receives due proof of death, or the
accumulated value as of the date the Company
receives due proof of death.

A partial withdrawal reduction is defined as a) the
death benefit times b) the amount of the partial
withdrawal divided by c) the accumulated value
immediately prior to withdrawal.

There is no death benefit payable if the annuitant
dies after the retirement date. The death benefit
will be paid to the beneficiary in a lump sum unless
the owner or beneficiary elects a payment option.

If the annuitant who is also the the owner dies, the
provisions described immediately above apply except
that the beneficiary may only apply the death
benefit payment to an annuity payment option if:

1. payments under the option begin within 1 year of the annuitant's
death; and

2. payments under the option are payable over the beneficiary's life or
over a period not greater than the beneficiary's life expectancy.

If the owner's spouse is the designated beneficiary,
the Contract may be continued with such surviving
spouse as the new owner.
- --------------------------------------------------------------------------------
DEATH BENEFIT AFTER THE RETIREMENT DATE
If an owner dies on or after the retirement date,
any surviving owner becomes the sole owner. If there
is no surviving owner, the payee receiving annuity
payments becomes the new owner. Such owners will
have the rights of owners during the annuity period,
including the right to name successor payees if the
deceased owner had not previously done so.

Other rules may apply to a Qualified Contract.
- --------------------------------------------------------------------------------
PROCEEDS ON THE RETIREMENT DATE
The retirement date is selected by the owner. For
Non-Qualified Contracts, the retirement date may not
be after the later of the annuitant's age 70 or 10
years after the Contract date. For Qualified
Contracts, the retirement date must be no later than
the annuitant's age 70 1/2 or such other date as
meets the requirements of the Code.

On the retirement date, the proceeds will be applied
under the life income annuity payment option with
ten years guaranteed, unless the owner chooses to
have the proceeds paid under another payment option
or in a lump sum. (See "Payment Options.") If a
payment option is elected, the amount that will be
applied is the accumulated value less any applicable
surrender charge. If a lump sum payment is chosen,
the amount paid will be the net accumulated value on
the retirement date.

The retirement date may be changed subject to these
limitations: the owner's written notice must be
received at the Home Office at least 30 days before
the current retirement date; the requested
retirement date must be a date that is at least 30
days after receipt of the written notice; and the
requested retirement date must be no later than the
annuitant's 70th birthday or any earlier date
required by law.
- --------------------------------------------------------------------------------
PAYMENTS

14
<PAGE>
Any surrender, partial withdrawal or death benefit
will usually be paid within seven days of receipt of
a written request, any information or documentation
reasonably necessary to process the request and, in
the case of a death benefit, receipt and filing of
due proof of death. However, payments may be
postponed if:

1. the New York Stock Exchange is closed, other than customary weekend
and holiday closings, or trading on the exchange is restricted as determined
by the SEC; or

2. the SEC permits by an order the postponement for the protection of
owners; or

3. the SEC determines that an emergency exists that would make the
disposal of securities held in the Account or the determination of the value
of the Account's net assets not reasonably practicable.

If a recent check or draft has been submitted, the
Company has the right to delay payment until it has
assured itself that the check or draft has been
honored.

The Company has the right to defer payment of any
surrender, partial withdrawal or transfer from the
Declared Interest Option for up to six months from
the date of receipt of written notice for such a
surrender, withdrawal or transfer. If payment is not
made within 30 days after receipt of documentation
necessary to complete the transaction, or such
shorter period as required by a particular
jurisdiction, interest will be added to the amount
paid from the date of receipt of documentation at 3%
or such higher rate required for a particular state.
- --------------------------------------------------------------------------------
MODIFICATION Upon notice to the owner, the Company may modify the
Contract if:

1. necessary to make the Contract or the Account comply with any law or
regulation issued by a governmental agency to which the Company is subject;
or

2. necessary to assure continued qualification of the Contract under
the Code or other federal or state laws relating to retirement annuities or
variable annuity contracts; or

3. necessary to reflect a change in the operation of the Account; or

4. the modification provides additional Account and/or fixed
accumulation options.

In the event of most such modifications, the Company
will make appropriate endorsement to the Contract.
- --------------------------------------------------------------------------------
REPORTS TO OWNERS At least annually, the Company will mail to each
owner, at such owner's last known address of record,
a report containing the accumulated value (including
the accumulated value in each Subaccount and the
Declared Interest Option) of the Contract, premiums
paid and charges deducted since the last report,
partial withdrawals made since the last report and
any further information required by any applicable
law or regulation.
- --------------------------------------------------------------------------------
INQUIRIES Inquiries regarding a Contract may be made by
writing to the Company at its Home Office.
- --------------------------------------------------------------------------------
THE DECLARED INTEREST OPTION
- --------------------------------------------------------------------------------
An owner may allocate some or all of the premiums
and transfer some or all of the accumulated value to
the Declared Interest Option, which is part of the
General Account and pays interest at declared rates
guaranteed for each Contract year (subject to a
minimum guaranteed interest rate of 3%). The
principal, after deductions, is also guaranteed. The
Company's General Account supports its insurance and
annuity obligations.

The Declared Interest Option has not been, and is
not required to be, registered with the SEC under
the Securities Act of 1933 (the "1933 Act"), and
neither the Declared Interest Option nor the
Company's General Account has been registered as an
investment company under the 1940 Act. Therefore,
neither the Company's General Account, the Declared
Interest Option, nor any interests therein are
generally subject to regulation under the 1933 Act
or the 1940 Act. The disclosures relating to these
accounts which are included in this Prospectus are
for the owner's information and

15
<PAGE>
have not been reviewed by the SEC. However, such
disclosures may be subject to certain generally
applicable provisions of Federal securities laws
relating to the accuracy and completeness of
statements made in prospectuses.

The portion of the accumulated value allocated to
the Declared Interest Option (the "Declared Interest
Option accumulated value") will be credited with
rates of interest, as described below. Since the
Declared Interest Option is part of the General
Account, the Company assumes the risk of investment
gain or loss on this amount. All assets in the
General Account are subject to the Company's general
liabilities from business operations.
- --------------------------------------------------------------------------------
MINIMUM GUARANTEED AND CURRENT INTEREST RATES
The Declared Interest Option cash value is
guaranteed to accumulate at a minimum effective
annual interest rate of 3%. The Company intends to
credit the Declared Interest Option accumulated
value with current rates in excess of the minimum
guarantee but is not obligated to do so. These
current interest rates are influenced by, but do not
necessarily correspond to, prevailing general market
interest rates. Any interest credited on the amounts
in the Declared Interest Option in excess of the
minimum guaranteed rate of 3% per year will be
determined in the sole discretion of the Company.
The owner, therefore, assumes the risk that interest
credited may not exceed the guaranteed rate.

From time to time, the Company establishes new
current interest rates for the Declared Interest
Option under the Contracts. The rate applicable for
a particular Contract is the rate in effect on the
most recent Contract anniversary. This rate remains
unchanged for that Contract until the next Contract
anniversary (i.e., for the entire Contract year).
During each Contract year, the entire Declared
Interest Option accumulated value (including amounts
allocated or transferred to the Declared Interest
Option during that year) is credited with the
interest rate in effect for that Contract year. Once
credited, interest becomes part of the Declared
Interest Option accumulated value.

The Company reserves the right to change the method
of crediting interest from time to time, provided
that such changes do not have the effect of reducing
the guaranteed rate of interest below 3% per annum
or shorten the period for which the current interest
rate applies to less than a Contract year (except
for the year in which such amount is received or
transferred).

CALCULATION OF DECLARED INTEREST OPTION ACCUMULATED VALUE. The Declared Interest
Option accumulated value at any time is equal to amounts allocated and
transferred to it, plus interest credited less amounts deducted, transferred or
withdrawn.
- --------------------------------------------------------------------------------
TRANSFERS FROM DECLARED INTEREST OPTION
An unlimited number of transfers are allowed from
the Declared Interest Option to any or all of the
Subaccounts in each Contract year. The amount
transferred from the Declared Interest Option may
not exceed 25% of the Declared Interest Option
accumulated value on the date of transfer, unless
the balance after the transfer would be less than
$1,000, in which case the entire amount may be
transferred.

16
<PAGE>

- --------------------------------------------------------------------------------
PAYMENT DEFERRAL The Company has the right to defer payment of any
surrender, partial withdrawal or transfer from the
Declared Interest Option up to six months from the
date of receipt of the written notice for surrender
or transfer.
- --------------------------------------------------------------------------------
CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)
GENERAL. No charge for sales expenses is deducted
from premiums at the time premiums are paid.
However, within certain time limits described below,
a surrender charge (contingent deferred sales
charge) is deducted from the accumulated value if a
partial withdrawal or surrender is made before the
retirement date. Also, as described below, a
surrender charge may be deducted from amounts
applied to certain payment options.

In the event surrender charges are not sufficient to
cover sales expenses, the loss will be borne by the
Company; conversely, if the amount of such charges
proves more than enough, the excess will be retained
by the Company.

CHARGE FOR PARTIAL WITHDRAWAL OR SURRENDER. During the first six Contract years,
if a partial withdrawal or surrender is made, the applicable surrender charge
will be as follows:

<TABLE>
<CAPTION>
CHARGE AS
CONTRACT YEAR IN PERCENTAGE OF
WHICH SURRENDER AMOUNT
OCCURS SURRENDERED
- -------------------- -----------------
<S> <C>
1................... 6%
2................... 5
3................... 4
4................... 3
5................... 2
6................... 1
7 and After......... 0
</TABLE>

No surrender charge is deducted if the partial
withdrawal or surrender occurs after six full
Contract years.

In no event will the total surrender charges
assessed under a Contract exceed 8.5% of the total
premiums paid under that Contract.

If the Contract is being surrendered, the surrender
charge is deducted from the accumulated value in
determining the net accumulated value. For a partial
withdrawal, the surrender charge may, at the
election of the owner, be deducted from the
accumulated value remaining after the amount
requested is withdrawn or be deducted from the
amount of the withdrawal requested.

AMOUNTS NOT SUBJECT TO SURRENDER CHARGE. For partial withdrawals in each
Contract year after the first Contract year, up to 10% of the accumulated value
on the most recent Contract Anniversary may be withdrawn without a current
surrender charge. If the Contract is subsequently surrendered during the
Contract Year, a surrender charge will be applied to partial withdrawals taken
during that Contract Year, as well as to the amount surrendered.

Any amounts surrendered in excess of 10% of the
accumulated value will be assessed a surrender
charge. This right is not cumulative from Contract
year to Contract year.

SURRENDER CHARGE AT THE RETIREMENT DATE. If any payment option is selected at
the retirement date other than options 2-5 described below (see "Payment
Options"), the surrender charge is assessed against the accumulated value
applied to that option. If payment options 3 or 5 are selected, no surrender
charge is assessed and if payment options 2 or 4 are selected, the surrender
charge is applied by adding the fixed number of years for which payments will be
made under the option to the number of Contract years since the Contract date
and using this sum in the surrender charge table.

WAIVER OF SURRENDER CHARGE. Upon written notice from the owner before the
retirement date, the surrender charge may be waived after the first Policy Year
on any partial withdrawal or surrender if the annuitant is terminally ill as
defined in the Contract, stays in a qualified nursing center for 90 days, or is
required to satisfy Internal Revenue Code minimum distribution requirements.
- --------------------------------------------------------------------------------
ANNUAL ADMINISTRATIVE CHARGEOn the Contract date and on each Contract
anniversary prior to the retirement date, the
Company deducts from the accumulated value an annual
administrative charge of $30 to

17
<PAGE>
reimburse it for administrative expenses relating to
the Contract. (If the Contract date falls on
Thanksgiving, the Friday following Thanksgiving or
the weekend following Thanksgiving, the annual
administrative charge will be deducted on the
preceding Business Day.) The charge will be deducted
from each Subaccount and the Declared Interest
Option based on the proportion that the value in
each such Subaccount bears to the total accumulated
value. No annual administrative charge is payable
during the annuity payment period.
- --------------------------------------------------------------------------------
TRANSFER PROCESSING FEE There is no charge for the first twelve transfers
during a Contract Year. The Company may charge $25
for each subsequent transfer during a Contract year.
Unless paid in cash, the transfer processing fee
will be deducted on a pro-rata basis from the
Subaccounts or Declared Interest Option to which the
transfer is made.
- --------------------------------------------------------------------------------
MORTALITY AND EXPENSE RISK CHARGE
To compensate the Company for assuming mortality and
expense risks, the Company deducts a daily mortality
and expense risk charge from the assets of the
Account. The charge is at an annual rate of 1.40%
(daily rate of 0.0038091%) (approximately 1.01% for
mortality risk and 0.39% for expense risk).

The mortality risk the Company assumes is that
annuitants may live for a longer period of time than
estimated when the guarantees in the Contract were
established. Because of these guarantees, each payee
is assured that longevity will not have an adverse
effect on the annuity payments received. The
mortality risk that the Company assumes also
includes a guarantee to pay a death benefit if the
owner/annuitant dies before the retirement date. The
expense risk that the Company assumes is the risk
that the administrative fees and transfer fees may
be insufficient to cover actual future expenses.
- --------------------------------------------------------------------------------
INVESTMENT OPTION EXPENSES Because the Account purchases shares of the
Investment Options, the net assets of the Account
will reflect the investment advisory fees and other
operating expenses incurred by each Investment
Option. (See the Expense Tables in this prospectus
and the accompanying Investment Option
prospectuses.)
- --------------------------------------------------------------------------------
PREMIUM TAXES Currently, no charge or deduction is made under the
Contracts for premium taxes. The Company reserves
the right, however, to deduct such taxes from
accumulated value. Various states and other
governmental entities levy a premium tax, currently
ranging up to 3.5%, on annuity contracts issued by
insurance companies. Premium tax rates are subject
to change, from time to time, by legislative and
other governmental action.
- --------------------------------------------------------------------------------
OTHER TAXES Currently, no charge is made against the Account for
any federal, state or local taxes that the Company
incurs or that may be attributable to the Account or
the Contracts. The Company may, however, make such a
charge in the future for any such tax or economic
burden on the Company resulting from the application
of the tax laws that it determines to be properly
attributable to the Account or Contracts.
- --------------------------------------------------------------------------------
PAYMENT OPTIONS
- --------------------------------------------------------------------------------
The Contract ends on the retirement date, at which
time the accumulated value (or, under certain
options, the net accumulated value) will be applied
under a payment option, unless the owner elects to
receive the net accumulated value in a single sum.
If an election of a payment option has not been
filed at the Home Office on the retirement date, the
proceeds will be paid as a life income annuity with
payments for ten years guaranteed. Prior to the
retirement date, the owner can have the entire net
accumulated value applied under a payment option, or
a beneficiary can have the death benefit applied
under a payment option. The Contract must be
surrendered so that the applicable amount can be
paid in a lump sum or a supplemental contract for
the applicable payment option can be issued.

The payment options available are described below.
The term "payee" means a person who is entitled to
receive payment under that option. The payment
options

18
<PAGE>
are fixed, which means that each option has a fixed
and guaranteed amount to be paid during the annuity
payment period that is not in any way dependent upon
the investment experience of the Account.
- --------------------------------------------------------------------------------
ELECTION OF OPTIONS An option may be elected, revoked or changed at any
time before the retirement date while the annuitant
is living. If an election is not in effect at the
annuitant's death or if payment is to be made in one
sum under an existing election, the beneficiary may
elect one of the options after the death of the
owner/annuitant.

An election of payment options and any revocation or
change must be made by written notice and signed by
the owner or beneficiary, as appropriate.

The Company reserves the right to refuse the
election of a payment option other than paying the
proceeds in a lump sum if: 1) the total payments
together would be less than $2,000; 2) each payment
would be less than $20; or 3) the payee is an
assignee, estate, trustee, partnership, corporation
or association.
- --------------------------------------------------------------------------------
DESCRIPTION OF OPTIONS

OPTION 1--INTEREST INCOME. To have the proceeds left
with the Company to earn interest at a rate to be
determined by the Company. Interest will be paid
every month or every 3, 6 or 12 months as the payee
selects. Under this option, the payee may withdraw
part or all of the proceeds at any time.

OPTION 2--INCOME FOR A FIXED TERM. To have the
proceeds paid out in equal installments for a fixed
number of years.

OPTION 3--LIFE INCOME OPTION WITH TERM CERTAIN. To
have the proceeds paid in equal amounts (at
intervals elected by the payee) during the payee's
lifetime with the guarantee that payments will be
made for a period of not less than the specified
number of years. Under this option, at the death of
a payee having no beneficiary (or where the
beneficiary died prior to the payee), the present
value of the current dollar amount on the date of
death of any remaining guaranteed payments will be
paid in one sum to the executors or administrators
of the payee's estate. Also under this option, if
any beneficiary dies while receiving payment, the
present value of the current dollar amount on the
date of death of any remaining guaranteed payments
will be paid in one sum to the executors or
administrators of the beneficiary's estate.
Calculation of such present value shall be no less
than 3%.

OPTION 4--INCOME FOR FIXED AMOUNT. To have the
proceeds paid out in equal installments (at
intervals elected by the payee) of a specific
amount. The payments will continue until all the
proceeds plus interest have been paid out.

OPTION 5--JOINT AND TWO-THIRDS TO SURVIVOR MONTHLY
LIFE INCOME. To have proceeds paid out in equal
installments for as long as two joint payees live.
When one payee dies, installments of two-thirds of
the first installment will be paid to the surviving
payee until he or she dies.

The amount of each payment will be determined from
the tables in the Contract which apply to the
particular option using the payee's age and sex. Age
will be determined from the last birthday at the due
date of the first payment.

ALTERNATE PAYMENT OPTION. In lieu of one of the above options, the cash value,
cash surrender value or death benefit, as applicable, may be settled under any
other payment option made available by the Company or requested and agreed to by
the Company.
- --------------------------------------------------------------------------------
YIELDS AND TOTAL RETURNS
- --------------------------------------------------------------------------------
From time to time, the Company may advertise or
include in sales literature yields, effective yields
and total returns for the Subaccounts. THESE FIGURES
ARE BASED ON HISTORICAL EARNINGS AND DO NOT INDICATE
OR PROJECT FUTURE PERFORMANCE. Each Subaccount may,
from time to time, advertise or include in sales
literature performance relative to certain
performance rankings and indices compiled by
independent organizations.

19
<PAGE>
More detailed information as to the calculation of
performance, as well as comparisons with unmanaged
market indices, appears in the Statement of
Additional Information.

Effective yields and total returns for the
Subaccounts are based on the investment performance
of the corresponding Investment Option. Each
Investment Option's performance in part reflects the
Investment Option's expenses. (See the accompanying
Investment Option Prospectuses.)

The yield of the Money Market Subaccount refers to
the annualized income generated by an investment 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 in
the Subaccount is assumed to be reinvested. The
effective yield will be slightly higher than the
yield because of the compounding effect of this
assumed reinvestment.

The yield of a Subaccount (except the Money Market
Subaccount) refers to the annualized income
generated by an investment in the Subaccount over a
specified 30-day or one-month period. The yield is
calculated by assuming that the income generated by
the investment during that 30-day or one-month
period is generated each 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 Contract
has been held in the Subaccount for various periods
of time. When a Subaccount has been in operation for
one, five and ten years, respectively, the total
return for these periods will be provided. For
periods prior to the date the Account commenced
operations, performance information will be
calculated based on the performance of the
Investment Options and the assumption that the
Subaccounts were in existence for the same periods
as those indicated for the Investment Options, with
the level of Contract charges that were in effect at
the inception of the Subaccounts for the Contracts.

The average annual total return quotations represent
the average annual compounded rates of return that
would equate an initial investment of $1,000 under a
Contract to the redemption value of that investment
as of the last day of each of the periods for which
total return quotations are provided. Average annual
total return information shows the average
percentage change in the value of an investment in
the Subaccount from the beginning date of the
measuring period to the end of that period. This
standardized version of average annual total return
reflects all historical investment results less all
charges and deductions applied against the
Subaccount (including any surrender charge that
would apply if an owner terminated the Contract at
the end of each period indicated, but excluding any
deductions for premium taxes).

In addition to the standard version described above,
total return performance information computed on two
different non-standard bases may be used in
advertisements or sales literature. Average annual
total return information may be presented, computed
on the same basis as described above, except
deductions will not include the surrender charge. In
addition, the Company may, from time to time,
disclose cumulative total return for Contracts
funded by Subaccounts.

From time to time, yields, standard average annual
total returns and non-standard total returns for the
Fund's Investment Options may be disclosed,
including such disclosures for periods prior to the
date the Account commenced operations.

Non-standard performance data will only be disclosed
if the standard performance data for the required
periods is also disclosed. For additional
information regarding the calculation of other
performance data, please refer to the Statement of
Additional Information.

20
<PAGE>
In advertising and sales literature, the performance
of each Subaccount may be compared to the
performance of other variable annuity issuers in
general, or to the performance of particular types
of variable annuities investing in mutual funds or
investment portfolios of mutual funds with
investment objectives similar to each of the
Subaccounts. Lipper Analytical Services, Inc.
("Lipper") and the Variable Annuity Research Data
Service ("VARDS") are independent services which
monitor and rank the performance of variable annuity
issuers in each of the major categories of
investment objectives on an industry-wide basis.

Lipper's rankings include variable life insurance
issuers as well as variable annuity issuers. VARDS
rankings compare only variable annuity issuers. The
performance analyses prepared by Lipper and VARDS
each rank such issuers on the basis of total return,
assuming reinvestment of distributions, but do not
take sales charges, redemption fees or certain
expense deductions at the separate account level
into consideration. In addition, VARDS prepares risk
rankings, which consider the effects of market risk
on total return performance. This type of ranking
provides data as to which funds provide the highest
total return within various categories of funds
defined by the degree of risk inherent in their
investment objectives.

Advertising and sales literature may also compare
the performance of each Subaccount to the Standard &
Poor's Index of 500 Common Stocks, a widely used
measure of stock performance. This unmanaged index
assumes the reinvestment of dividends but does not
reflect any "deduction" for the expense of operating
or managing an investment portfolio. Other
independent ranking services and indices may also be
used as a source of performance comparison.

The Company may also report other information
including the effect of tax-deferred compounding on
a Subaccount's investment returns, or returns in
general, which may be illustrated by tables, graphs
or charts. All income and capital gains derived from
Subaccount investments are reinvested and can lead
to substantial long-term accumulation of assets,
provided that the underlying Portfolio's investment
experience is positive.
- --------------------------------------------------------------------------------
FEDERAL TAX MATTERS
THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE
- --------------------------------------------------------------------------------
INTRODUCTION This discussion is not intended to address the tax
consequences resulting from all of the situations in
which a person may be entitled to or may receive a
distribution under the annuity contract issued by
the Company. Any person concerned about these tax
implications should consult a competent tax adviser
before initiating any transaction. This discussion
is based upon the Company's understanding of the
present Federal income tax laws, as they are
currently interpreted by the Internal Revenue
Service. No representation is made as to the
likelihood of the continuation of the present
federal income tax laws or of the current
interpretation by the Internal Revenue Service.
Moreover, no attempt has been made to consider any
applicable state or other tax laws.

The Contract may be purchased on a non-qualified
basis ("Non-Qualified Contract") or purchased and
used in connection with plans qualifying for
favorable tax treatment ("Qualified Contract"). The
Qualified Contract is designed for use by
individuals whose premium payments are comprised
solely of proceeds from and/or contributions under
retirement plans which are intended to qualify as
plans entitled to special income tax treatment under
Sections 401(a), 403(b), or 408 of the Internal
Revenue Code of 1986, as amended (the "Code"). The
ultimate effect of federal income taxes on the
amounts held under a Contract, or annuity payments,
and on the economic benefit to the owner, the
annuitant or the beneficiary depends on the type of
retirement plan, on the tax and employment status of
the individual concerned, and on the Company's tax
status. In addition, certain requirements must be
satisfied in purchasing a Qualified Contract with
proceeds from a tax-qualified plan and receiving
distributions from a Qualified Contract in order to
continue receiving favorable tax treatment.
Therefore, purchasers of Qualified Contracts should
seek

21
<PAGE>
competent legal and tax advice regarding the
suitability of a Contract for their situation, the
applicable requirements and the tax treatment of the
rights and benefits of a Contract. The following
discussion assumes that Qualified Contracts are
purchased with proceeds from and/or contributions
under retirement plans that qualify for the intended
special federal income tax treatment.
- --------------------------------------------------------------------------------
TAX STATUS OF THE CONTRACT

DIVERSIFICATION REQUIREMENTS. Section 817(h) of the Code provides that separate
account investments underlying a contract must be "adequately diversified" in
accordance with Treasury regulations in order for the contract to qualify as an
annuity contract under Section 72 of the Code. The Account, through each
Portfolio of the Fund, intends to comply with the diversification requirements
prescribed in regulations under Section 817(h) of the Code, which affect how the
assets in the various Subaccounts may be invested. Although the Company does not
have control over the Fund in which the Account invests, we believe that each
Portfolio in which the Account owns shares will meet the diversification
requirements, and therefore, the Contract will be treated as an annuity contract
under the Code.

In certain circumstances, owners of variable annuity
contracts may be considered the owners, for federal
income tax purposes, of the assets of the separate
account used to support their contracts. In those
circumstances, income and gains from the separate
account assets would be includible in the variable
annuity contract owner's gross income. Several years
ago, the IRS stated in published rulings that a
variable contract owner will be considered the owner
of separate account assets if the contract owner
possesses incident 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., the contract owner), rather than the
insurance company, to be treated as the owner of the
assets in the account." This announcement also
states 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 Contracts are similar
to, but different in certain respects from, those
described by the Service in rulings in which it was
determined that contract owners were not owners of
separate account assets. For example, the owner of a
Contract has the choice of one or more Subaccounts
in which to allocate premiums and Contract values,
and may be able to transfer among Subaccounts more
frequently than in such rulings. These differences
could result in the contract owner being treated as
the owner of the assets of the Account. In addition,
the Company does not know what standards will be set
forth, if any, in the regulations or rulings which
the Treasury Department has stated it expects to
issue. The Company therefore reserves the right to
modify the Contract as necessary to attempt to
prevent the contract owner from being considered the
owner of the assets of the Account.

REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, Section 72(s) of the Code requires any
Non-Qualified Contract to provide that: (a) if any owner dies on or after the
retirement date but prior to the time the entire interest in the contract has
been distributed, the remaining portion of such interest will be distributed at
least as rapidly as under the method of distribution being used as of the date
of that owner's death; and (b) if any owner dies prior to the annuity
commencement date, the entire interest in the Contract will be distributed
within five years after the date of the owner's death. These requirements will
be considered satisfied as to any portion of the owner's interest which is
payable to or for the benefit of a "designated beneficiary" and which is
distributed over the life of such beneficiary or over a period not extending
beyond the life expectancy of that beneficiary, provided that such distributions
begin within one year of that owner's death. The owner's "designated
beneficiary" is the person designated by such owner as a beneficiary and to whom
ownership of the contract passes by reason of death and must be a natural
person. However, if the owner's "designated beneficiary" is the surviving spouse
of the owner, the Contract may be continued with the surviving spouse as the new
owner.

The Non-Qualified Contracts contain provisions which
are intended to comply with the requirements of
Section 72(s) of the Code, although no regulations
interpreting

22
<PAGE>
these requirements have yet been issued. The Company
intends to review such provisions and modify them if
necessary to assure that they comply with the
requirements of Code Section 72(s) when clarified by
regulation or otherwise.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts
will qualify as annuity contracts for federal income
tax purposes.
- --------------------------------------------------------------------------------
TAXATION OF ANNUITIES

IN GENERAL. Section 72 of the Code governs taxation of annuities in general. The
Company believes that an owner who is a natural person is not taxed on increases
in the value of a Contract until distribution occurs by withdrawing all or part
of the cash value (e.g., partial surrenders and surrenders) or as annuity
payments under the payment option elected. For this purpose, the assignment,
pledge, or agreement to assign or pledge any portion of the cash value (and in
the case of a Qualified Contract, any portion of an interest in the qualified
plan) generally will be treated as a distribution. The taxable portion of a
distribution (in the form of a single sum payment or payment option) is taxable
as ordinary income.

The owner of any annuity contract who is not a
natural person generally must include in income any
increase in the excess of the cash value over the
"investment in the contract" during the taxable
year. There are some exceptions to this rule, and a
prospective owner that is not a natural person may
wish to discuss these with a competent tax adviser.

The following discussion generally applies to
Contracts owned by natural persons.

PARTIAL WITHDRAWALS. In the case of a partial withdrawal from a Qualified
Contract, under Section 72(e) of the Code, a ratable portion of the amount
received is taxable, generally based on the ratio of the "investment in the
contract" to the participant's total accrued benefit or balance under the
retirement plan. The "investment in the contract" generally equals the portion,
if any, of any premium payments paid by or on behalf of the individual under a
Contract which was not excluded from the individual's gross income. For
Contracts issued in connection with qualified plans, the "investment in the
contract" can be zero. Special tax rules may be available for certain
distributions from Qualified Contracts.

In the case of a partial withdrawal from a
Non-Qualified Contract, under Section 72(e) amounts
received are generally first treated as taxable
income to the extent that the cash value immediately
before the partial withdrawal exceeds the
"investment in the contract" at that time. Any
additional amount withdrawn is not taxable.

In the case of a surrender under a Qualified or
Non-Qualified Contract, the amount received
generally will be taxable only to the extent it
exceeds the "investment in the contract."

Section 1035 of the Code provides that no gain or
loss shall be recognized on the exchange of one
annuity contract for another. If the surrendered
contract was issued prior to August 14, 1982, the
tax rules formerly provided that the surrender was
taxable only to the extent the amount received
exceeds the owner's investment in the contract will
continue to apply to amounts allocable to
investments in that contract prior to August 14,
1982. In contrast, contracts issued after January
19, 1985 in a Code Section 1035 exchange are treated
as new contracts for purposes of the penalty and
distribution-at-death rules. Special rules and
procedures apply to Section 1035 transactions.
Prospective owners wishing to take advantage of
Section 1035 should consult their tax adviser.

ANNUITY PAYMENTS. Although tax consequences may vary depending on the payment
option elected under an annuity contract, under Code Section 72(b), generally
(prior to recovery of the investment in the contract) gross income does not
include that part of any amount received as an annuity under an annuity contract
that bears the same ratio to such amount as the investment in the contract bears
to the expected return at the annuity starting date. Stated differently, prior
to recovery of the investment in the contract, generally, there is no tax on the
amount of each payment which represents the same ratio that the "investment in
the contract" bears to the total expected value of the annuity payments for the
term of the payment; however, the remainder of each income payment is taxable.
After the "investment in the contract" is recovered, the full amount of any
additional annuity payments is taxable.

23
<PAGE>
TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a Contract
because of the death of the owner. Generally, such amounts are includible in the
income of the recipient as follows: (i) if distributed in a lump sum, they are
taxed in the same manner as a surrender of the contract or (ii) if distributed
under a payment option, they are taxed in the same way as annuity payments. For
these purposes, the investment in the Contract is not affected by the owner's
death. That is, the investment in the Contract remains the amount of any
purchase payments which were not excluded from gross income.

PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution pursuant to a
Non-Qualified Contract, there may be imposed a federal penalty tax equal to 10%
of the amount treated as taxable income. In general, however, there is no
penalty on distributions:

1. made on or after the taxpayer reaches age 59 1/2;

2. made on or after the death of the holder (or if the holder is not an
individual, the death of the primary annuitant);

3. attributable to the taxpayer becoming disabled;

4. as part of a series of substantially equal periodic payments (not
less frequently than annually) for the life (or life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the taxpayer and
his or her designated beneficiary;

5. made under certain annuities issued in connection with structured
settlement agreements;

6. made under an annuity contract that is purchased with a single
premium when the retirement date is no later than a year from purchase of
the annuity and substantially equal periodic payments are made, not less
frequently than annually, during the annuity payment period; and

7. any payment allocable to an investment (including earnings thereon)
made before August 14, 1982 in a contract issued before that date.

Other tax penalties may apply to certain
distributions under a Qualified Contract.

POSSIBLE CHANGES IN TAXATION. In past years, legislation has been proposed 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 is not considering any legislation regarding 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).
- --------------------------------------------------------------------------------
TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT
A transfer of ownership of a Contract, the
designation of an annuitant, payee or other
beneficiary who is not also the owner, the selection
of certain retirement dates or the exchange of a
Contract may result in certain tax consequences to
the owner that are not discussed herein. An owner
contemplating any such transfer, assignment,
selection or exchange of a Contract should contact a
competent tax adviser with respect to the potential
tax effects of such a transaction.
- --------------------------------------------------------------------------------
WITHHOLDING Pension and annuity distributions generally are
subject to withholding for the recipient's federal
income tax liability at rates that vary according to
the type of distribution and the recipient's tax
status. Recipients, however, generally are provided
the opportunity to elect not to have tax withheld
from distributions. Effective January 1, 1993,
distributions from certain qualified plans are
generally subject to mandatory withholding. Certain
states also require withholding of state income tax
whenever federal income tax is withheld.
- --------------------------------------------------------------------------------
MULTIPLE CONTRACTS All non-qualified deferred annuity contracts entered
into after October 21, 1988 that are issued by the
Company (or its affiliates) to the same owner during
any calendar year are treated as one annuity
Contract for purposes of determining the amount
includible in gross income under Section 72(e). This
rule could affect the time when income is taxable
and the amount that might be subject to the 10%
penalty tax described above. In addition, the
Treasury Department has specific authority to issue
regulations that prevent the avoidance of Section
72(e) through the serial purchase of annuity
contracts or otherwise. There may also be other
situations in which the Treasury may conclude that
it would be

24
<PAGE>
appropriate to aggregate two or more annuity
contracts purchased by the same owner. Accordingly,
a Contract owner should consult a competent tax
adviser before purchasing more than one annuity
contract.
- --------------------------------------------------------------------------------
TAXATION OF QUALIFIED PLANS The Contracts are designed for use with several
types of qualified plans. The tax rules applicable
to participants in these qualified plans vary
according to the type of plan and the terms and
conditions of the plan itself. Special favorable tax
treatment may be available for certain types of
contributions and distributions. Adverse tax
consequences may result from contributions in excess
of specified limits; distributions prior to age
59 1/2 (subject to certain exceptions);
distributions that do not conform to specified
commencement and minimum distribution rules;
aggregate distributions in excess of a specified
annual amount; and in other specified circumstances.
Therefore, no attempt is made to provide more than
general information about the use of the Contracts
with the various types of qualified retirement
plans. Contract owners, the annuitants, and
beneficiaries are cautioned that the rights of any
person to any benefits under these qualified
retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of
the terms and conditions of the Contract, but the
Company shall not be bound by the terms and
conditions of such plans to the extent such terms
contradict the Contract, unless the Company
consents. Some retirement plans are subject to
distribution and other requirements that are not
incorporated into our Contract administration
procedures. Owners, participants and beneficiaries
are responsible for determining that contributions,
distributions and other transactions with respect to
the Contracts comply with applicable law. Brief
descriptions follow of the various types of
qualified retirement plans available in connection
with a Contract. The Company will amend the Contract
as necessary to conform it to the requirements of
the Code.

CORPORATE PENSION AND PROFIT SHARING PLANS AND H.R. 10 PLANS. Section 401(a) of
the Code permits corporate employers to establish various types of retirement
plans for employees, and permits self-employed individuals to establish these
plans for themselves and their employees. These retirement plans may permit the
purchase of the Contracts to accumulate retirement savings under the plans.
Adverse tax or other legal consequences to the plan, to the participant or both
may result if this Contract is assigned or transferred to any individual as a
means to provide benefit payments, unless the plan complies with all legal
requirements applicable to such benefits prior to transfer of the Contract.
Employers intending to use the Contract with such plans should seek competent
advice.

INDIVIDUAL RETIREMENT ANNUITIES. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
"Individual Retirement Annuity" or "IRA". These IRAs are subject to limits on
the amount that may be contributed, the persons who may be eligible and on the
time when distributions may commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" on a tax-deferred basis
into an IRA. Sales of the Contract for use with IRAs may be subject to special
requirements of the Internal Revenue Service. Employers may establish Simplified
Employee Pension (SEP) Plans to provide IRA contributions on behalf of their
employees.

SIMPLE RETIREMENT ACCOUNTS. Beginning January 1, 1997, certain small employers
may establish Simple Retirement Accounts as provided by Section 408(p) of the
Code, under which employees may elect to defer up to $6,000 (as increased for
cost of living adjustments) as a percentage of compensation. The sponsoring
employer is required to make a matching contribution on behalf of contributing
employees. Distributions from a Simple Retirement Account are subject to the
same restrictions that apply to IRA distributions and are taxed as ordinary
income. Subject to certain exceptions, premature distributions prior to age
59 1/2 are subject to a 10% penalty tax, which is increased to 25% if the
distribution occurs within the first two years after the commencement of the
employee's participation in the plan. The failure of the Simple Retirement
Account to meet Code requirements may result in adverse tax consequences.

TAX SHELTERED ANNUITIES. Section 403(b) of the Code allows employees of certain
Section 501(c)(3) organizations and public schools to exclude from their gross
income the premiums paid, within certain limits, on a Contract that will provide
an annuity for the employee's retirement. These premiums may be subject to FICA
(social security) tax. Code section 403(b)(11) restricts the distribution under
Code section 403(b) annuity contracts of: (1) elective contributions made in
years beginning after December 31, 1988; (2) earnings on those contributions;
and (3) earnings in such years on amounts held as of the last year beginning
before January 1, 1989. Distribution of those amounts may only occur upon death
of the employee, attainment of age 59 1/2, separation from service, disability,
or financial hardship. In addition, income attributable to elective
contributions may not be distributed in the case of hardship.

25
<PAGE>
RESTRICTIONS UNDER QUALIFIED CONTRACTS. Other restrictions with respect to the
election, commencement or distribution of benefits may apply under Qualified
Contracts or under the terms of the plans in respect of which Qualified
Contracts are issued.
- --------------------------------------------------------------------------------
POSSIBLE CHARGE FOR THE COMPANY'S TAXES
At the present time, the Company makes no charge to
the Subaccounts for any Federal, state or local
taxes that the Company incurs which may be
attributable to such Subaccounts or the Contracts.
The Company, however, reserves the right in the
future to make a charge for any such tax or other
economic burden resulting from the application of
the tax laws that it determines to be properly
attributable to the Subaccounts or to the Contracts.
- --------------------------------------------------------------------------------
OTHER TAX CONSEQUENCES As noted above, the foregoing comments about the
Federal tax consequences under these Contracts are
not exhaustive, and special rules are provided with
respect to other tax situations not discussed in the
Prospectus. Further, the Federal income tax
consequences discussed herein reflect the Company's
understanding of current law and the law may change.
Federal estate and state and local estate,
inheritance and other tax consequences of ownership
or receipt of distributions under a Contract depend
on the individual circumstances of each owner or
recipient of the distribution. A competent tax
adviser should be consulted for further information.
- --------------------------------------------------------------------------------
DISTRIBUTION OF THE CONTRACTS
- --------------------------------------------------------------------------------
The Contracts will be offered to the public on a
continuous basis. The Company does not anticipate
discontinuing the offering of the Contracts, but
reserves the right to discontinue the offering.
Applications for Contracts are solicited by agents
who are licensed by applicable state insurance
authorities to sell the Company's variable annuity
contracts and who are also registered
representatives of EquiTrust Marketing,
broker/dealers having selling agreements with
EquiTrust Marketing or broker/dealers having selling
agreements with such broker/dealers. EquiTrust
Marketing (formerly FBL Marketing Services, Inc.) is
registered with the SEC under the Securities
Exchange Act of 1934 as a broker-dealer and is a
member of the National Association of Securities
Dealers, Inc.

EquiTrust Marketing acts as the Principal
Underwriter, as defined in the 1940 Act, of the
Contracts for the Account pursuant to an
Underwriting Agreement between the Company and
EquiTrust Marketing. EquiTrust Marketing is not
obligated to sell any specific number of Contracts.
EquiTrust Marketing's principal business address is
the same as that of the Company.

The Company may pay sales representatives
commissions up to an amount equal to 4% of the
premiums paid under a Contract during the first six
Contract years and 1% of the premiums paid in the
seventh and subsequent Contract years. Managers of
sales representatives may also receive commission
overrides of up to 30% of the sales representative's
commissions. The Company also may pay other
distribution expenses such as production incentive
bonuses, agent's insurance and pension benefits, and
agency expense allowances. These distribution
expenses do not result in any additional charges
against the Contracts that are not described under
"Charges and Deductions."
- --------------------------------------------------------------------------------
LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
There are no legal proceedings to which the Account
is a party or the assets of the Account are subject.
The Company is not involved in any litigation that
is of material importance in relation to its total
assets or that relates to the Account.
- --------------------------------------------------------------------------------
VOTING RIGHTS
- --------------------------------------------------------------------------------
In accordance with its view of current applicable
law, the Company will vote the Fund shares held in
the Account at regular and special shareholder
meetings of the Funds, in accordance with
instructions received from persons having voting
interests in the

26
<PAGE>
corresponding Subaccounts. If, however, the 1940 Act
or any regulation thereunder should be amended, or
if the present interpretation thereof should change,
or the Company otherwise determines that it is
allowed to vote the shares in its own right, it may
elect to do so.

The number of votes that an owner has the right to
instruct will be calculated separately for each
Subaccount, and may include fractional votes. An
owner holds a voting interest in each Subaccount to
which the accumulated value is allocated. The owner
only has voting interest prior to the retirement
date. For each owner, the number of votes
attributable to a Subaccount will be determined by
dividing the accumulated value attributable to that
owner's Contract in that Subaccount by the net asset
value per share of the Investment Option in which
that Subaccount invests.

The number of votes of an Investment Option which
are available to the owner will be determined as of
the date coincident with the date established by
that Investment Option for determining shareholders
eligible to vote at the relevant meeting for that
Fund. Voting instructions will be solicited by
written communication prior to such meeting in
accordance with procedures established by each Fund.
Each owner having a voting interest in a Subaccount
will receive proxy materials and reports relating to
any meeting of shareholders of the Investment Option
in which that Subaccount invests.

Fund shares as to which no timely instructions are
received and shares held by the Company in a
Subaccount as to which no owner has a beneficial
interest will be voted in proportion to the voting
instructions which are received with respect to all
Contracts participating in that Subaccount. Voting
instructions to abstain on any item to be voted upon
will be applied to reduce the total number of votes
eligible to be cast on a matter.
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The consolidated balance sheets of the Company at
December 31, 1997 and 1996, and the related
consolidated statements of income, changes in
stockholders' equity and cash flows for each of the
three years in the period ended December 31, 1997,
as well as the related Report of Independent
Auditors are contained in the Statement of
Additional Information.

It is anticipated that the Variable Account will
commence operations in 1998; accordingly, no
financial statements currently exist.

[Financial statements to be provided by amendment.]

27
<PAGE>
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION TABLE OF
CONTENTS
- --------------------------------------------------------------------------------

PAGE

<TABLE>
<S> <C>
ADDITIONAL CONTRACT PROVISIONS.................................................................... 1
</TABLE>

<TABLE>
<S> <C> <C>
The Contract......................................................... 1
</TABLE>

<TABLE>
<S> <C> <C>
Incontestability..................................................... 1
</TABLE>

<TABLE>
<S> <C> <C>
Misstatement of Age or Sex........................................... 1
</TABLE>

<TABLE>
<S> <C> <C>
Non-Participation.................................................... 1
</TABLE>

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

<TABLE>
<S> <C>
CALCULATION OF YIELDS AND TOTAL RETURNS........................................................... 1
</TABLE>

<TABLE>
<S> <C> <C>
Money Market Subaccount Yields....................................... 1
</TABLE>

<TABLE>
<S> <C> <C>
Other Subaccount Yields.............................................. 3
</TABLE>

<TABLE>
<S> <C> <C>
Average Annual Total Returns......................................... 4
</TABLE>

<TABLE>
<S> <C> <C>
Other Total Returns.................................................. 6
</TABLE>

<TABLE>
<S> <C> <C>
Effect of the Administrative Charge on Performance Data.............. 6
</TABLE>

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

<TABLE>
<S> <C>
LEGAL MATTERS..................................................................................... 6
</TABLE>

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

<TABLE>
<S> <C>
EXPERTS........................................................................................... 7
</TABLE>

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

<TABLE>
<S> <C>
OTHER INFORMATION................................................................................. 7
</TABLE>

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

<TABLE>
<S> <C>
FINANCIAL STATEMENTS.............................................................................. 7
</TABLE>

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

29
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]

30
<PAGE>
[LOGO]
FARM BUREAU LIFE INSURANCE COMPANY
FARM BUREAU MUTUAL FUNDS

[LOGO]
5400 UNIVERSITY AVENUE
WEST DES MOINES, IOWA 50266

737
<PAGE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

FARM BUREAU LIFE INSURANCE COMPANY
5400 University Avenue
West Des Moines, Iowa 50266
1-800-247-4170
FARM BUREAU LIFE ANNUITY ACCOUNT II
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

This Statement of Additional Information contains information in addition to the
information described in the Prospectus for the flexible premium deferred
variable annuity contract (the "Contract") offered by Farm Bureau Life Insurance
Company (the "Company"). This Statement of Additional Information is not a
Prospectus, and it should be read only in conjunction with the Prospectuses for
the Contract, EquiTrust Variable Insurance Series Fund, and . The
Prospectuses are dated the same as this Statement of Additional information. You
may obtain a copy of the Prospectuses by writing or calling us at our address or
phone number shown above.

July , 1998
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

<TABLE>
<S> <C>
ADDITIONAL CONTRACT PROVISIONS...................................................................... 1
The Contract...................................................................................... 1
Incontestability.................................................................................. 1
Misstatement of Age or Sex........................................................................ 1
Non-Participation................................................................................. 1
CALCULATION OF YIELDS AND TOTAL RETURNS............................................................. 1
Money Market Subaccount Yields.................................................................... 1
Other Subaccount Yields........................................................................... 3
Average Annual Total Returns...................................................................... 4
Other Total Returns............................................................................... 6
Effect of the Administrative Fee On Performance Data.............................................. 6
LEGAL MATTERS....................................................................................... 6
EXPERTS............................................................................................. 7
OTHER INFORMATION................................................................................... 7
FINANCIAL STATEMENTS................................................................................ 7
</TABLE>
<PAGE>
ADDITIONAL CONTRACT PROVISIONS

THE CONTRACT

The application and all other attached papers are part of the Contract. The
statements made in the application are deemed representations and not
warranties. The Company will not use any statement in defense of a claim or to
void the Contract unless it is contained in the application.

INCONTESTABILITY

The Company will not contest the Contract from its Contract date.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the annuitant has been misstated, the amount which will be
paid is that which the proceeds would have purchased at the correct age and sex.

NON-PARTICIPATION

The Contracts are not eligible for dividends and will not participate in the
Company's divisible surplus.

CALCULATION OF YIELDS AND TOTAL RETURNS

From time to time, the Company may disclose yields, total returns and other
performance data pertaining to the contracts for a Subaccount. Such performance
data will be computed, or accompanied by performance data computed, in
accordance with the standards defined by the SEC.

MONEY MARKET SUBACCOUNT YIELDS

From time to time, advertisements and sales literature may quote the current
annualized yield of the Money Market Subaccount for a seven-day period in a
manner which does not take into consideration any realized or unrealized gains
or losses on shares of the Money Market Investment Option or on its portfolio
securities.

This current annualized yield is computed by determining the net change
(exclusive or realized gains and losses on the sale of securities and unrealized
appreciation and depreciation) at the end of the seven-day period in the value
of a hypothetical account under a Contract having a balance of 1 unit of the
Money Market Subaccount at the beginning of the period, dividing such net change
in account value by the value of the hypothetical account at the beginning of
the period to determine the base period return, and annualizing this quotient on
a 365-day basis.

1
<PAGE>
The net change in account value reflects: 1) net income from the Investment
Option attributable to the hypothetical account; and 2) charges and deductions
imposed under the Contract which are attributable to the hypothetical account.
The charges and deductions include the per unit charges for the hypothetical
account for: 1) the annual administrative fee and 2) the mortality and expense
risk charge. For purposes of calculating current yields for a Contract, an
average per unit administrative fee is used based on the $30 administrative fee
deducted at the beginning of each Contract Year. Current Yield will be
calculated according to the following formula:

<TABLE>
<S> <C> <C>
Current Yield = ((NCS - ES)/UV) X (365/7)
Where:
NCS = the net change in the value of the Investment Option (exclusive or realized gains
or losses on the sale of securities and unrealized appreciation and depreciation)
for the seven-day period attributable to a hypothetical account having a balance of
1 subaccount unit.
ES = per unit expenses attributable to the hypothetical account for the seven-day
period.
UV = the unit value for the first day of the seven-day period.

Effective Yield = (1 + ((NCS-ES)/UV))365/7 - 1
Where:
NCS = the net change in the value of the Investment Option (exclusive of realized gains
or losses on the sale of securities and unrealized appreciation and depreciation)
for the seven-day period attributable to a hypothetical account having a balance of
1 subaccount unit.
ES = per unit expenses attributable to the hypothetical account for the seven-day
period.
UV = the unit value for the first day of the seven-day period.
</TABLE>

Because of the charges and deductions imposed under the Contract, the yield for
the Money Market Subaccount will be lower than the yield for the Money Market
Investment Option.

2
<PAGE>
The current and effective yields on amounts held in the 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 Money Market Subaccount's actual yield is affected by
changes in interest rates on money market securities, average portfolio maturity
of the Money Market Investment Option, the types of quality of portfolio
securities held by the Money Market Investment Option and the Money Market
Investment Option operating expenses. Yields on amounts held in the Money Market
Subaccount may also be presented for periods other than a seven-day period.

OTHER SUBACCOUNT YIELDS

From time to time, sales literature or advertisements may quote the current
annualized yield of one or more of the subaccounts (except the Money Market
Subaccount) for a Contract for 30-day or one month periods. The annualized yield
or a subaccount refers to income generated by the subaccount during a 30-day or
one-month period is assumed to be generated each period over a 12-month period.

The yield is computed by: 1) dividing net investment income of the Investment
Option attributable to the subaccount units less subaccount expenses for the
period; by 2) the maximum offering price per unit on the last day of the period
times the daily average number of units outstanding for the period; by 3)
compounding that yield for a six-month period; and by 4) multiplying that result
by 2. Expenses attributable to the subaccount include the annual administrative
fee and the mortality and expense risk charge. The yield calculation assumes an
administrative fee of $30 per year per Contract deducted at the beginning of
each Contract year. For purposes of calculating the 30-day or one-month yield,
an average administrative fee per dollar of Contract value in the Account issued
to determine the amount of the charge attributable to the subaccount for the
30-day or one-month period. The 30-day or one-month yield is calculated
according to the following formula:

<TABLE>
<S> <C> <C>
Yield = 2 X ((NI - ES)/(U X UV)) + 1)6 - 1
Where:
NI = net income of the Investment Option for the 30-day or one-month period attributable
to the subaccount's units.
ES = expenses of the subaccount for the 30-day or one-month period.
U = the average number of units outstanding.
</TABLE>

3
<PAGE>
<TABLE>
<S> <C> <C>
UV = the unit value at the close of the last day in the 30-day one-month period.
</TABLE>

Because of the charges and deductions imposed under the Contracts, the yield for
the subaccount will be lower that the yield for the corresponding Investment
Option.

The yield on the amounts held in the 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 Investment Option
securities held by the corresponding Investment Option and its operating
expenses.

Yield calculations do not take into account the Surrender Charge under the
Contract equal to 1% to 6% of the amount withdrawn or surrendered during the
first six Contract years. For partial withdrawals in each Contract year after
the first Contract year, up to 10% of the accumulated value on the most recent
Contract Anniversary may be withdrawn without a current surrender charge.

AVERAGE ANNUAL TOTAL RETURNS

From time to time, sales literature or advertisements may also quote average
annual total returns for one or more of the subaccounts for various periods of
time.

When a subaccount has been in operation for 1, 5 and 10 years, respectively, the
average annual total return for these periods will be provided. Average annual
total returns for other periods of time may, from time to time, also be
disclosed.

Standard average annual total returns represent the average annual compounded
rates of return that would equate an initial investment of $1,000 under a
Contract 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 that will be stated in the
communication.

Standard average annual total returns will be calculated using subaccount unit
values which the Company calculates on each valuation day based on the
performance of the subaccount's underlying portfolio, the deductions for the
mortality and expense risk charge, and the annual administrative fee. The
calculation assumes that the administrative fee is $30 per year per Contract
deducted at the beginning of each Contract year. For purposes of calculating
average annual total return, an average per dollar administrative fee
attributable to the hypothetical account for the period is

4
<PAGE>
used. The calculation also assumes surrender of the Contract at the end of the
period for the return quotation. Total returns will therefore reflect a
deduction of the surrender charge for any period less than seven years. The
total return will then be calculated according to the following formula:

<TABLE>
<S> <C> <C>
TR = ((ERV/P)/N)-1
Where:
TR = the average annual total return net of subaccount recurring charges.
EHV = the ending redeemable value (net of any applicable surrender charge) 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.
</TABLE>

From time to time, sales literature or advertisements may also quote average
annual total returns for periods prior to the date the Account commenced
operations. Such performance information for the subaccounts will be calculated
based on the performance of the Investment Option and the assumption that the
subaccounts were in existence for the same periods as those indicated for the
Investment Option, with the level of Contract charges that were in effect at the
inception of the subaccounts.

Such average annual total return information for the Subaccounts is as follows:

<TABLE>
<CAPTION>
FOR THE PERIOD FROM DATE
OF INCEPTION OF
FOR THE 1-YEAR PERIOD FOR THE 5-YEAR PERIOD INVESTMENT OPTION TO
SUBACCOUNT ENDED 12/31/97 ENDED 12/31/97 12/31/97
- ----------------------------------- ----------------------- ----------------------- -------------------------
<S> <C> <C> <C>
Value Growth.......................
High Grade Bond....................
High Yield Bond....................
Money Market (1)...................
Blue Chip (2)......................
</TABLE>

- ------------------------
(1) The Money Market Portfolio commenced operations on February 20, 1990.

(2) The Blue Chip Portfolio commenced operations on October 15, 1990.

5
<PAGE>
OTHER TOTAL RETURNS

From time to time, sales literature or advertisements may also quote average
annual total returns that do not reflect the surrender charge. These are
calculated in exactly the same way as average annual total returns described
above, except that the ending redeemable value of the hypothetical account for
the period is replaced with an ending value for the period that does not take
into account any charges on amounts surrendered or withdrawn.

The Company may disclose cumulative total returns in conjunction with the
standard formats described above. The cumulative total returns will be
calculated using the following formula:

<TABLE>
<S> <C> <C>
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 single payment of $1,000.
</TABLE>

EFFECT OF THE ADMINISTRATIVE FEE ON PERFORMANCE DATA

The Contract provides for a $30 annual administrative fee to be deducted
annually at the beginning of each Contract Year, from the subaccounts and the
Declared Interest Option based, on the proportion that the value of each such
account bears to the total cash value. For purposes of reflecting the
administrative fee in yield and total return quotations, the annual charge is
converted into a per-dollar per-day charge based on the average contract value
in the Account of all Contracts on the last day of the period for which
quotations are provided. The per-dollar per-day average charge will then be
adjusted to reflect the basis upon which the particular quotation is calculated.

LEGAL MATTERS

All matters relating to Iowa law pertaining to the Contracts, including the
validity of the Contracts and the Company's authority to issue the Contracts,
have been passed upon by Stephen M. Morain, Esquire, Senior Vice President and
General Counsel of the Company. Sutherland, Asbill & Brennan LLP, Washington
D.C. has provided advice on certain matters relating to the federal securities
laws.

6
<PAGE>
EXPERTS

The consolidated financial statements of the Company at December 31, 1997 and
1996 and for each of the three years in the period ended December 31, 1997,
appearing herein, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon appearing elsewhere herein, and are
included in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.

[Financial statements to be provided by amendment.]

OTHER INFORMATION

A registration statement has been filed with the SEC under the Securities Act of
1933 as amended, with respect to the Contracts discussed in this Statement of
Additional Information. Not all the information set forth in the registration
statement, amendments and exhibits thereto has been included in this Statement
of Additional Information. Statements contained in this Statement of Additional
Information concerning the content of the Contracts 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 SEC.

FINANCIAL STATEMENTS

The Company's financial statements included in this Statement of Additional
Information should be considered only as bearing on the Company's ability to
meet its obligations under the Contracts. They should not be considered as
bearing on the investment performance of the assets held in the Account.

[Financial statements to be provided by amendment.]

7
<PAGE>
PART C
OTHER INFORMATION
<PAGE>
PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

All required financial statements are included in Part B.

(b) Exhibits

<TABLE>
<C> <C> <S>
(1) *Certified resolution of the board of directors of Farm Bureau Life Insurance Company (the
"Company") establishing Farm Bureau Life Annuity Account II (the "Account").
(2) Not Applicable.
(3) Underwriting agreement among the Company, the Account and EquiTrust Marketing Services, Inc.
("EquiTrust Marketing").
(4) *(a) Contract Form
(5) (a) Contract Application.
(6) *(a) Articles of Incorporation of the Company.
*(b) By-Laws of the Company.
(7) Not Applicable.
(8) Participation agreement between the registrant and the Company.
(9) * Opinion and Consent of Stephen M. Morain, Esquire.
(10) (a) Consent of Sutherland, Asbill & Brennan, L.L.P.
(b) Consent of Ernst & Young LLP.
*(c) Opinion and Consent of Christopher G. Daniels, FSA, MSAA, Life Product Development and
Pricing Vice President.
(11) Not Applicable.
(12) Not Applicable.
(13) Not Applicable.
(14) *Powers of Attorney.
</TABLE>

- ------------------------
* Attached as an exhibit.

ITEM 25. DIRECTORS AND OFFICERS OF THE COMPANY

Incorporated herein by reference to the prospectus in the Form S-6 registration
statement (File No. 333-45815) for certain variable life insurance contracts
issued by the Company filed with the Commission on February 6, 1998.

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

The registrant is a segregated asset account of the Company and is therefore
owned and controlled by the Company. All of the Company's outstanding voting
common stock is owned by FBL Financial Group, Inc. This Company and its
affiliates are described more fully in the prospectus included in this
registration statement. Various companies and other entities controlled by FBL
Financial Group, Inc., may therefore be considered to be under common control
with the registrant or the Company. Such other companies and entities, together
with the identity of the owners of their common stock (where applicable), are
set forth on the following diagram.

SEE ORGANIZATION CHART ON FOLLOWING PAGE

1
<PAGE>
FBL FINANCIAL GROUP, INC.

OWNERSHIP CHART
01-01-98

[CHART]

2
<PAGE>
ITEM 27. NUMBER OF CONTRACT OWNERS

As of the date of the prospectus included in this registration statement, no
Contracts have been sold.

ITEM 28. INDEMNIFICATION

Article XII of the Company's By-Laws provides for the indemnification by the
Company of any person who is a party or who is threatened to be made a party to
any threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the
right of the Company) by reason of the fact that he is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or enterprise, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Article
XII also provides for the indemnification by the Company of any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that he is or was a director or officer of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or another enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, except that no indemnification will be made in respect of any claim,
issue, or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the Company
unless and only to the extent that the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 29. PRINCIPAL UNDERWRITER

(a) EquiTrust Marketing Services, Inc. is the registrant's principal
underwriter and also serves as the principal underwriter of certain variable
life insurance contracts issued by Farm Bureau Life Variable Account, Farm
Bureau Life Variable Account II and the Company.

(b) Officers and Directors of EquiTrust Marketing Services, Inc.

<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS* POSITIONS AND OFFICES WITH THE COMPANY
- ------------------------------------------------------ ------------------------------------------------------------------------
<S> <C>
Stephen M. Morain General Counsel and Assistant Secretary, Iowa Farm Bureau Federation;
Senior Vice President, General Counsel and Director General Counsel, Secretary and Director, Farm Bureau Management
Corporation; Senior Vice President, General Counsel and Director, FBL
Financial Group, Inc.; Senior Vice President and General Counsel, Farm
Bureau Life Insurance Company and other affiliates of the foregoing.
Holds various positions with affiliates of the foregoing. Director,
Computer Aided Design Software, Inc., and Iowa Business Development
Finance Corporation Chairman, Edge Technologies, Inc.
William J. Oddy Chief Operating Officer, FBL Financial Group, Inc., Farm Bureau Life
Chief Operating Officer and Director Insurance Company, Western Farm Bureau Life Insurance Company and other
affiliates of the foregoing. Holds various positions with affiliates of
the foregoing.
Dennis M. Marker Investment Vice President, Administration, FBL Financial Group, Inc.
Investment Vice President, Administration, Secretary Holds various positions with affiliates of the foregoing.
and Director
</TABLE>

3
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS* POSITIONS AND OFFICES WITH THE COMPANY
- ------------------------------------------------------ ------------------------------------------------------------------------
<S> <C>
Richard D. Warming Chief Investment Officer and Assistant Treasurer, Farm Bureau Life
Chief Investment Officer and Director Insurance Company, FBL Financial Group, Inc., Western Farm Bureau Life
Insurance Company and other affiliates of the foregoing. Holds various
positions with affiliates of the foregoing.
Thomas R. Gibson Chief Executive Officer and Director, FBL Financial Group, Inc.; Chief
Chief Executive Officer and Director Executive Officer, Farm Bureau Life Insurance Company, Western Farm
Bureau Life Insurance Company and other affiliates of the foregoing.
Holds various positions with affiliates of the foregoing.
Timothy J. Hoffman Chief Property/Casualty Officer, FBL Financial Group, Inc.; Vice
Vice President and Director President, Farm Bureau Life Insurance Company, Western Farm Bureau Life
Insurance Company and other affiliates of the foregoing. Holds various
positions with affiliates of the foregoing.
James W. Noyce Chief Financial Officer, Farm Bureau Life Insurance Company, FBL
Chief Financial Officer, Treasurer and Director Financial Group, Inc., Western Farm Bureau Life Insurance Company and
other affiliates of the foregoing. Holds various positions with
affiliates of the foregoing.
Thomas E. Burlingame Vice President - Associate General Counsel, FBL Financial Group, Inc.
Vice President - Associate General Counsel and and FBL Investment Advisory Services, Inc.
Director
F. Walter Tomenga Vice President - Corporate Affairs and Marketing Services, FBL Financial
Vice President and Director Group, Inc. Holds various positions with affiliates of the foregoing.
Lynn E. Wilson Vice President - Life Sales, FBL Financial Group, Inc. Holds various
President and Director positions with affiliates of the foregoing.
Sue A. Cornick Market Conduct and Mutual Funds Vice President and Assistant Secretary,
Market Conduct and Mutual Funds Vice President and FBL Investment Advisory Services, Inc., FBL Money Market Fund, Inc.,
Assistant Secretary FBL Series Fund, Inc. and FBL Variable Insurance Series Fund.
Kristi Rojohn Assistant Mutual Funds Manager and Assistant Secretary, FBL Investment
Assistant Mutual Funds Manager and Assistant Secretary Advisory Services, Inc.; Assistant Secretary, FBL Money Market Fund,
Inc., FBL Series Fund, Inc. and FBL Variable Insurance SeriesFund.
Elaine A. Followwill Compliance Assistant and Assistant Secretary, FBL Investment Advisory
Compliance Assistant and Assistant Secretary Services, Inc.; Assistant Secretary, FBL Money Market Fund, Inc., FBL
Series Fund, Inc. and FBL Variable Insurance Series Fund
Roger F. Grefe Investment Management Vice President, FBL Financial Group, Inc. and FBL
Investment Management Vice President Investment Advisory Services, Inc.
Lou Ann Sandburg Vice President, Investments, FBL Financial Group, Inc. and FBL
Vice President, Investments Investment Advisory Services, Inc.
Robert Rummelhart Fixed Income Vice President, FBL Financial Group, Inc. and FBL
Fixed Income Vice President Investment Advisory Services, Inc.
Charles T. Happel Portfolio Manager, FBL Investment Advisory Services, Inc.
Portfolio Manager
Laura Kellen Beebe Portfolio Manager, FBL Investment Advisory Services, Inc.
Portfolio Manager
</TABLE>

- ------------------------
* The principal business address of all of the persons listed above is 5400
University Avenue, West Des Moines, Iowa 50266.

4
<PAGE>
ITEM 30. LOCATION BOOKS AND RECORDS

All of the accounts, books, records or other documents required to be kept by
Section 31(a) of the Investment Company Act of 1940 and rules thereunder, are
maintained by the Company at 5400 University Avenue, West Des Moines, Iowa
50266.

ITEM 31. MANAGEMENT SERVICES

All management contracts are discussed in Part A or Part B of this registration
statement.

ITEM 32. UNDERTAKINGS AND REPRESENTATIONS

(a) The registrant undertakes that it will file a post-effective amendment
to this registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
16 months old for as long as purchase payments under the contracts offered
herein are being accepted.

(b) The registrant undertakes that it will include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a statement of additional information, or (2) a
post card or similar written communication affixed to or included in the
prospectus that the applicant can remove and send to the Company for a statement
of additional information.

(c) The registrant undertakes to deliver any statement of additional
information and any financial statements required to be made available under
this Form N-4 promptly upon written or oral request to the Company at the
address or phone number listed in the prospectus.

(d) The Company represents that in connection with its offering of the
contracts as funding vehicles for retirement plans meeting the requirements of
Section 403(b) of the Internal Revenue Code of 1986, 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, and that paragraphs numbered (1) through (4) of
that letter will be complied with.

(e) The Company represents that the aggregate charges under the Contracts
are reasonable in relation to the services rendered, the expenses expected to be
incurred and the risks assumed by the Company.

5
<PAGE>
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Farm Bureau Life Annuity Account II has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of West Des Moines, State of Iowa, on the 6th day of
January, 1998.

Farm Bureau Life Insurance Company
Farm Bureau Life Annuity Account II

By: /s/ EDWARD M. WIEDERSTEIN

-----------------------------------
Edward M. Wiederstein
PRESIDENT
Farm Bureau Life Insurance Company

Attest: /s/ RICHARD D. HARRIS

---------------------------------
Richard D. Harris
SENIOR VICE PRESIDENT AND
SECRETARY-TREASURER
Farm Bureau Life Insurance
Company

As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on the dates
set forth below.

SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------

/s/ EDWARD M. WIEDERSTEIN President and Director
- ----------------------------------- [Principal Executive January 6, 1998
Edward M. Wiederstein Officer]

Senior Vice President and
/s/ RICHARD D. HARRIS Secretary-Treasurer
- ----------------------------------- [Principal Financial January 6, 1998
Richard D. Harris Officer]

/s/ JAMES W. NOYCE Chief Financial Officer
- ----------------------------------- [Principal Accounting January 6, 1998
James W. Noyce Officer]

/s/ CRAIG A. LANG
- ----------------------------------- Vice President and January 6, 1998
Craig A. Lang Director

- ----------------------------------- Director
Kenneth R. Ashby*

/s/ AL CHRISTOPHERSON
- ----------------------------------- Director January 6, 1998
Al Christopherson

/s/ ERNEST A. GLIENKE
- ----------------------------------- Director January 6, 1998
Ernest A. Glienke

/s/ PHILIP A. HEMESATH
- ----------------------------------- Director January 6, 1998
Philip A. Hemesath

/s/ CRAIG D. HILL
- ----------------------------------- Director January 6, 1998
Craig D. Hill

<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
<C> <S> <C>

/s/ DANIEL L. JOHNSON
- ----------------------------------- Director January 6, 1998
Daniel L. Johnson

- ----------------------------------- Director
Richard G. Kjerstad

/s/ LINDSAY D. LARSON
- ----------------------------------- Director January 6, 1998
Lindsey D. Larson

/s/ DAVID R. MACHACEK
- ----------------------------------- Director January 6, 1998
David R. Machacek

/s/ DONALD O. NARIGON
- ----------------------------------- Director January 6, 1998
Donald O. Narigon

- ----------------------------------- Director
Bryce P. Neidig

/s/ CHARLES E. NORRIS
- ----------------------------------- Director January 6, 1998
Charles E. Norris

- ----------------------------------- Director
Keith R. Olsen

- ----------------------------------- Director
Bennett M. Osmonson

- ----------------------------------- Director
Howard D. Poulson

/s/ SALLY A. PUTTMANN
- ----------------------------------- Director January 6, 1998
Sally A. Puttmann

/s/ BEVERLY L. SCHNEPEL
- ----------------------------------- Director January 6, 1998
Beverly L. Schnepel

- ----------------------------------- Director
F. Gary Steiner
</TABLE>

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Farm Bureau Life
Annuity Account II, has duly caused this Registration Statement to be signed on
its behalf by the undersigned thereunto duly authorized in the City of West Des
Moines, State of Iowa, on the 6th day of January, 1998.

Farm Bureau Life Annuity Account II
(Registrant)

By: Farm Bureau Life Insurance Company
(Depositor)

By: /s/ EDWARD M. WIEDERSTEIN

-----------------------------------
Edward M. Wiederstein
PRESIDENT
Farm Bureau Life Insurance Company
<PAGE>
EXHIBIT INDEX

<TABLE>
<C> <S> <C>
1 Certified resolution of the board of directors of Farm Bureau Life Insurance Company
establishing Farm Bureau Life Annuity Account II.

4(a) Contract Form.

6(a) Articles of Incorporation of the Company.

6(b) By-Laws of the Company.

9 Opinion and Consent of Stephen M. Morain, Esquire.

10(c) Opinion and Consent of Christopher G. Daniels, FSA, MSAA, Life Product Development and
Pricing Vice President.

14 Powers of Attorney.
</TABLE>

<PAGE>

RESOLUTIONS ADOPTED BY
THE BOARD OF DIRECTORS OF
FARM BUREAU LIFE INSURANCE COMPANY
January 6, 1998

RESOLVED, that the Board of Directors of Farm Bureau Life Insurance Company (the
"Company"), hereby establishes a separate account, pursuant to the provisions of
Section 508A.1 of the Insurance Laws of the State of Iowa, designated Farm
Bureau Life Annuity Account II (hereinafter the "Variable Account"), for the
following use and purposes, and subject to such conditions as hereinafter set
forth; and

FURTHER RESOLVED, that the Variable Account is established for the purpose of
providing for the issuance by the Company of certain variable annuity contracts
(the "Contracts"), and shall constitute a funding medium to support reserves
under such Contracts issued by the Company; and

FURTHER RESOLVED, that the income, gains and losses, realized or unrealized,
from assets allocated to the Variable Account shall be credited to or charged
against the Variable Account, without regard to other income, gains or losses of
the Company; and

FURTHER RESOLVED, that the assets of the Variable Account equal to the reserves
and other liabilities under the Contracts and any other variable annuity
contracts issued through the Variable Account may not be charged with
liabilities arising out of any other business the Company may conduct; and

FURTHER RESOLVED, that the Variable Account shall be divided into investment
subaccounts (the "Subaccounts"), each of which shall invest in the shares of a
mutual fund portfolio, and net payments under the Contracts shall be allocated
among the Subaccounts in accordance with instructions received from owners of
the Contracts; and

FURTHER RESOLVED, that the Executive Committee of the Board of Directors be, and
it hereby is, authorized to add or remove any Subaccount of the Variable Account
or add or remove any mutual fund portfolio as may hereafter be deemed necessary
or appropriate; and

FURTHER RESOLVED, that the income, gains and losses, realized or unrealized,
from assets allocated to each Subaccount of the Variable Account shall be
credited to or charged against such Subaccount of the Variable Account, without
regard to other income, gains or losses of any other Subaccount of the Variable
Account; and

<PAGE>

FURTHER RESOLVED, that the Executive Committee be, and it hereby is, authorized
to invest such amount or amounts of the Company's cash in the Variable Account
or in any Subaccount thereof or in any mutual fund portfolio as may be deemed
necessary or appropriate to facilitate the commencement of the Variable
Account's and/or the mutual fund portfolio's operations and/ or to meet any
minimum capital requirements under the Investment Company Act of 1940, as
amended (the "1940 Act"); and

FURTHER RESOLVED, that the Chief Executive Officer, Chief Operating Officer, and
Chief Financial Officer (hereafter, the "empowered officers") and each of them,
with full power to act without the others, be, and they hereby are, severally
authorized to transfer cash from time to time from the Company's general account
to the Variable Account, or from the Variable Account to the general account, as
deemed necessary or appropriate and consistent with the terms of the Contracts;
and

FURTHER RESOLVED, that the Board of Directors of the Company reserves the right
to change the designation of the Variable Account hereafter to such other
designation as it may deem necessary or appropriate; and

FURTHER RESOLVED, that the empowered officers and each of them, with full power
to act without the others, with such assistance from the Company's independent
certified public accountants, legal counsel and independent consultants or
others as they may require, be, and they hereby are, severally authorized and
directed to take all action necessary to: (a) register the Variable Account as
a unit investment trust under the 1940 Act; (b) register the Contracts under the
Securities Act of 1933 (the "1933 Act"); and (c) take all other actions that are
necessary in connection with the offering of the Contracts for sale and the
operation of the Variable Account in order to comply with the 1940 Act, the 1933
Act, the Securities Exchange Act of 1934 and other applicable Federal laws,
including the filing of any registration statements, any undertakings, no-action
requests, consents, applications for exemptions from the 1940 Act or other
applicable federal laws, and any amendments to the foregoing as the empowered
officers of the Company shall deem necessary or appropriate; and

FURTHER RESOLVED, that the empowered officers and each of them, with full
power to act without the others, are severally authorized and empowered to
prepare, execute and cause to be filed with the Securities and Exchange
Commission on behalf of the Variable Account, and by the Company as sponsor
and depositor, a Notification of Registration on Form N-8A, a registration
statement on Form N-4 registering the Variable Account under the 1940 Act and
registering the Contracts under the 1933 Act, and any and all amendments to
the foregoing on behalf of the Variable Account and the Company and on behalf
of and as attorneys-in-fact for the empowered officers and/or any other
officer of the Company; and

FURTHER RESOLVED, that Stephen M. Morain, Senior Vice President and General
Counsel (and any successor to such position), is duly appointed as agent for
service under any such registration statement, duly authorized to receive
communications and notices from the Securities and Exchange Commission with
respect thereto; and

2
<PAGE>

FURTHER RESOLVED, that the empowered officers and each of them, with full
power to act without the others, are severally authorized on behalf of the
Variable Account and on behalf of the Company to take any and all action that
each of them may deem necessary or advisable in order to offer and sell the
Contracts, including any registrations, filings and qualifications both of
the Company, its officers, agents and employees, and of the Contracts, under
the insurance and securities laws of any of the states of the United States
of America or other jurisdictions, and in connection therewith to prepare,
execute, deliver and file all such applications, requests, undertakings,
reports, covenants, resolutions, applications for exemptions, consents to
service of process and other papers and instruments as may be required under
such laws, and to take any and all further action which such officers or
legal counsel of the Company may deem necessary or desirable (including
entering into whatever agreements and contracts may be necessary) in order to
maintain such registrations or qualifications for as long as the officers or
legal counsel deem it to be in the best interests of the Variable Account and
the Company; and

FURTHER RESOLVED, that the empowered officers and each of them, with full power
to act without the others, be, and they hereby are, severally authorized in the
names and on behalf of the Variable Account and the Company: (a) to execute and
file irrevocable written consents on the part of the Variable Account and of the
Company to be used in such states wherein such consents to service of process
may be required under the insurance or securities laws therein in connection
with the registration or qualification of the Contracts; and (b) to appoint the
appropriate state official, or such other person as may be allowed by insurance
or securities laws, agent of the Variable Account and of the Company for the
purpose of receiving and accepting process; and

FURTHER RESOLVED, that the empowered officers and each of them, with full power
to act without the others, be, and hereby are, severally authorized to establish
procedures under which the Company will provide voting rights for owners of the
Contracts with respect to securities owned by the Variable Account; and

FURTHER RESOLVED, that the empowered officers and each of them, with full power
to act without the others, are hereby severally authorized to execute such
agreement or agreements as deemed necessary and appropriate (a) with a qualified
entity under which such entity will be appointed principal underwriter and
distributor for the Contracts, (b) with one or more qualified entities to
provide administrative services in connection with the establishment and
maintenance of the Variable Account and the administration of the Contracts, and
(c) with the designated mutual fund portfolios and/or the principal underwriter
and distributor of such mutual fund portfolios for the purchase and redemption
of portfolio shares; and

FURTHER RESOLVED, that the empowered officers and each of them, with full power
to act without the others, are hereby severally authorized to execute and
deliver such agreements and other documents and do such acts and things as each
of them may deem necessary or desirable to carry out the foregoing resolutions
and the intent and purposes thereof.

<PAGE>

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

NON-PARTICIPATING
FLEXIBLE PREMIUM
DEFERRED VARIABLE ANNUITY POLICY

RETIREMENT BENEFIT PAYABLE ON THE RETIREMENT DATE. DEATH BENEFIT PAYABLE AT
DEATH BEFORE THE RETIREMENT DATE. FLEXIBLE PREMIUMS PAYABLE FOR THE
ANNUITANT'S LIFE OR UNTIL THE RETIREMENT DATE. THE ACCUMULATED VALUE IN THE
VARIABLE ACCOUNT IS BASED ON THE INVESTMENT EXPERIENCE OF THAT ACCOUNT, AND
MAY INCREASE OR DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT. THE
VARIABLE FEATURES OF THIS POLICY ARE DESCRIBED ON PAGES 9 AND 10.

Farm Bureau Life Insurance Company will pay the benefits of this policy subject
to all of its terms.

RIGHT TO EXAMINE POLICY

The owner may cancel this policy by delivering or mailing a written notice or
sending a telegram or fax to the agent through whom it was purchased or the Farm
Bureau Life Insurance Company, 5400 University Avenue, West Des Moines, Iowa
50266-5997 and by returning the policy or contract before midnight of the
twentieth day after the date you receive the policy. Notice given by mail and
return of the policy or contract by mail are effective on being postmarked,
properly addressed and postage prepaid. Farm Bureau Life will refund, within
seven days after it receives the returned policy, an amount equal to the greater
of the premiums paid or the sum of:

a) the accumulated value of the policy on the date the policy is received at
the home office;
b) any administrative charges which were deducted; and
c) amounts approximating daily charges against the variable account.

Signed for and on behalf of Farm Bureau Life Insurance Company at its home
office at 5400 University Avenue, West Des Moines, Iowa, 50266-5997, effective
as of the date of issue of this policy.

/s/ Edward M. Wiederstein /s/ Richard D. Harris
President Secretary

FARM BUREAU LIFE INSURANCE COMPANY [LOGO]
5400 UNIVERSITY AVENUE
WEST DES MOINES, IOWA 50266-5997

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

<PAGE>

This policy is a legal contract between the owner and Farm Bureau Life Insurance
Company.

READ YOUR POLICY CAREFULLY

INDEX OF MAJOR POLICY PROVISIONS

POLICY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 3
Annuitant; Age; Sex; Policy Number; Policy Date; Owner(s);
Normal Retirement Date; Interest Rates; Schedule of Forms
and Premiums; Schedule of Charges; Schedule of Investment
Options.

SECTION 1 - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . Page 5
1.1 You or Your; 1.2 Annual Administrative Charge; 1.3
Annuitant; 1.4 Age; 1.5 Beneficiary; 1.6 Business Day; 1.7
Declared Interest Option; 1.8 Due Proof of Death; 1.9
Eligibility for Waiver of Surrender Charge; 1.10 Fund;
1.11 General Account; 1.12 Home Office; 1.13 Owner;
1.14 Physician; 1.15 Policy Anniversary; 1.16 Policy
Date; 1.17 Policy Year; 1.18 Retirement Date; 1.19 SEC;
1.20 Surrender Charge; 1.21 Qualified Nursing Care Center;
1.22 Valuation Period; 1.23 Variable Account; 1.24 We, Our,
Us or the Company.

SECTION 2 - THE CONTRACT. . . . . . . . . . . . . . . . . . . . . . . Page 6
2.1 Retirement Date; 2.2 Contract; 2.3 Modification; 2.4
Incontestable Clause; 2.5 Misstatement of Age or Sex; 2.6
Return of Policy and Policy Settlement; 2.7 Termination;
2.8 Non-Participation.

SECTION 3 - OWNERSHIP AND BENEFICIARIES . . . . . . . . . . . . . . . Page 7
3.1 Ownership; 3.2 Beneficiary; 3.3 Change of Owner or
Beneficiary; 3.4 Assignment.

SECTION 4 - PREMIUMS. . . . . . . . . . . . . . . . . . . . . . . . . Page 7
4.1 Premium Payment; 4.2 Payment Frequency; 4.3 Unscheduled
Premiums; 4.4 Allocation of Premiums.

SECTION 5 - ANNUITY AND DEATH BENEFITS. . . . . . . . . . . . . . . . Page 8
5.1 Annuity Benefit; 5.2 Death Benefit; 5.3 Death of Owner;
5.4 Death Proceeds at Death of Annuity During Accumulation
Period.

SECTION 6 - VARIABLE ACCOUNT . . . . . . . . . . . . . . . . . . . . Page 9
6.1 Variable Account; 6.2 Subaccounts; 6.3 Fund Portfolios;
6.4 Transfers.

SECTION 7 - ACCUMULATED VALUE BENEFITS. . . . . . . . . . . . . . . . Page 10
7.1 Accumulated Value; 7.2 Net Accumulated Value; 7.3
Variable Accumulated Value; 7.4 Subaccount Units; 7.5 Unit
Value; 7.6 Declared Interest Option Accumulated Value;
7.7 Declared Interest Option Interest; 7.8 Surrender; 7.9
Surrender Charge; 7.10 Ten Percent Withdrawal Privilege;
7.11 Waiver of Surrender Charge; 7.12 Partial Withdrawal;
7.13 Delay of Payment; 7.14 Tax Charges; 7.15 Annual Report.

SECTION 8 - PAYMENT OF PROCEEDS . . . . . . . . . . . . . . . . . . . Page 14
8.1 Choice of Options; 8.2 Payment Options; 8.3 Interest
and Mortality; 8.4 Requirements; 8.5 Effective Date;
8.6 Death of Payee; 8.7 Withdrawal of Proceeds; 8.8 Claims
of Creditors.

PAYMENT OPTION TABLES . . . . . . . . . . . . . . . . . . . . . . . . Page 15

Any additional benefits and endorsements which apply to this policy are listed
on the policy data page and are described in the forms which follow page 15 of
this policy.

<PAGE>

POLICY DATA

Annuitant [JOHN DOE]

Age [35]

Sex [MALE]

Policy Number [12345]

Policy Date [03-01-1998]

Owner(s) [JOHN DOE]

Normal Retirement Date [11-01-2026]

On Declared Interest Option:
Guaranteed Interest Rate 3.00%
Current Interest Rate [5.50%]
Current Interest Rate guaranteed to: [03-01-1999]

*************************SCHEDULE OF FORMS AND PREMIUMS*************************

Form No. Description
- ------- -----------
434-062(06-98) NON-PARTICIPATING FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY

<PAGE>

SCHEDULE OF CHARGES

Annual Administrative Charge: [$45.00 per year]
Transfer Charge: [$25]
Mortality and Expense Risk Charge: [.0038091% of the variable
cash value per day (equivalent
to 1.40% per year).]

A surrender charge will apply during the first [9] policy years.
[The surrender charge will be as shown in the following table:

Surrender Charge
Policy Year (as a percent of Accumulated Value)
- ----------- -----------------------------------
1 8.5%
2 8.0%
3 7.5%
4 7.0%
5 6.5%
6 6.0%
7 5.0%
8 3.0%
9 1.0%
Thereafter 0%]

However, the total surrender charge assessed will never exceed 8.5% of the
premiums paid.

SCHEDULE OF INVESTMENT OPTIONS

General Account: The general assets of Farm Bureau Life Insurance
Company.

Separate Account: Farm Bureau Life Annuity Account II

Subaccounts: Fund
[Subaccount A [Investment Option A
Subaccount B Investment Option B
Subaccount C Investment Option C
Subaccount D Investment Option D
Subaccount E Investment Option E
Subaccount F Investment Option F
Subaccount G Investment Option G
Subaccount H Investment Option H
Subaccount I Investment Option I
Subaccount J Investment Option J
Subaccount K Investment Option K
Subaccount L Investment Option L
Subaccount M Investment Option M
Subaccount N Investment Option N
Subaccount 0] Investment Option 0]

Form Number 434-062(06-98)
Policy Number 1234567

<PAGE>

- --------------------------------------------------------------------------------
SECTION 1 - DEFINITIONS
- --------------------------------------------------------------------------------

1.1 YOU OR YOUR
means the owner, or owners, of this policy.

1.2 ANNUAL ADMINISTRATIVE CHARGE
means a fee that is charged yearly. The annual administrative charge may go up
or down but is guaranteed not to exceed $45. The annual administrative charge as
of the policy date is shown on the policy data page.

1.3 ANNUITANT
The person (or persons) whose life (or lives) determine(s) the annuity and
death benefit. No more than two Annuitants may be named. Provisions referring to
the death of an Annuitant mean the last surviving Annuitant.

1.4 AGE
means age at the last birthday.

1.5 BENEFICIARY
The person (or persons) named by you to whom the proceeds payable on the
death of the Annuitant will be paid. Prior to the retirement date, if no
beneficiary survives the annuitant, you or your estate will be the
beneficiary.

1.6 BUSINESS DAY
means a day when the New York Stock Exchange is open for trading, except for the
day after Thanksgiving, any other designated Company holidays, and any day the
home office is closed because of a weather-related or comparable type of
emergency. Assets are valued at the close of the business day.

1.7 DECLARED INTEREST OPTION
means an option pursuant to which accumulated value accrues interest at a
guaranteed minimum rate. The declared interest option is supported by the
general account.

1.8 DUE PROOF OF DEATH
Proof of death satisfactory to us. Such proof may consist of a certified copy
of the death record, a certified copy of a court decree reciting a finding of
death, or any other proof satisfactory to us.

1.9 ELIGIBILITY FOR WAIVER OF SURRENDER CHARGE
means the annuitant:
a) is diagnosed by a Qualified Physician as having a terminal illness. A
terminal illness is any disease or medical condition which the
Qualified Physician expects will result in death within one year;
b) stays in a Qualified Nursing Care Center for 90 days; or
d) is required to satisfy the minimum distribution requirement of
Sec. 401(a) 9 of the Internal Revenue Code.

1.10 FUND
means the investment options shown on the policy data page. The corresponding
funds are registered with the SEC under the Investment Company Act of 1940 as
open-end diversified management investment companies or unit investment trusts.

1.11 GENERAL ACCOUNT
means all our assets other than those allocated to the variable account or any
other separate account. We have complete ownership and control of the assets of
the general account.

1.12 HOME OFFICE
means Farm Bureau Life Insurance Company at its home office, 5400 University
Avenue, West Des Moines, Iowa, 50266-5997.

1.13 OWNER
The person (or persons) who own(s) the policy and who is entitled to exercise
all rights and privileges provided in the policy. The original owner(s) is shown
on the policy data page.

1.14 QUALIFIED PHYSICIAN
means a licensed, medical practitioner performing within the scope of his/her
license. Such person must be someone other than you, the annuitant, or a member
of the immediate family of either you or the annuitant.

1.15 POLICY ANNIVERSARY
means the same date in each year as the policy date.

1.16 POLICY DATE
means the policy date shown on the policy data page. This date is used to
determine policy years and anniversaries. The date of issue is equal to the
policy date.

1.17 POLICY YEAR
means the 12-month period that begins on the policy date or on a policy
anniversary.

1.18 RETIREMENT DATE
means the policy anniversary nearest the

<PAGE>

retirement age chosen in the application. If no age is chosen, age 70 will be
used. Subject to the payment option provisions, the owner may change the
retirement date at any time. However, the retirement date may not be changed
after payments begin.

1.19 SEC
means the Securities and Exchange Commission, a U.S. government agency.

1.20 SURRENDER CHARGE
means a fee that is applied at the time of any partial or full surrender. The
surrender charges are shown on the policy data page.

1.21 QUALIFIED NURSING CARE CENTER
means a long term care center that is licensed to operate according to the laws
of their location. The following are qualified nursing care centers:
a) Skilled Nursing Center - means a center:
i) That provides skilled nursing care supervised by a licensed
physician;
ii) That provides 24-hour nursing care by, or supervised, an R.N.;
and
iii) That keeps daily medical record of each patient.

b) Intermediate Care Center - means a center:

i) That provides 24-hour nursing care by, or supervised by an R.N.
or an L.P.N.; and
ii) That keeps a daily medical record of each patient.

c) Hospital - means a center:

i) That operates for the care and treatment of sick or injured
persons as inpatients;
ii) That provides 24-hour nursing care by, or supervised by, an R.N.;
iii) That is supervised by a staff of licensed physicians; and
iv) That has medical, diagnostic, and major surgery capabilities or
access to such capabilities.

Qualified Nursing Care Center does not include:
a) Drug or alcohol treatment centers;
b) Home for the aged or mentally ill, community living centers, or places
that primarily provide domiciliary, residency or retirement care;
c) Places owned or operated by a member of the annuitant's immediate
family.

1.22 VALUATION PERIOD
means the period between the close of business on a business day and the close
of business on the next business day.

1.23 VARIABLE ACCOUNT
means the Separate Account shown on the policy data page. It is a unit
investment trust registered with the SEC under the Investment Company Act of
1940.

1.24 OUR, US OR THE COMPANY
means the Farm Bureau Life Insurance Company.

- --------------------------------------------------------------------------------
SECTION 2 - THE CONTRACT
- --------------------------------------------------------------------------------

2.1 RETIREMENT DATE
The owner may choose a retirement date on the application. However, such
retirement date may not be after the latest of the annuitant's 70th birthday or
the 10th policy anniversary. If no date is chosen on the application, age 70
will be used. The owner may change the retirement date at any time. However, the
retirement date may not be changed after payments begin. However, if the policy
is subject to Internal Revenue Service minimum distribution requirements, we
will begin distributions as required.

2.2 CONTRACT
This policy is a legal contract. We issue this policy in consideration of the
first premium and the statements in the application. The entire contract
consists of:
a) the basic policy;
b) any endorsements or additional benefit riders;
c) the attached copy of your application; and
d) any amendments, supplemental applications or other attached papers.

We rely on statements made in the application for the policy. These statements
in the absence of fraud are deemed representations and not warranties. No
statement will void this policy or be used in defense of a claim unless:
a) it is contained in the application; and
b) such application is attached to this policy.

2.3 MODIFICATION
No one can change any part of this policy except

6
<PAGE>

the owner and one of our officers. Both must agree to a change, and it must be
in writing. No agent may change this policy or waive any of its provisions.

2.4 INCONTESTABLE CLAUSE
We will not contest this policy from its policy date.

2.5 MISSTATEMENT OF AGE OR SEX
We have the right to correct benefits for misstated age or sex. In such an
event, benefits will be the amount the premium actually paid would have bought
at the correct age or sex.

2.6 RETURN OF POLICY AND POLICY SETTLEMENT
We reserve the right to have this policy sent to us for any:
a) modification; b) death settlement; c) surrender or partial surrender;
d) assignment; e) change of owner or beneficiary; f) election; or g) exercise
of any policy privilege.

We will send a payment contract to replace this policy if any payment option is
chosen. All sums to be paid by us under this policy are considered paid when
tendered by us at our home office.

2.7 TERMINATION
This policy ends when any one of the following events occurs:
a) the owner requests that the policy be canceled;
b) the annuitant dies; or
c) the policy is surrendered.

2.8 NON-PARTICIPATION
This policy does not share in the Company's surplus or profits.

- --------------------------------------------------------------------------------
SECTION 3 - OWNERSHIP AND BENEFICIARIES
- --------------------------------------------------------------------------------

3.1 OWNERSHIP
The owner has all rights, title and interest in the policy during the
accumulation period and while the annuitant is living. You may exercise all
rights and options stated in the policy, subject to the rights of any
irrevocable beneficiary.

3.2 BENEFICIARY
Beneficiaries are as named in the application, unless changed by the owner. The
interests of any beneficiary in a class who dies before the annuitant will pass
to any survivors of the class, unless the policy provides otherwise. Secondary
beneficiaries will have the right to receive the proceeds only if no primary
beneficiary survives. If no beneficiary survives the annuitant, we will pay the
proceeds to you or your estate.

In finding and identifying beneficiaries we may rely on sworn statements, other
facts, or evidence we deem satisfactory. Any benefits we pay based on such
information will be a valid discharge of our duty up to the amount paid.

3.3 CHANGE OF OWNER OR BENEFICIARY
While the annuitant lives, a change of owner or beneficiary can be made at any
time, subject to the following rules:
a) the change must be in writing on a form acceptable to us;
b) it must be signed by the owner;
c) if the owner is more than one person, the written notice for change must be
signed by all persons named as owner;
d) the form must be sent to and recorded by us;
e) a request for change of beneficiary must be signed by any irrevocable
beneficiary; and
f) the change will take effect on the date signed, but it will not apply to
any payment or action by us before we receive the form.

3.4 ASSIGNMENT
No assignment of this policy will bind us unless:
a) it is in writing on a form acceptable to us;
b) signed by the owner; and
c) received by us at our home office.

We will not be responsible for the validity of an assignment.

- --------------------------------------------------------------------------------
SECTION 4 - PREMIUMS
- --------------------------------------------------------------------------------

4.1 PREMIUM PAYMENT
Premium payments may be made at any time. However, we reserve the right to limit
or restrict the amount of a premium payment as we deem appropriate. Premiums are
to be paid at our home office. The first premium must be equal to or greater
than $1,000. Thereafter, premium payments are flexible as to both timing and
amount. Each premium is to be paid at our home office. No payment may be less
than $50 without our consent.

4.2 PAYMENT FREQUENCY
The first premium is due on or prior to the policy

7
<PAGE>

date. We will send periodic reminder notices to the owner. The minimum amount
for which such notice will be sent will be $50. A reminder notice may be sent
for different periods, which may be 12, 6, or 3 months. The reminder notice
period may be changed upon request.

4.3 UNSCHEDULED PREMIUMS
Unscheduled premium payments of at least $50 may be made at any time prior to
the maturity date. The Company may, in its discretion, waive the $50 minimum
requirements. The Company reserves the right to limit the number and amount
of unscheduled premium payments.

4.4 ALLOCATION OF PREMIUM
The owner will determine the percentage of premium that will be allocated to
each subaccount of the variable account and to the declared interest option. The
owner may choose to allocate all the premium, a percentage or nothing to a
particular subaccount or to the declared interest option. Any allocation must be
for at least 10% of the premium. A fractional percent may not be chosen.

On the policy date, premiums will be initially allocated to the money market
subaccount. On the eleventh day following the policy date, we will transfer part
or all of the accumulated value in the money market subaccount to the
subaccounts or the declared interest option in accordance with the premium
allocation percentages shown in the application. For any premium received after
we receive the signed form, the premium will be allocated in accordance with the
premium allocation percentages shown in the application or the most recent
written instructions of the owner.

The owner may change the allocation for future premiums at any time, subject to
the following rules:
a) the policy must be in force;
b) there must be an accumulated value;
c) the change must be in writing on a form acceptable to us;
d) the form must be signed by the owner;
e) the change will take effect on the business day on or next following the
date we receive the signed form at our home office.

A change of allocation of future premiums does not affect current accumulated
values.

- --------------------------------------------------------------------------------
SECTION 5 - ANNUITY AND DEATH BENEFITS
- --------------------------------------------------------------------------------

5.1 ANNUITY BENEFIT
If the annuitant lives to the retirement date, we will pay the annuitant a
monthly income for the rest of the annuitant's life beginning on the retirement
date if:
a) this policy is in force on the retirement date;
b) the owner has not elected to have the accumulated value paid in a single
sum; and
c) the owner has not elected a payment option.

The amount of payments will be obtained by applying the accumulated value under
payment option 3. We will make at least 120 payments. After 120 payments the
annuitant must be living to receive further payments. If the annuitant dies
before 120 payments have been received, any remaining payments will be paid to
the beneficiary. If no beneficiary survives, we will pay the commuted value, as
determined by us, of any remaining payments to the estate of the last
beneficiary to die.

5.2 DEATH OF ANNUITANT DURING ACCUMULATION PERIOD
If the sole annuitant dies during the accumulation period and the annuitant is
not an owner, we will pay the death benefit to the beneficiary. The beneficiary
may elect to apply this sum under one of the annuity payment options as payee.
See Section 5.3 if you are the annuitant.

5.3 DEATH OF OWNER
If any owner dies prior to the retirement date and the deceased owner is the
sole annuitant, we will pay the death benefit to the beneficiary in one sum
within five (5) years of the deceased owner's death. The beneficiary may elect
(within 60 days of the date we receive due proof of death) to apply this sum
under one of the annuity payment options as payee, provided:

a) payments under the annuity payment option begin not later than one (1)
year after the owner's death; and
b) payments will be payable for the life of the beneficiary, or over a
period not greater than the beneficiary's life expectancy.

If any owner dies and the deceased owner is not the annuitant (or a co-annuitant
survives the

8
<PAGE>

deceased owner/annuitant), the new owner will be the surviving owner if any. The
new owner will be the annuitant (unless otherwise provided) if there are no
surviving owners. If the sole new owner is the deceased owner's spouse, the
contract may be continued. If the new owner is someone other than the deceased
owner's spouse, the surrender value of the policy must be distributed within
five (5) years of the deceased owner's death.

If any owner dies on or after the retirement date, but before all proceeds
payable under this contract have been distributed, we will continue payments to
the annuitant (or, if the deceased owner was the annuitant, to the beneficiary)
under the payment method in effect at the time of the deceased owner's death.

For purposes of this section, if any owner of this contract is not an
individual, the death or change of any annuitant shall be treated as the death
of an owner.

5.4 DEATH PROCEEDS AT DEATH OF ANNUITANT DURING ACCUMULATION PERIOD
The death proceeds will be determined based on the annuitant's age on the policy
date. If there is more than one annuitant, we will use the age of the last
surviving annuitant.

If the annuitant's age on the policy date is:
a) less than 76, the death proceeds will be equal to the greater of:
1) the sum of all premium payments less any partial withdrawals, as of
the date due proof of death is received;
2) the accumulated value as of the date due proof of death is received;
3) the death benefit anniversary amount as of the date of death plus any
premium payment made and less any partial withdrawals since the most
recent death benefit anniversary prior to death;

The death benefit anniversary amount is equal to the accumulated value
on the most recent policy anniversary. The death benefit anniversary
amount is determined on the first policy anniversary and on each
subsequent policy anniversary thereafter.

b) 76 or greater, the death benefit is equal to the greater of:
1) the sum of all premium payments less any partial withdrawals, as of
the date due proof of death is received; or
2) the accumulated value as of the date due proof of death is received.

- --------------------------------------------------------------------------------
SECTION 6 - VARIABLE ACCOUNT
- --------------------------------------------------------------------------------

6.1 VARIABLE ACCOUNT
We own the assets of the variable account. We will value the assets of the
variable account each business day. The assets of such account will be kept
separate from the assets of our general account and any other separate accounts.
Income, and realized and unrealized gains or losses from assets in the variable
account will be credited to or charged against such account without regard to
our other income, gains or losses.

That portion of the assets of the variable account which equals the reserves and
other policy liabilities of the policies which are supported by the variable
account will not be charged with liabilities arising from any other business we
conduct. We have the right to transfer to our general account any assets of the
variable account which are in excess of such reserves and other policy
liabilities.

While the variable account is registered with the SEC and thereby subject to SEC
rules and regulations, it is also subject to the laws of the State of Iowa which
regulate the operations of insurance companies incorporated in Iowa. The
investment policy of the variable account will not be changed without the
approval of the Insurance Commissioner of the State of Iowa. The approval
process is on file with the insurance commissioner of the state in which this
policy was delivered.

We also reserve the right to transfer assets of the variable 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
"variable account," as used in this policy, shall then mean the variable account
to which the assets were transferred.

When permitted by law, we also reserve the right to:
a) deregister the variable account under the Investment Company Act of 1940;
b) manage the variable account under the direction

<PAGE>

of a committee;
c) restrict or eliminate any voting rights of owners, or other persons who
have voting rights as to the variable account; and
d) combine the variable account with other separate accounts.

6.2 SUBACCOUNTS
The variable account is divided into subaccounts. The subaccounts are listed on
page 4. Subject to obtaining any approvals or consents required by applicable
law, we reserve the right to eliminate or combine any subaccounts and the right
to transfer the assets of one or more subaccounts to any other subaccount. We
also reserve the right to add new subaccounts and make such subaccounts
available to any class or series of policies as we deem appropriate. Each new
subaccount would invest in a new investment option of the fund, or in shares of
another investment company. The owner will determine the percentage of premium
that will be allocated to each subaccount in accordance with the allocation of
premium provision.

6.3 FUND INVESTMENT OPTIONS
The fund has several investment options each of which corresponds to one of the
subaccounts of the variable account. The investment options are listed on the
policy data page. Premiums allocated to a subaccount will automatically be
invested in the fund investment option associated with that subaccount. The
owner will share only in the income, gains or losses of the investment option(s)
where shares are held.

We have the right, subject to compliance with any applicable laws, to make:
a) additions to;
b) deletions from; or
c) substitutions for;
the shares of a fund investment option that are held by the variable account or
that the account may purchase.

We also reserve the right to dispose of the shares of an investment option of
the fund listed on page 4 and to substitute shares of another investment option
of such fund or another mutual fund investment option, if:

a) the shares of the investment option are no longer available for investment;
or
b) if in our judgment further investment in the investment option should
become inappropriate in view of the purposes of the variable account.

In the event of any substitution or change, we may, by appropriate endorsement,
make such changes in this and other policies as may be necessary or appropriate
to reflect the substitution or change.

6.4 TRANSFERS
The owner may transfer all or part of the accumulated value among the
subaccounts of the variable account and between the subaccounts and
the declared interest option, subject to the following rules:
a) The transfer request must be in writing on a form acceptable to us.
b) The form must be signed by the owner.
c) The transfer will take effect as of the end of the valuation period during
which we receive the signed form at our home office.
d) The owner may transfer amounts among the subaccounts of the variable
account an unlimited number of times in a policy year.
e) The owner may transfer amounts from the declared interest option to the
variable account an unlimited number of times. Amounts transferred from the
declared interest option are considered transferred on a last-in-first-out
basis.
f) The first twelve transfers in each policy year will be made without a
transfer charge. Thereafter, each time amounts are transferred a transfer
charge may be imposed. This transfer charge is shown on the policy data
page.
g) The accumulated value on the date of the transfer will not be affected by
the transfer except to the extent of the transfer charge. Unless paid in
cash, the transfer charge will be deducted on a pro rata basis from the
declared interest option and/or the subaccounts to which the transfer is
made.
h) The owner must transfer at least:
(1) a total of $100; or
(2) the total accumulated value in the subaccount or the total
accumulated value in the declared interest option, if the total
amount transferred is less than $100.
i) No more than 25% of the accumulated value in the declared interest option
may be transferred unless the balance in the declared interest option after
the transfer would be less than $1,000. If the balance in the declared
interest option would fail below $1,000, the accumulated value in the
declared interest option may be transferred.

<PAGE>

- --------------------------------------------------------------------------------
SECTION 7 - ACCUMULATED VALUE BENEFITS
- --------------------------------------------------------------------------------

7.1 ACCUMULATED VALUE
The accumulated value of this policy will be the sum of:
a) the accumulated value in the subaccounts of the variable account; plus
b) the accumulated value in the declared interest option.

All of the values are the same or more than the minimums set by the laws of the
state where the policy is delivered.

7.2 NET ACCUMULATED VALUE
The net accumulated value of this policy will be the accumulated value less a
surrender charge. All of the values are the same or more than the minimums set
by the laws of the state where the policy is delivered.

7.3 VARIABLE ACCUMULATED VALUE
On the business day on or next following the day we receive a completed
application and the minimum initial premium, the variable accumulated value is
the total amount of premium, if any, allocated to the subaccounts of the
variable account. After such date, the policy's variable accumulated value is
equal to the sum of the policy's accumulated value in each subaccount. The value
in a subaccount is equal to a) multiplied by b) where:
a) is the current number of subaccount units; and
b) is the current unit value.

The variable accumulated value will vary from business day to business day
reflecting changes in a) and b) above.

7.4 SUBACCOUNT UNITS
When transactions are made which affect the variable accumulated value, dollar
amounts are converted to subaccount units. The number of subaccount units for a
transaction is determined by dividing the dollar amount of the transaction by
the current unit value.

The number of units for a subaccount attributable to a policy increases when:
a) premiums are allocated under the policy to that subaccount; or
b) transfers from the declared interest option or other subaccounts are
credited under the policy to that subaccount.

The number of units for a subaccount attributable to a policy decreases when:
a) the owner makes a surrender or partial withdrawal from that subaccount;
b) transfers are made from that subaccount to the declared interest option
or other subaccounts; or
c) the annual administrative charge shown on the policy data page is deducted
(the annual administrative charge will be prorated among the subaccounts
and the declared interest option).

7.5 UNIT VALUE
The unit value for a subaccount on any business day is determined by dividing
each subaccount's net asset value by the number of units outstanding
at the time of calculation. The unit value for each subaccount was set initially
at $10.00 when the subaccounts first purchased fund shares. The
unit value for each subsequent valuation period is calculated by dividing a) by
b), where:
a) is:
(1) the value of the net assets of the subaccount at the end of the
preceding valuation period; plus
(2) the investment income and capital gains, realized or unrealized,
credited to the net assets of that subaccount during the valuation
period for which the unit value is being determined; minus
(3) the capital losses, realized or unrealized, charged against those net
assets during the valuation period; minus
(4) any amount charged against the subaccount for taxes, or any amount set
aside during the valuation period by the Company as a provision for
taxes attributable to the operation or maintenance of that subaccount;
minus
(5) the mortality and expense risk shown on the policy data page. This
charge may go up or down but will never exceed 0.0038091% of the net
daily assets in that subaccount for each day in the valuation period.
The maximum charge corresponds to a charge of 1.40% per year of the
average daily net assets of the subaccount for mortality and expense
risks.

b) is the number of units outstanding at the end of the preceding valuation
period.

<PAGE>

The unit value for a valuation period applies for each day in the period. We
will value the net assets in each subaccount at their fair market value in
accordance with accepted accounting practices and applicable laws and
regulations.

7.6 DECLARED INTEREST OPTION ACCUMULATED VALUE
The declared interest option accumulated value as of the eleventh day following
the policy date is the premium allocated to the declared interest option as of
that date. Thereafter, the declared interest option accumulated value changes
every valuation period.

The declared interest option accumulated value increases when:
a) premiums are allocated to the declared interest option; or
b) transfers from the other subaccounts are credited to the declared interest
option; or
c) any interest is credited to the declared interest option.

The declared interest option accumulated value decreases when:
a) the owner makes a surrender or partial withdrawal from the declared
interest option; or
b) transfers are made from the declared interest option to other subaccounts;
or
c) the annual administrative charge shown on the policy data page is deducted
(the annual administrative charge will be prorated among the subaccounts
and the declared interest option).

For the purposes of the above calculation, interest does not accrue on amounts
deducted for policy charges, amounts transferred from or on amounts surrendered
or withdrawn from the declared interest option. Interest is accrued on the
accumulated value of the declared interest option on a daily basis and is
credited no less frequently than once a policy year.

7.7 DECLARED INTEREST OPTION INTEREST
The guaranteed minimum interest rate applied to the declared interest option
accumulated value is an effective rate of 3.0% per year. Interest in excess of
the minimum rate may be applied. The amount of the excess interest credited for
any policy year will be set by us at the start of that policy year and will be
guaranteed for such year.

7.8 SURRENDER
Before the retirement date, the owner may surrender the policy, subject to the
following rules:
a) The owner must send a written request to us along with such information or
evidence as may be required by law or as may be needed to process the
request.
b) The amount of any such surrender may be paid in cash or we will apply part
or all of it under a payment option.
c) We have the right to defer payment of a surrender from the declared
interest option for up to 6 months.
d) The amount of accumulated value surrendered will be subject to a surrender
charge.
e) Upon surrender, the policy will terminate.

7.9 SURRENDER CHARGE
The surrender charge is shown on the policy data page. The total surrender
charges assessed will never exceed 8.5% of premiums paid.

If all of the accumulated value is applied under payment option 2, 3, 4 or 5,
the surrender charge will be reduced as follows:
a) if option 3 or 5 is used, the surrender charge will be zero; or
b) if option 2 or 4 is used, the surrender charge will be applied, however,
the fixed number of years for which payment will be made is added to the
number of years the contract has been in force to determine what the charge
will be.

All of the values are the same or more than the minimums set by the laws of the
state where the policy is delivered.

7.10 TEN PERCENT WITHDRAWAL PRIVILEGE
After the first policy year, amounts up to the "withdrawal privilege amount" may
be withdrawn from the policy during each policy year without being subject to
the surrender charge. The withdrawal privilege amount will be equal to 10% of
the accumulated value on the most recent policy anniversary. If the policy is
subsequently surrendered during the policy year, the surrender charge will be
applied to any partial withdrawals taken during that policy year, as well as the
amount surrendered.

7.11 WAIVER OF SURRENDER CHARGE
The owner may make a surrender of this policy without incurring a surrender
charge if the annuitant becomes eligible for waiver of the surrender charge.

<PAGE>

The waiver of the surrender charge is subject to the following rules:
a) We must receive a written request on our form signed by the owner.
b) The policy must be in force or not providing benefits under any payment
option.
c) Proof must be provided that the conditions of eligibility requirements for
waiver of the surrender charge have been met, including an attending
physician's statement and any other proof we may require. We reserve the
right to seek a second medical opinion or have an examination performed at
our expense by a physician we choose.
d) If there are joint annuitants, you may exercise this waiver privilege once,
for either the first or second annuitant, but not both.
e) The annuitant must become eligible for waiver of surrender charge after the
first contract year ends.

7.12 PARTIAL WITHDRAWAL
Before the retirement date, the owner may obtain a partial withdrawal of the
accumulated value, subject to the following rules:
a) The amount of any partial withdrawal must be at least $500;
b) If the accumulated value after a partial withdrawal is less than $2,000, we
have the right to pay the remaining accumulated value to the owner as a
full surrender;
c) The accumulated value will be reduced by the amount of any partial
withdrawal and any surrender charge applying to such withdrawal. The owner
may tell us how to allocate a partial withdrawal among the subaccounts and
the declared interest option. If the owner does not so instruct, we will
prorate the partial withdrawal among the subaccounts and the declared
interest option. The allocation will be in the same proportion that the
accumulated value in each of the subaccounts and the accumulated value in
the declared interest option bears to the total accumulated value on the
date we receive the request;
d) Amounts withdrawn from the declared interest option are considered
withdrawn on the last-in-first-out basis.

7.13 DELAY OF PAYMENT
Proceeds from full surrenders and partial surrenders will usually be mailed to
the owner within seven days after the owner's signed request is received in our
home office. We will usually mail any death claim proceeds within seven days
after we receive due proof of death. We have the right to delay such payment
whenever:
a) the New York Stock Exchange is closed other than on customary weekend and
any holiday closing;
b) trading on the New York Stock Exchange is restricted as determined by the
SEC;
c) the SEC, by order, permits postponement for the protection of policyowners;
d) as a result of an emergency, as determined by the SEC, it is not reasonably
possible to dispose of securities or to determine the value of the net
assets of the variable account.

We have the right to defer payment which is derived from any amount paid to us
by check or draft until we are satisfied the check or draft has been paid by the
bank on which it is drawn.

We also have the right to delay making a full surrender or partial surrender,
from the declared interest option for up to six months from the date we receive
the owner's request.

7.14 TAX CHARGES
The Company may deduct state and local government premium tax from the
accumulated value, if such taxes are applicable in your state. The Company may
also make a charge against the accumulated value of this policy for any tax or
economic burden on the Company resulting from the application of federal, state
or local tax laws that the Company determines to be properly attributable to the
separate account or the policies. The charge will be applied by:
a) redeeming the number of subaccount units from the separate account equal to
the pro rata share of the charge applicable to the subaccounts; or
b) deducting from the declared interest option accumulated value the pro rata
portion of the charge applicable to the declared interest option.

7.15 ANNUAL REPORT
At least once each year we will send a report, without charge, to the owner
which shows:
a) all premiums paid and charges made since the last report;
b) the current accumulated value including the value in each subaccount and
the declared interest option; and
c) any partial surrenders since the last report.

<PAGE>

An illustrative report will be sent to the owner upon request. A fee may be
charged for this report.

- --------------------------------------------------------------------------------
SECTION 8 - PAYMENT OF PROCEEDS
- --------------------------------------------------------------------------------

8.1 CHOICE OF OPTIONS
The owner may choose to have the proceeds of this policy paid under a payment
option. After the annuitant's death, the beneficiary may choose an option if the
owner had not done so before the annuitant's death. If no payment option is
chosen, we will pay the proceeds of this policy in one sum. We may also fulfill
our obligation under this policy by paying the proceeds in one sum if:

a) the proceeds are less than $2,000;
b) periodic payments become less than $20; or
c) the payee is an assignee, estate, trustee, partnership, corporation, or
association.

8.2 PAYMENT OPTIONS
The choice of payment options are:
1) INTEREST INCOME -- The proceeds will be left with us to earn interest. The
interest will be paid every 1, 3, 6 or 12 months as the payee chooses. The
rate of interest will be determined by us. The payee may withdraw all or
part of the proceeds at any time.

2) INCOME FOR FIXED TERM -- The proceeds will be paid out in equal
installments for a fixed term of years.

3) LIFE INCOME WITH TERM CERTAIN -- The proceeds will be paid out in equal
installments for as long as the payee lives, but for not less than a term
certain. The owner or payee may choose one of the terms certain shown in
the payment option tables.

4) INCOME FOR FIXED AMOUNT -- The proceeds will be paid out in equal
installments of a specified amount. The payments will continue until all
proceeds plus interest have been paid out.

5) JOINT AND TWO-THIRDS TO SURVIVOR MONTHLY LIFE INCOME -- The proceeds will
be paid out in equal monthly installments for as long as two joint payees
live. When one payee dies, installments of two-thirds of the first
installment will be paid to the surviving payee. Payments will stop when
the surviving payee dies.

The proceeds may be paid in any other manner requested and agreed to by us, or
under any other payment options made available by the Company.

8.3 INTEREST AND MORTALITY
The minimum interest rate used in computing any payment option is 3% per year.
Higher interest rates may be used on the effective date of the payment contract.
We may at any time declare additional interest on these funds. The amount of
additional interest and how it is determined will be set by us.

The mortality table which is used for options 3) and 5) is the "1983 Table a"
individual annuity mortality table.

8.4 WITHDRAWAL OF PROCEEDS
The payee may not withdraw the funds under a payment option unless agreed to in
the payment contract. We have the right to defer a withdrawal for up to 6
months. We may also refuse to allow partial withdrawals of less than $250.

8.5 CLAIMS OF CREDITORS
Payments under any payment option will be exempt from the claims of creditors to
the maximum extent allowed by law.

<PAGE>

PAYMENT OPTION TABLES
(PER $1,000 OF PROCEEDS)

- --------------------------------------------------------------------------------
Option 2 - Income for Fixed Term
Installments per $1,000 of Proceeds
- --------------------------------------------------------------------------------
Number of
Years Annual Monthly
- --------------------------------------------------------------------------------
5 211.99 17.91
10 113.82 9.61
15 81.33 6.87
20 65.26 5.51
25 55.76 4.71
30 49.53 4.18
- --------------------------------------------------------------------------------

Guaranteed Settlement Option 5
Joint and Two-thirds to Survivor Monthly Life Income
Monthly Installments per $1,000 of Proceeds
- --------------------------------------------------------------------------------
Female Age
Male
Age 55 60 62 65 70
-----------------------------------------------------------------
60 4.44 4.71 4.82 5.01 5.34
62 4.53 4.81 4.93 5.13 5.50
65 4.65 4.97 5.11 5.33 5.75
70 4.88 5.24 5.41 5.68 6.20
75 5.11 5.52 5.71 6.04 6.68
- --------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
GUARANTEED SETTLEMENT OPTION 3
LIFE INCOME WITH TERM CERTAIN
MONTLY INSTALLMENTS PER $1,000 PROCEEDS
- ---------------------------------------------------------------------------------------------------------
MALE FEMALE
- ---------------------------------------------------------------------------------------------------------
YEARS CERTAIN YEARS CERTAIN

Age 0 5 10 15 20 0 5 10 15 20
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
55 $4.70 4.68 4.62 4.53 4.39 4.25 4.25 4.22 4.18 4.11
56 4.80 4.78 4.72 4.61 4.45 4.34 4.33 4.30 4.25 4.17
57 4.91 4.89 4.82 4.69 4.51 4.42 4.41 4.38 4.32 4.23
58 5.03 5.00 4.92 4.78 4.58 4.52 4.50 4.47 4.40 4.30
59 5.15 5.12 5.03 4.87 4.64 4.61 4.60 4.56 4.48 4.37
60 5.28 5.25 5.14 4.96 4.71 4.72 4.70 4.66 4.57 4.44

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

61 5.42 5.39 5.26 5.06 4.78 4.83 4.81 4.76 4.66 4.51
62 5.57 5.53 5.39 5.16 4.84 4.95 4.93 4.86 4.75 4.58
63 5.74 5.69 5.52 5.26 4.90 5.07 5.05 4.98 4.85 4.65
64 5.91 5.85 5.66 5.36 4.96 5.21 5.18 5.10 4.95 4.72
65 6.10 6.03 5.81 5.46 5.02 5.35 5.32 5.22 5.05 4.79

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

66 6.29 6.21 5.96 5.56 5.08 5.51 5.47 5.36 5.16 4.86
67 6.50 6.41 6.11 5.66 5.13 5.67 5.63 5.50 5.26 4.93
68 6.73 6.62 6.28 5.76 5.18 5.85 5.80 5.65 5.37 5.00
69 6.97 6.84 6.44 5.86 5.23 6.04 5.98 5.80 5.49 5.06
70 7.23 7.07 6.61 5.96 5.27 6.25 6.18 5.96 5.60 5.12

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

71 7.51 7.32 6.78 6.05 5.31 6.47 6.39 6.14 5.71 5.18
72 7.80 7.58 6.96 6.14 5.34 6.71 6.62 6.31 5.83 5.23
73 8.12 7.85 7.14 6.23 5.37 6.97 6.86 6.50 5.94 5.28
74 8.45 8.14 7.32 6.31 5.40 7.26 7.12 6.69 6.04 5.32
75 8.82 8.44 7.49 6.38 5.42 7.56 7.39 6.89 6.14 5.35
- ---------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

NON-PARTICIPATING
FLEXIBLE PREMIUM
DEFERRED VARIABLE ANNUITY POLICY

If you have any questions concerning this policy or if anyone
suggests that you change or replace this policy, please contact
your Farm Bureau Life agent or our home office. (515-225-5400)

FARM BUREAU LIFE INSURANCE COMPANY
5400 UNIVERSITY AVENUE
WEST DES MOINES, IOWA 50266-5997

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

<PAGE>
Exhibit 6(a)
Certificate of Incorporation of the Company

STATE OF IOWA
OFFICE OF SECRETARY OF STATE

This is to Certify that the IOWA LIFE INSURANCE COMPANY of Des Moines, Iowa
has filed in this office Articles of Incorporation, and paid the fees as by law
provided.

Therefore, this Certificate is issued, thereby authorizing it to transact
business as a corporation, under and Subject to the laws of the State of Iowa,
PERPETUALLY from October 30th, 1944.

In testimony whereof, I have hereunto set my hand and caused to be affixed
the seal of the office.

Done at Des Moines, the Capital, this Thirtieth day of October, 1944.

/s/ Wayne M. Ropes

Wayne M. Ropes

Secretary of State

by [left blank] Deputy Secretary of State

Expires PERPETUAL

<PAGE>

ARTICLES OF INCORPORATION
OF
IOWA LIFE INSURANCE COMPANY

We, the undersigned, for the purpose of transacting the business
hereinafter set forth, do hereby associate ourselves together and under the
following Articles of Incorporation unite ourselves into a body corporate under
the provisions of Chapter 384 and Chapter 398 of the Code of Iowa, 1939, and all
acts amendatory thereto, and assume all powers and obligations granted bodies
corporate under said chapters, and do hereby adopt the following Articles of
Incorporation, to-wit:

ARTICLE I.

NAME

The name of this Corporation shall be IOWA LIFE INSURANCE COMPANY.

ARTICLE II.

PRINCIPAL PLACE OF BUSINESS

The principal place of business of this Corporation shall be in the city of
Des Moines, County of Polk, State of Iowa. It may establish and maintain branch
offices, depositories and agencies elsewhere.

ARTICLE III.

POWERS, OBJECTS AND PURPOSES

The purposes and objects for which this Corporation is formed, and the
powers which it shall have and exercise, are:

1. To make insurance on the lives of persons and every insurance
appertaining thereto or connected therewith, and granting, purchasing or
disposing of annuities, and to make insurance against bodily injury, disablement
or death by accident, and against disablement resulting from sickness or old age
and every insurance appertaining thereto, on a level premium plan and as a legal
reserve company with all the rights and privileges granted or permitted by
Chapter 384 and Chapter 398 of the Code of Iowa, 1939, and all acts amendatory
thereto.

2. To assume and exercise all the rights, powers and privileges that are
now or may hereafter be conferred by law upon similar corporations, and to have
the right of perpetual succession, sue and be sued, make contracts, acquire,
own, and transfer property, real and personal, and have a common seal.

<PAGE>

3. To issue all forms of insurance contracts pertaining to or connected
with the business of life insurance as it now or may hereafter be carried on in
this state or elsewhere.

4. To cede to and reinsure its excess risks wherever they may be in other
companies or associations, and to accept and reinsure the excess risks of other
companies or associations ceded to it.

5. To buy, sell, invest and reinvest its funds in any of the securities or
property in which a life insurance company may now or hereafter lawfully invest.

6. To have and exercise all of the rights and powers necessary and
incident to carrying into effect the purposes for which this Corporation is
formed.

7. The objects, powers and purposes specified above shall, except where
otherwise expressed, be in no way limited or restricted by inference to or
inference from the terms of any clause or paragraph of these Articles of
Incorporation, and the foregoing shall be construed both as powers and objects
and the enumeration thereof shall not be held to limit or restrict in any manner
the general powers conferred upon this Corporation by the laws of the State of
Iowa, or any acts amendatory thereto, all of which are hereby expressly claimed.

ARTICLE IV.

CAPITAL STOCK

The authorized capital stock of this Corporation is Five Hundred Thousand
($500,000.00) Dollars, divided into Two Hundred Six Thousand (206,000) shares,
of which amount Two Hundred Thousand (200,000) shares of the par value of One
($1.00) Dollar per share, amounting to Two Hundred Thousand ($200,000.00)
Dollars is "Common Stock," and Six Thousand (6,000) shares of the par value of
Fifty ($50.00) Dollars per share, amounting to Three Hundred Thousand
($300,000.00) Dollars, is 6% cumulative "First Preferred Stock."

The nature and definitive extent and preferences and privileges granted
each class is, as follows:

1. STOCK ISSUE CONDITIONS. No stock of this Corporation shall be issued
until this Corporation has received payment in full therefor the selling price
as fixed by the board of directors, which shall be not less than par, in cash or
property, providing, however, that when it is issued for anything other than
money it must be done in accordance with the statutes in force at the time said
stock shall be issued.

2. COMMON STOCK. The Common Stock shall be issued to and owned only by
the Iowa Farm Bureau Foundation, its assigns, or a member in good standing of
the

<PAGE>

Iowa Farm Bureau Federation as defined in the By-Laws of this Corporation, and
no one else shall be eligible to own the same.

The Common stockholders shall be entitled to receive, when and as
declared by the board of directors, subject to any limitations in these
Articles contained, dividends from the net earnings of this Corporation on
such equitable basis as the board of directors shall determine, and shall be
payable annually when and as determined by the board of directors, provided,
however, that no dividends shall be declared or paid on the Common Stock
issued to and owned by the Iowa Farm Bureau Federation or its assigns in
excess of six (6%) per cent per annum on the par value thereof. No dividends
shall be declared or paid on the Common Stock until the board of directors
has first declared dividends on the First Preferred Stock and paid or set
apart the same to or for the account of said First Preferred stockholders.
Dividends to the Common stockholders shall be non-cumulative. No person
shall be entitled to dividends unless he is a Common stockholder of record at
the time of the declaration of the same.

The holders of Common Stock shall be entitled to one vote for each and
every share of stock issued and owned at all meetings of the stockholders, and
shall not have the privilege of voting by proxy but a corporate stockholder
shall have the privilege of voting by an authorized representative or
representatives, and no one other than the Iowa Farm Bureau Federation shall be
entitled to own more than one share.

The Common Stock of any holder thereof, other than the Iowa Farm Bureau
Federation or its assigns, may be called, redeemed or retired at the election of
the board of directors at such time or times as it shall determine, and shall be
called, redeemed or retired by the board of directors whenever the holder
thereof shall cease to be eligible to own the same by ceasing to be a member in
good standing of a County Farm Bureau and the Iowa Farm Bureau Federation, as
herein provided and as defined in the By-Laws, or any amendment thereto, upon
the payment of the purchase price paid per share with accrued dividends, if any;
provided, however, that not less than thirty (30) days' prior notice of such
intention to retire or redeem such stock shall be given the holder of such stock
called for retirement or redemption by written notice postpaid to the last known
address of each stockholder as shown by the books of this Corporation.

From and after the date fixed for such redemption all dividends on the
Common Stock thereby called for redemption shall, unless the Corporation shall
default in the payment of the redemption price, cease and all rights of the
holders thereof as stockholders of the Corporation, except the right to receive
the redemption price and accrued dividends, if any, shall cease and terminate.

The eligibility of a person, other than the Iowa Farm Bureau Federation or
its assigns, to own and hold Common Stock in this Corporation shall be
determined by the records of the Iowa Farm Bureau Federation of which the owner
thereof or the one under which he is eligible to own the same is or was a member
at the time of issue of said stock, and said books and records shall be
conclusive of his or their said eligibility.

<PAGE>

In the event of the dissolution and winding up of the business of this
Corporation, whether voluntary or involuntary, or in the event of the sale of
all of the assets of the Corporation and the distribution of the proceeds
thereof, the Common stockholder shall receive nothing until the First Preferred
Stock has been paid in full the purchase price paid per share to this
Corporation, together with all unpaid accrued dividends on such shares of stock.

3. FIRST PREFERRED STOCK. The First Preferred Stock shall be issued to
and owned only by members in good standing of a County Farm Bureau of this state
and of the Iowa Farm Bureau Federation and shall have no voting privileges, and
the holder of First Preferred Stock shall be entitled to receive, when and as
declared by the board of directors, dividends from the net earnings of the
Corporation at the rate of six (6%) per cent per annum, payable annually, when
and as determined by the board of directors. Such dividends shall be payable
before any dividends shall be paid on or set apart for the Common stockholders,
and such dividends on the First Preferred Stock shall be cumulative so that if
at any time at the dividend period dividends at the rate of six (6%) per annum
should not have been paid upon or set apart for the First Preferred Stock, the
deficiency shall be fully paid or set apart without interest before any
dividends shall be paid or declared upon the Common Stock.

The First Preferred Stock may be redeemed or retired in whole or in part,
at the election of the board of directors at such time or times as it shall
determine at the purchase price paid per share with accrued dividends, if any,
provided, however, that not less than thirty (30) days' prior notice of such
intention to retire or redeem such stock shall be given the holders of such
stock so called for retirement or redemption by written notice postpaid to the
last known address of such stockholders as shown by the books of the
Corporation.

No First Preferred stockholders shall have any preferential right
respecting the retirement or redemption of the shares of First Preferred Stock
owned by him, but in the event less than all of the outstanding shares of First
Preferred Stock are to be redeemed such redemption may be made by lot or
pro-rata in such manner as may be determined by the board of directors of this
Corporation.

From and after the date fixed for such redemption all dividends on the
First Preferred Stock thereby called for redemption shall, unless the
Corporation shall default in the payment of the redemption price, cease and all
rights of the holders thereof as stockholders of the Corporation, except the
right to receive the redemption price and accrued dividends, if any, shall cease
and terminate.

In the event of the dissolution and winding up of the business of the
Corporation, whether voluntary or involuntary, or in the event of the sale of
all of the assets of the Corporation and the distribution of the proceeds
thereof, the holder of the First Preferred Stock shall be entitled to be paid in
full the purchase price paid per share, together with all unpaid dividends
accrued on such shares, before any sum whatsoever shall be paid

<PAGE>

in liquidation on account of the Common Stock, and thereafter the Common Stock
shall be entitled to the remaining assets.

4. LIMITATION ON STOCKHOLDERS' DIVIDENDS. No cash dividend on the capital
stock of the Corporation in excess of the amount required to pay dividends at
the rate of six (6%) per annum on the par value on the issued and outstanding
First Preferred Stock, shall be paid in any calendar year prior to January 1,
1946, unless the capital of the Corporation, its surplus and contingency
reserves shall aggregate ten (10%) per cent or more of all other liabilities of
the Corporation, and no cash dividend in excess of the amount required to pay
dividends at the rate of six (6%) per cent per annum on the par value of the
issued and outstanding First Preferred Stock shall be paid in any calendar year
between January 1, 1946 and January 1, 1951, unless the capital, surplus and
contingency reserves shall equal or exceed eight and one-half (8 1/2%) per cent
of all other liabilities; nor shall any cash dividends in excess of the amount
required to pay dividends at the rate of six (6%) per cent per annum on the par
value of the issued and outstanding First Preferred Stock be paid on the capital
stock in any calendar year after January 1, 1951, unless the capital, surplus
and contingency reserves shall equal or exceed seven (7%) per cent of all other
liabilities.

No cash dividend in any one calendar year in excess of the amount required
to pay dividends at the rate of six (6%) per cent per annum, on the issued and
outstanding First Preferred Stock, shall be paid on the capital stock unless the
policyholders dividend scale of the Corporation in effect for said calendar year
results in an average net cost equal to or less than the average net cost to the
ten legal reserve companies operating in the United States each having more than
$250,000,000 insurance in force and showing the lowest average net cost.

For the purpose of this comparison the average net cost shall be computed
on the Whole Life Plan for ages at issue 25, 35, and 45, and for a policy issued
in the amount of One Thousand ($1,000) Dollars. Cost for above ages shall be
determined for each year of issue since organization of the Corporation, except
that the cost on policies in force for twenty (20) years or more shall not be
used. The actual dividends payable for the year in question shall be used and
not a net cost based on dividend history. Companies doing primarily a mail
order business or operating through lodges or as fraternal organizations, as
well as United States Government Insurance, shall not be included in the
comparison.

5. REGISTERED OWNER. This Corporation shall be entitled to treat the
person or corporation in whose name any share of stock is registered as the
owner thereof for all purposes, and shall not be bound to recognize any
equitable right or claim to any interest in such share on the part of any other
person or corporation, whether or not the corporation shall have notice thereof,
save as expressly provided by the laws of the State of Iowa or as may hereafter
be provided.

6. TRANSFER OF STOCK. The shares of First Preferred Stock in this
Corporation shall be transferable only to a member in good standing of a County
Farm Bureau of

<PAGE>

this state and of the Iowa Farm Bureau Federation, and the shares of Common
Stock shall not be transferable in any manner except the shares owned by the
Iowa Farm Bureau Federation, and no transfer except as herein provided shall be
of any validity or cognizable by the Corporation, and no transfer of any stock
of this Corporation shall be of any validity until duly entered on the books of
the Corporation.

7. INCREASE OR DECREASE OF STOCK. From time to time any class of stock
may be increased or decreased as may be determined by vote of the stockholders
present at any annual or special meeting possessing voting rights to the extent
and in the manner provided by the statutes of the State of Iowa and these
Articles of Incorporation, and in the event it is determined to increase the
amount of First Preferred Stock it shall not be necessary to secure the consent
of the holders of the First Preferred Stock; provided, however, that no other
class of stock shall be created having preference over the First Preferred Stock
as now authorized or as may hereafter be authorized in respect of payment of
dividends out of the earnings or upon liquidation or dissolution unless the
amendment authorizing such change shall receive the affirmative vote of the
holders of not less than two-thirds of the outstanding First Preferred Stock
voting as a class.

8. All persons and/or corporations or associations who shall acquire stock
in this Corporation shall acquire the same subject to the provisions of these
Articles of Incorporation, and shall, by their subscription therefor and
acceptance thereof, be bound by the said Articles of Incorporation, and any
amendments thereto, and the By-Laws duly adopted thereunder.

ARTICLE V.

OFFICERS AND DIRECTORS

1. The business and affairs of this Corporation shall be managed by a
board of twelve (12) directors who shall be members in good standing of the Iowa
Farm Bureau Federation, and shall be elected by the stockholders of this
Corporation as hereinafter provided, and said directors shall hold office until
their successors are elected and qualified.

2. The term of office of the directors of this Corporation shall be two
(2) years and until their successors are elected and qualified.

3. At the first annual meeting of the stockholders of this Corporation to
be held in 1946, as provided in these Articles, seven (7) directors shall be
elected for a term which shall expire at the next annual meeting of the
stockholders and until their successors are elected and qualified; five (5)
directors for a term of two years, and then at each annual meeting thereafter
there shall be elected for a term of two years each as many directors as there
are directors whose terms expire.

4. Until the first annual meeting of the stockholders of this Corporation
to be held in 1946, the following persons shall constitute the directors of this
Corporation.

<PAGE>

Name Address
---- -------

Allan E. Kline Vinton, Iowa
E. Howard Hill Minburn, Iowa
Mrs. Raymond Sayre Ackworth, Iowa
A. Fletcher Aitchison Cascade, Iowa
J. S. Van Wort Hampton, Iowa
H. J. Shoemaker Hawarden, Iowa
J. Otto Gidel Lake City, Iowa
Russell Hayes Prairie City, Iowa
W. C. Molison Grinnell, Iowa
Lee Stephenson Eldon, Iowa
W. G. Lodwick Sedan, Iowa
F. A. Klopping Underwood, Iowa

5. Until the first annual meeting of the stockholders of this Corporation
and until their successors are elected and qualified the officers of this
Corporation shall be:

Office Name Address
------ ---- -------

President: Allan B. Kline Vinton, Iowa
Vice-President: E. Howard Hill Minburn, Iowa
Secretary: Donald B. Groves Des Moines, Iowa
Treasurer: Donald B. Groves Des Moines, Iowa

6. The officers of this Corporation shall be elected by the board of
directors immediately following the first annual meeting of the stockholders,
and thereafter immediately following each annual meeting, and shall hold office
for the term of one year or until their successors are elected and qualified.

7. The officers of this Corporation shall be a president, vice-president,
secretary, treasurer, and such other officers as the board of directors may from
time to time create, and the offices of secretary and treasurer may be held by
the same person.

8. The board of directors may fill all vacancies occurring in its
membership, and a director elected to fill a vacancy shall serve for the
unexpired term of the director whose vacancy he was elected to fill and/ or
until his successor is elected and qualified.

9. A majority of the board of directors shall constitute a quorum for the
transaction of all business of the Corporation.

10. The board of directors shall have full authority to adopt and enact
regulations and rules and by-laws for the proper government of the Corporation,
classify risks, promulgate rates therefor, adopt policy forms and riders,
appoint agents, officers,

<PAGE>

employees or others, require bonds for such officers and employees as they may
determine, issue such information as the welfare of the Corporation may require,
designate depositories, hold meetings at such times and places as the business
may require, and shall make a full and complete report of its doings at each
annual meeting of the Corporation.

11. The board of directors may appoint an executive committee, consisting
of five (5) members, and designate a chairman thereof; the members thereof shall
hold office for the term of one year or until their successors are appointed and
qualified; said term, however, being subject to the will and pleasure of the
board of directors. The executive committee shall have such powers and possess
such authority as the board of directors shall, from time to time, by by-law or
resolution vest in it.

12. The board of directors shall have power to appoint such other
committees as it may deem necessary for the efficient conduct of the business,
and every such committee so created by the board shall report its doings to the
meeting of the board of directors next ensuing.

13. All conveyances of real property, releases of mortgages, liens and
judgments, and all other instruments affecting real property, made by the
Corporation or required by law to be made a matter of record, shall be executed
by the president or vice-president and the secretary or assistant secretary and
attested to by the corporate seal.

ARTICLE VI.

MEETINGS OF STOCKHOLDERS

1. REGULAR ANNUAL MEETING. The first regular annual meeting of the
stockholders of this Corporation shall be held in the year 1946 and all
subsequent annual meetings of the stockholders of this Corporation shall be held
annually, at such time and place and upon such notice as the board of directors
shall, from time to time, fix and determine, provided such notice is not less
than ten days and such meeting shall be held at Des Moines, Iowa.

2. SPECIAL MEETINGS. Special Meetings of the stockholders may be called
at any time by the president upon the giving of five (5) days' notice in writing
by mail to the stockholders as shown by the records of this Corporation, and
such meetings shall be called at any time upon the request of stockholders
representing twenty-five (25%) per cent of the stock issued.

In case the president neglects or refuses to call a meeting at the request
of the stockholders, as herein provided, the stockholders may join in a call of
the stockholders at a special meeting upon giving to each stockholder of record
having voting privileges the same notice and in the same manner as hereinbefore
provided in this section.

<PAGE>

3. VOTING PRIVILEGE. At all meetings of the stockholders each Common
stockholder shall be entitled to one vote for each share of stock owned and held
by him or it.

ARTICLE VII.

CORPORATE PERIOD

This Corporation shall commence business under these Articles of
Incorporation as soon as it secures certificate of incorporation from the
Secretary of State of the State of Iowa, and certificate authorizing it to
transact an insurance business from the Commissioner of Insurance of the State
of Iowa, as by law provided, and shall have perpetual existence unless changed
as by law and these Articles of Incorporation required.

ARTICLE VIII.

PRIVATE PROPERTY EXEMPT

The private property of the stockholders of this Corporation shall be
exempt from the debts of the Corporation and from all liability therefor.

ARTICLE IX.

This Corporation shall have a corporate seal and shall have inscribed
thereon "Iowa Life Insurance Company, Des Moines, Iowa, Corporate Seal, " which
words may be changed at any time by resolution of the board of directors.

ARTICLE X.

BY-LAWS

The Board of Directors may at its pleasure make and adopt By-Laws which do
not conflict with the law or these Articles of Incorporation or By-Laws adopted
or ratified by the stockholders and alter or amend the same.

ARTICLE XI.

AMENDMENTS

These Articles of Incorporation may be amended at any annual meeting of the
stockholders or at any special meeting called for that purpose by a two-thirds
vote of the stockholders having voting privileges present at such meeting,
provided that no amendment shall be made or enacted unless the proposed
amendment or alteration has been filed in writing with the president and with
the secretary of this Corporation not less than sixty (60) days before the
meeting at which the same is offered. Notice of

<PAGE>

special meeting and the proposed amendment or alteration to these Articles of
Incorporation coming before such special meeting shall be given the stockholders
in the same manner and for the same period of time as is required for special
meetings of stockholders.

<PAGE>

STATE OF IOWA

[GRAPHIC]

OFFICE OF

THE SECRETARY OF STATE

TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:

I, MELVIN D. LYNHORST, SECRETARY OF STATE OF THE STATE OF IOWA, DO HEREBY
CERTIFY THAT THE FOLLOWING AND HERETO ATTACHED IS A TRUE PHOTOSTATIC COPY OF
Amendment to Articles of Incorporation for IOWA LIFE INSURANCE COMPANY, of
- -------------------------------------------------------------------------------
Des Moines, Iowa, changing the corporate title to FARM BUREAU LIFE INSURANCE
- -------------------------------------------------------------------------------
COMPANY.
- -------------------------------------------------------------------------------

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

AS THE SAME APPEAR OF RECORD IN THIS OFFICE.
-----------------------------------

IN TESTIMONY WHEREOF, I HAVE HEREUNTO
SET MY HAND AND AFFIXED THE OFFICIAL SEAL
OF THE SECRETARY OF STATE AT THE CAPITOL, IN
DES MOINES, THIS 4th DAY OF August,
A.D. NINETEEN HUNDRED AND FIFTY-EIGHT.

/s/ Melvin D. Lynhorst
--------------------------------------------
SECRETARY OF STATE

--------------------------------------------
DEPUTY

<PAGE>

AMENDMENT TO ARTICLES OF INCORPORATION,
AS AMENDED, OF
IOWA LIFE INSURANCE COMPANY

KNOW ALL MEN BY THESE PRESENTS:

That at the annual meeting of the stockholders of the Iowa Life Insurance
Company, held at the Fort Des Moines Hotel, Des Moines, Iowa, on the 1st day
of August, 1958, pursuant to notice in writing, stating the time, place and
purpose of said meeting mailed in accordance with the provisions of the Articles
of Incorporation and the laws of the State of Iowa, the following Amendment to
the Articles of Incorporation, a copy of which amendment was duly filed with the
president and secretary of this corporation more than sixty (60) days prior to
August 1, 1958, was adopted by a UNANIMOUS vote of all of the stockholders
present in person or represented by an authorized representative at said
meeting:

Amend Article I, entitled "Name," by striking all of said article, and
substituting in lieu thereof the following:

"The name of this corporation shall be 'FARM BUREAU LIFE INSURANCE
COMPANY'."

Amend Article IV, entitled "Capital Stock," by striking all of said
article, and substituting in lieu thereof the following:

"The authorized capital stock of this corporation is Five Hundred Thousand
($500,000.00) Dollars, divided into ten thousand (10,000) shares, of which
amount four thousand (4,000) shares of the par value of Fifty ($50.00)
Dollars per share, amounting to Two Hundred Thousand ($200,000.00) Dollars,
is Common Stock, and six thousand (6,000) shares of the par value of Fifty
($50.00) Dollars per share, amounting to Three Hundred Thousand
($300,000.00) Dollars, is six (6%) per cent cumulative First Preferred
Stock.

The nature and definite extent and preferences and privileges granted each
class is, as follows:

Section 1. STOCK ISSUE CONDITIONS. No stock of this corporation shall be
issued until this corporation has received payment in full therefor the
selling price as fixed by the board of directors, which shall be not less
than par, in cash or property, providing, however, that when it is issued
for anything other than money it must be done in accordance with the
statutes in force at the time said stock shall be issued.

Sec. 2. COMMON STOCK. The Common Stock shall have a par value of Fifty
($50.00) Dollars per share, and the holders of record thereof shall be
entitled to one vote per share at all
<PAGE>

-2-

meetings of the stockholders. The Common Stock shall be issued to and
owned only by the Iowa Farm Bureau Federation and shall be issued from time
to time upon application by it and upon tender and payment of the purchase
price as fixed by the board of directors, which shall be not less than par.
The holders of record of the Common Stock shall be entitled to vote at all
meetings of the stockholders by a duly authorized representative or
representatives.

If, after providing for the payment of full dividends for any fiscal year
on the First Preferred Stock and for any balance that remains due on the
cumulative dividends of such First Preferred Stock, there shall remain any
surplus net earnings or profits not in the opinion of the board of
directors required for the operation of the business of this corporation or
for the payment of its liabilities, it shall be applicable to dividends
upon the Common Stock for such fiscal year when and as from time to time
the same shall be declared by the board of directors, which dividend shall
not be cumulative but shall only be paid as surplus net earnings or profits
are available and dividends are declared. Such dividends shall be ratable
in proportion to the number of shares of Common Stock issued and
outstanding until dividends have been declared and set apart for the Common
Stock to the extent of, but not in excess of, six (6%) per cent for any one
fiscal year.

No common stockholder shall be entitled to dividends unless it is a
stockholder of record at the time of the declaration of the same.

The Common Stock or any part thereof may be called, redeemed or retired at
the option and election of the board of directors at such time or times and
in such manner as it shall determine upon the payment of the purchase price
paid this corporation for each share, with accrued dividends, if any,
provided, however, that not less than thirty (30) days' prior notice of
such intention to retire or redeem such stock shall be given the holder of
such stock called for retirement or redemption in writing, post-paid, to
the last known address of such stockholder as shown by the books of this
corporation.

From and after the date fixed for such retirement or redemption all
dividends on the Common Stock thereby called for retirement or redemption
shall, unless this corporation shall default in the payment of the
redemption price, cease, and all rights of the holders thereof as Common
stockholders of this corporation, except the right to receive the
redemption price and accrued dividends, if any, shall cease and terminate.

In the event of the dissolution or winding up of the business and affairs
of this corporation, whether voluntary or involuntary, or in the event of
the sale of all of the assets of this corporation and the distribution of
the proceeds thereof, the Common stockholders of record shall, after the
First Preferred stockholders have received distribution and payment of the
full purchase price paid per share to this corporation, together with all
unpaid accrued dividends, for their shares,
<PAGE>

-3-

as provided in Section 4 of this Article, be entitled to receive
distribution of all of the remaining assets of this corporation in
proportion to the purchase price paid per share to this corporation by said
Common stockholder.

Sec. 3. EXCHANGE OF ISSUED AND OUTSTANDING COMMON STOCK. Within a
reasonable time after the adoption of this amended and substituted Article
IV of the Articles of Incorporation of this corporation, the board of
directors shall call the present issued and outstanding Common Stock of
this corporation as permitted in the Articles of Incorporation, as amended,
and give the thirty (30) days' notice to the holders of record of the
Common Stock owned by the Iowa Farm Bureau Federation as provided in
Section 3 of Article IV of this corporation's Articles of Incorporation, as
amended, and all of the shares of the Class A Common Stock issued and of
record in the name of the Iowa Farm Bureau Federation, as of the date of
the adoption of this amendment, shall be surrendered up to this corporation
and exchanged for such number of shares or fractional part thereof of the
Common Stock authorized by this amendment as the total amount paid by the
Iowa Farm Bureau Federation, at the purchase price of One and 50/100
($1.50) Dollars per share will pay for, at the rate of Seventy-five
($75.00) Dollars per share for said Common Stock.

Sec. 4. FIRST PREFERRED STOCK. The First Preferred Stock shall have a par
value of Fifty ($50.00) Dollars per share and shall have no voting
privileges, and the holders of record of the First Preferred Stock shall be
entitled to receive, when and as declared by the board of directors,
dividends from the net earnings of this corporation at the rate of six (6%)
per cent per annum, payable annually, when and as determined by the board
of directors. Such dividends shall be payable before any dividends shall
be paid on or set apart for the Common stockholders, and such dividends on
the First Preferred Stock shall be cumulative so that if at any dividend
period dividends at the rate of six (6%) per cent per annum should not have
been paid upon or set apart for the First Preferred Stock the deficiency
shall be fully paid on or set apart without interest before any dividends
shall be paid or declared upon the Common Stock. No first preferred
stockholder shall be entitled to dividends unless he is a stockholder of
record at the time of the declaration of the same.

The First Preferred Stock may be redeemed or retired in whole or in part,
at the election and option of the board of directors, at such time or times
as it shall determine at the purchase price paid per share with accrued
dividends, if any, provided, however, that not less than thirty (30) days'
prior notice of such intention to retire or redeem such stock shall be
given the holders of such stock so called for retirement or redemption by a
written notice post-paid to the last known address of such stockholders as
shown by the books of the corporation.

Except as provided in the preceding paragraph, no First Preferred
stockholders shall have any preferential right respecting the
<PAGE>

-4-

retirement or redemption of the shares of First Preferred Stock owned by
him, but in the event less than all of the outstanding shares of First
Preferred Stock are to be redeemed, such redemption may be made by lot or
pro rata or by designation of stockholder or holders in such manner and
basis as may be determined by the board of directors of this corporation.

From and after the date fixed for such redemption all dividends on the
First Preferred Stock thereby called for redemption shall, unless the
corporation shall default in the payment of the redemption price, cease,
and all rights of the holders thereof as stockholders of the corporation,
except the right to receive the redemption price and accrued dividends, if
any, shall cease and terminate.

In the event of the dissolution and winding up of the business of the
corporation, whether voluntary or involuntary, or in the event of the sale
of all of the assets of the corporation and the distribution of the
proceeds thereof, the holder of the First Preferred Stock shall be entitled
to be paid in full the purchase price paid per share to this corporation,
together with all unpaid dividends accrued on such shares, before any sum
whatsoever shall be paid in liquidation on account of the Common Stock, and
thereafter the holders of the Common Stock shall be entitled to the entire
remaining assets ratably in proportion to the shares issued and
outstanding.

Sec. 5. LIMITATION ON STOCKHOLDER DIVIDENDS. No cash dividend on the
capital stock of this corporation in excess of the amount required to
pay dividends at the rate of six (6%) per cent per annum on the par
value of the issued and outstanding First Preferred Stock shall be paid
in any calendar year prior to January 1, 1946, unless the capital of the
corporation, its surplus and contingency reserves shall aggregate ten
(10%) per cent or more of all other liabilities of the corporation, and
no cash dividend in excess of the amount required to pay dividends at
the rate of six (6%) per cent per annum on the par value of the issued
and outstanding First Preferred Stock shall be paid in any calendar year
between January 1, 1946 and January 1, 1951, unless the capital, surplus
and contingency reserves shall equal or exceed eight and one-half (8
1/2%) per cent of all other liabilities; nor shall any cash dividends in
excess of the amount required to pay dividends at the rate of six (6%)
per cent per annum on the par value of the issued and outstanding First
Preferred Stock to be paid on the capital stock in any calendar year
after January 1, 1951, unless the capital, surplus and contingency
reserves shall equal or exceed seven (7%) per cent of all other
liabilities.

No cash dividend in any one calendar year in excess of the amount required
to pay dividends at the rate of six (6%) per cent per annum, on the issued
and outstanding First Preferred Stock, shall be paid on the capital stock
unless the policyholders dividend scale of the corporation in effect for
said calendar year results in an average net cost equal to or less than the
average net cost to the ten legal reserve companies, other than
<PAGE>

-5-

the Farm Bureau Life Insurance Company, having the most insurance in force
in the State of Iowa as of the preceding December 31st.

For the purpose of this comparison the average net cost shall be
computed on the Whole Life Plan for ages at issue at 25, 35 and 45, and
for a policy issued in the amount of One Thousand ($1,000.00) Dollars, cost
for above ages shall be determined from the information provided annually
by recognized life insurance publications. Companies doing primarily a
mail order business or operating through lodges or as fraternal
organizations, as well as United States Government insurance, shall not be
included in the comparison.

Sec. 6. REGISTERED OWNER. This corporation shall be entitled to treat the
person or corporation in whose name any share of stock is registered as the
owner thereof for all purposes, and shall not be bound to recognize any
equitable right or claim to any interest in such share on the part of any
other person or corporation, whether or not the corporation shall have
notice thereof, save as expressly provided by the laws of the State of Iowa
or as may hereafter be provided.

Sec. 7. TRANSFER OF STOCK. The shares of First Preferred Stock and Common
Stock shall not be transferable.

Sec. 8. INCREASE OR DECREASE OF STOCK. From time to time any class of
stock may be increased or decreased as may be determined by vote of the
stockholders present at any annual or special meeting possessing voting
rights to the extent and in the manner provided by the statutes of the
State of Iowa and these Articles of Incorporation, and in event it is
determined to increase the amount of First Preferred Stock it shall not be
necessary to secure the consent of the holders of the First Preferred
Stock; provided, however, that no other class of stock shall be created
having preference over the First Preferred Stock as now authorized or as
may hereafter be authorized in respect to payment of dividends out of the
earnings or upon liquidation or dissolution unless the amendment
authorizing such change shall receive the affirmative vote of the holders
of not less than two-thirds (2/3) of the outstanding First Preferred Stock
voting as a class.

Sec. 9. All persons and/or corporations or associations who shall acquire
stock in this corporation shall acquire the same subject to the provisions
of these Articles of Incorporation, and shall, by their subscription
therefor and acceptance thereof, be bound by the said Articles of
Incorporation and any amendments thereto, and the By-Laws duly adopted
thereunder."

Amend Article V, by striking all of Section 1 thereof, and substituting
in lieu thereof the following:

"Section 1. The business and affairs of this corporation shall be managed
by a board of directors of not less than twelve (12)
<PAGE>

-6-

nor more than twenty-one (21), the exact number to be fixed and defined by
a by-law adopted by a two-thirds (2/3) vote of the stockholders entitled to
vote and present in person or represented by an authorized representative
at any regular or special meeting of the stockholders of this corporation,
and said by-law shall only be amended in the same manner as is provided
herein for its adoption."

Amend Article V, by striking all of Section 2 thereof, and substituting in
lieu thereof the following:

"Sec. 2. The board of directors shall be divided into two classes,
district directors and directors at large, and the district directors shall
be elected to serve for terms of three (3) years and until their successors
are elected and have qualified, and the directors at large shall be elected
to serve for terms of two (2) years and until their successors are elected
and have qualified. The terms of the directors shall be on a staggered
basis so that approximately one-half of the directors at large shall be
elected each year and approximately one-third of the district directors
shall be elected each year. The manner, method and procedure for the
nomination and election of directors shall be as defined and provided in a
by-law duly adopted by a two-thirds (2/3) vote of the stockholders entitled
to vote and present in person or represented by an authorized
representative at any regular or special meeting of the stockholders of
this corporation, and said by-law shall only be amended in the same manner
as is provided herein for its adoption."

Amend Article V, by striking all of Section 3 thereof, and substituting in
lieu thereof the following:

"Sec. 3. The following named persons shall, from and after the date of the
adoption of this Amendment to the Articles of Incorporation, as amended,
constitute the board of directors of this corporation, and shall serve for
a term expiring as of the date set opposite their names and until their
successors are elected and qualified, in accordance with the terms and
provisions of the By-Laws. At the annual meeting of the stockholders of
this corporation held in the year of 1959, and at each annual meeting
thereafter, there shall be elected such number of directors as terms expire
as of the date of such annual meeting, and such additional directors, if
any, as provided for in the By-Laws, to serve for the terms fixed in the
By-Laws of this corporation and until their successors are elected and
qualified.

Expiration Date
Name Address of Term
---- ------- ---------------

K. Howard Hill Minburn, Iowa November, 1959
Howard Waters Danville, Iowa November 21, 1958
Mrs. H. L. Witmer Tipton, Iowa November 21, 1958
Clarence Myers Blue Earth, Minn. November, 1959
Charles Marshall Avoca, Nebraska November, 1959
John Ingels Maynard, Iowa November 21, 1958
<PAGE>

-7-

Expiration Date
Name Address of Term
---- ------- ---------------

Wayne Keith Burt, Iowa November, 1960
LeRoy Getting Sanborn, Iowa November 21, 1958
Wesley Seymour Lakeview, Iowa November, 1959
Harvey Moeckly Polk City, Iowa November 21, 1958
Wayne J. Farmer Van Horne, Iowa November, 1959
James B. Helmick Rte. #2, Columbus
Junction, Iowa November, 1960
R. Edwin Allen Lucas, Iowa November, 1959
John Kenagy Rte. #3, Clarinda,
Iowa November, 1960

Amend Article V, by striking all of Section 4 thereof.

Amend Article V, by striking all of Section 5 thereof, and substituting in
lieu thereof as Section 4 the following:

"Sec. 4. Until the first annual meeting of the stockholders of this
corporation held after the adoption of this Amendment, and until their
successors are elected and qualified, the officers of this corporation
shall be:

Office Name Address
------ ---- -------

President: E. Howard Hill Minburn, Iowa
Vice-President: Howard Waters Danville, Iowa
Secretary: Kenneth Thatcher Des Moines, Iowa
Treasurer: D. B. Groves Des Moines, Iowa."

Amend Article V, by striking all of Section 6 thereof, and substituting in
lieu thereof as Section 5 the following:

"Sec. 5. The officers of this corporation shall be elected by the board of
directors immediately following each annual meeting and shall hold office
for such term or until their successors are elected and qualified, as shall
be provided for in the By-Laws."

Amend Article V, by striking the numbers of Sections 7, 8, 9, 10, 11, 12
and 13, and re-numbering as "Sections 6, 7, 8, 9, 10, 11 and 12,"
respectively.

Amend Article V, by striking all of Section 14 thereof, and substituting in
lieu thereof as Section 13 the following:

"Sec. 13. PROPORTIONATE REPRESENTATION. The holder or holders jointly or
severally, of not less than one-fifth (1/5) of the aggregate vote of the
Common Stock, but less than a majority of the vote represented by the
shares of such stock, shall be entitled to nominate to be elected directors
in accordance with these Articles of Incorporation. In the event such
nomination shall be made, there shall be elected, to the extent that the
total number to be elected is divisible, such proportionate
<PAGE>

-8-

number from the persons so nominated as the aggregate vote of the shares of
stock held by persons making such nominations bear to the whole of Common
shares issued; provided the holders of the minority shares of such stock
shall only be entitled to one-fifth (1/5) of the total number of directors
to be elected for each one-fifth of the entire voting capital stock of such
corporation so held by them. This section shall not be construed to
prevent the holders of a majority of the votes represented by said Common
Stock from electing a majority of the directors. Vacancies occurring from
time to time shall be filled so as to preserve and secure to such minority
and majority stockholders proportionate representation as herein provided."

Amend Article VI, by striking all of said Article and substituting in lieu
thereof as Article VI the following:

"Section 1. REGULAR ANNUAL MEETING. The first regular annual meeting of
the stockholders of this corporation shall be held in the year 1946 and all
subsequent annual meetings of the stockholders of this corporation shall be
held annually at such time and place and upon such notice as the board of
directors shall from time to time, fix and determine, provided such notice
is not less than ten days and such meeting shall be held at Des Moines,
Iowa.

Sec. 2. SPECIAL MEETINGS. Special meetings of the stockholders, except for
the election of directors, may be called at any time by the president, and
shall be called by the president or secretary of this corporation upon the
call of the board of directors by a resolution duly adopted so providing
and directing and notice thereof shall be given the stockholders by written
or printed notice stating the object, time and place of such meeting, and
shall be mailed to the last known address of each stockholder as shown by
the books and records of this corporation at least fifteen (15) days prior
to such meeting."

Sec. 3. VOTING PRIVILEGE. At all meetings of the stockholders each Common
stockholder shall be entitled to one vote for each share of stock owned and
held by him or it."

Amend Article IX, by striking all of said Article and substituting in lieu
thereof as Article IX the following:

"This corporation shall have a corporate seal and shall have inscribed
thereon 'Farm Bureau Life Insurance Company, Des Moines, Iowa, Corporate
Seal.'"

Amend Article X, by striking all of said Article and substituting in lieu
thereof as Article X the following:

"The board of directors may, at its pleasure, make and adopt By-Laws and
amend the same which do not conflict with the law of the Articles of
Incorporation, as amended from time to time,
<PAGE>

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or the By-Laws adopted by the stockholders. No amendment shall be made to
any By-Law which has been adopted by the stockholders unless the proposed
amendment or alteration has been filed in writing with the president and
with the secretary of the corporation not less than sixty (60) days prior
to the meeting at which the amendment is to be offered and voted upon."

CERTIFICATE

The President and Secretary of this corporation were duly authorized and
directed to sign, acknowledge, record, and do all things which are by law
required to execute, complete and carry into effect the within and foregoing
amendment to the Articles of Incorporation. We, E. Howard Hill and Kenneth
Thatcher, Chairman and Secretary, respectively, of said meeting, do hereby
certify the above to be a true and correct statement of the proceedings of the
stockholders at the above named meeting.

/s/ E. Howard Hill
---------------------------------
Chairman

/s/ Kenneth Thatcher
---------------------------------
Secretary

In conformity with the above resolution we, the President and Secretary,
respectively, of said corporation, have executed this instrument, and do hereby
sign and acknowledge the same for and on behalf of the said corporation this 1st
day of August, A. D., 1958.

/s/ E. Howard Hill
---------------------------------
President

/s/ Kenneth Thatcher
---------------------------------
Secretary

[STAMP]

[STAMP]
<PAGE>

-10-

STATE OF IOWA
SS.
COUNTY OF POLK

BE IT REMEMBERED, that on this 1st day of August, A. D., 1958, before me, a
Notary Public in and for said county and state, personally appeared E. Howard
Hill and Kenneth Thatcher, each being to me personally known, who being by me
duly sworn did say, that they are the President and Secretary, respectively, of
the Iowa Life Insurance Company, and that the foregoing instrument was signed
and sealed on behalf of said corporation by authority of its stockholders, and
that they acknowledge said instrument to be the voluntary act and deed of said
corporation, by them voluntarily executed.

/s/
---------------------------------
Notary Public in and for
POLK COUNTY, IOWA

[SEAL]

<PAGE>

Exhibit 6 (b)
By-Laws of the Company

Adopted ANNUAL MEETING
May 28, 1969

AMENDED AND SUBSTITUTED BY-LAWS
OF
FARM BUREAU LIFE INSURANCE COMPANY

ARTICLE I

CORPORATE NAME, LOCATION AND PURPOSE

Section 1. NAME. The name of this corporation shall be FARM BUREAU LIFE
INSURANCE COMPANY.

Section 2. LOCATION. The location of its principal or home office shall
be in Des Moines, Iowa.

Section 3. POWERS, OBJECTS AND PURPOSES. The corporate powers, objects
and purposes of this corporation are such as are provided in Article III of the
Articles of Incorporation of this corporation.

ARTICLE II

CORPORATE PERIOD

Section 1. CORPORATE PERIOD. The corporate period of this corporation
commenced on the 30th day of October, 1944, and shall have perpetual existence
thereafter unless changed as by law and the Articles of Incorporation required.

ARTICLE III

STOCK AND STOCKHOLDERS

(Authorized Capital- Eligibility to own stock- Conditions, etc.)

Section 1. AUTHORIZED CAPITAL. The authorized capital stock of this
corporation is Five Hundred Thousand Dollars ($500,000), divided into ten
thousand (10,000) shares, of which amount four thousand (4,000) shares of the
par value of Fifty Dollars ($50) per share, amounting to Two Hundred Thousand
Dollars ($200,000), is Common Stock, and six thousand (6,000) shares of the par
value of Fifty Dollars ($50) per share, amounting

<PAGE>

to Three Hundred Thousand Dollars ($300,000), is seven and one-half per cent (7
1/2%) cumulative First Preferred Stock.

Section 2. COMMON STOCK. The Common Stock shall have a par value of Fifty
Dollars ($50) per share, and the holders of record shall be entitled to one vote
per share at all meetings of the stockholders. The Common Stock shall be issued
to and owned only by the Iowa Farm Bureau Federation and shall be issued from
time to time upon application by it and upon tender of the purchase price as
fixed by the Board of Directors, which shall be not less than par. The holders
of record of the Common Stock shall be entitled to vote at all meetings of the
stockholders by a duly authorized representative or representatives.

If, after providing for the payment of full dividends for any fiscal year
on the First Preferred Stock and for any balance that remains due on the
cumulative dividends of such First Preferred Stock, there shall remain any
surplus net earnings or profits not in the opinion of the Board of Directors
required for the operation of the business of this corporation or for the
payment of its liabilities, it shall be applicable to dividends upon the Common
Stock for such fiscal year when and as from time to time the same shall be
declared by the Board of Directors, which dividends shall not be cumulative but
shall only be paid as surplus net earnings or profits are available and
dividends are declared. Such dividends shall be ratable in proportion to the
number of shares of Common Stock issued and outstanding until dividends have
been declared and set apart for the Common Stock to the extent of, but not in
excess of, seven and one-half (7 1/2 %) for any one fiscal year.

No Common stockholder shall be entitled to dividends unless it is a
stockholder of record at the time of the declaration of the same.

It is callable at the option of the Board of Directors at the selling
price, together with accrued dividends, if any, on thirty (30) days' prior
notice as provided in the Articles of Incorporation.

(b) FIRST PREFERRED STOCK. The holders of the First Preferred Stock shall
be entitled to receive when and as declared by the Board of Directors, dividends
from the net earnings of this corporation at the rate of seven and one-half per
cent (7 1/2 %) per annum on the par value, payable annually when and as
determined by the Board of Directors. Such dividends shall be payable before
any dividends shall be paid on or set apart for the common stockholders, and
shall be fully paid or set apart before any dividends shall be paid or declared
upon the Common Stock. It is to be sold at par and one-half per share,
one-third of which selling price shall be contributed surplus. It is callable
at the option of the Board of Directors at the selling price, together with any
accrued dividends, if any, on a thirty (30) day's prior notice, as provided in
the Articles of Incorporation. No first preferred stockholder shall be entitled
to dividends unless he or it is a stockholder of record at the time of the
declaration of the same.

<PAGE>

Section 3. LIMITATION ON DIVIDENDS. No cash dividends on the capital
stock of the corporation in excess of the amount required to pay dividends at
the rate of six per cent (6%) per annum on the par value of the issued and
outstanding First Preferred Stock shall be paid in any calendar year prior to
January 1, 1946, unless the capital of the corporation, its surplus and
contingency reserves, shall aggregate ten per cent (10%) or more of all other
liabilities of the corporation, and no cash dividend in excess of the amount
required to pay dividends at the rate of six per cent (6%) per annum on the par
value of the issued and outstanding First Preferred Stock, shall be paid in any
calendar year between January 1, 1946 and January 1, 1951, unless the capital
surplus and contingency reserves shall equal or exceed eight and one-half (8
1/2%) of all other liabilities, nor shall any cash dividends in excess of the
amount required to pay dividends at the rate of seven and one-half per cent (7
1/2%) per annum on the par value of the issued and outstanding First Preferred
Stock be paid on the capital stock in any calendar year after January 1, 1951,
unless the capital surplus and contingency reserves shall equal or exceed seven
per cent (7%) of all other liabilities.

No cash dividend in any one calendar year in excess of the amount required
to pay dividends at the rate of seven and one-half per cent ( 7 1/2%) per annum,
on the issued and outstanding First Preferred Stock, shall be paid on the
capital stock unless the policyholders' dividend scale of the corporation in
effect for said calendar year results in an average net cost equal to or less
than the average net cost to the ten legal reserve companies other than the Farm
Bureau Life Insurance Company, having the most insurance in force in the State
of Iowa as of the preceding December 31st.

For the purpose of this comparison the average net cost shall be computed
on the Whole Life Plan for ages at issued 25, 35, and 45, and for a policy
issued in the amount of One Thousand Dollars ($1,000). Cost for the above ages
shall be determined from the information provided annually by recognized life
insurance publications. Companies doing primarily a mail order business or
operating through lodges or as fraternal organizations, as well as United States
Government Insurance, shall not be included in the comparison.

Section 4. REGISTERED OWNER. This corporation shall be entitled to treat
the person or corporation in whose name any share of stock is registered as the
owner thereof for all purposes, and shall not be bound to recognize any
equitable right or claim to any interest in such share on the part of any other
person or corporation, whether or not the corporation shall have notice thereof,
save as expressly provided by the laws of the State of Iowa or as may hereafter
be provided.

Section 5. TRANSFER OF STOCK. The shares of First Preferred Stock and
Common Stock shall be transferable.

Section 6. STOCKHOLDERS' CONTRACTS. All persons who shall acquire stock
in this corporation shall acquire the same subject to the provisions of the
Articles of Incorporation and these By-Laws, and by the acceptance of a
certificate or certificates

<PAGE>

of stock in said corporation, agree to be bound by the Articles of Incorporation
and By-Laws and all amendments thereto.

Section 7. ISSUANCE OF STOCK. So long as Chapter 492, Code of Iowa, 1966,
is the law of the State of Iowa, no stock of this corporation shall be issued
until this corporation has first received payment in full therefor at par, in
cash or property, provided, however, that when stock is issued for anything
other than money, it must be in accordance with the statutes of the State of
Iowa in force at the time said stock is issued.

ARTICLE IV

MEETINGS OF STOCKHOLDERS

Section 1. ANNUAL MEETING. The first regular annual meeting of the
stockholders of this corporation shall be held in the year of 1946 and all
subsequent annual meetings of the stockholders of this corporation shall be held
annually at Des Moines, Iowa, at such time and place as the Board of Directors
shall fix and determine, provided not less than ten (10 ) days' notice in
writing is given each stockholder entitled to vote, by mailing the same to his
last known address.

Section 2. SPECIAL MEETINGS. Special meetings of the stockholders, except
for the election of directors, may be called at any time by the president, and
shall be called by the president or secretary of this corporation upon the call
of the Board of Directors by a resolution duly adopted so providing and
directing and notice thereof shall be given the stockholders by written or
printed notice stating the object, time and place of such meeting, and shall be
mailed to the last known address of each stockholder, as shown by the books and
records of this corporation at least fifteen (15) days prior to such meeting.

Section 3. VOTING PRIVILEGE. At all meetings of the stockholders each
Common stockholder shall be entitled to one vote for each share of stock owned
and held by him or it.

Section 4. QUORUM. At annual and special meetings of the stockholders,
the stockholders of this corporation represented in person or by duly authorized
representative shall constitute a quorum at all meetings of the stockholders.

Section 5. ORDER OF BUSINESS. The order of business at all stockholders'
meetings insofar as possible and appropriate shall be as follows:

a. Call of Roll.
b. Reading and disposing of any unapproved minutes.
c. Reports of officers and committees.
d. Unfinished business.
e. New business.

<PAGE>

f. Election of directors.
g. Adjournment.

ARTICLE V

(Stockholders' By-Law)

BOARD OF DIRECTORS

(Classification - Qualification - Nomination - Terms and Election)

Section 1. MANAGEMENT. The business and affairs of this corporation shall
be managed by a Board of Directors of not less than twelve (12) nor more than
twenty-one (21), divided into two classes, district directors and directors at
large, and the district directors shall be elected to serve for terms of three
(3) years and until their successors are elected and qualified, and the
directors at large shall be elected to serve for terms of two (2) years and
until their successors are elected and qualified.

Section 2. NUMBER, QUALIFICATION AND ELECTION OF DIRECTORS. The board of
directors shall be constituted, as follows: There shall be twelve (12)
directors who shall be residents of the State of Iowa and active members of the
board of directors of the Iowa Farm Bureau Federation, nine (9) of whom shall be
district directors, and three (3) of whom shall be directors at large elected to
serve for a term of two (2) years and until their successors are elected and
qualified; plus one (1) director at large elected to serve for a term of two (2)
years and until his successor is elected and qualified from each state, other
than the state of the domicile of the corporation, in which this corporation is
licensed and authorized to transact and conduct its insurance business, other
than for the purpose of investments or reinsurance, who shall be an active
member of the board of directors of the Farm Bureau corporation of each such
state; at such time as the premium volume in any state other than the state of
domicile equals or exceeds one-sixth (1/6) of the premium volume in Iowa, such
other state shall be entitled to one (1) district director and shall be further
entitled to an additional district director each time such state attains an
additional premium volume equal to one-twelfth (1/12) of the premium volume in
Iowa. The number of district directors in each such state, if any, shall be
reduced whenever the premium volume in such state is less than the premium
volume required above to attain such director and the difference is greater than
one twenty-fourth (1/24) of the premium volume in Iowa. Adjustments in the
number of district directors shall be made at the time of the regular annual
meeting of this corporation based upon premium volume defined as the
direct-business premiums and annuity considerations received less dividends
allowed in the preceding fiscal year. In the event there is to be a downward
adjustment in board representation, as provided for above, then and in that
event the board of directors' nominating committee for such state, as
hereinafter provided for, shall determine and designate which district director
or directors are to be continued in office and the board of directors upon
receiving such determination and designation shall forthwith accept the
resignation of the board member who is not continuing, said resignation to be
effective as of the date of the

<PAGE>

board meeting held in connection with the annual meeting of the company, and in
the event said board of directors' nominating committee for said state fails to
act and so designate then and in that event the board of directors shall accept
the resignation of the district director from said state whose term has the
least number of years to run, and if there be more than one such district
director, then said terminating director shall be chosen by lot among them. All
district directors shall be elected to serve for a term of three (3) years and
until their successors are elected and qualified from districts and in the
manner hereinafter in these ByLaws provided, except that a district director
newly qualified from a state, other than the state of domicile of this
corporation, may at the discretion of the nominating committee of his state, be
elected for a term of one (1) or two (2) years in order to provide for staggered
terms of district directors from said state.

Each district director must be an active member of the board of directors
of the Farm Bureau corporation of his state of residence and whenever he ceases
to be a director of the board of directors of such state Farm Bureau
corporation, there shall be a vacancy in the office of director of this
corporation.

Section 3. DISTRICTS DEFINED.

(a) The State of Iowa shall be divided into nine (9) districts numbered
from one (1) to nine (9), which districts shall be defined, as follows:

DISTRICT 1- Alameda, Black Hawk, Bremer, Buchanan, Chickasaw, Clayton,
Delaware, Dubuque, Fayette, Howard, Winneshiek;

DISTRICT 2- Butler, Cerro Gordo, Floyd, Franklin, Hancock, Humboldt,
Kossuth, Mitchell, Winnebago, Worth, Wright;

DISTRICT 3- Cherokee, Clay, Buena Vista, Dickinson, Emmet, Lyon, O'Brien,
Osceola, Palo Alto, Plymouth, Pocahontas, Sioux;

DISTRICT 4- Audubon, Calhoun, Carroll, Crawford, Guthrie, Harrison, Ida,
Monona, Sac, Woodbury, Shelby;

DISTRICT 5- Boone, Dallas, Greene, Grundy, Hamilton, Hardin, Jasper,
Marshall, Polk, Story, Webster;

DISTRICT 6- Benton, Cedar, Clinton, Iowa, Jackson, Johnson, Jones, Linn,
Poweshiek, Scott, Tama;

DISTRICT 7- Davis, Des Moines, Henry, Jefferson, Lee, Louisa, Keokuk,
Muscatine, Van Buren, Wapello, Washington;

DISTRICT 8- Appanoose, Clarke, Decatur, Lucas, Mahaska, Marion, Monroe,
Madison, Warren, Wayne;

<PAGE>

DISTRICT 9- Adams, Adair, Cass, Fremont, Mills, Montgomery, Pottawattamie,
Page, Ringgold, Taylor, Union.

(b) DISTRICTS DEFINED IN STATES OTHER THAN THE STATE OF THE DOMICILE OF
THIS CORPORATION. On and after the date any state, other than the
state of the domicile of this corporation, is entitled to one (1)
district director, said state shall constitute one (1) district, and
when such state is entitled to more than one district director as
herein provided said state may, if its nominating committee so
determines, divide itself into such number of districts as there are
district directors, or, in the alternative, said state may elect its
district directors on a state-wide basis and said directors shall
serve for the same terms as all other district directors. When a
state, other than the state of domicile of this corporation, is
entitled to an additional director, as hereinbefore provided, the
secretary of this corporation shall in writing so advise the
nominating committee of said state (the board of directors of the
state Farm Bureau corporation) and said committee shall then nominate
an eligible person, as defined in this Article, and file in writing
with the secretary of this corporation the name of such nominee
properly certified in the manner and in accordance with the terms of
Section 4 of this Article. The Board of Directors of this corporation
shall at its next meeting elect said nominee as a district director of
this corporation to serve until the next regular annual meeting of
this corporation and until his successor is elected and qualified.

SECTION 4. NOMINATION OF DIRECTORS- NOMINATING COMMITTEES. The Board of
Directors of the state Farm Bureau corporation of the state of the domicile of
this corporation and of any other state in which this corporation is licensed
and is authorized to transact its insurance business shall each, respectively,
constitute and be a stockholders' nominating committee for each state. Each
such state's nominating committee shall nominate the person or persons who are
eligible and qualified to be elected as directors of this corporation from such
state, as hereinbefore provided, and shall submit and file in writing with the
secretary of this corporation the names of such nominees, including the name of
the nominee, if any, who has been nominated and elected by the Board of
Directors as a district director since the date of the last annual meeting of
the stockholders of this corporation, not less than thirty (30) days prior to
the date of the meeting of the stockholders of this corporation at which they
are to be elected, and the secretary of this corporation shall submit the names
of such nominees to a nominating committee appointed by the president of this
corporation which said committee shall report and submit to the stockholders for
election only the names of those so nominated, if eligible, and no one else
shall be eligible for election to the Board of Directors of this corporation.

Section 5. MEMBERS OF BOARD OF DIRECTORS. The following named persons
shall constitute the Board of Directors of this corporation and shall serve for
the terms set opposite their names and until their successors are elected and
qualified. At the annual meeting of the stockholders of this corporation to be
held in the year 1970, and at each annual meeting thereafter, there shall be
elected such number of district directors as

<PAGE>

terms expire as of the date of such annual meeting for a term of three (3) years
and until their successors are elected and qualified, and such number of
directors at large as terms expire as of the date of such annual meeting for a
term of two (2) years and until their successors are elected and qualified.

(Directors at Large)

Name Address Expiration Date of Term
---- ------- -----------------------

J. Merrill Anderson RFD #1, Newton, Iowa 1970
Dean Kleckner Rudd, Iowa 1971
Mrs. Herbert Johnson RFD #1, Charles City, Iowa 1971
P. Dillon Hempstead Houston, Minnesota 1970
Roland G. Nelson Mead, Nebraska 1970
Kenneth McIntyre Harwood, North Dakota 1971

(District Directors)

District Name Address Expiration Date of Term
- -------- ---- ------- -----------------------
1 K. H. Hoppenworth RFD #1, Tripoli, Iowa 1971
2 Edward Engstrom RFD #1, Kanawha, Iowa 1970
3 Lyle R. Stephens LeMars, Iowa 1971
4 T. Selmer Hodne Box 103, Manilla, Iowa 1972
5 R. N. Burt RFD #1, Marshalltown, Iowa 1971
6 Robert Joslin RFD #2, Clarence, Iowa 1972
7 Fred Holsteen RFD #1, West Point, Iowa 1970
8 Lawrence W. Everett RFD, New Sharon, Iowa 1972
9 William E. McGrew Emerson, Iowa 1970

Section 6. ELIGIBILITY OF OFFICERS. No person shall be eligible to be
elected by the Board of Directors of this corporation to the offices of
president and vice-president of this corporation unless he is a resident of the
State of Iowa, an active member of the board of directors of the Iowa Farm
Bureau Federation. No person shall be eligible to be elected by the Board of
Directors of this corporation to the offices of secretary and treasurer of this
corporation unless he is a resident of the State of Iowa and the active
secretary and active treasurer of the Iowa Farm Bureau Federation.

Section 7. MEETINGS. The regular organization meeting of the Board of
Directors shall be held immediately after each annual meeting of the
stockholders, or as soon thereafter as a quorum of the Board of Directors can
be obtained for the election of officers and the transaction of any other
business which may properly be brought before the meeting and no notice of said
organization meeting shall be required.

Regular meetings of the Board of Directors shall be held quarterly at such
time and place and upon such notice as the directors may fix by resolution.
Special

<PAGE>

meetings may be called upon the order of the president. Notice of the time,
place and purpose of special meetings shall be given at least two (2) days
previous thereto by oral or written notice delivered personally or mailed to the
several directors at their last known address. Any director may waive notice of
any meeting of the Board of Directors. The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting.

Section 8. QUORUM. A majority of the entire number of the Board of
Directors shall constitute a quorum of the board for the transaction of business
at any meeting of the Board of Directors. A majority vote of the members
present in quorum shall determine any matters not herein or in the Articles and
ByLaws requiring a different vote. If less than a majority of the directors may
be present at any meeting, a majority of the members present may adjourn the
meeting from time to time without further notice.

Section 9. VACANCIES. The Board of Directors shall fill all vacancies
occurring in its membership and that of the officers of this corporation by the
election of a person eligible to serve as such, as in these ByLaws authorized
and provided, and a director or officer so elected to fill a vacancy shall serve
for the unexpired term of the director or officer whose vacancy he was elected
to fill and/ or until his successor is elected and qualified. Whenever a member
of the Board of Directors of this corporation ceases to be eligible by reason of
the termination of his membership as an active member of the Board of Directors
of the Iowa Farm Bureau Federation , or of a state Farm Bureau corporation of a
state in which this corporation is licensed and authorized to transact its
insurance business, there shall be a vacancy in the office of said director as a
member of the Board of Directors of this corporation, and the Board of Directors
of this corporation shall fill such vacancy by electing the person nominated and
eligible to be elected as a director of this corporation, as in these ByLaws
provided, to serve until the next regular annual meeting of the stockholders of
this corporation and until his successor is elected and qualified, and his name
shall be placed in nomination for election as a director of this corporation by
the nominating committee and elected to serve for the remainder of a two-year
term if a director at large, and a three-year term if a district director, and
until his successor is elected and qualified.

Section 10. This Article V of the ByLaws of this corporation is a bylaw
adopted by the stockholders of this corporation in accordance with the laws of
this state and the Articles of Incorporation, as amended, of this corporation,
and may be amended only as authorized and provided in Article XI of these
ByLaws.

ARTICLE V-A

BOARD OF DIRECTORS- GENERAL PROVISIONS

Section 1. RULES AND REGULATIONS. The Board of Directors may from time
to time adopt rules and regulations and such rules and regulations shall
constitute by

<PAGE>

reference a part of these ByLaws, and shall be binding upon the stockholders of
this corporation and upon anyone doing business with this corporation.

Section 2. COMMITTEES.

(a) AUDIT AND BUDGET. The audit and budget committee shall consist of
three (3) members who shall be members of the Board of Directors and shall be
appointed by the president and approved by the Board of Directors. The chairman
thereof shall be designated by the president. This committee shall review at
periodic intervals, all receipts received and all disbursements made from the
funds of the corporation and perform such other duties as may be delegated to it
by the Board of Directors.

(b) INVESTMENT. The investment policy of the corporation shall be
determined by the Board of Directors, which shall have the power to determine
the classes of investments and the percentage of investment to be made within
each of said classifications, subject to and in accordance with the provisions
of Section 515.35, Code of Iowa, 1966. The investment committee shall consist
of the president, secretary, treasurer, general counsel and the general manager
of the corporation, all of whom shall serve by virtue of their office. The
president shall serve as chairman of said committee and in the absence of the
president, those present shall designate an acting chairman. The committee
shall elect its secretary. The secretary of the committee shall keep a complete
record of the proceedings thereof. The investment committee shall make a report
to the Board of Directors each month, which report shall show the investments
purchased, sold or retired during the month immediately preceding, and in
addition, said committee shall, annually, make a full report to the Board of
Directors, covering all investment activities with particular reference to
purchases and sales during the preceding fiscal year. The Board of Directors
may call for special reports on investments at any time they so desire.

The investment committee shall have the duty and the power to authorize and
direct the mode, manner and time of making and calling in investments, and the
sale or transfer of investments and the reinvestment of the proceeds thereof,
and to examine all funds and securities as often as they deem necessary or when
required to do so by the Board of Directors. The investment committee shall
have the duty and authority from time to time and whenever necessary to
authorize the execution of all contracts, deeds, conveyances and any other
instruments of the corporation necessary for the assignment, transfer and sale
of investments of the corporation requiring corporate signature. A majority of
the members of the committee shall constitute a quorum. There shall also be a
purchasing committee, which said committee shall consist of this corporation,
all of whom shall serve by virtue of their office. The treasurer shall serve as
chairman of said committee and in the absence of the treasurer, those present
shall designate an acting chairman. The purchasing committee shall select its
secretary who shall keep a complete record of the proceedings thereof. The
purchasing committee shall have the same power and authority, relative to the
handling, acquisition and disposition of investments of every kind and nature,
coextensive with the investment committee. A majority of the members of the
committee shall constitute a quorum. The

<PAGE>

purchasing committee shall make a detailed report to the investment committee
quarterly, covering the activities of the purchasing committee for the preceding
three months' period.

The investment of the funds of the corporation and the deposit of the
reserve on all policies and contracts issued by the corporation shall comply
with the laws of the State of Iowa.

Section 3. FIDELITY BONDS. The Board of Directors shall require the
officers, agents and employees having custody of any of its funds or property to
give the corporation a bond conditioned for the faithful discharge of the duties
of such person and in such amount and with such company as surety as the Board
of Directors shall require or approve. The cost of such bond shall be borne by
the corporation.

Section 4. AUDITS. The Board of Directors shall have an annual audit made
of the records of the corporation for submission to the members at the annual
meeting. The Board of Directors may have other audits made from time to time
whenever they shall deem such additional audits necessary.

ARTICLE VI

OFFICERS

(Officers - Election - Term - Duties)

Section 1. OFFICERS. The officers of this corporation shall be a
president, vice president, secretary and treasurer, and the office of secretary
and treasurer may be held by the same person. The Board of Directors may also
elect or appoint a general manager, an assistant general manager, assistant
secretaries, an assistant treasurer, a general counsel, an assistant general
counsel, an underwriting secretary, a medical director, an actuary and such
other officers as the interests of the company may require. The Board of
Directors shall have power to prescribe additional powers and duties for the
officers and employees herein provided for, and to change such powers and duties
whenever the board may deem best.

Section 2. ELECTION AND TERM OF OFFICE. The president, vice president,
treasurer, and secretary shall be elected at the organization meeting of the
Board of Directors and all other officers shall be appointed or elected at such
time as the Board of Directors in its discretion shall determine. The term of
office of the president, vice president, treasurer and secretary shall be for
one (1) year, or until their successors are elected and qualified. The term of
office of all other elected or appointed officers shall be at the will and
pleasure of the Board of Directors.

Section 3. DUTIES OF OFFICERS.

<PAGE>

(a) PRESIDENT. The president shall preside over all meetings of the Board
of Directors and meetings of the stockholders; shall execute personally or
through an agent duly authorized by the Board of Directors, in behalf of the
corporation, all contracts, deeds or other instruments which have been approved
by the Board of Directors; shall be a member ex-officio of all committees of the
Board of Directors; and shall have general supervision and administrative
control over all of the affairs of the corporation.

(b) VICE PRESIDENT. In the absence or the inability or disability of the
president, or his refusal to act, his duties shall devolve upon and be
discharged by the vice president.

(c) SECRETARY. The secretary shall be the custodian of all books, papers,
records, documents, official seal and property of the corporation, except as
otherwise authorized by the Board of Directors. He shall conduct by himself or
through such assistant secretaries and other subordinates such business as shall
be authorized by the Board of Directors; he shall serve or cause to be served,
printed and published, such notice as shall be required by law, by these ByLaws
and by resolutions of the Board of Directors; he shall keep the corporate
records, carry on all proper correspondence and shall act as secretary in the
meetings of the stockholders and the Board of Directors, and shall perform such
other administrative duties as shall be assigned to him from time to time by the
Board of Directors.

(d) TREASURER. The treasurer shall have charge of the funds of the
corporation and shall pay them out as ordered by the Board of Directors. He
shall keep an accurate account of receipts and disbursements and submit a
monthly report thereof to the Board of Directors at their regular meeting and
oftener as required; he shall also give a full and complete report at the annual
meeting of the stockholders.

(e) GENERAL MANAGER. Subject to the business and administrative policies
adopted by the Board of Directors from time to time and under the supervision
and direction of the Iowa Farm Administrative Board, the corporate manager, the
general manager shall be responsible for the supervision and direction of the
business and affairs of this corporation and its employees and agents.

(f) ASSISTANT GENERAL MANAGER. The assistant general manager shall, in
the absence of the general manager, perform the duties of the general manager;
he shall at other times have such duties and authority as shall be delegated to
him and shall assist the general manager and be subject to the supervision and
direction of the general manager.

(g) ASSISTANT SECRETARY. The assistant secretary or secretaries shall
perform the duties of the secretary in the absence of the secretary and shall
perform such other duties as may from time to time be required by the Board of
Directors.

(h) ASSISTANT TREASURER. Such of the powers and duties vested in the
treasurer may be delegated by the Board of Directors to an assistant treasurer
or assistant

<PAGE>

treasurers as the Board of Directors in its discretion may deem necessary or
desirable. The assistant treasurer or assistant treasurers shall be vested only
such powers and duties as are so delegated. Assistant treasurers shall, in the
performance of their duties as delegated, be subject to the direction,
supervision and control of the treasurer.

(i) GENERAL COUNSEL. The general counsel, subject to the supervision of
the Board of Directors, shall be responsible for all matters of legal import
concerning the company.

(j) ASSISTANT GENERAL COUNSEL. The assistant general counsel shall, in
the absence of the general counsel, perform the duties of the general counsel;
he shall at other times have such duties and authority as shall be delegated to
him and shall assist the general counsel and be subject to the supervision and
direction of the general counsel.

(k) UNDERWRITING SECRETARY. It shall be the duty of the underwriting
secretary to have general supervision of the underwriting and acceptance of
risks and applications for insurance. No policy shall be issued unless the
application shall have first been approved by either the Underwriting Secretary
or an underwriter designated by him.

(l) MEDICAL DIRECTOR. It shall be the duty of the medical director to
have general supervision of medical underwriting and he shall be under the
general supervision of the underwriting secretary. He shall have supervision
over all medical examiners and cause to be kept such records as may be required
by the business of the company, and perform such other duties relating to the
underwriting of the company as shall from time to time be delegated to him.

(m) ACTUARY. The actuary shall be directly responsible to the general
manager and through him to the Iowa Farm Administrative Board, and through it to
the Board of Directors of this corporation for the performance and carrying out
of his responsibilities. It shall be the duty of the actuary to supervise the
compilation of all statistics and calculation of premium rates and the
allocation and distribution of surplus, and the performance of such other duties
as shall be assigned to him from time to time by the general manager.

ARTICLE VII

Section 1. KINDS OF INSURANCE. The Board of Directors shall determine the
kinds of insurance and the nature of the risks to be covered, subject and
pursuant to the provisions of the Articles of Incorporation, as amended, and the
applicable laws of the State of Iowa.

Section 2. FORM OF POLICIES. The policies of insurance issued by the
company shall be in such form and upon such terms and conditions as may be
determined and authorized by the Board of Directors.

<PAGE>

Section 3. PREMIUM. The Board of Directors shall fix the amount of the
premium and valuations for each policy and contract of insurance, with said
premiums to be paid monthly, quarterly, semi-annually or annually.

Section 4. REINSURANCE. The company may contract for reinsurance on its
own risks and may make and issue reinsurance contracts on the risks of others.
Such contracts may be on a participating or on a non-participating basis and may
be with or without contingent liability.

ARTICLE VIII

FISCAL YEAR

Section 1. FISCAL YEAR. The fiscal year of the company shall commence
with the first day of January of each year and terminate with the 31st day of
December each year.

ARTICLE IX

CORPORATE SEAL

Section 1. CORPORATE SEAL. The corporate seal of the corporation shall be
in the form of a circle and shall have inscribed therein the name of the
corporation and the words "Corporate Seal, Iowa."

ARTICLE X

EMPLOYEES

Section 1. EMPLOYEES. No person who is a member of the Board of
Directors, other than the president, and no person who is a relative of any
member of the Board of Directors or any officer of this corporation shall be
eligible for employment by the corporation.

ARTICLE XI

(Stockholders' By-Law)

AMENDMENTS TO BY-LAWS

Section 1. AMENDMENTS TO BYLAWS. The Board of Directors may, at its
pleasure, make and adopt ByLaws and amend the same which do not conflict with
the law or the Articles of Incorporation, as amended from time to time, or the
ByLaws adopted by the stockholders. No amendment shall be made to any ByLaw
which has been adopted by the stockholders unless the proposed amendment or
alteration has been filed in writing

<PAGE>

with the president and with the secretary of the corporation not less than sixty
(60) days prior to the meeting at which the amendment is to be offered and voted
upon.

<PAGE>

AMENDMENTS TO THE
AMENDED AND SUBSTITUTED BY-LAWS
OF
FARM BUREAU LIFE INSURANCE COMPANY

Adopted August 26, 1975

AMEND ARTICLE I of the By-Laws, entitled CORPORATE NAME, LOCATION AND
PURPOSES, by striking Section 2 thereof in its entirety and by substituting in
lieu thereof the following:

"Section 2. LOCATION. The location of its principal or home office shall
be in West Des Moines, Polk County, Iowa."

AMEND ARTICLE IV, entitled MEETINGS OF STOCKHOLDERS, by striking Section 1
in its entirety and by substituting in lieu thereof the following:

"Section 1. REGULAR ANNUAL MEETING. The regular annual meeting of the
stockholders and of this corporation held in the year 1975, and all subsequent
annual meetings of the stockholders of this corporation shall be held annually
at such time and place and upon such notice as the Board of Directors shall from
time to time fix and determine. Such notice shall be given in writing and
mailed to the stockholders' last known address as shown by the books and records
of the corporation not less than ten (10) days prior to such meeting, informing
the stockholders of the place, date and hour of said stockholders' meeting, and
said meeting shall be held in West Des Moines, Iowa, or at such other place in
Polk County, Iowa, as the Board of Directors may fix and determine, providing
notice of any such meeting at a place other than West Des Moines, Iowa, shall be
given to the stockholders in writing and mailed to the stockholders' last known
address as shown by the books and records of the corporation at least twenty
(20) days prior to such meeting, informing the stockholders of the place, date
and hour of said stockholders' meeting."

AMEND ARTICLE V-A, entitled BOARD OF DIRECTORS - GENERAL PROVISIONS, by
striking Section 2(a) in its entirety and by substituting in lieu thereof the
following:

"(a) BUDGET AND FINANCE. The budget and finance committee shall consist
of three (3) members who shall be members of the Board of Directors and shall be
appointed by the president and approved by the Board of Directors. The chairman
thereof shall be designated by the president. This committee shall review at
periodic intervals, all receipts and all disbursements made from the funds of
the corporation and perform such other duties as may be delegated to it by the
Board of Directors."

FURTHER AMEND ARTICLE V-A, by striking from Section 2(b), entitled
INVESTMENT, the figures and words "515.35, Code of Iowa, 1966" appearing in line
five thereof and by substituting in lieu thereof the figures and words "511.8,
Code of Iowa, 1975."

<PAGE>

AMEND ARTICLE IX, entitled CORPORATE SEAL, by striking said Article in its
entirety and by substituting in lieu thereof the following:

"ARTICLE IX

CORPORATE SEAL

Section 1. CORPORATE SEAL. The corporation shall have a corporate seal
and shall have inscribed thereon, 'Farm Bureau Life Insurance Company, Corporate
Seal, Iowa.'"

<PAGE>

AMENDMENT TO
AMENDED AND SUBSTITUTED BY-LAWS
FARM BUREAU LIFE INSURANCE COMPANY

26 November, 1975

ARTICLE XII

INDEMNIFICATION - OFFICERS, DIRECTORS AND EMPLOYEES

This corporation shall make indemnification to the following extent and
under the following circumstances:

a. To indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right or the corporation) by reason of the fact that
he is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
enterprise, against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

b. To indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of this duty to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

<PAGE>

c. To the extent that a director, officer, employee, or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in paragraphs "a" and "b," or in
defense of any claim, issue, or matter herein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred
by him in connection therewith.

d. Any indemnification under paragraphs "a" and "b" (unless ordered by a
court") shall be made by the corporation only as authorized in the specific case
upon a determination that the indemnification of the director, officer,
employee, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs "a" and "b." Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit, or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the shareholders.

e. Expenses, including attorney fees, incurred in defending a civil or
criminal action, suit, or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit, or proceeding as authorized in
the manner provided in paragraph "d" upon receipt of an undertaking by or on
behalf of the director, officer, employee, or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this section.

f. The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such person.

g. The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.

<PAGE>

Whenever a member of the Board of Directors of this corporation ceases to
be eligible by reason of the termination of his membership as an active member
of the Board of Directors of the Iowa Farm Bureau Federation, or of a state Farm
Bureau corporation of a state in which this corporation is licensed and
authorized to transact its insurance business, there shall be a vacancy in the
office of said director as a member of the Board of Directors of this
corporation, and the Board of Directors of this corporation shall fill such
vacancy by electing the person nominated and eligible to be elected as a
director of this corporation, as in these ByLaws provided, to serve for the
unexpired term of the director whose vacancy he was elected to fill and/ or
until his successor is elected and qualified.

<PAGE>

Adopted: September 30, 1980

AMENDMENTS TO THE
AMENDED AND SUBSTITUTED BY-LAWS
OF
FARM BUREAU LIFE INSURANCE COMPANY

AMEND ARTICLE V-A, Section 2(b), entitled "Investment," by striking it in
its entirety and substituting in lieu thereof the following:

"(b) INVESTMENT AND PURCHASE COMMITTEE. The investment policy of the
Corporation shall be determined by the Board of Directors, which shall have
the power to determine the classes of investments and the percentage of
investment to be made within each of said classifications, subject to and in
accordance with the provisions of Section 511.8 of the 1979 Code of Iowa.
The Investment and Purchase Committee shall consist of the secretary,
treasurer and general counsel and the general manager of the Corporation and
the head of the Investment Department shall be an ex officio member of this
Committee without portfolio, all of whom shall serve by virtue of their
office. The treasurer shall serve as chairman of said Committee and in his
absence the general counsel shall act as chairman; the Committee shall elect
its secretary. The secretary of the Committee shall keep a complete record
of the proceedings thereof. The Investment and Purchase Committee shall make
a report to the Board of Directors each month, which report shall show the
investments purchased, sold, or retired during the month immediately
preceding, and in addition, said Committee shall, annually, make a full
report to the Board of Directors, covering all investment activities with
particular reference to purchases and sales during the preceding fiscal year.
The Board of Directors may call for special reports on investments at any
time they so desire.

The Investment and Purchase Committee shall have the duty and the power to
authorize and direct the mode, manner and time of making and calling in
investments, and the sale or transfer of investments and the reinvestment of the
proceeds thereof, and to examine all funds and securities as often as they deem
necessary or when required to do so by the Board of Directors. The Investment
and Purchase Committee shall have the duty and authority from time to time and
whenever necessary to authorize the execution of all contracts, deeds,
conveyances and any other instruments of the Corporation necessary for the
assignment, transfer and sale of investments of the Corporation requiring
corporate signature. A majority of the members of the Committee shall
constitute a quorum.

The investment of the funds of the Corporation and the deposit of the
reserve on all policies and contracts issued by the Corporation shall comply
with the laws of the State of Iowa."

<PAGE>

AMENDMENTS
TO THE
AMENDED AND SUBSTITUTED BY-LAWS
OF
FARM BUREAU LIFE INSURANCE COMPANY
West Des Moines, Iowa

AMEND ARTICLE III, Section 1, entitled "AUTHORIZED CAPITAL", by striking
the first paragraph in its entirety and by substituting in lieu thereof the
following:

"Section 1. AUTHORIZED CAPITAL. The authorized capital stock of this
corporation is One Million Five Hundred Fifty Thousand Dollars ($1,550,000.00),
divided into thirty one thousand (31,000) shares, of which amount twenty-five
thousand (25,000) shares of the par value of Fifty Dollars ($50.00) per share,
amounting to One Million Two Hundred Fifty Thousand Dollars ($1,250,000) is
Common Stock, and six thousand (6,000) shares of the par value of Fifty Dollars
($50.00) per share, amounting to Three Hundred Thousand Dollars ($300,000) is
seven and one-half per cent (7 1/2%) cumulative First Preferred Stock."

AMEND ARTICLE III, Section 2 (a)., entitled "COMMON STOCK", by striking the
second paragraph in its entirety and substituting in lieu thereof the following:

"If, after providing for the payment of full dividends for any fiscal year
on the First Preferred Stock and for any balance that remains due on the
cumulative dividends of such First Preferred Stock, there shall remain any
surplus net earnings or profits not in the opinion of the board of directors
required for the operation of the business of this corporation or for the
payment of its liabilities, it shall be applicable to dividends upon the Common
Stock for such fiscal year when and as from time to time the same shall be
declared by the board of directors, which dividend shall not be cumulative but
shall only be paid as surplus net earnings or profits are available and
dividends are declared. Such dividends shall be ratable in proportion to the
number of shares of Common stock issued and outstanding."

AMEND ARTICLE III, Section 3, entitled "LIMITATION ON DIVIDENDS" by
striking the Section in its entirety.

<PAGE>

Adopted March 1, 1984

AMENDMENTS TO THE
AMENDED AND SUBSTITUTED BY-LAWS
OF
FARM BUREAU LIFE INSURANCE COMPANY

AMEND ARTICLE V-A, Section 2(b), entitled "Investment," by striking it in
its entirety and substituting in lieu thereof the following:

(b) INVESTMENT COMMITTEE. The investment policy of the Corporation shall
be determined by the Board of Directors, which shall have the power to determine
the classes of investments and the percentage of investment to be made within
each of said classifications, subject to and in accordance with the provisions
of Section 511.8 of the Code of Iowa, as amended. The Investment Committee
shall consist of the Secretary, Treasurer, General Counsel, General Manager,
Assistant General Manager, Controller and Financial Planning Officer, Vice
President Life and Health Insurance, and Vice President Investments of the
Corporation, all of whom shall serve by virtue of their office. The Treasurer
shall serve as chairman of said Committee and in his absence the General Counsel
shall act as chairman; the Committee shall elect its Secretary. The secretary
of the Committee shall keep a complete record of the proceedings thereof. The
Investment Committee shall make a report to the Board of Directors each month,
which report shall show the investments purchase, sold or retired during the
month immediately preceding, and in addition, said Committee shall, annually,
make a full report to the Board of Directors, covering all investment activities
with particular reference to purchases and sales during the preceding fiscal
year. The Board of Directors may call for special reports on investments at any
time they so desire.

The Investment Committee shall have the duty and the power to authorize
and direct the mode, manner and time of making and calling in investments, and
the sale or transfer of investments and the reinvestment of the proceeds
thereof, and to examine all funds and securities as often as they deem necessary
or when required to do so by the Board of Directors. The Investment Committee
shall have the duty and authority from time to time and whenever necessary to
authorize the execution of all contracts, deeds, conveyances and any other
instruments of the Corporation necessary for the assignment, transfer and sale
of investments of the Corporation requiring corporate signature. A majority of
the members of the Committee shall constitute a quorum.

The investment of the funds of the Corporation and the deposit of the
reserve on all policies and contracts issued by the Corporation shall comply
with the laws of the State of Iowa.

AMEND ARTICLE III, Section 4., entitled "REGISTERED OWNER" by renumbering
as Section 3.

<PAGE>

AMEND ARTICLE III, Section 5., entitled "TRANSFER OF STOCK" by renumbering
as Section 4.

AMEND ARTICLE III, Section 6., entitled "STOCKHOLDERS' CONTRACTS" by
renumbering as Section 5.

AMEND ARTICLE III, Section 7., entitled "ISSUANCE OF STOCK" by renumbering
as Section 6.

<PAGE>

[LETTERHEAD]

January 30, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen,

With reference to the Registration Statement on Form N-4 filed by Farm Bureau
Life Insurance Company ("Company") and its Farm Bureau Life Annuity Account II
with the Securities and Exchange Commission covering certain variable annuity
contracts, I have examined such documents and such law as I considered necessary
and appropriate, and on the basis of such examinations, it is my opinion that:

(1) Company is duly organized and validly existing under the laws of the State
of Iowa.

(2) The variable annuity contracts, when issued as contemplated by the said
Form N-4 Registration Statement will constitute legal, validly issued and
binding obligations of Farm Bureau Life Insurance Company.

I hereby consent to the filing of this opinion as an exhibit to the said Form
N-4 Registration Statement and to the reference to my name under the caption
"Legal Matters" in the Prospectus contained in the said Registration
Statement. In giving this consent, I am not admitting that I am in the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933.

Very truly yours,

/s/ Stephen M. Morain

Stephen M. Morain
Senior Vice President
& General Counsel

<PAGE>

[LETTERHEAD]

January 30, 1998

Farm Bureau Life Insurance Company
5400 University Avenue
West Des Moines, Iowa 50266

Gentlemen:

This opinion is furnished in connection with the registration by Farm Bureau
Life Insurance Company of a flexible premium deferred variable annuity
contract ("Contract") under the Securities Act of 1933, as amended. The
prospectus included in this Initial Filing to the Registration Statement on
Form N-4 describes the Contract. I have provided actuarial advice concerning
the preparation of the policy form described in the Registration Statement,
and I am familiar with the Registration Statement and exhibits thereto.

It is my professional opinion that:

(1) The fees and charges deducted under the Contract, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected
to be incurred and the risks assumed by the insurance company.

I hereby consent to the use of this opinion as an exhibit to the Initial
Filing to the Registration Statement and to the reference to my name under
the heading "Experts" in the Prospectus.

Sincerely,

/s/ Christopher G. Daniels
Christopher G. Daniels, FSA, MAAA
Life Product Development and Pricing
Vice President
Farm Bureau Life Insurance Company

<PAGE>

POWER OF ATTORNEY

The undersigned directors of Farm Bureau Life Insurance Company, an Iowa
corporation (the "Company"), hereby constitute and appoint Edward M.
Wiederstein, and Stephen M. Morain, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, with full
power of substitution to each, for him and on his behalf and in his name, place
and stead, to execute and file any of the documents referred to below relating
to registrations under the Securities Act of 1933 and under the Investment
Company Act of 1940 with respect to any life insurance policies or annuity
contracts: registration statements on any form or forms under the Securities Act
of 1933 and under the Investment Company Act of 1940, and any and all amendments
and supplements thereto, with all exhibits and all instruments necessary or
appropriate in connection therewith, each of said attorneys-in-fact and agents
and him or their substitutes being empowered to act with or without the others
or other, and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary or appropriate with respect thereto to be done in and about the
premises in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may do or cause to
be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereto set his or her hand on the date
set forth below.

NAME DATE
- ---- ----

- ----------------------------------- ---------------
Kenneth R. Ashby

/s/ Al Christopherson January 6, 1998
- ----------------------------------- ---------------
Al Christopherson

/s/ Ernest A. Glienke January 6, 1998
- ----------------------------------- ---------------
Ernest A. Glienke

/s/ Philip A. Hemesath January 6, 1998
- ----------------------------------- ---------------
Philip A. Hemesath

/s/ Craig D. Hill January 6, 1998
- ----------------------------------- ---------------
Craig D. Hill

/s/ Daniel L. Johnson January 6, 1998
- ----------------------------------- ---------------
Daniel L. Johnson

- ----------------------------------- ---------------
Richard G. Kjerstad

<PAGE>

/s/ Craig A. Lang January 6, 1998
- ----------------------------------- ---------------
Craig A. Lang

/s/ Lindsey D. Larson January 6, 1998
- ----------------------------------- ---------------
Lindsey D. Larson

/s/ David R. Machacek January 6, 1998
- ----------------------------------- ---------------
David R. Machacek

/s/ Donald O. Narigon January 6, 1998
- ----------------------------------- ---------------
Donald O. Narigon

- ----------------------------------- ---------------
Bryce P. Neidig

/s/ Charles E. Norris January 6, 1998
- ----------------------------------- ---------------
Charles E. Norris

- ----------------------------------- ---------------
Keith R. Olsen

- ----------------------------------- ---------------
Bennett M. Osmonson

- ----------------------------------- ---------------
Howard D. Poulson

/s/ Sally A. Puttmann January 6, 1998
- ----------------------------------- ---------------
Sally A. Puttmann

/s/ Beverly L. Schnepel January 6, 1998
- ----------------------------------- ---------------
Beverly L. Schnepel

<PAGE>

- ----------------------------------- ---------------
F. Gary Steiner

/s/ Edward M. Wiederstein January 6, 1998
- ----------------------------------- ---------------
Edward M. Wiederstein