EQUITRUST LIFE ANNUITY ACCOUNT II
485BPOS, 2000-04-28
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<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 2000


                                                              FILE NO. 333-61899
                                                              FILE NO. 811-08967

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM N-4

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          PRE-EFFECTIVE AMENDMENT NO.


                         POST-EFFECTIVE AMENDMENT NO. 4


        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


                                AMENDMENT NO. 5

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

                       EQUITRUST LIFE ANNUITY ACCOUNT II
                           (Exact Name of Registrant)

                        EQUITRUST LIFE INSURANCE COMPANY
                              (Name of Depositor)
                            ------------------------

                             5400 UNIVERSITY AVENUE
                          WEST DES MOINES, IOWA 50266
                    (Address of Principal Executive Office)
                                 1-515-225-5400

                           STEPHEN M. MORAIN, ESQUIRE
                             5400 UNIVERSITY AVENUE
                          WEST DES MOINES, IOWA 50266
               (Name and Address of Agent for Service of Process)
                            ------------------------

                                    COPY TO:

                            STEPHEN E. ROTH, ESQUIRE
                        SUTHERLAND ASBILL & BRENNAN LLP
                         1275 PENNSYLVANIA AVENUE, N.W.
                          WASHINGTON, D.C. 20004-2415

    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

    IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE
BOX):

    / / IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b) OF RULE 485;


    /X/ ON MAY 1, 2000 PURSUANT TO PARAGRAPH (b) OF RULE 485;


    / /   DAYS AFTER FILING PURSUANT TO PARAGRAPH (a) OF RULE 485;


    / / ON (DATE) PURSUANT TO PARAGRAPH (a) OF RULE 485.


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- --------------------------------------------------------------------------------
<PAGE>
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                       EQUITRUST LIFE ANNUITY ACCOUNT II

                      INDIVIDUAL FLEXIBLE PREMIUM DEFERRED
                           VARIABLE ANNUITY CONTRACT
    ------------------------------------------------------------------------

                                   PROSPECTUS

                                  May 1, 2000

EquiTrust Life Insurance Company (the "Company") is offering the individual
flexible premium deferred variable annuity contract (the "Contract") described
in this prospectus. It provides for growth of Accumulated Value and annuity
payments on a fixed and variable basis. The Company sells the Contract to
retirement plans, including those that qualify for special federal tax treatment
under the Internal Revenue Code.

The Owner of a Contract ("you" or "your") may allocate premiums and Accumulated
Value to 1) the Declared Interest Option, an account that provides a specified
rate of interest, and/or 2) Subaccounts of EquiTrust Life Annuity Account II,
each of which invests in one of the following Investment Options:


<TABLE>
<S>                                        <C>
Value Growth Portfolio                     High Grade Bond Portfolio
High Yield Bond Portfolio                  Money Market Portfolio
Blue Chip Portfolio                        Equity Income Portfolio
Mid-Cap Growth Portfolio                   New America Growth Portfolio
Personal Strategy Balanced Portfolio       International Stock Portfolio
Appreciation Portfolio                     Disciplined Stock Portfolio
Growth and Income Portfolio                International Equity Portfolio
Small Cap Portfolio
</TABLE>


The accompanying prospectus for each Investment Option describes the investment
objectives and attendant risks of each Investment Option. If you allocate
premiums to the Subaccounts, the amount of the Contract's Accumulated Value
prior to the retirement date will vary to reflect the investment performance of
the Investment Options you select.

Please note that the Contracts and Investment Options are not bank deposits, are
not federally insured, are not guaranteed to achieve their goals and are subject
to risks, including loss of the amount invested.


You may find additional information about your Contract and the Account in the
Statement of Additional Information, dated the same as this prospectus. To
obtain a copy of this document, please contact us at the address or phone number
shown on the cover of this prospectus. The Statement of Additional Information
(SAI) has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. The SEC maintains a website
(http://www.sec.gov) that contains the SAI, material incorporated by reference
into this prospectus, and other information filed electronically with the SEC.


Please read this prospectus carefully and retain it for future reference. A
prospectus for each Investment Option must accompany this prospectus and you
should read it in conjunction with this prospectus.


    THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES
        OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                                   Issued By
                        EquiTrust Life Insurance Company
                             5400 University Avenue
                          West Des Moines, Iowa 50266
<PAGE>
- --------------------------------------------------------------------------------

TABLE OF CONTENTS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                 PAGE
                                                              -----------
<S>                                                           <C>
DEFINITIONS.................................................            3
EXPENSE TABLES..............................................            5
SUMMARY OF THE CONTRACT.....................................            9
CONDENSED FINANCIAL INFORMATION.............................           11
THE COMPANY, ACCOUNT AND INVESTMENT OPTIONS.................           12
      EquiTrust Life Insurance Company......................           12
      EquiTrust Life Annuity Account II.....................           12
      Investment Options....................................           13
      Addition, Deletion or Substitution of Investments.....           16
DESCRIPTION OF ANNUITY CONTRACT.............................           16
      Issuance of a Contract................................           16
      Premiums..............................................           17
      Free-Look Period......................................           17
      Allocation of Premiums................................           17
      Variable Accumulated Value............................           18
      Transfer Privilege....................................           19
      Partial Withdrawals and Surrenders....................           19
      Special Transfer and Withdrawal Options...............           20
      Death Benefit Before the Retirement Date..............           21
      Death Benefit After the Retirement Date...............           22
      Proceeds on the Retirement Date.......................           23
      Payments..............................................           23
      Modification..........................................           23
      Reports to Owners.....................................           24
      Inquiries.............................................           24
THE DECLARED INTEREST OPTION................................           24
      Minimum Guaranteed and Current Interest Rates.........           24
      Transfers From Declared Interest Option...............           25
      Payment Deferral......................................           25
CHARGES AND DEDUCTIONS......................................           25
      Surrender Charge (Contingent Deferred Sales Charge)...           25
      Annual Administrative Charge..........................           26
      Transfer Processing Fee...............................           26
      Mortality and Expense Risk Charge.....................           26
      Investment Option Expenses............................           27
      Premium Taxes.........................................           27
      Other Taxes...........................................           27
PAYMENT OPTIONS.............................................           27
      Description of Payment Options........................           28
      Election of Payment Options and Annuity Payments......           28
YIELDS AND TOTAL RETURNS....................................           31
FEDERAL TAX MATTERS.........................................           33
      Introduction..........................................           33
      Tax Status of the Contract............................           33
      Taxation of Annuities.................................           34
      Transfers, Assignments or Exchanges of a Contract.....           36
      Withholding...........................................           36
      Multiple Contracts....................................           37
</TABLE>


                                       1
<PAGE>


<TABLE>
<CAPTION>
                                                                 PAGE
                                                              -----------
<S>                                                           <C>
      Taxation of Qualified Plans...........................           37
      Possible Charge for the Company's Taxes...............           39
      Other Tax Consequences................................           39
DISTRIBUTION OF THE CONTRACTS...............................           39
LEGAL PROCEEDINGS...........................................           40
VOTING RIGHTS...............................................           40
FINANCIAL STATEMENTS........................................           41
CALCULATING VARIABLE ANNUITY PAYMENTS.......................   Appendix A
STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS.......      SAI-TOC
</TABLE>


            The Contract may not be available in all jurisdictions.

This prospectus constitutes an offering or solicitation only in those
jurisdictions where such offering or solicitation may lawfully be made.

                                       2
<PAGE>
- --------------------------------------------------------------------------------

DEFINITIONS
- --------------------------------------------------------------------------------

ACCOUNT: EquiTrust Life Annuity Account II.

ACCUMULATED VALUE: The total amount invested under the Contract, which 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 Company pays the proceeds on the death of
the owner/annuitant.


BUSINESS DAY: Each day that the New York Stock Exchange is open for trading,
except: (1) any period when the Securities and Exchange Commission determines
that an emergency exists which makes it impracticable for a Fund to dispose of
its securities or to fairly determine the value of its net assets; or (2) such
other periods as the Securities and Exchange Commission may permit for the
protection of security holders of a Fund.


THE CODE: The Internal Revenue Code of 1986, as amended.

THE COMPANY ("WE", "US" OR "OUR"): EquiTrust Life Insurance Company.

CONTRACT: The individual flexible premium deferred variable annuity contract we
offer and describe in this prospectus, which term includes the Contract
described in this prospectus, the Contract application, any supplemental
applications and any endorsements or additional benefit riders or agreements.

CONTRACT ANNIVERSARY: The same date in each Contract Year as the Contract Date.

CONTRACT DATE: The date on which the Company receives a properly completed
application at the Home Office. It is the date set forth on the data page of the
Contract which the Company uses 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 OPTION: An investment option under the Contract funded by the
Company's General Account. It is not part of, nor dependent upon, the investment
performance of the Account.

DUE PROOF OF DEATH: Satisfactory documentation provided to the Company verifying
proof of death. This documentation may include the following:

    (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.

                                       3
<PAGE>
OWNER ("YOU" OR "YOUR"): The person who owns the Contract and who is entitled to
exercise all rights and privileges provided in the Contract.


QUALIFIED CONTRACT: A Contract the Company issues in connection with plans that
qualify for special federal income tax treatment under Sections 401, 403(a),
403(b), 408 or 408A of the Code.


RETIREMENT DATE: The date when the Company applies the Accumulated Value under a
payment option, if the annuitant is still living.

SEC: The U.S. Securities and Exchange Commission.

SUBACCOUNT: A subdivision of the Account which invests its assets 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 signed by the owner in a form
satisfactory to the Company which the Company receives at the Home Office.

                                       4
<PAGE>
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EXPENSE TABLES
- --------------------------------------------------------------------------------

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

OWNER TRANSACTION EXPENSES

<TABLE>
<S>                                                           <C>
Sales Charge Imposed on Premiums                              None
</TABLE>

Surrender Charge (contingent deferred sales charge) as a percentage of the
amount surrendered:

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

    *  You may annually withdraw a maximum of 10% of the Accumulated Value
       without incurring a Surrender Charge. If you subsequently surrender your
       Contract during the Contract Year, the Company will apply a Surrender
       Charge to any partial withdrawals taken. The amount that you may withdraw
       without incurring a Surrender Charge is not cumulative from Contract Year
       to Contract Year.


       Under certain circumstances, a Surrender Charge may apply on the
       Retirement Date. (See "CHARGES AND DEDUCTIONS -- Surrender Charge
       (Contingent Deferred Sales Charge) -- SURRENDER CHARGE AT THE RETIREMENT
       DATE.")



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


    *  Fees are waived for the first twelve transfers during a Contract Year,
       although the Company may charge $25 for each subsequent transfer during
       the Contract Year.

<TABLE>
<S>                                                           <C>
Annual Administrative Charge                                  $ 30
Annual Account 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>

                                       5
<PAGE>

ANNUAL INVESTMENT OPTION EXPENSES (as a percentage of average net assets after
waivers or reimbursements)



<TABLE>
<CAPTION>
                                                          ADVISORY      OTHER          TOTAL
INVESTMENT OPTION                                           FEE        EXPENSES       EXPENSES
<S>                                                       <C>        <C>            <C>
EquiTrust Variable Insurance Series Fund
  Value Growth                                              0.45%        0.12%          0.57%
  High Grade Bond                                           0.30%        0.18%          0.48%
  High Yield Bond                                           0.45%        0.15%          0.60%
  Money Market                                              0.25%        0.30%          0.55%
  Blue Chip                                                 0.20%        0.10%          0.30%
T. Rowe Price Equity Series, Inc.
  Equity Income                                             0.85%        0.00%          0.85%(1)
  Mid-Cap Growth                                            0.85%        0.00%          0.85%(1)
  New America Growth                                        0.85%        0.00%          0.85%(1)
  Personal Strategy Balanced                                0.90%        0.00%          0.90%(1)
T. Rowe Price International Series, Inc.
  International Stock                                       1.05%        0.00%          1.05%(1)
Dreyfus Variable Investment Fund
  Capital Appreciation Portfolio                            0.75%        0.03%          0.78%
  Disciplined Stock Portfolio                               0.75%        0.06%          0.81%
  Growth and Income Portfolio                               0.75%        0.04%          0.79%
  International Equity Portfolio                            0.75%        0.27%          1.02%
  Small Cap Portfolio                                       0.75%        0.03%          0.78%
</TABLE>


    (1)  Total annual investment option expenses are an all-inclusive fee and
         pay for investment management services and other operating costs.


The above tables are intended to assist you in understanding the costs and
expenses that you will bear directly or indirectly. The tables reflect the
expenses for the Account based on the actual expenses for each Investment Option
for the 1999 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 accompanies this Prospectus.


                                       6
<PAGE>
  EXAMPLES: You would pay the following expenses on a $1,000 investment,
  assuming a 5% annual return on assets:

1. If you surrender or annuitize the Contract at the end of the applicable time
period:


<TABLE>
SUBACCOUNT                                                    1 YEAR     3 YEARS    5 YEARS    10 YEARS
<S>                                                           <C>        <C>        <C>        <C>
EquiTrust Variable Insurance Series Fund
  Value Growth                                                  $112       $195       $278       $526
  High Grade Bond                                                111        192        274        517
  High Yield Bond                                                112        196        280        529
  Money Market                                                   111        194        277        524
  Blue Chip                                                      109        187        265        498
T. Rowe Price Equity Series, Inc.
  Equity Income                                                  114        203        292        555
  Mid-Cap Growth                                                 114        203        292        555
  New America Growth                                             114        203        292        555
  Personal Strategy Balanced                                     115        204        295        560
T. Rowe Price International Series, Inc.
  International Stock                                            116        209        302        574
Dreyfus Variable Investment Fund
  Appreciation Portfolio                                         114        201        289        548
  Disciplined Stock Portfolio                                    114        202        290        551
  Growth and Income Portfolio                                    114        201        289        549
  International Equity Portfolio                                 116        208        300        571
  Small Cap Portfolio                                            114        201        289        548
</TABLE>


                                       7
<PAGE>
2. If you do not surrender or annuitize the Contract at the end of the
applicable time period:


<TABLE>
<CAPTION>
SUBACCOUNT                                                     1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                                           <C>        <C>        <C>        <C>
EquiTrust Variable Insurance Series Fund
  Value Growth                                                  $50        $152       $255       $526
  High Grade Bond                                                49         149        251        517
  High Yield Bond                                                50         152        257        529
  Money Market                                                   50         151        254        524
  Blue Chip                                                      47         143        242        498
T. Rowe Price Equity Series, Inc.
  Equity Income                                                  53         160        270        555
  Mid-Cap Growth                                                 53         160        270        555
  New America Growth                                             53         160        270        555
  Personal Strategy Balanced                                     53         162        272        560
T. Rowe Price International Series, Inc.
  International Stock                                            55         166        280        574
Dreyfus Variable Investment Fund
  Appreciation Portfolio                                         52         158        266        548
  Disciplined Stock Portfolio                                    52         159        268        551
  Growth and Income Portfolio                                    52         158        267        549
  International Equity Portfolio                                 54         165        278        571
  Small Cap Portfolio                                            52         158        266        548
</TABLE>



Expenses assume that current fee waivers and expense reimbursement arrangements
for the Funds continue for the periods shown.


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.


Please do not consider the examples a representation of past or future expenses.
The assumed 5% annual rate of return is hypothetical and is not a representation
of past or future annual returns, which may be greater or less than this assumed
rate.


                                       8
<PAGE>
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SUMMARY OF THE CONTRACT
- --------------------------------------------------------------------------------

  ISSUANCE OF A CONTRACT. The Contract is an individual flexible premium
  deferred variable annuity contract with no maximum age required of owners on
  the Contract Date (see "DESCRIPTION OF ANNUITY CONTRACT--Issuance of a
  Contract"). The Contracts are:

    -   "flexible premium" because you do not have to pay premiums according to
        a fixed schedule, and

    -   "variable" because, to the extent Accumulated Value is attributable to
        the Account, Accumulated Value will increase and decrease based on the
        investment performance of the Investment Options corresponding to the
        Subaccounts to which you allocate your premiums.

  FREE-LOOK PERIOD. You have the right to return the Contract within 20 days
  after you receive it (see "DESCRIPTION OF ANNUITY CONTRACT--Free-Look
  Period"). If you return the Contract, it will become void and you will receive
  either the greater of:

    -   premiums paid, or

    -   the Accumulated Value on the date the Company receives the returned
        Contract at the Home Office, plus administrative charges and any other
        charges deducted from the Account.

  PREMIUMS. The minimum initial premium amount the Company accepts is $1,000.
  You may make subsequent premium payments (minimum $50 each) at any time. (See
  "DESCRIPTION OF ANNUITY CONTRACT--Premiums.")

  ALLOCATION OF PREMIUMS. You can allocate premiums to one or more Subaccounts,
  the Declared Interest Option, or both (see "DESCRIPTION OF ANNUITY
  CONTRACT--Allocation of Premiums").

    -   The Company will allocate the initial premium to the Money Market
        Subaccount for 10 days from the Contract Date.

    -   At the end of that period, the Company will allocate those monies among
        the Subaccounts and the Declared Interest Option according to the
        instructions in your application.

  TRANSFERS. You may transfer monies in a Subaccount or the Declared Interest
  Option to another Subaccount or the Declared Interest Option on or before the
  retirement date (see "DESCRIPTION OF ANNUITY CONTRACT--Transfer Privilege").

    -   The mimimum amount of each transfer is $100 or the entire amount in the
        Subaccount or Declared Interest Option, if less.

    -   Transfers out of the Declared Interest Option must be for no more than
        25% of the Accumulated Value in that option.

    -   The Company waives fees for the first twelve transfers during a Contract
        Year.

    -   The Company may assess a transfer processing fee of $25 for the 13th and
        each subsequent transfer during a Contract Year.


  PARTIAL WITHDRAWAL. You may withdraw part of the Accumulated Value upon
  written notice at any time before the retirement date (see "DESCRIPTION OF
  ANNUITY CONTRACT--Partial Withdrawals and Surrenders--PARTIAL WITHDRAWALS"). A
  Partial Withdrawal may have tax consequences. (See "FEDERAL TAX MATTERS.")



  SURRENDER. You may surrender your Contract upon written notice on or before
  the retirement date (see "DESCRIPTION OF ANNUITY CONTRACT--Partial Withdrawals
  and Surrenders--SURRENDERS"). A Surrender may have tax consequences. (See
  "FEDERAL TAX MATTERS.")


CHARGES AND DEDUCTIONS

  Your Contract will be assessed the following charges and deductions:

  SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE). We apply a charge if you
  make a partial withdrawal from or surrender your Contract during the first six
  Contract Years (see "CHARGES AND

                                       9
<PAGE>
  DEDUCTIONS--Surrender Charge (Contingent Deferred Sales Charge)--CHARGE FOR
  PARTIAL WITHDRAWAL OR SURRENDER"). We deduct this charge from the amount
  surrendered.

<TABLE>
<CAPTION>
        YEAR               CHARGE
        <S>                <C>
        1                    6%
        2                    5
        3                    4
        4                    3
        5                    2
        6                    1
        7 and after          0
</TABLE>

  You may annually withdraw a maximum of 10% of the Accumulated Value without
  incurring a Surrender Charge. If you subsequently surrender your Contract
  during the Contract Year, we will apply a Surrender Charge to any partial
  withdrawals you've taken. (See "CHARGES AND DEDUCTIONS--Surrender Charge
  (Contingent Deferred Sales Charge)--AMOUNTS NOT SUBJECT TO SURRENDER CHARGE.")

  We reserve the right to waive the Surrender Charge as provided in the
  Contract. (See "CHARGES AND DEDUCTIONS--Surrender Charge (Contingent Deferred
  Sales Charge)--WAIVER OF SURRENDER CHARGE.")

  ANNUAL ADMINISTRATIVE CHARGE. We deduct an annual administrative charge of $30
  on the Contract Date and on each Contract Anniversary prior to the retirement
  date (see "CHARGES AND DEDUCTIONS--Annual Administrative Charge"). We
  currently waive this charge:


    -   with an initial premium payment of $50,000 or greater, or



    -   if you have a Net Accumulated Value of $50,000 or greater on your
        Contract Anniversary.


  We may terminate this waiver at any time.

  MORTALITY AND EXPENSE RISK CHARGE. We apply a daily mortality and expense risk
  charge, calculated at an annual rate of 1.40% (approximately 1.01% for
  mortality risk and 0.39% for expense risks) (see "CHARGES AND
  DEDUCTIONS--Mortality and Expense Risk Charge").

  INVESTMENT OPTION EXPENSES. The assets of the Account will reflect the
  investment advisory fee and other operating expenses incurred by each
  Investment Option. The table on page 6 titled "Annual Investment Option
  Expenses" lists these fees.

ANNUITY PROVISIONS

  On your retirement date, you may choose to have the Net Accumulated Value
  distributed to you as follows:

    -   under a payment option, or

    -   in a lump sum (see "PAYMENT OPTIONS").

FEDERAL TAX MATTERS


  The Contract's earnings are generally not taxed until you take a distribution.
  If you are under age 59 1/2 when you take a distribution, the earnings may
  also be subject to a penalty tax. Different tax consequences apply to
  distributions from Qualified Contracts. (See "FEDERAL TAX MATTERS.")


OTHER CONTRACTS

  We offer other variable annuity contracts that invest in the same Investment
  Options of the Funds. These contracts may have different charges that could
  affect Subaccount performance, and may offer different benefits more suitable
  to your needs. You may contact the Company to obtain more information about
  these contracts.

                                       10
<PAGE>
- --------------------------------------------------------------------------------

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

  The Account commenced operations on December 1, 1998; however, no premiums
  were received until December 18, 1998. The information presented below
  reflects the accumulation unit information for the Subaccounts through
  December 31, 1999.


<TABLE>
<CAPTION>
                                              ACCUMULATION      ACCUMULATION
                                              UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS AT
SUBACCOUNT                                  BEGINNING OF YEAR    END OF YEAR       END OF YEAR
<S>                                         <C>                 <C>             <C>
Value Growth
  1998                                         $10.000000        $10.137670             18.014000
  1999                                          10.137670          9.355808         21,916.506039
High Grade Bond
  1998                                         $10.000000        $10.000000              0.000000
  1999                                          10.000000          9.811321         39,060.113882
High Yield Bond
  1998                                         $10.000000        $10.000000              0.000000
  1999                                          10.000000          9.838194         19,166.958767
Money Market
  1998                                         $10.000000        $10.010155          2,675.156157
  1999                                          10.010155         10.323106         30,705.110011
Blue Chip
  1998                                         $10.000000        $10.000000              0.000000
  1999                                          10.000000         11.493125        168,478.748352
Appreciation
  1998                                         $10.000000        $10.037471             24.018000
  1999                                          10.037471         11.023159        173,421.184779
Disciplined Stock
  1998                                         $10.000000        $10.000000              0.000000
  1999                                          10.000000         11.551333        133,874.541424
Growth & Income
  1998                                         $10.000000        $10.000000             10.000000
  1999                                          10.000000         11.583531         41,962.890993
International Equity
  1998                                         $10.000000        $10.000000              0.000000
  1999                                          10.000000         15.535331          5,370.943878
Small Cap
  1998                                         $10.000000        $10.417346             30.023000
  1999                                          10.417346         12.409304         37,187.790687
Equity Income
  1998                                         $10.000000        $10.000000              0.000000
  1999                                          10.000000         10.390415         41,021.894274
</TABLE>


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                              ACCUMULATION      ACCUMULATION
                                              UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS AT
SUBACCOUNT                                  BEGINNING OF YEAR    END OF YEAR       END OF YEAR
<S>                                         <C>                 <C>             <C>
Mid-Cap Growth
  1998                                         $10.000000        $10.444654             18.014000
  1999                                          10.444654         12.591091         67,235.432249
New America Growth
  1998                                         $10.000000        $10.420677             30.023000
  1999                                          10.420677         11.525440         64,623.697111
Personal Strategy Balanced
  1998                                         $10.000000        $10.000000              0.000000
  1999                                          10.000000         10.603854         53,568.419363
International Stock
  1998                                         $10.000000        $10.000000              0.000000
  1999                                          10.000000         13.100697         12,483.719064
</TABLE>

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

THE COMPANY, ACCOUNT AND INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

EQUITRUST LIFE INSURANCE COMPANY

    The Company was incorporated on June 3, 1966 as a stock life insurance
    company in the State of Iowa and is principally engaged in the offering of
    life insurance policies and annuity contracts. We are admitted to do
    business in 41 states and the District of Columbia: Alabama, Alaska,
    Arizona, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii,
    Idaho, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland, Michigan,
    Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Mexico,
    North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, South
    Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Washington, West
    Virginia, Wisconsin and Wyoming. Our Home Office is at 5400 University
    Avenue, West Des Moines, Iowa 50266.
- --------------------------------------------------------------------------------

EQUITRUST LIFE ANNUITY ACCOUNT II

    On January 6, 1998, we established the Account pursuant to the laws of the
    State of Iowa. The Account:

        -   will receive and invest premiums paid to it under the Contract;

        -   will receive and invest premiums for other variable annuity
            contracts we issue;

        -   meets the definition of a "separate account" under the federal
            securities laws;

        -   is registered with the SEC as a unit investment trust under the
            Investment Company Act of 1940 ("1940 Act"). Such registration does
            not involve supervision by the SEC of the management or investment
            policies or practices of the Account, us or the Funds.

    We own the Account's assets. However, we cannot charge the Account with
    liabilities arising out of any other business we may conduct. The Account's
    assets are available to cover the general liabilities of the Company only to
    the extent that the Account's assets exceed its liabilities. We may transfer
    assets which exceed these reserves and liabilities to our General Account.
    All obligations arising under the Contracts are general corporate
    obligations of the Company.

                                       12
<PAGE>
- --------------------------------------------------------------------------------

INVESTMENT OPTIONS

    There are currently fifteen Subaccounts available under the Account, each of
    which invests exclusively in shares of a single corresponding Investment
    Option. Each of the Investment Options was formed as an investment vehicle
    for insurance company separate accounts. Each Investment Option has its own
    investment objectives and separately determines the income and losses for
    that Investment Option. While you may be invested in all Subaccounts, we
    only permit you to "actively participate" in a maximum of 10 Investment
    Options at any one time.

    The investment objectives and policies of certain Investment Options are
    similar to the investment objectives and policies of other portfolios that
    the same investment adviser, sub-investment adviser or manager may manage.
    The investment results of the Investment Options, however, may be higher or
    lower than the results of such other portfolios. There can be no assurance,
    and no representation is made, that the investment results of any of the
    Investment Options will be comparable to the investment results of any other
    portfolio, even if the other portfolio has the same investment adviser,
    sub-investment adviser or manager.

    We have summarized below the investment objectives and policies of each
    Investment Option. There is no assurance that any Investment Option will
    achieve its stated objectives. You should also read the prospectus for each
    Investment Option, which must accompany or precede this Prospectus, for more
    detailed information, including a description of risks and expenses.

EQUITRUST VARIABLE INSURANCE SERIES FUND. EquiTrust Investment Management
Services, Inc. is the investment adviser to the Fund which is comprised of six
portfolios, the following five of which are available under the Contract:

<TABLE>
<CAPTION>
PORTFOLIO                              INVESTMENT OBJECTIVE
<S>                                    <C>
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.
</TABLE>

                                       13
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO                              INVESTMENT OBJECTIVE
<S>                                    <C>
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 (commonly
                                          known as "junk bonds"). 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 Standard & 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 "HIGHER
                                          RISK SECURITIES AND INVESTMENT STRATEGIES--Lower Rated
                                          Debt Securities.")
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 F.D.I.C. OR ANY GOVERNMENT AGENCY. THERE CAN BE NO
                                          ASSURANCE THAT THE 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.
</TABLE>

T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Associates, Inc. is the
investment adviser to the Fund.


<TABLE>
<CAPTION>
PORTFOLIO                              INVESTMENT OBJECTIVE
<S>                                    <C>
Equity Income Portfolio                -  This Portfolio seeks to provide substantial dividend
                                          income and long-term capital appreciation by investing
                                          primarily in established companies considered by the
                                          adviser to have favorable prospects for both increasing
                                          dividends and capital appreciation.
Mid-Cap Growth Portfolio               -  This Portfolio seeks to provide long-term capital
                                          appreciation by investing primarily in mid-cap stocks
                                          with the potential for above-average earnings growth. The
                                          investment adviser defines mid-cap companies as those
                                          whose market capitalization falls within the range of
                                          companies in the Standard & Poor's Mid-Cap 400 Index.
New America Growth Portfolio           -  This Portfolio seeks long-term growth of capital by
                                          investing primarily in the common stocks of companies
                                          operating in sectors the investment adviser believes will
                                          be the fastest growing in the U.S. Fast-growing companies
                                          can be found across an array of industries in today's
                                          "new America."
Personal Strategy Balanced Portfolio   -  This Portfolio seeks the highest total return over time
                                          consistent with an emphasis on both capital appreciation
                                          and income.
</TABLE>


                                       14
<PAGE>
T. ROWE PRICE INTERNATIONAL SERIES, INC. Rowe Price-Fleming International, Inc.
is the investment adviser to the Fund.

<TABLE>
<CAPTION>
PORTFOLIO                              INVESTMENT OBJECTIVE
<S>                                    <C>
International Stock Portfolio          -  This Portfolio seeks to provide capital appreciation
                                          through investments primarily in established companies
                                          based outside the United States.
</TABLE>


DREYFUS VARIABLE INVESTMENT FUND. The Dreyfus Corporation serves as the
investment adviser to the Fund. Fayez Sarofim and Co. serves as the
sub-investment adviser to the Dreyfus Variable Investment Fund: Appreciation
Portfolio. The following Fund portfolios are available under the Contract.



<TABLE>
<CAPTION>
PORTFOLIO                              INVESTMENT OBJECTIVE
<S>                                    <C>
Dreyfus Variable Investment Fund:      -  This Portfolio primarily seeks long-term capital growth,
Appreciation Portfolio                    consistent with the preservation of capital; current
                                          income is a secondary investment objective. This
                                          Portfolio invests primarily in the common stocks of
                                          domestic and foreign issuers.
Dreyfus Variable Investment Fund:      -  This Portfolio seeks to provide investment results that
Disciplined Stock Portfolio               are greater than the total return performance of
                                          publicly-traded common stocks in the aggregate, as
                                          represented by the Standard & Poor's 500 Composite Stock
                                          Price Index. The Portfolio will use quantitative
                                          statistical modeling techniques to construct a portfolio
                                          in an attempt to achieve its investment objective,
                                          without assuming undue risk relative to the broad stock
                                          market.
Dreyfus Variable Investment Fund:      -  This Portfolio seeks to provide long-term capital growth,
Growth and Income Portfolio               current income and growth of income, consistent with
                                          reasonable investment risk by investing primarily in
                                          equity securities, debt securities and money market
                                          instruments of domestic and foreign issuers.
Dreyfus Variable Investment Fund:      -  This Portfolio seeks to maximize capital growth through
International Equity Portfolio            investments in equity securities of foreign issuers
                                          located throughout the world.
Dreyfus Variable Investment Fund:      -  This Portfolio seeks maximum capital appreciation by
Small Cap Portfolio                       investing primarily in common stocks of domestic and
                                          foreign issuers. The Portfolio will be particularly alert
                                          to companies considered by the adviser to be emerging
                                          smaller-sized companies which are believed to be
                                          characterized by new or innovative products, services or
                                          processes which should enhance prospects for growth in
                                          future earnings.
</TABLE>


    The 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. We currently do 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, we will monitor events in order to identify any material
    irreconcilable conflicts that might possibly arise. In that event, we would
    determine what action, if any, should be taken in response to the conflict.
    In addition, if we believe that a Fund's response to any of those events or
    conflicts insufficiently protects owners, we will take appropriate action on
    our own, which may include withdrawing the Account's investment in that
    Fund. (See the Fund prospectuses for more detail.)

                                       15
<PAGE>
    We may receive compensation from an affiliate(s) of one or more of the Funds
    based upon an annual percentage of the average assets we hold in the
    Investment Options. These amounts are intended to compensate us for
    administrative and other services we provide to the Funds and/or
    affiliate(s).


    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 Funds by the SEC.

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

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

    We reserve the right, subject to compliance with 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. We reserve the right to
    eliminate the shares of any Investment Option and to substitute any shares
    of another Investment Option. We will not substitute any shares attributable
    to your 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.

    We also reserve the right to establish additional subaccounts of the
    Account, each of which would invest in a new Investment Option, or in shares
    of another investment company with a specified investment objective. We may
    establish new subaccounts when, in our sole discretion, marketing needs or
    investment conditions warrant, and we will make any new subaccounts
    available to existing Contract Owners on a basis we determine. We may also
    eliminate one or more Subaccounts if, in our sole discretion, marketing,
    tax, regulatory requirements or investment conditions warrant.

    In the event of any such substitution, deletion or change, we may make
    appropriate changes in this and other contracts to reflect such
    substitution, deletion or change. If you allocated all or a portion of your
    premiums to any of the current Subaccounts that are being substituted for or
    deleted, you may surrender the portion of the Accumulated Value funded by
    such Subaccount without paying the associated Surrender Charge. You may also
    transfer the portion of the Accumulated Value affected without paying a
    transfer charge.

    If we deem it to be in the best interest of persons having voting rights
    under the Contracts, we may:

        -   operate the Account as a management investment company under the
            1940 Act,

        -   deregister the Account under that Act in the event such registration
            is no longer required, or

        -   combine the Account with our other separate accounts.

    In addition, we may, when permitted by law, restrict or eliminate your
    voting rights under the Contract.

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

DESCRIPTION OF ANNUITY CONTRACT
- --------------------------------------------------------------------------------

ISSUANCE OF A CONTRACT

    You must complete an application in order to purchase a Contract, which can
    be obtained through a licensed representative of the Company, who is also a
    registered representative of EquiTrust Marketing Services, LLC ("EquiTrust
    Marketing"), a broker-dealer having a selling agreement with EquiTrust
    Marketing or a broker-dealer having a selling agreement with such
    broker-dealer. Your Contract Date will be the date the properly completed
    application is received at our Home Office. (If this date is the 29th, 30th
    or 31st of any month, the Contract Date will be the 28th of such month.) The
    Company sells the Contract to retirement plans that qualify for special
    federal tax treatment under the Code. We do not apply a maximum age for
    owners on the Contract Date.

                                       16
<PAGE>
- --------------------------------------------------------------------------------

PREMIUMS

    The minimum initial premium amount the Company will accept is $1,000. You
    may make mimimum subsequent premium payments of $50 at any time during the
    annuitant's lifetime and before the retirement date.

    You may select to receive a premium reminder notice schedule based on an
    annual, semi-annual or quarterly payment, for which you may change the
    amount and frequency of the notice at any time. Also, under the Automatic
    Payment Plan, you can select a monthly payment schedule for premium payments
    to be automatically deducted from a bank account or other source. Your
    Contract will not necessarily lapse even if premiums are not paid.
- --------------------------------------------------------------------------------

FREE-LOOK PERIOD

    We provide for an initial "free-look" period during which time you have the
    right to return the Contract within 20 days after you receive it. (Certain
    states may provide for a 30 day free-look period in a replacement
    situation.) If you return the Contract, it will become void and you will
    receive the greater of:

        -   premiums paid, or

        -   the Accumulated Value on the date we receive the returned Contract
            at the Home Office, plus administrative charges and any other
            charges deducted from the Account.
- --------------------------------------------------------------------------------

ALLOCATION OF PREMIUMS

    Upon receipt at our Home Office of your properly completed Contract
    application and initial premium payment, we will allocate the initial
    premium to the Money Market Subaccount within two business days. If your
    application is not properly completed, we reserve the right to retain your
    initial premium for up to five business days while we attempt to complete
    the application. At the end of this 5-day period, if the application is not
    complete, we will inform you of the reason for the delay and we will return
    the initial premium immediately, unless you specifically provide us your
    consent to retain the premium until the application is complete.

    You can allocate premiums paid to one or more Subaccounts, the Declared
    Interest Option, or both. Each allocation must be in whole percentages for a
    minimum of 10% of your premium payment.

        -   We will allocate the initial premium to the Money Market Subaccount
            for 10 days from the Contract Date.

        -   At the end of that period, we will allocate those monies among the
            Subaccounts and the Declared Interest Option according to the
            instructions in your application.

        -   We will allocate subsequent premiums in the same manner at the end
            of the valuation period when we receive them at our Home Office,
            unless the allocation percentages are changed.

        -   You may change your allocation schedule at any time by sending
            written notice to the Home Office. If you change your allocation
            percentages, we will allocate subsequent premium payments in
            accordance with the allocation schedule in effect. Changing your
            allocation schedule will not alter the allocation of your existing
            Accumulated Values among the Subaccounts or the Declared Interest
            Option.

        -   You may, however, direct individual payments to a specific
            Subaccount, the Declared Interest Option, or any combination
            thereof, without changing the existing allocation schedule.

    Because the Accumulated Values in each Subaccount will vary with that
    Subaccount's investment experience, you bear the entire investment risk for
    amounts allocated to the Subaccount. You should

                                       17
<PAGE>
    periodically review your premium allocation schedule in light of market
    conditions and your overall financial objectives.
- --------------------------------------------------------------------------------

VARIABLE ACCUMULATED VALUE

    The variable accumulated value of your Contract will reflect the investment
    experience of your selected Subaccounts, any premiums paid, surrenders or
    partial withdrawals, transfers and charges assessed. The Company does not
    guarantee a minimum variable accumulated value, and, because your Contract's
    variable accumulated value on any future date depends upon a number of
    variables, it cannot be predetermined.

    CALCULATION OF VARIABLE ACCUMULATED VALUE. Your Contract's variable
    accumulated value is determined at the end of each valuation period and is
    the aggregate of the values in each of the Subaccounts under your Contract.
    These values are determined by multiplying each Subaccount's unit value by
    the number of units allocated to that Subaccount.

    DETERMINATION OF NUMBER OF UNITS. The amounts you allocate to your selected
    Subaccounts are converted into Subaccount units. The number of units
    credited to each Subacount in your Contract is calculated at the end of the
    valuation period by dividing the dollar amount allocated by the unit value
    for that Subaccount. At the end of the valuation period, we will increase
    the number of units in each Subaccount by:

        -   any premiums paid, and

        -   any amounts transferred from another Subaccount or the Declared
            Interest Option.

    We will decrease the number of units in each Subaccount by:

        -   any amounts withdrawn,

        -   applicable charges assessed, and

        -   any amounts transferred to another Subaccount or the Declared
            Interest Option.

    DETERMINATION OF UNIT VALUE. We have set the unit value for each
    Subaccount's first valuation period at $10. We calculate the unit value for
    a Subaccount 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 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 operation or maintenance of the
                      Subaccount; minus

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

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

                                       18
<PAGE>
- --------------------------------------------------------------------------------

TRANSFER PRIVILEGE

    You may transfer monies in a Subaccount or the Declared Interest Option to
    another Subaccount or the Declared Interest Option on or before the
    retirement date. We will process all transfers based on the net asset value
    next determined after we receive your written request at the Home Office.

        -   The minimum amount of each transfer is $100 or the entire amount in
            that Subaccount or Declared Interest Option, if less.

        -   Transfers out of the Declared Interest Option must be for no more
            than 25% of the Accumulated Value in that option.

        -   If a transfer would reduce the Accumulated Value in the Declared
            Interest Option below $1,000, you may transfer the entire amount in
            that option.

        -   The Company waives fees for the first twelve transfers during a
            Contract Year.

        -   The Company will assess a transfer processing fee of $25 for the
            13th and each subsequent transfer during a Contract Year.

        -   We allow an unlimited number of transfers among or between the
            Subaccounts or the Declared Interest Option. (See "DECLARED INTEREST
            OPTION--Transfers from Declared Interest Option.")

    All transfer requests received in a valuation period will be considered to
    be one transfer, regardless of the Subaccounts or Declared Interest Option
    affected. We will deduct the transfer processing fee on a pro-rata basis
    from the Subaccounts or Declared Interest Option to which the transfer is
    made unless it is paid in cash.

    You may also transfer monies via telephone request if you selected this
    option on your initial application or have provided us with proper
    authorization. We reserve the right to suspend telephone transfer privileges
    at any time.
- --------------------------------------------------------------------------------

PARTIAL WITHDRAWALS AND SURRENDERS

    PARTIAL WITHDRAWALS. You may withdraw part of the Accumulated Value upon
    written notice at any time before the Retirement Date.

        -   The minimum amount which you may partially withdraw is $500.

        -   The maximum amount which you may partially withdraw is that which
            would leave the remaining Accumulated Value equal to or less than
            $2,000. If your partial withdrawal reduces your Accumulated Value to
            $2,000 or less, it may be treated as a full surrender of the
            Contract.

    We will process your partial withdrawal based on the net asset value next
    determined after we receive your written request at the Home Office. You may
    annually withdraw a maximum of 10% of the Accumulated Value without
    incurring a Surrender Charge. You may elect to have any applicable Surrender
    Charge deducted from your remaining Accumulated Value or the amount
    partially withdrawn. (See "Surrender Charge.")

    You may specify the amount of the partial withdrawal to be made from
    selected Subaccounts or the Declared Interest Option. If you do not so
    specify, or if the amount in the designated Subaccount(s) or Declared
    Interest Option is insufficient to comply with your request, we will make
    the partial withdrawal from each Subaccount or the Declared Interest Option
    based on the proportion that these values bear to the total Accumulated
    Value on the date we receive your request at the Home Office.

    SURRENDER. You may surrender your Contract upon written notice on or before
    the retirement date. We will determine your Net Accumulated Value based on
    the net asset value next determined after

                                       19
<PAGE>
    we receive your written request and your Contract at the Home Office. You
    may choose to have the Net Accumulated Value distributed to you as follows:

        -   under a payment option, or

        -   in a lump sum.


    SURRENDER AND PARTIAL WITHDRAWAL RESTRICTIONS. Your right to make partial
    withdrawals and surrenders is subject to any restrictions imposed by
    applicable law or employee benefit plan and you may realize adverse federal
    income tax consequences, including a penalty tax, upon utilization of these
    features. (See "FEDERAL TAX MATTERS--Taxation of Annuities" and "--Taxation
    of Qualified Contracts.")



    RESTRICTIONS ON DISTRIBUTIONS FROM CERTAIN TYPES OF CONTRACTS. Surrenders
    and partial withdrawals of Qualified Contracts are subject to certain
    restrictions. (See "FEDERAL TAX MATTERS--Taxation of Qualified Contracts.")

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

SPECIAL TRANSFER AND WITHDRAWAL OPTIONS

    You may elect the following options on your initial application or at a
    later date by completing the applicable Request Form and returning it to the
    Home Office. The options selected will remain in effect until we receive a
    written termination request from you at the Home Office. The use of
    Automatic Rebalancing or Dollar Cost Averaging does not guarantee profits,
    nor protect you against losses.

    AUTOMATIC REBALANCING. You may automatically reallocate your Accumulated
    Value among the Subaccounts and Declared Interest Option each year to return
    your Accumulated Value to your most recent premium allocation percentages.

        -   We will reallocate monies according to the percentage allocation
            schedule in effect on your Contract Anniversary.

        -   The maximum number of Subaccounts which you may select at any one
            time is ten.

        -   Rebalancing will occur on the fifth Business Day of the month
            following your Contract Anniversary.

        -   This feature is not considered in the twelve free transfers during a
            Contract Year.

        -   This feature cannot be utilized in combination with Dollar Cost
            Averaging.

    DOLLAR COST AVERAGING. You may periodically transfer a specified amount
    among the Subaccounts or the Declared Interest Option.

        -   The minimum amount of each transfer is $100.

        -   The maximum number of Subaccounts which you may select at any one
            time is ten, including the Declared Interest Option.

        -   You select the date to implement this program which will occur on
            the same date each month, or on the next Business Day.

        -   We will terminate this option when monies in the source account are
            inadequate.

        -   This feature is considered in the twelve free transfers during a
            Contract Year.

        -   This feature cannot be utilized in combination with Automatic
            Rebalancing or Systematic Withdrawals.

    SYSTEMATIC WITHDRAWALS. You may elect to receive automatic partial
    withdrawals.

        -   You specify the amount of the partial withdrawals to be made from
            selected Subaccounts or the Declared Interest Option.

                                       20
<PAGE>
        -   You specify the allocation of the withdrawals among the Subaccounts
            and Declared Interest Option, and the frequency (monthly, quarterly,
            semi-annually or annually).

        -   The minimum amount which you may withdraw is $500.

        -   The maximum amount which you may withdraw is that which would leave
            the remaining Accumulated Value equal to or less than $2,000.

        -   You may annually withdraw a maximum of 10% of Accumulated Value
            without incurring a Surrender Charge.

        -   Distributions will take place on the same date each month as the
            Contract Date.

        -   You may change the amount and frequency upon written request to the
            Home Office.

        -   This feature cannot be utilized in combination with Dollar Cost
            Averaging.

    We may terminate these privileges at any 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 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 surviving owners or new owners are afforded the following options:

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

             2.  If the surviving owner or the new 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, with
                        payments beginning within one year after the date of the
                        owner's death and with payments being made over the
                        lifetime of the owner, or over a period that does not
                        exceed the life expectancy of the owner.

    Under either of these options, 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.

    Other rules may apply to a Qualified Contract.

    DEATH OF AN ANNUITANT. If the annuitant dies before the retirement date, we
    will pay the death benefit under the Contract to the beneficiary. If there
    is no surviving beneficiary, we will pay the death benefit to the owner or
    the owner's estate. If the annuitant's age on the Contract Date was less
    than 76, we will determine the death benefit as of the date we receive due
    proof of death and the death benefit will equal the greatest of:

        -   the sum of the premiums paid, less the sum of all partial withdrawal
            reductions (including applicable surrender charges);

        -   the Accumulated Value; or

        -   the Performance Enhanced Death Benefit (PEDB) amount.

                                       21
<PAGE>
    The PEDB amount is equal to zero on the Contract Date. The PEDB amount
    increases by the amount of each premium payment (including the initial
    premium), and decreases by the amount of any partial withdrawal reduction.
    We will calculate the PEDB amount: (1) on each Contract Anniversary; (2) at
    the time you make any premium payment or partial withdrawal; and (3) on the
    annuitant's date of death. The PEDB amount on each calculation date is equal
    to the greater of (a) the previous PEDB amount or (b) the Accumulated Value.

    We will continue to recalculate the PEDB amount until the Contract
    Anniversary immediately prior to the oldest annuitant's 91st birthday. All
    subsequent PEDB amounts will be recalculated for additional premium payments
    or partial withdrawals only.

    If the annuitant's age on the Contract Date was 76 or older, the death
    benefit will be determined as of the date we receive due proof of death and
    is equal to the greater of:

        -   the sum of the premiums paid, less the sum of all partial withdrawal
            reductions (including applicable Surrender Charges), or

        -   the Accumulated Value.

    A partial withdrawal reduction is defined as (a) times (b) divided by (c)
    where:

          (a) is the death benefit immediately prior to withdrawal;

          (b) is the amount of the partial withdrawal (including applicable
      surrender charges); and

          (c) is the Accumulated Value immediately prior to withdrawal.

    We will pay the death benefit to the beneficiary in a lump sum unless the
    owner or beneficiary elects a payment option. We do not pay a death benefit
    if the annuitant dies after the retirement date.

    If the annuitant who is also 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:

        -   payments under the option begin within 1 year of the annuitant's
            death, and

        -   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.

    Other rules may apply to a Qualified Contract.
- --------------------------------------------------------------------------------

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 and retains the rights provided to
    owners during the annuity period, including the right to name successor
    payees if the deceased owner had not previously done so. On or after the
    retirement date, if any owner dies before the entire interest in the
    Contract has been distributed, the remaining portion of such interest will
    be distributed at least as quickly as under the method of distribution being
    used as of the date of death.

    If the annuitant dies before 120 payments have been received, we will make
    any remaining payments to the beneficiary. There is no death benefit payable
    if the annuitant dies after the retirement date.

    Other rules may apply to a Qualified Contract.

                                       22
<PAGE>
- --------------------------------------------------------------------------------

PROCEEDS ON THE RETIREMENT DATE

    You select the retirement date. 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, we will apply the proceeds under the life income
    annuity payment option with ten years guaranteed, unless you choose to have
    the proceeds paid under another option or in a lump sum. (See "Payment
    Options.") If a payment option is elected, we will apply the Accumulated
    Value less any applicable Surrender Charge. If a lump sum payment is chosen,
    we will pay the Net Accumulated Value on the retirement date.

    You may change the retirement date subject to these limitations:

        -   we must receive a written notice 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

    We will usually pay any surrender, partial withdrawal or death benefit
    within seven days of receipt of a written request at the Home Office. We
    also require any information or documentation necessary to process the
    request, and in the case of a death benefit, we must receive Due Proof of
    Death. We may postpone payments if:

        -   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;

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

        -   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 you have submitted a recent check or draft, we have the right to delay
    payment until we are assured that the check or draft has been honored.

    We have the right to defer payment of any surrender, partial withdrawal or
    transfer from the Declared Interest Option for up to six months. If payment
    has not been made within 30 days after receipt of all required
    documentation, or such shorter period as necessitated by a particular
    jurisdiction, we will add interest at the rate of 3% (or a higher rate if
    required by a particular state) to the amount paid from the date all
    documentation was received.
- --------------------------------------------------------------------------------

MODIFICATION

    You may modify your Contract only if one of our officers agrees in writing
    to such modification.

    Upon notification to you, we may modify your Contract if:

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

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

                                       23
<PAGE>
        -   necessary to reflect a change in the operation of the Account; or

        -   the modification provides additional Subaccount and/or fixed
            accumulation options.

    We will make the appropriate endorsement to your Contract in the event of
    most such modifications.
- --------------------------------------------------------------------------------

REPORTS TO OWNERS

    We will mail to you, at least annually, a report containing the Accumulated
    Value of your Contract (reflecting each Subaccount and the Declared Interest
    Option), premiums paid, withdrawals taken and charges deducted since your
    last report, and any other information required by any applicable law or
    regulation.
- --------------------------------------------------------------------------------

INQUIRIES

    You may contact the Company in writing at our Home Office if you have any
    questions regarding your Contract

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

THE DECLARED INTEREST OPTION
- --------------------------------------------------------------------------------

    You may allocate some or all of your premium payments, and transfer some or
    all of your 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%).

    IN COMPLIANCE WITH SPECIFIC STATE INSURANCE REGULATIONS, THE DECLARED
    INTEREST OPTION IS NOT AVAILABLE IN ALL STATES. A REGISTERED REPRESENTATIVE
    CAN PROVIDE INFORMATION ON THE AVAILABILITY OF THIS INVESTMENT OPTION.

    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 your information and 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 your 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, we assume 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 accumulated value is guaranteed to accumulate
    at a minimum effective annual interest rate of 3%. While we intend to credit
    the Declared Interest Option accumulated value with current rates in excess
    of the minimum guarantee, we are not obligated to do so. These current
    interest rates are influenced by, but do not necessarily correspond to,
    prevailing general market interest rates, and any interest credited on your
    amounts in the Declared Interest Option in excess of the minimum guaranteed
    rate will be determined in the sole discretion of the Company. You,
    therefore, assume the risk that interest credited may not exceed the
    guaranteed rate.

    Occasionally, we establish new current interest rates for the Declared
    Interest Option. The rate applicable to your Contract is the rate in effect
    on your most recent Contract Anniversary. This rate

                                       24
<PAGE>
    will remain unchanged until your next Contract Anniversary (i.e., for your
    entire Contract Year). During each Contract Year, your entire Declared
    Interest Option accumulated value (including amounts allocated or
    transferred to the Declared Interest Option during the year) is credited
    with the interest rate in effect for that period and becomes part of your
    Declared Interest Option accumulated value.

    We reserve the right to change the method of crediting interest, provided
    that such changes do not have the effect of reducing the guaranteed interest
    rate below 3% per annum, or shorten the period for which the current
    interest rate applies to less than a Contract Year.

    CALCULATION OF DECLARED INTEREST OPTION ACCUMULATED VALUE. The Declared
    Interest Option accumulated value is equal to:

        -   amounts allocated and transferred to it, plus

        -   interest credited, less

        -   amounts deducted, transferred or withdrawn.
- --------------------------------------------------------------------------------

TRANSFERS FROM DECLARED INTEREST OPTION

    You may make an unlimited number of transfers from the Declared Interest
    Option to any or all of the Subaccounts in each Contract Year. The amount
    you transfer may not exceed 25% of the Declared Interest Option accumulated
    value on the date of transfer. However, if the balance after the transfer is
    less than $1,000, you may transfer the entire amount.
- --------------------------------------------------------------------------------

PAYMENT DEFERRAL

    We have the right to defer payment of any surrender, partial withdrawal or
    transfer from the Declared Interest Option for up to six months.

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

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------

SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)

    CHARGE FOR PARTIAL WITHDRAWAL OR SURRENDER. We apply a charge if you make a
    partial withdrawal from or surrender your Contract during the first six
    Contract years.

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

    If 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 Company will retain the excess. In no event
    will the total Surrender Charges assessed under a Contract exceed 8.5% of
    the total premiums paid under that Contract.

                                       25
<PAGE>
    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. You may annually withdraw a maximum
    of 10% of the Accumulated Value without incurring a Surrender Charge. If you
    subsequently surrender your Contract during the Contract Year, we will apply
    a Surrender Charge to any partial withdrawals you've taken during the
    Contract Year. (This right is not cumulative from Contract Year to Contract
    Year.)


    SURRENDER CHARGE AT THE RETIREMENT DATE. We may assess a Surrender Charge
    against your Accumulated Value at the retirement date. We do not apply a
    Surrender Charge if you elect to receive a life contingent payment option.
    If you select fixed annuity payments under payment options 2 or 4, we assess
    a Surrender Charge by adding the number of years for which payments will be
    made to the number of Contract Years since your Contract inception and
    applying this sum in the table of Surrender Charges.


    WAIVER OF SURRENDER CHARGE. We reserve the right to waive the Surrender
    Charge after your first Policy Year if the annuitant is terminally ill (as
    defined in your Contract), stays in a qualified nursing center for 90 days,
    or is required to satisfy minimum distribution requirements in accordance
    with the Code. We must receive written notification, before the retirement
    date, at the Home Office in order to activate this waiver.
- --------------------------------------------------------------------------------

ANNUAL ADMINISTRATIVE CHARGE

    We apply an annual administrative charge of $30 on the Contract Date and on
    each Contract Anniversary prior to the retirement date. We deduct this
    charge from your Accumulated Value and use it to reimburse us for
    administrative expenses relating to your Contract. We will make the
    withdrawal from each Subaccount and the Declared Interest Option based on
    the proportion that each Subaccount's value bears to the total Accumulated
    Value. We do not assess this charge during the annuity payment period.

    We currently waive the annual administrative charge:


        -   with an initial premium payment of $50,000 or greater, or



        -   upon a Net Accumulated Value of $50,000 or greater on your Contract
            Anniversary.


    We may terminate this privilege at any time.
- --------------------------------------------------------------------------------

TRANSFER PROCESSING FEE

    We waive the transfer processing fee for the first twelve transfers during a
    Contract Year, but may assess a $25 charge for each subsequent transfer. We
    will deduct this fee on a pro-rata basis from the Subaccounts or Declared
    Interest Option to which the transfer is made unless it is paid in cash.
- --------------------------------------------------------------------------------

MORTALITY AND EXPENSE RISK CHARGE

    We apply a daily mortality and expense risk charge at an annual rate of
    1.40% (daily rate of 0.0038091%) (approximately 1.01% for mortality risk and
    0.39% for expense risk). This charge is used to compensate the Company for
    assuming mortality and expense risks.

    The mortality risk we assume is that annuitants may live for a longer period
    of time than estimated when the guarantees in the Contract were established.
    Through these guarantees, each payee is assured that longevity will not have
    an adverse effect on the annuity payments received. The mortality risk also
    includes a guarantee to pay a death benefit if the owner/annuitant dies
    before the retirement

                                       26
<PAGE>
    date. The expense risk we assume is that the annual administrative and
    transfer processing fees may be insufficient to cover actual future
    expenses.

    We may realize a profit from this charge and we may use such profit for any
    lawful purpose including paying distribution expenses.
- --------------------------------------------------------------------------------

INVESTMENT OPTION EXPENSES

    The assets of the Account will reflect the investment advisory fee 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, we do not charge for premium taxes levied by various states and
    other governmental entities on annuity contracts issued by insurance
    companies. These taxes range up to 3.5% and are subject to change. We
    reserve the right, however, to deduct such taxes from Accumulated Value.
- --------------------------------------------------------------------------------

OTHER TAXES

    Currently, we do not charge for any federal, state or local taxes incurred
    by the Company which may be attributable to the Account or the Contracts. We
    reserve the right, however, to make such a charge in the future.

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

PAYMENT OPTIONS
- --------------------------------------------------------------------------------


    The accumulation phase of your Contract ends on the retirement date you
    select (see "DESCRIPTION OF ANNUITY CONTRACT--Proceeds on Retirement Date").
    At that time, your proceeds will be applied under a payment option, unless
    you elect to receive this amount in a single sum. Should you not elect a
    payment option on the retirement date, proceeds will be paid as a life
    income variable annuity with payments guaranteed for ten years. The proceeds
    are the amount you apply to a payment option. The amount of proceeds will
    equal either: (1) the Net Accumulated Value if you are surrendering the
    Contract; or (2) the death benefit if the annuitant dies; or (3) the amount
    of any partial withdrawal you apply to a payment option.


    Prior to the retirement date, you may elect to have your proceeds applied
    under a payment option, or a beneficiary can have the death benefit applied
    under a payment option. In either case, the Contract must be surrendered for
    a lump sum payment to be made, or a supplemental agreement to be issued for
    the payment option.

    You can choose whether to apply any portion of your proceeds to provide
    either fixed annuity payments (available under all payment options),
    variable annuity payments (available under options 3 and 7 only), or a
    combination of both. If you elect to receive variable annuity payments, then
    you also must select the Subaccounts to which we will apply your proceeds.

    The annuity payment date is the date you select as of which we compute
    annuity payments. If you elect to receive variable annuity payments, the
    annuity payment date may not be the 29th, 30th or 31st day of any month. We
    compute the first annuity payment as of the initial annuity payment date you
    select. All subsequent annuity payments are computed as of annuity payment
    dates. These dates will be the same day of the month as the initial annuity
    payment date.

    Monthly annuity payments will be computed as of the same day each month as
    the initial annuity payment date. Quarterly annuity payments will be
    computed as of the same day in the 3rd, 6th, 9th, and 12th month following
    the initial annuity payment date and on the same days of such months in each
    successive year. Semi-annual annuity payment dates will be computed as of
    the same day in the

                                       27
<PAGE>
    6th and 12th month following the initial annuity payment date and on the
    same days of such months in each successive year. Annual annuity payments
    will be computed as of the same day in each year as the initial annuity
    payment date. If you do not select a payment frequency, we will make monthly
    payments.
- --------------------------------------------------------------------------------


DESCRIPTION OF PAYMENT OPTIONS



    OPTION 1--INTEREST INCOME. The proceeds are left with the Company to earn a
    set interest rate. The payee may elect to have the interest paid monthly,
    quarterly, semi-annually or annually. Under this option, the payee may
    withdraw part or all of the proceeds at any time.



    OPTION 2--INCOME FOR A FIXED TERM. The proceeds are paid in equal
    installments for a fixed number of years.



    OPTION 3--LIFE INCOME OPTION WITH TERM CERTAIN. The proceeds are 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 specified
    number of years.



    OPTION 4--INCOME FOR FIXED AMOUNT. The proceeds are paid in equal
    installments (at intervals elected by the payee) for a specific amount and
    will continue until all the proceeds plus interest are exhausted.



    OPTION 5--JOINT AND TWO-THIRDS TO SURVIVOR MONTHLY LIFE INCOME. The proceeds
    are paid in equal installments while two joint payees live. When one payee
    dies, future proceeds equal to two-thirds of the initial payment will be
    made to the survivor for their lifetime.



    OPTION 6--JOINT AND ONE-HALF TO SURVIVING SPOUSE. The proceeds are paid in
    equal monthly installments while two payees live. When the principal payee
    dies, the payment to the surviving spouse is reduced by 50%. If the spouse
    of the principal payee dies first, the payment to the principal payee is not
    reduced.



    OPTION 7--JOINT AND 100% TO SURVIVOR MONTHLY LIFE INCOME OPTION. The
    proceeds are paid in monthly installments while two joint payees live. When
    one payee dies, future proceeds will be made to the survivor for their
    lifetime.



    ALTERNATE PAYMENT OPTION. The Company may make available alternative payment
    options.

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

ELECTION OF PAYMENT OPTIONS AND ANNUITY PAYMENTS

    While the annuitant is living, you may elect, revoke or change a payment
    option at any time before the retirement date. Upon an annuitant's death, if
    a payment option is not in effect or if payment will be made in one lump sum
    under an existing option, the beneficiary may elect one of the options after
    the death of the owner/annuitant.

    We will initiate an election, revocation or change of a payment option upon
    receipt of your written request at the Home Office.


    We have provided a description of the available payment options above. The
    term "effective date" means the date as of which the proceeds are applied to
    a payment option. The term "payee" means a person who is entitled to receive
    payment under a payment option.


    FIXED ANNUITY PAYMENTS. Fixed annuity payments are periodic payments we make
    to the designated payee. The dollar amount of each payment does not change.
    We calculate the amount of each fixed annuity payment based on:

        -   the form and duration of the payment option chosen;

        -   the annuitant's age and sex;

                                       28
<PAGE>
        -   the amount of proceeds applied to purchase the fixed annuity
            payments, and

        -   the applicable annuity purchase rates.

    We use a minimum annual interest rate of 3% to compute fixed annuity
    payments. We may, in our sole discretion, make fixed annuity payments based
    on a higher annual interest rate.


    The payee may elect to receive fixed annuity payments under each of the
    payment options. We reserve the right to refuse the election of a payment
    option, and to make a lump sum payment to the payee if:



           (1) the total payments would be less than $2,000;



           (2) the amount of each payment would be less than $20; or



           (3) the payee is an assignee, estate, trustee, partnership,
       corporation, or association.



    Under Option 1 (Interest Income), the proceeds earn a set interest rate and
    the payee may elect to receive some or all of the interest in equal periodic
    payments. Under Option 4 (Income for Fixed Amount), proceeds are paid in
    amounts and at intervals specified by the payee. For each other payment
    option, we determine the dollar amount of the first fixed annuity payment by
    multiplying the dollar amount of proceeds being applied to purchase fixed
    annuity payments by the annuity purchase rate for the selected payment
    option. Subsequent fixed annuity payments are of the same dollar amount
    unless we make payments based on an interest rate different from the
    interest rate we use to compute the first payment.


    VARIABLE ANNUITY PAYMENTS. Variable annuity payments are periodic payments
    we make to the designated payee, the amount of which varies from one annuity
    payment date to the next as a function of the investment performance of the
    Subaccounts selected to support such payments. The payee may elect to
    receive variable annuity payments only under Option 3 (Life Income Option
    with Term Certain) and Option 7 (Joint and 100% to Survivor Monthly Life
    Income Option). We determine the dollar amount of the first variable annuity
    payment by multiplying the dollar amount of proceeds being applied to
    purchase variable annuity payments on the effective date by the annuity
    purchase rate for the selected payment option. Therefore, the dollar amount
    of the first variable annuity payment will depend on:

        -   the dollar amount of proceeds being applied to a payment option;

        -   the payment option selected;

        -   the age and sex of the annuitant; and


        -   the assumed interest rate used in the variable payment option tables
            (5% per year).


    We calculate the dollar amount of the initial variable annuity payment
    attributable to each Subaccount by multiplying the dollar amount of proceeds
    to be allocated to that Subaccount on the effective date by the annuity
    purchase rate for the selected payment option. The dollar value of the total
    initial variable annuity payment is equal to the sum of the payments
    attributable to each Subaccount.

    An "annuity unit" is a measuring unit we use to monitor the value of the
    variable annuity payments. We determine the number of annuity units
    attributable to a Subaccount by dividing the initial variable annuity
    payment attributable to that Subaccount by the annuity unit value (described
    below) for that Subaccount for the Valuation Period ending on the effective
    date or during which the effective date falls if the Valuation Period does
    not end on such date. The number of annuity units attributable to each
    Subaccount remains constant unless there is an exchange of annuity units
    (see "EXCHANGING ANNUITY UNITS" below).

    We calculate the dollar amount of each subsequent variable annuity payment
    attributable to each Subaccount by multiplying the number of annuity units
    of that Subaccount by the annuity unit value for that Subaccount for the
    Valuation Period ending as of the annuity payment date. The dollar value

                                       29
<PAGE>
    of each subsequent variable annuity payment is equal to the sum of the
    payments attributable to each Subaccount.

    The annuity unit value for each Valuation Period is equal to (a) multiplied
    by (b) multiplied by (c) where:

           (a) is the annuity unit value for the immediately preceding Valuation
       Period;

           (b) is the net investment factor for that Valuation Period (described
       below); and


           (c) is the daily assumed interest factor for each day in that
               Valuation Period. The assumed interest rate we use for variable
               annuity payment options is 5% per year. The daily assumed
               interest factor derived from an assumed interest rate of 5% per
               year is 0.9998663.


    We calculate the net investment factor for each Subaccount for each
    Valuation Period by dividing (x) by (y) and subtracting (z) from the result
    where:

           (x) is the net result of:

               1.  the value of the net assets in the Subaccount as of the end
           of the current Valuation Period; PLUS

               2.  the amount of investment income and capital gains, realized
           or unrealized, credited to the net assets of the Subaccount during
           the current Valuation Period; MINUS

               3.  the amount of capital losses, realized or unrealized, charged
           against the net assets of the Subaccount during the current Valuation
           Period; PLUS or MINUS

               4.  any amount charged against or credited to the Subaccount for
           taxes, or any amount set aside during the Valuation Period as a
           provision for taxes attributable to the operation or maintenance of
           the Subaccount.

           (y) is the net asset value of the Subaccount for the immediately
       preceding Valuation Period

           (z) is the daily amount charged for mortality and expense risks for
           each day of the current Valuation Period.


    If the annualized net investment return of a Subaccount for an annuity
    payment period is equal to the assumed interest rate, then the variable
    annuity payment attributable to that Subaccount for that period will equal
    the payment for the prior period. If the annualized net investment return of
    a Subaccount for an annuity payment period exceeds the assumed interest
    rate, then the variable annuity payment attributable to that Subaccount for
    that period will be greater than the payment for the prior period. To the
    extent that such annualized net investment return is less than the assumed
    interest rate, the payment for that period will be less than the payment for
    the prior period.


    For variable annuity payments, we reserve the right to:

           (1) refuse the election of a payment option if total payments would
       be less than $5,000;

           (2) refuse to make payments of less than $50 each; or

           (3) make payments at less frequent intervals if payments will be less
       than $50 each.

    EXCHANGING ANNUITY UNITS. By making a written or telephone request to us at
    any time after the effective date, the payee may exchange the dollar value
    of a designated number of annuity units of a particular Subaccount for an
    equivalent dollar amount of annuity units of another Subaccount. The
    exchange request will take effect as of the end of the Valuation Period when
    we receive the request. On the date of the exchange, the dollar amount of a
    variable annuity payment generated from the annuity units of either
    Subaccount would be the same. The payee may exchange annuity units of one
    Subaccount for annuity units of another Subaccount an unlimited number of
    times. We only permit exchanges of annuity units between the Subaccounts.

                                       30
<PAGE>
    SURRENDERS. By written request, a payee may make a full surrender of the
    payments remaining in a payment option and receive the surrender value. We
    do not allow any partial withdrawals of the dollar amounts allocated to a
    payment option. The surrender value is equal to:

           (a) the commuted value of remaining payments in a payment option;
       MINUS

           (b) a commutation fee that varies by year since the retirement date.


    The commuted value is the present value of the remaining stream of payments
    in a payment option, computed using the assumed interest rate and the
    annuity unit value(s) calculated as of the date we receive your surrender
    request. We assume that each payment under a variable payment option would
    be equal to the sum of the number of annuity units in each Subaccount
    multiplied by the applicable annuity unit value for each Subaccount.



    We will deduct a commutation fee (surrender charge) on any full surrenders
    requested during the first six years of a payment option. We assess the
    commutation fee as a percentage of the original proceeds. The commutation
    fee begins at 6% during the first year of a payment option and declines by
    1% in each of the next five years. Full surrenders requested after the sixth
    year of a payment option are not subject to a commutation fee. In addition,
    if you elect to receive variable annuity payments, then we do not assess a
    Surrender Charge against the proceeds applied to a variable payment option
    on the retirement date, and we will calculate any commutation fee based on
    the Contract Date. See "FEDERAL TAX MATTERS" for a discussion on the tax
    consequences of Surrenders.



    Please refer to APPENDIX A for more information on variable annuity
    payments.


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

YIELDS AND TOTAL RETURNS
- --------------------------------------------------------------------------------

    We 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 also advertise, or include in sales literature, performance relative to
    certain performance rankings and indices compiled by independent rating
    organizations. You may refer to the Statement of Additional Information for
    more detailed information relating to performance.

    The effective yield and total return calculated for each Subaccount is based
    on the investment performance of the corresponding Investment Option, which
    includes the Investment Option's total operating expenses. (See the
    accompanying Investment Option prospectuses.)

    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. This yield is calculated by assuming
    that the income generated during that 30-day or one-month period is
    generated each period over 12-months and is shown as a percentage of the
    investment.

    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. This yield is calculated by assuming that the income generated for
    that seven-day period is generated each period for 52-weeks 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 total return of a Subaccount refers to return quotations of an
    investment in a Subaccount for various periods of time. Total return figures
    are provided for each Subaccount for one, five and ten year periods,
    respectively. For periods prior to the date the Account commenced
    operations, performance information is calculated based on the performance
    of the Investment Options and the

                                       31
<PAGE>
    assumption that the Subaccounts were in existence for those same periods,
    with the level of Contract charges which were in effect at inception of the
    Subaccounts.

    The average annual total return quotations represent the average annual
    compounded rates of return that would equate an initial investment of $1,000
    to the redemption value of that investment as of the last day of each of the
    periods 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 you terminated your Contract at the end of each period
    indicated, but excluding any deductions for premium taxes).

    In addition to standardized average annual total return, non-standardized
    total return information may be used in advertisements or sales literature.
    Non-standardized return information will be computed on the same basis as
    described above, but does not include a surrender charge. In addition, the
    Company may disclose cumulative total return for Contracts funded by
    Subaccounts.

    Each Investment Option's yield, and standardized and non-standardized
    average annual total returns may also be disclosed, which may include
    investment periods prior to the date the Account commenced operations.
    Non-standardized performance data will only be disclosed if standardized
    performance data is also disclosed. Please refer to the Statement of
    Additional Information for additional information regarding the calculation
    of other performance data.

    In advertising and sales literature, Subaccount performance may be compared
    to the performance of other issuers of variable annuity contracts which
    invest in mutual fund portfolios with similar investment objectives. 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 according to investment objectives
    on an industry-wide basis.

    The rankings provided by Lipper include variable life insurance issuers as
    well as variable annuity issuers, whereas the rankings provided by VARDS
    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 deductions for operating
    expenses. Other independent ranking services and indices may also be used as
    a source of performance comparison.

    We 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.

                                       32
<PAGE>
- --------------------------------------------------------------------------------

FEDERAL TAX MATTERS
- --------------------------------------------------------------------------------

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE

INTRODUCTION

    This discussion is based on 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 these current tax laws and interpretations. Moreover, no
    attempt has been made to consider any applicable state or other tax laws.

    A 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"). A 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), 408 or 408A of the Internal Revenue Code of 1986,
    as amended (the "Code"). The effect of federal income taxes on 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, the tax and employment status of the individual concerned, and the
    Company's tax status. In addition, an individual must satisfy certain
    requirements in connection with:

        -   purchasing a Qualified Contract with proceeds from a tax-qualified
            plan, and

        -   receiving distributions from a Qualified Contract in order to
            continue to receive favorable tax treatment.

    Therefore, purchasers of Qualified Contracts are encouraged to seek
    competent legal and tax advice regarding the suitability and tax
    considerations specific to their situation. 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

    The Company believes that the Contract will be subject to tax as an annuity
    contract under the Code, which generally means that any increase in
    Accumulated Value will not be taxable until monies are received from the
    Contract, either in the form of annuity payments or in some other form. The
    following Code requirement must be met in order to be subject to annuity
    contract treatment for tax purposes:

    DIVERSIFICATION REQUIREMENTS. Section 817(h) of the Code provides that
    separate account investments must be "adequately diversified" in accordance
    with Treasury regulations in order for the Contract to qualify as an annuity
    contract for federal tax purposes. The Account, through each Investment
    Option, intends to comply with the diversification requirements prescribed
    in regulations under Section 817(h) of the Code, which affect how the assets
    in each Subaccount may be invested. Although the investment adviser of
    EquiTrust Variable Insurance Series Fund is an affiliate of the Company, we
    do not have control over the Fund or its investments. Nonetheless, the
    Company believes that each Investment Option in which the Account owns
    shares will meet the diversification requirements.

    OWNER CONTROL. In certain circumstances, owners of variable annuity
    contracts may be considered the owners, for federal income tax purposes, of
    the assets of the separate account used to support their contracts. In those
    circumstances, income and gains from the separate account assets would be
    includable in the variable annuity contract owner's gross income. The IRS
    has stated in published rulings that a variable annuity contract owner will
    be considered the owner of separate account assets if the contract owner
    possesses incidents of ownership in those assets, such as the ability to
    exercise

                                       33
<PAGE>
    investment control over the assets. The Treasury Department also 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 stated that guidance would be issued
    by way of regulations or rulings on the "extent to which policyholders may
    direct their investments to particular subaccounts without being treated as
    owners of the underlying assets."

    The ownership rights under the Contracts are similar to, but different in
    certain respects from, those described by the IRS in rulings in which it was
    determined that contract owners were not owners of separate account assets.
    For example, the contract owner has additional flexibility in allocating
    premium payments and Accumulated Values. These differences could result in a
    contract owner being treated as the owner of a pro rata potion 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:

        -   if any owner dies on or after the retirement date but before the
            interest in the contract has been fully 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

        -   if any owner dies prior to the date annuity payments begin, the
            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 designated
    beneficiary is the surviving spouse of the owner, the Contract may be
    continued with the surviving spouse as the new owner.

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

TAXATION OF ANNUITIES

THE FOLLOWING DISCUSSION ASSUMES THAT THE CONTRACTS WILL QUALIFY AS ANNUITY
CONTRACTS FOR FEDERAL INCOME TAX PURPOSES.

    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 through a
    partial withdrawal, surrender or annuity payment. For this purpose, the
    assignment, pledge, or agreement to assign or pledge any portion of the
    Accumulated 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.

                                       34
<PAGE>
    NON-NATURAL OWNER. A non-natural owner of an annuity contract generally must
    include any excess of cash value over the "investment in the contract" as
    income during the taxable year. However, there are some exceptions to this
    rule. Certain Contracts will generally be treated as held by a natural
    person if:

        -   the nominal owner is a trust or other entity which holds the
            contract as an agent for a natural person (but not in the case of
            certain non-qualified deferred compensation arrangements);

        -   the Contract is acquired by an estate of a decedent by reason of the
            death of the decedent;

        -   the Contract is issued in connection with certain Qualified Plans;

        -   the Contract is purchased by an employer upon the termination of
            certain Qualified Plans;

        -   the Contract is used in connection with a structured settlement
            agreement; or

        -   the Contract is purchased with a single payment within a year of the
            annuity starting date and substantially equal periodic payments are
            made, not less frequently than annually, during the annuity period.

    A prospective owner that is not a natural person should discuss these
    exceptions with their tax adviser.

    THE FOLLOWING DISCUSSION GENERALLY APPLIES TO CONTRACTS OWNED BY NATURAL
    PERSONS.

    PARTIAL WITHDRAWALS. Under Section 72(e) of the Code, if a partial
    withdrawal is taken from a Qualified Contract, 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, and special rules apply
    to distributions from Roth IRAs.

    Under Section 72(e) of the Code, if a partial withdrawal is taken from a
    Non-Qualified Contract, amounts received are generally first treated as
    taxable income to the extent that the Accumulated 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 and the contract
    received is treated as a new contract for purposes of the penalty and
    distribution-at-death rules. Special rules and procedures apply to
    Section 1035 transactions and prospective owners wishing to take advantage
    of Section 1035 should consult their tax adviser.


    ANNUITY PAYMENTS. Although tax consequences may vary depending on the payout
    option elected under an annuity contract, a portion of each annuity payment
    is generally not taxed and the remainder is taxed as ordinary income. The
    non-taxable portion of an annuity payment is generally determined in a
    manner that is designed to allow you to recover your investment in the
    contract ratably on a tax-free basis over the expected stream of annuity
    payments, as determined when annuity payments start. Once your investment in
    the contract has been fully recovered, however, the full amount of each
    annuity payment is subject to tax as ordinary income.


                                       35
<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:

        -   if distributed in a lump sum, they are taxed in the same manner as a
            surrender of the contract, or

        -   if distributed under a payment option, they are taxed in the same
            way as annuity payments.

    For these purposes, 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 from a
    Non-Qualified Contract, a 10% federal tax penalty may be imposed. However,
    generally, there is no penalty applied on distributions:

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

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

        -   attributable to the taxpayer becoming disabled;

        -   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;

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

        -   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

        -   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. Contract owners should consult their tax adviser.
- --------------------------------------------------------------------------------

TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT

    Certain tax consequences may result upon:

        -   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.

    An owner contemplating any of these actions should consult their tax
    adviser.
- --------------------------------------------------------------------------------

WITHHOLDING


    Generally, distributions from a Contract are subject to withholding of
    federal income tax at a rate which varies according to the type of
    distribution and the owner's tax status. The Owner generally can elect not
    to have withholding apply.



    Eligible rollover distributions from section 401(a) plans, section 403(a)
    annuities and section 403(b) tax-sheltered annuities are subject to a
    mandatory federal income tax withholding of 20%. An "eligible rollover
    distribution" is the taxable portion of any distribution from such a plan,
    except certain distributions such as distributions required by the Code or
    distributions in a specified annuity


                                       36
<PAGE>

    form. The 20% withholding does not apply, however, if the owner chooses a
    "direct rollover" from the plan to another tax-qualified plan or IRA.

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

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 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 CONTRACTS


    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; and

        -   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. For qualified plans under
    Section 401(a), 403(a) and 403(b), the Code requires that distributions
    generally must commence no later than April 1 of the calendar year following
    the calendar year in which the owner (or plan participant) (i) reaches age
    70 1/2 or (ii) retires, and must be made in a specified form or manner. If
    the plan participant is a "5 percent owner" (as defined in the Code),
    distributions generally must begin no later than April 1 of the calendar
    year following the calendar year in which the owner (or plan participant)
    reaches age 70 1/2. For IRAs described in Section 408, distributions
    generally must commence no later than April 1 of the calendar year following
    the calendar year in which the owner (or plan participant) reaches age
    70 1/2. For Roth IRAs under Section 408A, distributions are not required
    during the owner's (or plan participant's) lifetime. 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

                                       37
<PAGE>
    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. Earnings
    in an IRA are not taxed until distribution. IRA contributions are limited
    each year to the lesser of $2,000 or 100% of the amount of compensation
    includible in the owner's gross income and may be deductible in whole or in
    part depending on the individual's income. The limit on the amount
    contributed to an IRA does not apply to distributions from certain other
    types of qualified plans that are "rolled over" on a tax-deferred basis into
    an IRA. Amounts in the IRA (other than nondeductible contributions) are
    taxed when distributed from the IRA. Distributions prior to age 59 1/2
    (unless certain exceptions apply) are subject to a 10% penalty tax.


    Employers may establish Simplified Employee Pension (SEP) Plans to provide
    IRA contributions on behalf of their employees. In addition to all of the
    general Code rules governing IRAs, such plans are subject to certain Code
    requirements regarding participation and amounts of contributions.

    SIMPLE IRAS. Section 408(p) of the Code permits small employers to establish
    SIMPLE IRAs under which employees may elect to defer a percentage of their
    compensation up to $6,000 (as increased for cost of living adjustments). The
    sponsoring employer is required to make a matching contribution on behalf of
    contributing employees. Distributions from a SIMPLE IRA 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.


    ROTH IRAS. Section 408A of the Code permits certain eligible individuals to
    contribute to a Roth IRA. Contributions to a Roth IRA, which are subject to
    certain limitations, are not deductible and must be made in cash or as a
    rollover or conversion from another Roth IRA or other IRA. A rollover from
    or conversion of an IRA to a Roth IRA may be subject to tax and other
    special rules may apply. Such conversions are subject to a 10% penalty tax
    if they are distributed before five years have passed since the year of the
    conversion. You should consult a tax adviser before combining any converted
    amounts with any other Roth IRA contributions, including any other
    conversion amounts from other tax years. Distributions from a Roth IRA
    generally are not taxed, except that, once aggregate distributions exceed
    contributions to the Roth IRA, income tax and a 10% penalty tax may apply to
    distributions made:


        -   before age 59 1/2 (subject to certain exceptions), or

        -   during the five taxable years starting with the year in which the
            first contribution is made to any Roth IRA.


    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:


        -   elective contributions made in years beginning after December 31,
            1988;

        -   earnings on those contributions; and

                                       38
<PAGE>
        -   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.

    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

    The Company currently 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. We reserve 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 the Company 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 our
    understanding of current law. Although the likelihood of legislative changes
    is uncertain, there is always the possibility that the tax treatment of the
    Contract could change by legislation or otherwise. 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. You should
    consult your tax adviser for further information.

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

DISTRIBUTION OF THE CONTRACTS
- --------------------------------------------------------------------------------


    The Contracts will be offered to the public on a continuous basis. We do not
    anticipate discontinuing the offering of the Contracts, but reserve the
    right to do so. Applications for Contracts are solicited by agents, who in
    addition to being licensed by applicable state insurance authorities to sell
    the variable annuity contracts and/or variable life insurance policies for
    the Company, 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 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. ("NASD").


    EquiTrust Marketing serves 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 and 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 broker-dealers with selling agreements up to an amount
    equal to 6% of the premiums paid under a Contract during the first Contract
    year, 4.5% of the premiums paid in the
                                       39
<PAGE>
    second through sixth Contract years and 1.25% of the premiums paid in the
    seventh and subsequent Contract years, as well as 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."


    Under the Public Disclosure Program, NASD Regulation ("NASDR") provides
    certain information regarding the disciplinary history of NASD member
    broker-dealers and their associated persons in response to written,
    electronic or telephonic inquiries. NASDR's toll-free Public Disclosure
    Program Hotline telephone number is 1-800-289-9999 and their Web site
    address is www.nasdr.com. An investor brochure that includes information
    describing the Public Disclosure Program is available from NASDR.


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

LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------

    The Company, like other life insurance companies, is involved in lawsuits.
    Currently, there are no class action lawsuits naming the Company as a
    defendant or involving the Account. In some lawsuits involving other
    insurers, substantial damages have been sought and/or material settlement
    payments have been made. Although the outcome of any litigation cannot be
    predicted with certainty, the Company believes that at the present time,
    there are no pending or threatened lawsuits that are reasonably likely to
    have a material adverse impact on the Account or the Company.

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

VOTING RIGHTS
- --------------------------------------------------------------------------------

    To the extent required by 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 corresponding Subaccounts. If, however, the 1940 Act or any
    regulation thereunder should be amended, or if the present interpretation
    thereof should change, and, as a result, the Company determines that it is
    permitted to vote the Fund shares in its own right, it may elect to do so.

    The number of votes you have the right to instruct will be calculated
    separately for each Subaccount to which you have Accumulated Value, and may
    include fractional votes. (You only have voting interest prior to the
    retirement date.) The number of votes attributable to a Subaccount is
    determined by dividing your Accumulated Value in that Subaccount by the net
    asset value per share of the Investment Option of the corresponding
    Subaccount.

    The number of votes of an Investment Option which are available to you is
    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. For each Subaccount in which you have a voting
    interest, you will receive proxy materials and reports relating to any
    meeting of shareholders of the Investment Option in which that Subaccount
    invests.

    The Company will vote Fund shares attributable to Contracts as to which no
    timely instructions are received (as well as any Fund shares held in the
    Account which are not attributable to Contracts) in proportion to the voting
    instructions received with respect to all Contracts participating in each
    Investment Option. Voting instructions to abstain on any item to be voted
    upon will be applied on a pro rata basis to reduce the votes eligible to be
    cast on a matter.

                                       40
<PAGE>
- --------------------------------------------------------------------------------

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


    The audited statutory-basis balance sheets of the Company as of
    December 31, 1999 and 1998, and the related statutory-basis statements of
    operations, changes in net worth and cash flows for the years then ended, as
    well as the related Report of Independent Auditors are contained in the
    Statement of Additional Information. Likewise, the audited statements of net
    assets for the Account as of December 31, 1999 and the related statements of
    operations for the year then ended, and changes in net assets for the
    periods disclosed in the financial statements, as well as the related Report
    of Independent Auditors are contained in the Statement of Additional
    Information.


                                       41
<PAGE>
- --------------------------------------------------------------------------------

APPENDIX A
- --------------------------------------------------------------------------------

CALCULATING VARIABLE ANNUITY PAYMENTS

    The following chart has been prepared to show how investment performance
    could affect variable annuity payments over time. It illustrates the
    variable annuity payments under a supplemental agreement issued in
    consideration of proceeds from a non-qualified Contract. The chart
    illustrates certain variable annuity payments under five hypothetical rate
    of return scenarios. Of course, the illustrations merely represent what such
    payments might be under a HYPOTHETICAL supplemental agreement issued for
    proceeds from a HYPOTHETICAL Contract.

     WHAT THE CHART ILLUSTRATES. The chart illustrates the first monthly payment
     in each of 25 years under a hypothetical variable payment supplemental
     agreement issued in consideration of proceeds from a hypothetical
     non-qualified Contract assuming a different hypothetical rate of return for
     a single Subaccount supporting the agreement. The chart assumes that the
     first monthly payment in the initial year shown is $1,000.


     HYPOTHETICAL RATES OF RETURN. The variable annuity payments reflect five
     different assumptions for a constant investment return before fees and
     expenses: 0.00%, 3.57%, 7.14%, 9.57%, and 12.00%. Net of all expenses,
     these constant returns are: -2.14%, 1.43%, 5.00%, 7.43%, and 9.86%. The
     first variable annuity payment for each year reflects the 5% Assumed
     Interest Rate net of all expenses for the Subaccount (and the underlying
     Funds) pro-rated for the month shown. Fund management fees and operating
     expenses are assumed to be at an annual rate of 0.74% of their average
     daily net assets. This is the average of Fund expenses shown in the Annual
     Investment Option Expenses table on page 6. The mortality and expense risk
     charge is assumed to be at an annual rate of 1.40% of the illustrated
     Subaccount's average daily net assets.


    THE FIRST MONTHLY VARIABLE ANNUITY PAYMENTS DEPICTED IN THE CHART ARE BASED
    ON HYPOTHETICAL SUPPLEMENTAL AGREEMENTS AND HYPOTHETICAL INVESTMENT RESULTS
    AND ARE NOT PROJECTIONS OR INDICATIONS OF FUTURE RESULTS. THE COMPANY DOES
    NOT GUARANTEE OR EVEN SUGGEST THAT ANY SUBACCOUNT, CONTRACT OR AGREEMENT
    ISSUED BY IT WOULD GENERATE THESE OR SIMILAR MONTHLY PAYMENTS FOR ANY PERIOD
    OF TIME. THE CHART IS FOR ILLUSTRATION PURPOSES ONLY AND DOES NOT REPRESENT
    FUTURE VARIABLE ANNUITY PAYMENTS OR FUTURE INVESTMENT RETURNS. The first
    variable annuity payment in each year under an actual agreement issued in
    connection with an actual Contract may be more or less than those shown if
    the actual returns of the Subaccount(s) selected by an owner are different
    from the hypothetical returns. Because it is likely that a Subaccount's
    investment return will fluctuate over time, variable annuity payments
    actually received by a payee may be more or less than those shown in this
    illustration. Also, in an actual case, the total amount of variable annuity
    payments ultimately received will depend upon the payment option selected,
    and, for the life contingent options, upon the life of the payee. See the
    prospectus section titled "PAYMENT OPTIONS--Election of Payment Options and
    Annuity Payments."

     ASSUMPTIONS ON WHICH THE HYPOTHETICAL AGREEMENT AND CONTRACT ARE BASED. The
     chart reflects a hypothetical supplemental agreement and Contract. These,
     in turn, are based on the following assumptions:

        -   The hypothetical Contract is a Non-Qualified Contract

        -   The supplemental agreement is issued in consideration of proceeds
            from the hypothetical Contract

        -   The proceeds applied under the agreement represents the entire Net
            Accumulated Value of the Contract and is allocated to a single
            Subaccount

                                      A-1
<PAGE>

        -   The single Subaccount has annual constant rates of return before
            fees and expenses of 0.00%, 3.57%, 7.14%, 9.57%, and 12.00%



        -   Assumed Interest Rate is 5% per year


        -   The payee elects to receive monthly variable annuity payments

        -   The proceeds applied to the purchase of annuity units as of the
            effective date of the agreement under the annuity payment option
            selected results in an initial variable annuity payment of $1,000

    For a discussion of how a Contract Owner or payee may elect to receive
    monthly, quarterly, semi-annual or annual variable annuity payments, see
    "PAYMENT OPTIONS."


     ASSUMED INTEREST RATE. Among the most important factors that determines the
     amount of each variable annuity payment is the Assumed Interest Rate. Under
     supplemental agreements available as of the date of this prospectus, the
     Assumed Interest Rate is 5%. Variable annuity payments will increase in
     size from one annuity payment date to the next if the annualized net rate
     of return during that time is greater than the Assumed Interest Rate, and
     will decrease if the annualized net rate of return over the same period is
     less than the Assumed Interest Rate. (The Assumed Interest Rate is an
     important component of the net investment factor.) For a detailed
     discussion of the Assumed Interest Rate and net investment factor, see
     "PAYMENT OPTIONS."


     THE $1,000 INITIAL MONTHLY VARIABLE ANNUITY PAYMENT. The hypothetical
     supplemental agreement has an initial monthly variable annuity payment of
     $1,000. The dollar amount of the first variable annuity payment under an
     actual agreement will depend upon:

        -   the amount of proceeds applied

        -   the annuity payment option selected

        -   the annuity purchase rates in the agreement on the effective date


        -   the Assumed Interest Rate under the agreement on the effective date


        -   the age of the annuitant

        -   in most cases, the sex of the annuitant


    For each column in the chart, the entire proceeds is allocated to a
    Subaccount having a constant rate of return as shown at the top of the
    column. However, under an actual agreement, proceeds are often allocated
    among several Subaccounts. The dollar amount of the first variable annuity
    payment attributable to each Subaccount is determined under an actual
    agreement by dividing the dollar value of the proceeds applied to that
    Subaccount as of the effective date by $1,000, and multiplying the result by
    the annuity purchase rate in the agreement for the payment option selected.
    The amount of the first variable annuity payment is the sum of the first
    payments attributable to each Subaccount to which proceeds were allocated.
    For a detailed discussion of how the first variable annuity payment is
    determined, see "PAYMENT OPTIONS." For comparison purposes, hypothetical
    monthly fixed annuity payments are shown in the column using a 5% net
    Assumed Interest Rate.


                                      A-2
<PAGE>

                 INITIAL MONTHLY PAYMENTS FOR EACH YEAR SHOWN,
                       ASSUMING A CONSTANT RATE OF RETURN



<TABLE>
<CAPTION>

CONTRACT                  0.00% GROSS   3.57% GROSS   7.14% GROSS   9.57% GROSS   12.00% GROSS
YEAR                      -2.14% NET     1.43% NET     5.00% NET     7.43% NET     9.86% NET
<S>                       <C>           <C>           <C>           <C>           <C>
1                           $1,000        $1,000        $1,000        $1,000        $1,000
2                             932           966          1,000         1,023         1,046
3                             869           933          1,000         1,047         1,095
4                             810           901          1,000         1,071         1,145
5                             755           871          1,000         1,096         1,198
6                             703           841          1,000         1,121         1,254
7                             655           813          1,000         1,147         1,312
8                             611           785          1,000         1,174         1,373
9                             569           758          1,000         1,201         1,436
10                            531           732          1,000         1,229         1,503
11                            494           708          1,000         1,257         1,572
12                            461           684          1,000         1,286         1,645
13                            430           660          1,000         1,316         1,721
14                            400           638          1,000         1,346         1,801
15                            373           616          1,000         1,378         1,884
16                            348           595          1,000         1,409         1,971
17                            324           575          1,000         1,442         2,063
18                            302           555          1,000         1,475         2,158
19                            282           537          1,000         1,510         2,258
20                            262           518          1,000         1,545         2,362
21                            245           501          1,000         1,580         2,472
22                            228           484          1,000         1,617         2,586
23                            212           467          1,000         1,654         2,706
24                            198           451          1,000         1,693         2,831
25                            184           436          1,000         1,732         2,962
</TABLE>


                                      A-3
<PAGE>
- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
GENERAL INFORMATION ABOUT THE COMPANY....................................   1
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.......................................   3
      Other Total Returns................................................   5
      Effect of the Administrative Charge on Performance Data............   5
LEGAL MATTERS............................................................   5
EXPERTS..................................................................   6
OTHER INFORMATION........................................................   6
FINANCIAL STATEMENTS.....................................................   6
</TABLE>

                                    SAI-TOC
<PAGE>
If you would like a copy of the Statement of Additional Information, please
complete the information below and detach and mail this card to the Company at
the address shown on the cover of this prospectus.

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

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

City, State, Zip
- -------------------------------------------------------------------------------

                               TEAR AT PERFORATION
<PAGE>
                                     PART B

                      STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION

                        EQUITRUST LIFE INSURANCE COMPANY

                             5400 University Avenue
                          West Des Moines, Iowa 50266
                                 1-888-349-4656

                       EQUITRUST LIFE ANNUITY ACCOUNT II

         INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

This Statement of Additional Information contains additional information to the
Prospectus for the flexible premium deferred variable annuity contract (the
"Contract") offered by EquiTrust 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, and the selected
Investment Options of EquiTrust Variable Insurance Series Fund, T. Rowe Price
Equity Series, Inc., T. Rowe Price International Series, Inc. and Dreyfus
Variable Investment Fund. The Prospectus for the Contract is 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.

                                  May 1, 2000
<PAGE>
- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>                                                                          <C>
GENERAL INFORMATION ABOUT THE COMPANY......................................    1
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.........................................    3
      Other Total Returns..................................................    5
      Effect of the Administrative Fee On Performance Data.................    5
LEGAL MATTERS..............................................................    5
EXPERTS....................................................................    6
OTHER INFORMATION..........................................................    6
FINANCIAL STATEMENTS.......................................................    6
</TABLE>

<PAGE>
- --------------------------------------------------------------------------------

GENERAL INFORMATION ABOUT THE COMPANY
- --------------------------------------------------------------------------------

    One hundred percent of the outstanding voting shares of the Company are
    owned by Farm Bureau Life Insurance Company which is 100% owned by FBL
    Financial Group, Inc. At December 31, 1999, Iowa Farm Bureau Federation
    owned 56.47% of the outstanding voting stock of FBL Financial Group, Inc.

    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.

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

ADDITIONAL CONTRACT PROVISIONS
- --------------------------------------------------------------------------------

THE CONTRACT

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

INCONTESTABILITY

    We 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, we will pay that
    amount 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
- --------------------------------------------------------------------------------

    The Company may disclose yields, total returns and other performance data
    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

    Advertisements and sales literature may quote the current annualized yield
    of the Money Market Subaccount for a seven-day period. This figure is
    computed by determining the net change (exclusive or realized gains and
    losses on the sale of securities, unrealized appreciation and depreciation
    and income other than investment income) at the end of the seven-day period
    in the value of a hypothetical account under a Contract with a balance of 1
    unit at the beginning of the period,

                                       1
<PAGE>
    dividing this net change 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.

    The net change in account value reflects:

        -   net income from the Investment Option attributable to the
            hypothetical account; and

        -   charges and deductions imposed under the Contract attributable to
            the hypothetical account.

    The charges and deductions include per unit charges for the hypothetical
    account for:

        -   the annual administrative fee and

        -   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 of
          realized gains or losses on the sale of securities and unrealized
          appreciation and depreciation and income other than investment income)
          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 and income other than investment income)
          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>

    The yield for the Money Market Subaccount will be lower than the yield for
    the Money Market Investment Option due to the charges and deductions imposed
    under the Contract.

    The current and effective yields of the Money Market Subaccount normally
    fluctuate on a daily basis and SHOULD NOT ACT AS AN INDICATION OR
    REPRESENTATION OF FUTURE YIELDS OR RATES OF RETURN. The actual yield is
    affected by:

        -   changes in interest rates on money market securities,

        -   the average portfolio maturity of the Money Market Investment
            Option,

        -   the quality of portfolio securities held by this Investment Option,
            and

        -   the operating expenses of the Money Market Investment Option.

    Yields may also be presented for other periods of time.

                                       2
<PAGE>
- --------------------------------------------------------------------------------

OTHER SUBACCOUNT YIELDS

    Advertisements and sales literature 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 of a
    Subaccount refers to income generated by that Subaccount during a 30-day or
    one-month period which 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.

    The annual administrative fee (deducted at the beginning of each Contract
    Year) and mortality and expense risk charge are included in expenses of the
    Subaccounts. For purposes of calculating the 30-day or one-month yield, an
    average administrative fee per dollar of Contract value is used 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) (to the power of "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.

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

    The yield for each Subaccount will be lower than the yield for the
    corresponding Investment Option due to the various charges and deductions
    imposed under the Contract.

    The yield for each Subaccount normally will fluctuate over time and SHOULD
    NOT ACT AS AN INDICATION OR REPRESENTATION OF FUTURE YIELDS OR RATES OF
    RETURN. A Subaccount's actual yield is affected by the quality of portfolio
    securities held by the corresponding Investment Option and its operating
    expenses.

    The Surrender Charge is not considered in the yield calculation.
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS

    Advertisements and sales literature may also quote average annual total
    returns for the Subaccounts for various periods of time, including periods
    before the Subaccounts were in existence. Total return figures are provided
    for each Subaccount for one, five and ten year periods. Average annual total
    returns may also be disclosed for other periods of time.

    Adjusted historic average annual total return quotations represent the
    average annual compounded rates of return that would equate an initial
    investment of $1,000 to the redemption value of that investment as of the
    last day of each of the periods for which total return quotations are
    provided. The last date of each period is the most recent month-end
    practicable.


    Adjusted historic average annual total returns for each Subaccount are
    calculated based on the assumption that the Subaccounts were in existence
    during the stated periods with the level of


                                       3
<PAGE>

    Contract charges which were in effect at the inception of each Subaccount
    (see four columns under "Investment Option" heading below). For purposes of
    calculating average annual total return, an average annual administrative
    fee per dollar of Contract value is used. The calculation also assumes
    surrender of the Contract at the end of the period. The total return will
    then be calculated according to the following formula:


<TABLE>
<S>  <C>  <C>
TR = (ERV/P)(1/N) - 1

Where:

TR   =    the average annual total return net of subaccount recurring charges.

ERV  =    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>


    The following chart provides the adjusted historic average annual total
    return information for the Subaccounts. When a Subaccount has been in
    existence for at least one year, the chart below provides the actual
    adjusted average annual total return for the Subaccount as of the end of the
    period indicated or from the date of inception (i.e., since the first dollar
    was funded to the Subaccount) calculated according to the formula described
    above (see the two columns to the right of the chart under the heading
    "Subaccount").



<TABLE>
<CAPTION>
                                                          INVESTMENT OPTION                           SUBACCOUNT
                                           FOR THE    FOR THE    FOR THE    FOR THE PERIOD     FOR THE    FOR THE PERIOD
                                           1-YEAR     5-YEAR     10-YEAR     FROM DATE OF       1-YEAR     FROM DATE OF
                                           PERIOD     PERIOD     PERIOD      INCEPTION OF       PERIOD     INCEPTION OF
                                            ENDED      ENDED      ENDED    INVESTMENT OPTION    ENDED       SUBACCOUNT
SUBACCOUNT (INCEPTION DATE)               12/31/99   12/31/99   12/31/99      TO 12/31/99      12/31/99    TO 12/31/99
<S>                                       <C>        <C>        <C>        <C>                 <C>        <C>
EquiTrust Variable Insurance Series Fund
  Value Growth(1) (12/29/98)              (13.56)%      0.08%      4.31%          2.94%        (13.51)%      (11.33)%
  High Grade Bond(1) (2/4/99)              (8.03)       5.26       6.14           6.88             --         (8.05)
  High Yield Bond(1) (1/8/99)              (8.30)       6.92       8.23           8.43             --         (7.80)
  Money Market(2) (12/21/98)               (3.34)       2.87         --           3.04          (3.35)        (2.17)
  Blue Chip(3) (1/8/99)                     12.00      21.99         --          17.93             --          7.71
T. Rowe Price Equity Series, Inc.
  Equity Income(4) (1/22/99)               (4.10)      16.45         --          15.54             --         (2.62)
  Mid-Cap Growth(5) (12/29/98)              14.71         --         --          18.22          12.98         19.14
  New America Growth(4) (12/29/98)           4.39      21.85         --          18.96           3.65          9.11
  Personal Strategy Balanced(6) (1/6/99)     0.31      14.14         --          14.40             --         (0.62)
T. Rowe Price International Series, Inc.
  International Stock(4) (1/20/99)          23.72      13.06         --          11.82             --         22.78
Dreyfus Variable Investment Fund
  Appreciation Portfolio(7) (12/29/98)       3.17      23.32         --          18.40           2.92          5.38
  Disciplined Stock Portfolio(8)
  (1/6/99)                                   9.75         --         --          24.06             --          8.26
  Growth and Income Portfolio(9)
  (1/22/99)                                  8.27      22.12         --          19.06             --          8.56
  International Equity Portfolio(9)
  (1/22/99)                                 49.56      14.85         --          12.58             --         45.59
  Small Cap Portfolio(10) (12/29/98)        14.16      13.77         --          34.09          11.64         17.43
</TABLE>


                                       4
<PAGE>

    The actual Subaccount total return information and the Investment Option
     total return information will vary because of the method used to deduct the
    mortality and expense risk charge from the returns. For Subaccount total
    return information, the mortality and expense risk charge is calculated
    based on the daily net assets multiplied by a daily factor and reduced on a
    daily basis. For Investment Option total return information, the mortality
    and expense risk charge is calculated as a single charge applied at the end
    of the period on an annualized basis.


        (1)   The Value Growth, High Grade Bond and High Yield Bond Portfolios
              commenced operations on October 17, 1987.

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

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

        (4)   The Equity Income, New America Growth and International Stock
              Portfolios commenced operations on March 31, 1994.

        (5)   The Mid-Cap Growth Portfolio commenced operations on December 31,
              1996.

        (6)   The Personal Strategy Balanced Portfolio commenced operations on
              December 30, 1994.


        (7)   The Appreciation Portfolio commenced operations on April 5, 1993.


        (8)   The Disciplined Stock Portfolio commenced operations on April 30,
              1996.

        (9)   The Growth and Income and International Equity Portfolios
              commenced operations on May 2, 1994.

        (10)  The Small Cap Portfolio commenced operations on August 31, 1990.
- --------------------------------------------------------------------------------

OTHER TOTAL RETURNS

    Advertisements and sales literature may also quote average annual total
    returns which do not reflect the Surrender Charge. These figures are
    calculated in the same manner as average annual total returns described
    above, however, the Surrender Charge is not taken into account at the end of
    the period.

    We 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

    We apply an annual administrative charge of $30 on the Contract Date and on
    each Contract Anniversary prior to the retirement date. This charge is
    deducted from each Subaccount and the Declared Interest Option based on the
    proportion that each Subaccount's value bears to the total Accumulated
    Value. For purposes of reflecting the administrative fee in yield and total
    return quotations, this annual charge is converted into a per-dollar per-day
    charge based on the average value of all contracts in the Account on the
    last day of the period for which quotations are provided. The per-dollar
    per-day average charge is then adjusted to reflect the basis upon which the
    particular quotation is calculated.

                                       5
<PAGE>
- --------------------------------------------------------------------------------

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.

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

EXPERTS
- --------------------------------------------------------------------------------


    The Account's statements of net assets as of December 31, 1999 and the
    related statements of operations for the year then ended, and changes in net
    assets for the periods disclosed in the financial statements, and the
    statutory-basis balance sheets of the Company at December 31, 1999 and 1998
    and the related statutory-basis statements of operations, changes in net
    worth and cash flows for the years then ended, appearing herein, have been
    audited by Ernst & Young LLP, independent auditors, as set forth in their
    respective reports 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.


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

OTHER INFORMATION
- --------------------------------------------------------------------------------

    A registration statement has been filed with the SEC under the Securities
    Act of 1933 as amended, with respect to the Contract 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 as to the contents of the
    Contract and other legal instruments are summaries. For a complete statement
    of the terms of these documents, reference is made to such instruments as
    filed.

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

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


    The Company's statutory-basis 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.


                                       6
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
EquiTrust Life Insurance Company

We have audited the accompanying statutory-basis balance sheets of EquiTrust
Life Insurance Company as of December 31, 1999 and 1998, and the related
statutory-basis statements of operations, changes in net worth, and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

As described in Note 1 to the financial statements, the Company presents its
financial statements in conformity with accounting practices prescribed or
permitted by the Insurance Division, Department of Commerce, of the State of
Iowa, which practices differ from accounting principles generally accepted in
the United States. The variances between such practices and accounting
principles generally accepted in the United States and the effects on the
accompanying financial statements are described in Note 1.

In our opinion, because of the effects of the matter described in the preceding
paragraph, the financial statements referred to above do not present fairly, in
conformity with accounting principles generally accepted in the United States,
the financial position of EquiTrust Life Insurance Company at December 31, 1999
or 1998, or the results of its operations or its cash flows for the years then
ended.

However, in our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of EquiTrust Life
Insurance Company at December 31, 1999 and 1998, and the results of its
operations and its cash flow for the years then ended, in conformity with
accounting practices prescribed or permitted by the Insurance Division,
Department of Commerce, of the State of Iowa.

                                                           /s/ Ernst & Young LLP

Des Moines, Iowa
February 14, 2000

                                        1
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                        BALANCE SHEETS--STATUTORY BASIS
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                    DECEMBER 31
                                -------------------
                                  1999       1998
                                -------------------
<S>                             <C>        <C>
ADMITTED ASSETS
Bonds:
  United States Government and
    agencies                    $24,317    $30,526
  State, municipal and other
    governments                   1,021      1,524
  Public utilities                1,857      2,085
  Industrial and miscellaneous   19,249     15,570
                                -------------------
                                 46,444     49,705
Cash and short-term
  investments                     6,612     22,963
                                -------------------
Cash and invested assets         53,056     72,668
Premiums deferred and
  uncollected                        21         11
Investment income due and
  accrued                           432        361
Amounts receivable under
  reinsurance agreements            623         89
Other assets                         85          9
Assets held in separate
  accounts                       17,596        503
                                -------------------
Total admitted assets           $71,813    $73,641
                                ===================
LIABILITIES AND NET WORTH
Liabilities:
  Life and annuity policy
    reserves                    $21,148    $21,668
  Policy and contract claims        525        476
  Interest maintenance reserve       41         40
  Amount payable under
    reinsurance agreements          867         23
  Transfer to separate
    accounts due or accrued,
    net                          (1,222)       (48)
  Payable to affiliates             664        102
  Payable for securities             --     19,154
  Federal income taxes payable      268        302
  Other liabilities                 516        415
  Asset valuation reserve            72         45
  Liabilities related to
    separate accounts            17,596        503
                                -------------------
Total liabilities                40,475     42,680
Commitments and contingencies
Net worth:
  Common stock, par value
    $1,500 per
    share--authorized 2,500
    shares; issued and
    outstanding 2,000 shares      3,000      3,000
  Additional paid-in capital     27,748     27,748
  Unassigned funds for the
    protection of
    policyholders                   590        213
                                -------------------
Total net worth                  31,338     30,961
                                -------------------
Total liabilities and net
  worth                         $71,813    $73,641
                                ===================
</TABLE>

SEE ACCOMPANYING NOTES.

                                        2
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                   STATEMENTS OF OPERATIONS--STATUTORY BASIS

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                      YEAR ENDED
                                      DECEMBER 31
                                -----------------------
                                   1999        1998
                                -----------------------
<S>                             <C>         <C>
Revenues:
  Life and annuity premiums     $   10,556  $    22,633
  Net investment income              3,238        1,409
  Commissions and expense
    allowances on reinsurance
    ceded                            1,408           --
  Reserve adjustments on
    reinsurance ceded                7,311           --
  Other income                         300          150
                                -----------------------
Total revenues                      22,813       24,192
Benefits and expenses:
  Benefits paid or provided
    for:
    Death benefits                      50           --
    Annuity benefits                 3,476          478
    Increase (decrease) in
      policy reserves                 (520)      21,668
                                -----------------------
                                     3,006       22,146
  Commissions                        1,731           56
  Commissions and expense
    allowances on reinsurance
    assumed                            475           23
  General expenses                   1,887          750
  Insurance taxes, licenses
    and fees                           181           76
  Net transfers to separate
    accounts                        14,719          423
  Other                                237           99
                                -----------------------
Total benefits and expenses         22,236       23,573
                                -----------------------
Gain from operations before
  federal income taxes
  and net realized capital
  gains                                577          619
Federal income taxes                   173          341
                                -----------------------
Net gain from operations
  before net realized capital
  gains                                404          278
Net realized capital gains,
  less related federal income
  tax expense (benefit)
  [1999--$10; 1998--$(6)] and
  amounts transferred to
  (from) interest maintenance
  reserve [1999--$19;
  1998--$(9)]                           --            1
                                -----------------------
Net income                      $      404  $       279
                                =======================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       3
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
              STATEMENTS OF CHANGES IN NET WORTH--STATUTORY BASIS

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  UNASSIGNED
                                                                                   FUNDS FOR
                                                                    ADDITIONAL        THE
                                                          COMMON     PAID-IN     PROTECTION OF   TOTAL NET
                                                          STOCK      CAPITAL     POLICYHOLDERS     WORTH
                                                         -------------------------------------------------
<S>                                                      <C>        <C>          <C>             <C>
Balance at January 1, 1998                                $3,000      $ 5,125        $(21)        $ 8,104
  Net income for 1998                                         --           --         279             279
  Decrease in nonadmitted assets                              --           --          38              38
  Increase in asset valuation reserve                         --           --         (45)            (45)
  Capital contribution from parent                            --       22,623          --          22,623
  Other                                                       --           --         (38)            (38)
                                                         -------------------------------------------------
Balance at December 31, 1998                               3,000       27,748         213          30,961
  Net income for 1999                                         --           --         404             404
  Decrease in nonadmitted assets                              --           --          22              22
  Increase in asset valuation reserve                         --           --         (27)            (27)
  Other                                                       --           --         (22)            (22)
                                                         -------------------------------------------------
Balance at December 31, 1999                              $3,000      $27,748        $590         $31,338
                                                         =================================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       4
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                   STATEMENTS OF CASH FLOWS--STATUTORY BASIS

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  YEAR ENDED
                                                                  DECEMBER 31
                                                              -------------------
                                                                1999       1998
                                                              -------------------
<S>                                                           <C>        <C>
CASH FROM OPERATIONS
Premiums and other considerations                             $ 10,546   $ 22,622
Net investment income                                            3,231      1,150
Allowances and reserve adjustments on reinsurance ceded          8,719         --
Other income                                                       285         52
                                                              -------------------
                                                                22,781     23,824
Death benefits                                                     (50)        --
Annuity benefits                                                (3,427)        (2)
Commissions, general insurance expenses, and taxes              (4,109)      (817)
Net transfers to separate accounts                             (15,893)      (470)
Federal income taxes                                              (207)       (40)
                                                              -------------------
Net cash from operations                                          (905)    22,495
CASH FROM INVESTMENTS
Proceeds from bonds sold, matured or repaid                     23,525      2,298
Federal income taxes benefit (expense) on capital gains and
 losses                                                            (10)         6
                                                              -------------------
Total cash from investments                                     23,515      2,304
Cost of bonds acquired                                         (20,314)   (46,557)
                                                              -------------------
Net cash from investments                                        3,201    (44,253)

CASH FROM FINANCING AND MISCELLANEOUS SOURCES
Capital and surplus paid in                                         --     22,623
Other cash provided                                              1,207     19,594
Other cash applied                                             (19,854)       (89)
                                                              -------------------
Net cash from financing and miscellaneous sources              (18,647)    42,128
                                                              -------------------
Net change in cash and short-term investments                  (16,351)    20,370
Cash and short-term investments at beginning of year            22,963      2,593
                                                              -------------------
Cash and short-term investments at end of year                $  6,612   $ 22,963
                                                              ===================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       5
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1999

1.SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

EquiTrust Life Insurance Company (the Company), a wholly-owned subsidiary of
Farm Bureau Life Insurance Company (Farm Bureau Life) which, in turn, is
wholly-owned by FBL Financial Group, Inc., operates in the life insurance
industry. The Company markets its products, which consist primarily of variable
universal life insurance policies and variable annuity contracts, to individuals
primarily through alliances with other Farm Bureau organizations, other insurers
and a regional broker-dealer. The Company is licensed to do business in
forty-one states and the District of Columbia.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared on the basis of
accounting practices prescribed or permitted by the Insurance Division,
Department of Commerce, of the State of Iowa, which practices differ in some
respects from generally accepted accounting principles. The more significant of
these differences are as follows: (a) bonds are generally carried at amortized
cost rather than segregating the portfolio into held-to-maturity (carried at
amortized cost), available-for-sale (carried at fair value), and trading
(reported at fair value) classifications; (b) acquisition costs of acquiring new
business are charged to current operations as incurred rather than deferred and
amortized over the life of the policies; (c) policy reserves on certain
investment products use discounting methodologies utilizing statutory interest
rates rather than full account values; (d) deferred income taxes are not
provided for the difference between the financial statement and income tax bases
of assets and liabilities; (e) net realized gains or losses attributed to
changes in the level of interest rates in the market are deferred and amortized
over the remaining life of the bond or mortgage loan, rather than recognized as
gains or losses in the statement of operations when the sale is completed; (f)
declines in the estimated realizable value of investments are provided for
through the establishment of a formula-determined statutory investment reserve
(carried as a liability) changes to which are charged directly to net worth,
rather than through recognition in the statement of operations for declines in
value, when such declines are judged to be other than temporary; (g) certain
assets designated as "non-admitted assets" are charged to net worth rather than
being reported as assets; (h) revenues for investment products consist of
premiums received rather than policy charges for the cost of insurance, policy
administration charges, amortization of policy initiation fees and surrender
charges assessed; and (i) pension income or expense is recognized in accordance
with rules and regulations permitted by the Employee Retirement Income Security
Act of 1974 rather than Statement of Financial Accounting Standards (Statement)
No. 87, EMPLOYERS' ACCOUNTING FOR

                                       6
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1.SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PENSIONS. A reconciliation of net income and net worth between amounts stated in
conformity with accounting principles generally accepted in the United States
and amounts presented herein is as follows:

<TABLE>
<CAPTION>
                                                                  NET INCOME             NET WORTH
                                                              -------------------   -------------------
                                                                1999       1998       1999       1998
                                                              -----------------------------------------
                                                                       (DOLLARS IN THOUSANDS)
<S>                                                           <C>        <C>        <C>        <C>
Amounts stated in conformity with generally accepted
  accounting principles                                       $   689      $358     $31,558    $32,780
Net unrealized depreciation (appreciation) on fixed maturity
  securities available for sale                                    --        --       2,343       (597)
Other adjustments to investments                                  (45)      (56)        182        227
Deferred policy acquisition costs                              (1,179)      (61)     (1,240)       (61)
Goodwill                                                           77        72      (1,384)    (1,461)
Future policy benefits                                           (347)        8        (339)         8
Accrued expense allowances on separate account liabilities      1,174        48       1,222         48
Deferred income taxes                                              29      (152)       (943)        57
Pension and benefit accruals                                        6        --           6         --
Interest maintenance reserve                                       (1)       17         (41)       (40)
Asset valuation reserve                                            --        --         (72)       (45)
Other                                                               1        45          46         45
                                                              -----------------------------------------
As set forth herein                                           $   404      $279     $31,338    $30,961
                                                              =========================================
</TABLE>

In 1998, the National Association of Insurance Commissioners (NAIC) adopted
codified statutory accounting principles (Codification) to be effective
January 1, 2001. Codification will likely change, to some extent, prescribed
statutory accounting practices and may result in changes to the accounting
practices that the Company uses to prepare its statutory-basis financial
statements. Codification will require adoption by the various states before it
becomes the prescribed statutory basis of accounting for insurance companies
domesticated within those states. Accordingly, before Codification becomes
effective for the Company, the State of Iowa must adopt Codification as the
prescribed basis of accounting on which domestic insurers must report their
statutory-basis results to the Insurance Division, Department of Commerce, of
the State of Iowa. At this time, it is anticipated that the State of Iowa will
adopt Codification. While management has not yet determined the impact of
Codification to the Company's statutory-basis financial statements, it is
possible that certain changes in statutory accounting principles arising from
Codification could be material.

The preparation of financial statements in conformity with accounting practices
prescribed or permitted by the Insurance Division, Department of Commerce, of
the State of Iowa requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the statutory-basis financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

INVESTMENTS

Investments in bonds (except those to which the Securities Valuation Office of
the NAIC has ascribed a value) and short-term investments are reported at cost
adjusted for amortization of premiums and accrual of discounts. Amortization is
computed using methods which result in a level yield over the expected life of
the security. The Company reviews its prepayment assumptions on mortgage and
other asset-backed securities at regular intervals and adjusts amortization
rates retrospectively when such assumptions are changed due to experience and/or
expected future patterns.

                                       7
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1.SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Realized capital gains and losses are determined on the basis of specific
identification and are recorded net of related federal income taxes. The Asset
Valuation Reserve (AVR) is established by the Company to provide for anticipated
losses in the event of default by issuers of certain invested assets. These
amounts are determined using a formula prescribed by the NAIC and are reported
as a liability. The formula for the AVR provides for a corresponding adjustment
for realized and unrealized gains and losses, net of amounts attributed to
changes in the general level of interest rates. The Company defers, in the
Interest Maintenance Reserve, the portion of realized gains and losses on sales
of fixed income investments, principally bonds and mortgage loans (if any),
attributable to changes in the general level of interest rates and amortizes
those deferrals over the remaining period to maturity of the security.

Interest income is recognized on an accrual basis. The Company does not accrue
income on bonds generally when there is evidence of default or another
indication that such amounts will not be collected. At December 31, 1999 and
1998, the Company excluded no amounts of investment income with respect to such
practices.

CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of twelve months or less to be
cash equivalents.

POLICY RESERVES

The reserves for life and annuity policies, all developed by actuarial methods,
are established and maintained on the basis of published mortality and morbidity
tables using assumed interest rates and valuation methods that will provide, in
the aggregate, reserves that are equal to or greater than the minimum valuation
required by law and guaranteed policy cash values.

RECOGNITION OF PREMIUM REVENUES AND COSTS

Premiums are recognized as revenues over the premium-paying period, whereas
commissions and other costs applicable to the acquisition of new business are
charged to operations as incurred.

SEPARATE ACCOUNTS

Assets and liabilities of the Company's separate accounts (formed during 1998)
are disclosed in the aggregate in the balance sheets. The statements of
operations include the premiums, benefits and other items arising from the
operations of the separate accounts of the Company. Premiums totaling
$16,160,000 and $473,000 (including premiums ceded to other insurance companies)
were received during the years ended December 31, 1999 and 1998, respectively,
related to separate accounts.

The separate accounts, which are not guaranteed as to interest, are carried at
market value. The excess of the market value of separate account assets over the
aggregate reserves has been recorded as a liability, which represents the amount
accrued for expense allowances recognized in the reserve. Aggregate reserves
were $16,374,000 and $455,000 and accrued expense allowances were $1,222,000 and
$48,000 at December 31, 1999 and 1998, respectively.

CAPITAL LEVEL GUARANTEE

Farm Bureau Life has guaranteed that it will maintain a minimum capitalization
level for the Company, sufficient to maintain a favorable risk based capital
ratio. Any increase in capital to maintain the ratio would result in an increase
in Farm Bureau Life's ownership in the Company.

DIVIDEND RESTRICTIONS

Prior approval of insurance regulatory authorities is required for payment of
dividends to the Company's stockholder which exceed an annual limitation. During
2000, the Company could pay dividends to its

                                       8
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1.SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
stockholder of approximately $2,834,000 without prior approval of the
Commissioner of the Insurance Division, Department of Commerce, of the State of
Iowa.

RECLASSIFICATIONS

Certain amounts in the 1998 financial statements have been reclassified to
conform with the 1999 presentation.

2.INVESTMENT OPERATIONS
Components of net investment income are as follows:

<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                     DECEMBER 31
                                                                1999             1998
                                                              -------------------------
                                                               (DOLLARS IN THOUSANDS)
<S>                                                           <C>              <C>
Bonds                                                          $3,013           $1,161
Short-term investments                                            324              194
Amortization of interest maintenance reserve                       18                8
Other                                                              (4)              65
                                                              -------------------------
                                                                3,351            1,428
Less investment expenses                                         (113)             (19)
                                                              -------------------------
Net investment income                                          $3,238           $1,409
                                                              =========================
</TABLE>

                                       9
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2.INVESTMENT OPERATIONS (CONTINUED)
At December 31, 1999 and 1998, the carrying value and estimated market value of
the Company's bonds and short-term investments, which comprise its portfolio of
debt securities, are as follows:

<TABLE>
<CAPTION>
                                                                       GROSS        GROSS      ESTIMATED
                                                          CARRYING   UNREALIZED   UNREALIZED    MARKET
                                                           VALUE       GAINS        LOSSES       VALUE
                                                          ----------------------------------------------
                                                                      (DOLLARS IN THOUSANDS)
<S>                                                       <C>        <C>          <C>          <C>
DECEMBER 31, 1999
Bonds:
  United States Government and agencies:
    Mortgage and asset-backed securities                  $21,618       $ --        $(1,387)    $20,231
    Other                                                   2,699         --            (18)      2,681
  State, municipal and other governments                    1,021         --           (101)        920
  Public utilities                                          1,857         --            (86)      1,771
  Industrial and miscellaneous:
    Mortgage and asset-backed securities                    9,766         --           (457)      9,309
    Other                                                   9,483         46           (522)      9,007
                                                          ----------------------------------------------
                                                           46,444         46         (2,571)     43,919
Short-term investments                                      5,363         --             --       5,363
                                                          ----------------------------------------------
                                                          $51,807       $ 46        $(2,571)    $49,282
                                                          ==============================================
DECEMBER 31, 1998
Bonds:
  United States Government and agencies:
    Mortgage and asset-backed securities                  $22,786       $ 63        $    (4)    $22,845
    Other                                                   7,740         65             --       7,805
  State, municipal and other governments                    1,524         41             --       1,565
  Public utilities                                          2,085         34            (23)      2,096
  Industrial and miscellaneous:
    Mortgage and asset-backed securities                    7,127        133            (23)      7,237
    Other                                                   8,443        154            (72)      8,525
                                                          ----------------------------------------------
                                                           49,705        490           (122)     50,073
Short-term investments                                     22,981         --             --      22,981
                                                          ----------------------------------------------
                                                          $72,686       $490        $  (122)    $73,054
                                                          ==============================================
</TABLE>

The carrying value and estimated market value of the Company's portfolio of debt
securities at December 31, 1999, by contractual maturity, are shown below.
Expected maturities will differ from

                                       10
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2.INVESTMENT OPERATIONS (CONTINUED)
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                              CARRYING    ESTIMATED
                                                               VALUE     MARKET VALUE
                                                              -----------------------
                                                              (DOLLARS IN THOUSANDS)
<S>                                                           <C>        <C>

Due in one year or less                                       $ 6,566       $ 6,567
Due after one year through five years                           5,310         5,154
Due after five years through ten years                          4,256         4,116
Due after ten years                                             4,291         3,905
                                                              -----------------------
                                                               20,423        19,742
Mortgage and asset-backed securities                           31,384        29,540
                                                              -----------------------
                                                              $51,807       $49,282
                                                              =======================
</TABLE>

Proceeds from sales of investments (excluding maturity proceeds) in debt
securities were $4,106,000 and $1,051,000 for the years ended December 31, 1999
and 1998, respectively. Gross gains of $35,000 and $7,000 and gross losses of
$6,000 and $21,000 were realized on those sales for 1999 and 1998, respectively.

During 1998, Farm Bureau Life Insurance Company transferred 28 securities with a
fair market value of $15,013,000 to the Company in the form of a capital
contribution.

There were no investments which have been non-income producing for the twelve
months preceding December 31, 1999.

At December 31, 1999, affidavits of deposits covering bonds with a carrying
value of $46,444,000 (1998--$30,620,000), and short-term investments with a
carrying value of $5,171,000 (1998--$22,884,000) were on deposit with state
agencies to meet regulatory requirements.

3.FAIR VALUES OF FINANCIAL INSTRUMENTS
Statement No. 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS,
requires disclosure of fair value information about financial instruments,
whether or not recognized in the statutory-basis balance sheet, for which it is
practicable to estimate that value. In cases where quoted market prices are not
available, fair values are based on estimates using present value or other
valuation techniques. Those techniques are significantly affected by the
assumptions used, including the discount rate and estimates of future cash
flows. In that regard, the derived fair value estimates cannot be substantiated
by comparison to independent markets and, in many cases, could not be realized
in immediate settlement of the instrument. Statement No. 107 also excludes
certain financial instruments and all nonfinancial instruments from its
disclosure requirements and allows companies to forego the disclosures when
those estimates can only be made at excessive cost. Accordingly, the aggregate
fair value amounts presented herein are limited by each of these factors and do
not purport to represent the underlying value of the Company.

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

    BONDS:  Fair values for bonds are based on quoted market prices, where
    available. For bonds not actively traded, fair values are estimated using a
    matrix calculation assuming a spread (based on interest rates and a risk
    assessment of the bonds) over U.S. Treasury bonds.

    CASH AND SHORT-TERM INVESTMENTS:  The carrying amounts reported in the
    statutory-basis balance sheets for these instruments approximate their fair
    values.

                                       11
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3.FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
    ASSETS AND LIABILITIES OF SEPARATE ACCOUNTS:  Separate account assets and
    liabilities are reported at estimated fair value in the Company's
    statutory-basis balance sheets.

    LIFE AND ANNUITY POLICY RESERVES:  Fair values of the Company's liabilities
    under contracts not involving significant mortality or morbidity risks
    (principally deferred annuities), are stated at the cost the Company would
    incur to extinguish the liability, i.e., the cash surrender value. The
    Company is not required to estimate the fair value of its liabilities under
    other insurance contracts.

The following sets forth a comparison of the fair values and carrying values of
the Company's financial instruments subject to the provisions of Statement No.
107:

<TABLE>
<CAPTION>
                                                                            DECEMBER 31
                                                         -------------------------------------------------
                                                                 1999                        1998
                                                         ---------------------       ---------------------
                                                         CARRYING                    CARRYING
                                                          VALUE     FAIR VALUE        VALUE     FAIR VALUE
                                                         -------------------------------------------------
                                                                      (DOLLARS IN THOUSANDS)
<S>                                                      <C>        <C>              <C>        <C>
ADMITTED ASSETS
Bonds (NOTE 2)                                           $46,444      $43,919        $49,705      $50,073
Cash and short-term investments                            6,612        6,612         22,963       22,963
Assets held in separate accounts                          17,596       17,596            503          503
LIABILITIES
Life and annuity policy reserves (NOTE 4)                 20,144       19,993         21,663       21,654
Liabilities related to separate accounts                  17,596       17,596            503          503
</TABLE>

4.POLICY AND CONTRACT ATTRIBUTES
A portion of the Company's policy reserves and other policyholders' funds relate
to liabilities established on a variety of the Company's products that are not
subject to significant mortality or morbidity risk; however, there may be
certain restrictions placed upon the amount of funds that can be withdrawn
without penalty. The carrying value and related cash surrender value (which the
Company has established as fair value) on these products by withdrawal
characteristics, are summarized as follows:

<TABLE>
<CAPTION>
                                                                   1999                    1998
                                                           ---------------------   ---------------------
                                                           CARRYING   ESTIMATED    CARRYING   ESTIMATED
                                                            VALUE     FAIR VALUE    VALUE     FAIR VALUE
                                                           ---------------------------------------------
                                                                      (DOLLARS IN THOUSANDS)
<S>                                                        <C>        <C>          <C>        <C>
Subject to discretionary withdrawal at book value less
 surrender charge of 5% or more                            $15,782     $15,631     $   382     $   373
Subject to discretionary withdrawal at book value without
 adjustment [minimal (less than 5%) or no charge or
 adjustment]                                                23,128      23,128      29,584      29,584
                                                           ---------------------------------------------
                                                            38,910      38,759      29,966      29,957
Reinsurance ceded                                           (3,706)     (3,706)     (7,921)     (7,921)
                                                           ---------------------------------------------
Total net annuity reserves and deposit fund liabilities    $35,204     $35,053     $22,045     $22,036
                                                           =============================================
</TABLE>

The above amounts include separate account liabilities related to the Company's
variable annuity product aggregating $15,060,000 at December 31, 1999 and
$382,000 at December 31, 1998.

                                       12
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4.POLICY AND CONTRACT ATTRIBUTES (CONTINUED)
A reconciliation of the amounts transferred to and from the separate accounts is
as follows:

<TABLE>
<CAPTION>
                                                                   YEAR ENDED
                                                                   DECEMBER 31
                                                            -------------------------
                                                              1999             1998
                                                            -------------------------
                                                             (DOLLARS IN THOUSANDS)
<S>                                                         <C>              <C>

Transfers as reported in the summary of operations of the
  separate accounts statement:
  Transfers to separate accounts                            $16,160            $473
  Transfers from separate accounts                            1,237              49
                                                            -------------------------
Net transfers to separate accounts                           14,923             424

Reconciling adjustments:
  Fees associated with charges for investment management,
    administration and contract guarantees                     (204)             (1)
                                                            -------------------------
  Transfers as reported in the statement of operations
    herein                                                  $14,719            $423
                                                            =========================
</TABLE>

As of December 31, 1999 and 1998, the Company had no insurance in force for
which the gross premiums are less than the net premiums according to the
standard valuation law of the State of Iowa.

The Company monitors the level of its contract liabilities, the level of
interest rates credited to its interest sensitive products and the assumed rate
of return provided within the pricing structure of its other products. These
amounts are taken into consideration in the Company's overall management of
interest rate risk, which minimizes exposure to changing interest rates.

5.REINSURANCE
The Company has modified coinsurance agreements with various insurance companies
to both assume and cede a specified percentage (with the Company retaining or
assuming 50% to 70%) of variable universal life insurance policies and variable
annuity contracts. Under these agreements, the Company receives their
reinsurance percentage of premiums collected. The Company in return pays to or
receives from the companies an expense allowance for commissions and other
expenses associated with the reinsured contracts. In addition, the Company pays
or receives an amount equal to the change in the statutory reserves on the
reinsured contract adjusted for investment earnings credits. The Company also
administers the policies and receives a fee for such services.

The Company also assumed a block of traditional annuity policies from an
unaffiliated insurer during 1998. At December 31, 1999 and 1998, statutory
reserves established on these policies aggregated $19,423,000 and $21,663,000,
respectively.

                                       13
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.REINSURANCE (CONTINUED)
Life and annuity premiums reflect the following reinsurance amounts pursuant to
the above agreements:

<TABLE>
<CAPTION>
                                                                YEAR ENDED
                                                                DECEMBER 31
                                                         -------------------------
                                                           1999             1998
                                                         -------------------------
                                                          (DOLLARS IN THOUSANDS)
<S>                                                      <C>              <C>

Variable products:
  Direct premiums                                        $18,181          $   483
  Assumed premiums                                           238              105
  Ceded premiums                                          (8,063)              --
Annuities--assumed premiums                                  200           22,045
                                                         -------------------------
                                                         $10,556          $22,633
                                                         =========================
</TABLE>

Certain business was reinsured to Clarica Life Insurance Company U.S. (Clarica
Life-U.S.) during 1997 under an assumption reinsurance agreement. Under the
agreement, Clarica Life-U.S. agreed to use its best efforts to secure
appropriate policyholder and regulatory approvals to effectuate the transfer of
risk from the Company to Clarica Life-U.S. State rules and regulations require
different levels of approval with respect to such transfers. At December 31,
1999 or 1998, the Company had not received appropriate policyholder and/or
regulatory approval to novate the risk under assumption reinsurance. As a
result, this business has been treated as being reinsured under indemnity
reinsurance arrangements for the years ended December 31, 1999 and 1998.

In that regard, policy reserves, premiums and expenses are stated net of amounts
related to reinsurance agreements. Life and annuity policy reserves have been
reduced by $28,687,000 and $18,202,000 at December 31, 1999 and 1998,
respectively, for reinsurance ceded to Clarica Life-U.S. Life and annuity
premiums have likewise been reduced (1999--$2,563,000 and 1998--$4,727,000) for
amounts paid under the cession agreement. In addition, during the years ended
December 31, 1999 and 1998, insurance benefits paid or provided have been
reduced by $1,214,000 and $3,900,000, respectively, for amounts received under
the cession agreement.

At December 31, 1999 and 1998, life insurance in force ceded to Clarica
Life-U.S. amounted to $363.1 million and $599.2 million, respectively, or
approximately 84.8% and 99.3%, respectively, of total life insurance in force.

Reinsurance coverages for life insurance vary according to the age of the
insured and risk classification with retention limits ranging up to $100,000 of
coverage per individual life. Policies with coverage in excess of $100,000 are
reinsured through Farm Bureau Life. Reinsurance ceded contracts do not relieve
the Company from its obligations to policyholders. The Company remains liable to
its policyholders for the portion reinsured to the extent that any reinsurer
does not meet the obligations assumed under the reinsurance agreements.

6.FEDERAL INCOME TAXES
The Company files a consolidated federal income tax return with FBL Financial
Group, Inc. and a majority of its subsidiaries. FBL Financial Group, Inc. and
its direct and indirect subsidiaries included in the consolidated federal income
tax return each report current income tax expense as allocated under a
consolidated tax allocation agreement. Generally, this allocation results in
profitable companies recognizing a tax provision as if the individual company
filed a separate return and loss companies recognizing benefits to the extent
their losses contribute to reduce consolidated taxes.

                                       14
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6.FEDERAL INCOME TAXES (CONTINUED)
The effective tax rate on net gain from operations before federal income taxes
and net realized capital gains is different from the prevailing federal income
tax rate as follows:

<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                     DECEMBER 31
                                                              -------------------------
                                                                1999             1998
                                                              -------------------------
                                                               (DOLLARS IN THOUSANDS)
<S>                                                           <C>              <C>

Income tax at federal statutory rate (35%)                      $202             $217
Tax effect (decrease) of:
  External expenditures related to strategic alliances            --               95
  Goodwill amortization                                          (36)             (36)
  Deferred policy acquisition costs                              109               62
  Dividends received deduction                                   (13)              --
  Other, net                                                     (89)               3
                                                              -------------------------
  Federal income taxes                                          $173             $341
                                                              =========================
</TABLE>

7.RETIREMENT AND COMPENSATION PLANS
The Company participates with several affiliates in various defined benefit
plans sponsored by the Iowa Farm Bureau Federation. The plans are
noncontributory and cover substantially all employees. Benefits are based on
years of service and the employee's average compensation during the 36
consecutive month period for which the highest average compensation was paid.
The funding policy is to make at least the minimum annual contribution required
by applicable regulations, including amortization of unfunded prior service
cost. The affiliated group's accumulated benefit obligations as of December 31,
1999 based on a 7.50% discount rate totaled $132.1 million. The vested benefit
obligation and fair value of plan assets as of December 31, 1999 totaled $99.4
million and $108.5 million, respectively.

In addition, in prior years, the Company participated with certain affiliates in
a nonqualified retirement plan (also a noncontributory defined benefit plan) to
enhance early retirement for certain qualified employees. This plan is unfunded
and is accounted for on a cash basis since the Board of Directors has the right
to discontinue the Plan at any time.

The Company is charged for its allocable share of expense for the
above-mentioned plans generally based on each employee's time allocated to the
Company. Pension expense for these defined benefit plans recorded by the Company
in its statements of operations for the years ended December 31, 1999 and 1998
was $48,000 and $5,000, respectively.

The Company participates with several affiliates in a 401(k) defined
contribution plan which covers substantially all employees. Beginning in 1998,
the Company contributes FBL Financial Group, Inc. stock in amounts equal to 50
percent of employee contributions up to four percent of the annual salary
contributed by the employees. Costs are allocated among the affiliates on a
basis of time incurred by the respective employees for each employer. Related
expense totaled $4,000 and $1,000 for the years ended December 31, 1999 and
1998, respectively.

In addition to benefits offered under the aforementioned benefit plans, the
Company and several other affiliates sponsor a plan that provides group term
life insurance benefits to retired full-time employees who have worked ten years
and attained age 55 while in service with the Company. Postretirement benefit
expense is allocated in a manner consistent with pension expense discussed
above. Such allocations are reviewed annually. For 1999 and 1998, no costs were
recognized by the Company related to these benefits.

                                       15
<PAGE>

                        EQUITRUST LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8.MANAGEMENT AND SERVICES AGREEMENTS
The Company shares certain office facilities and services with the Iowa Farm
Bureau Federation and its affiliated companies. These expenses are allocated to
the Company on the basis of cost and time studies that are updated annually and
consist primarily of salaries and related expenses, travel, and occupancy costs.
A majority of the Company's operating expenses are allocated in this manner and
are included in the general expense line of the statement of
operations--statutory basis.

The Company participates in a management agreement with FBL Financial Group,
Inc., under which FBL Financial Group, Inc. provides general business,
administration and management services to the Company. In addition, Farm Bureau
Management Corporation, a wholly-owned subsidiary of the Iowa Farm Bureau
Federation, provides certain management services to the Company under a separate
arrangement. During 1999 and 1998, the Company incurred related expenses
totaling $285,000 and $7,000, respectively.

EquiTrust Investment Management Services, Inc., an affiliate, provides
investment advisory services to the Company. The related fees are based in
increments upon the level of assets under management, plus certain out-of-pocket
expenses. The Company incurred related expenses totaling $53,000 and $19,000
during 1999 and 1998, respectively.

9.COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company may be involved in litigation for
which amounts are alleged that are substantially in excess of contractual policy
benefits or certain other agreements. At December 31, 1999, management is not
aware of any claims for which a material loss is reasonably possible. Clarica
Life-U.S., as a part of the sale agreement, has assumed all accrued, absolute
and contingent liabilities that may arise out of or related to the business of
the Company prior to December 30, 1997.

Assessments are, from time to time, levied on the Company by life and health
guaranty associations in most states in which the Company is licensed to cover
losses of policyholders of insolvent or rehabilitated companies. In some states,
these assessments can be partially recovered through a reduction in future
premium taxes. The Company's policy is to accrue for such assessments only when
notice of such assessment is received from a state guaranty fund; accordingly,
no amounts have been provided for in the accompanying financial statements for
estimated future assessments. Assessments paid by the Company amounted to
$14,000 and $10,000 in 1999 and 1998, respectively.

                                       16


<PAGE>







                              FINANCIAL STATEMENTS

                        EQUITRUST LIFE ANNUITY ACCOUNT II

                          YEAR ENDED DECEMBER 31, 1999
                       WITH REPORT OF INDEPENDENT AUDITORS


                                       17
<PAGE>

                        EquiTrust Life Annuity Account II

                              Financial Statements

                          Year ended December 31, 1999

                                    CONTENTS
<TABLE>
<CAPTION>
<S>                                                                           <C>
Report of Independent Auditors.................................................19

Financial Statements

Statements of Net Assets.......................................................20
Statements of Operations.......................................................22
Statements of Changes in Net Assets............................................26
Notes to Financial Statements..................................................32
</TABLE>

                                       18
<PAGE>

                         Report of Independent Auditors


The Board of Directors and Participants
EquiTrust Life Insurance Company

We have audited the accompanying individual and combined statements of net
assets of EquiTrust Life Annuity Account II (comprised of the Value Growth, High
Grade Bond, High Yield Bond, Money Market, Blue Chip, Capital Appreciation,
Disciplined Stock, Growth and Income, International Equity, Small Cap, Equity
Income, Mid-Cap Growth, New America Growth, Personal Strategy Balanced and
International Stock Subaccounts) as of December 31, 1999, and the related
statements of operations for the year then ended, and changes in net assets for
the periods disclosed in the financial statements. These financial statements
are the responsibility of the Account's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1999, by
correspondence with the mutual funds' transfer agents. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the individual and combined financial position of the
respective subaccounts of EquiTrust Life Annuity Account II at December 31,
1999, and the individual and combined results of their operations and changes in
their net assets for the periods described above, in conformity with accounting
principles generally accepted in the United States.

Des Moines, Iowa
March 10, 2000


                                       19

<PAGE>

                        EquiTrust Life Annuity Account II

                            Statements of Net Assets

                                December 31, 1999

<TABLE>
<CAPTION>
ASSETS
<S>                                                                       <C>
Investments in EquiTrust Variable Insurance Series Fund:
   Value Growth Subaccount:
     Value Growth Portfolio, 23,595.70 shares at net asset
       value of $8.69 per share (cost: $218,046)                          $     205,047
   High Grade Bond Subaccount:
     High Grade Portfolio, 40,382.65 shares at net asset value
       of $9.49 per share (cost: $394,001)                                      383,231
   High Yield Bond Subaccount:
     High Yield Portfolio, 20,276.16 shares at net asset value
       of $9.30 per share (cost: $197,495)                                      188,568
   Money Market Subaccount:
     Money Market Portfolio, 316,972.12 shares at net asset value
       of $1.00 per share (cost: $316,972)                                      316,972
   Blue Chip Subaccount:
     Blue Chip Portfolio, 44,027.91 shares at net asset value of
       $43.98 per share (cost: $1,810,315)                                    1,936,347

Investments in Dreyfus Variable Investment Fund:
   Capital Appreciation Subaccount:
     Capital Appreciation Portfolio, 48,007.26 shares at net asset
       value of $39.82 per share (cost: $1,822,063)                           1,911,649
   Disciplined Stock Subaccount:
     Disciplined Stock Portfolio, 57,659.56 shares at net asset
       value of $26.82 per share (cost: $1,415,690)                           1,546,429
   Growth and Income Subaccount:
     Growth and Income Portfolio, 19,197.41 shares at net asset
       value of $25.32 per share (cost: $458,155)                               486,078
   International Equity Subaccount:
     International Equity Portfolio, 3,756.84 shares at net asset
       value of $22.21 per share (cost: $63,847)                                 83,439
   Small Cap Subaccount:
     Small Cap Portfolio, 7,096.33 shares at net asset value of
       $65.03 per share (cost: $402,603)                                        461,475

Investments in T. Rowe Price Equity Series, Inc.:
   Equity Income Subaccount:
     Equity Income Portfolio, 22,891.22 shares at net asset
       value of $18.62 per share (cost: $463,224)                               426,235
   Mid-Cap Growth Subaccount:
     Mid-Cap Growth Portfolio, 49,104.84 shares at net asset value
       of $17.24 per share (cost: $734,842)                                     846,567


                                       20

<PAGE>

                        EquiTrust Life Annuity Account II

                      Statements of Net Assets (continued)

ASSETS (CONTINUED)
Investments in T. Rowe Price Equity Series, Inc. (continued):
   New America Growth Subaccount:
     New America Growth Portfolio, 28,613.77 shares at net asset
       value of $26.03 per share (cost: $714,907)                         $     744,816
   Personal Strategy Balanced Subaccount:
     Personal Strategy Balanced Portfolio, 35,635.62 shares at
       net asset value of $15.94 per share (cost: $573,272)                     568,032

Investment in T. Rowe Price International Series, Inc.:
   International Stock Subaccount:
     International Stock Portfolio, 8,616.72 shares at net asset
       value of $18.98 per share (cost: $131,663)                               163,545
                                                                        -----------------
Total investments (cost: $9,717,095)                                         10,268,430

LIABILITIES                                                                           -
                                                                        -----------------
COMBINED NET ASSETS                                                         $10,268,430
                                                                        =================
</TABLE>


<TABLE>
<CAPTION>
                                                                                              EXTENDED
                                                         UNITS             UNIT VALUE           VALUE
                                                 ---------------------------------------------------------
<S>                                              <C>                     <C>                  <C>
Net assets are represented by:
   Value Growth Subaccount                           21,916.506039       $  9.355808          $   205,047
   High Grade Bond Subaccount                        39,060.113882          9.811321              383,231
   High Yield Bond Subaccount                        19,166.958767          9.838194              188,568
   Money Market Subaccount                           30,705.110011         10.323106              316,972
   Blue Chip Subaccount                             168,478.748352         11.493125            1,936,347
   Capital Appreciation Subaccount                  173,421.184779         11.023159            1,911,649
   Disciplined Stock Subaccount                     133,874.541424         11.551333            1,546,429
   Growth and Income Subaccount                      41,962.890993         11.583531              486,078
   International Equity Subaccount                    5,370.943878         15.535331               83,439
   Small Cap Subaccount                              37,187.790687         12.409304              461,475
   Equity Income Subaccount                          41,021.894274         10.390415              426,235
   Mid-Cap Growth Subaccount                         67,235.432249         12.591091              846,567
   New America Growth Subaccount                     64,623.697111         11.525440              744,816
   Personal Strategy Balanced Subaccount             53,568.419363         10.603854              568,032
   International Stock Subaccount                    12,483.719064         13.100697              163,545
                                                                                              ------------
Combined net assets                                                                           $10,268,430
                                                                                              ============
</TABLE>


SEE ACCOMPANYING NOTES.


                                       21
<PAGE>

                        EquiTrust Life Annuity Account II

                            Statements of Operations

                          Year ended December 31, 1999

<TABLE>
<CAPTION>
                                                                                               VALUE
                                                                                               GROWTH
                                                                            COMBINED         SUBACCOUNT
                                                                        -----------------------------------
<S>                                                                           <C>            <C>
Net investment income (operating loss):
   Dividend income                                                            $190,012        $      5
   Mortality and expense risk charges                                          (64,947)         (1,610)
                                                                        -----------------------------------
Net investment income (operating loss)                                         125,065          (1,605)

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from investment transactions                         9,305             128
   Change in unrealized appreciation/depreciation of investments               551,297         (13,002)
                                                                        -----------------------------------
Net gain (loss) on investments                                                 560,602         (12,874)
                                                                        -----------------------------------
Net increase (decrease) in net assets resulting from operations               $685,667        $(14,479)
                                                                        ===================================
</TABLE>


                                       22
<PAGE>

<TABLE>
<CAPTION>

                                                                      HIGH GRADE BOND   HIGH YIELD BOND    MONEY MARKET
                                                                        SUBACCOUNT        SUBACCOUNT        SUBACCOUNT
                                                                   ---------------------------------------------------------
<S>                                                                       <C>                <C>              <C>
Net investment income (operating loss):
   Dividend income                                                         $11,649           $ 7,933          $ 14,136
   Mortality and expense risk charges                                       (2,514)           (1,371)           (4,319)
                                                                   ---------------------------------------------------------
Net investment income (operating loss)                                       9,135             6,562             9,817

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from investment transactions                      (345)             (151)                -
   Change in unrealized appreciation/depreciation of investments           (10,770)           (8,927)                -
                                                                   ---------------------------------------------------------
Net gain (loss) on investments                                             (11,115)           (9,078)                -
                                                                   ---------------------------------------------------------
Net increase (decrease) in net assets resulting from operations           $ (1,980)          $(2,516)         $  9,817
                                                                   =========================================================

<CAPTION>
                                                                                         CAPITAL
                                                                      BLUE CHIP        APPRECIATION      DISCIPLINED
                                                                     SUBACCOUNT        SUBACCOUNT     STOCK SUBACCOUNT
                                                                   -----------------------------------------------------
<S>                                                                <C>               <C>             <C>
Net investment income (operating loss):
   Dividend income                                                 $         33           $17,296         $  15,080
   Mortality and expense risk charges                                   (10,449)          (12,177)           (9,399)
                                                                   -----------------------------------------------------
Net investment income (operating loss)                                  (10,416)            5,119             5,681

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from investment transactions                  2,311             1,348             1,478
   Change in unrealized appreciation/depreciation of investments        126,032            89,585           130,739
                                                                   -----------------------------------------------------
Net gain (loss) on investments                                          128,343            90,933           132,217
                                                                   -----------------------------------------------------
Net increase (decrease) in net assets resulting from operations    $    117,927           $96,052          $137,898
                                                                   =====================================================
</TABLE>

                                       23
<PAGE>

                        EquiTrust Life Annuity Account II

                      Statements of Operations (continued)
<TABLE>
<CAPTION>
                                                                           GROWTH AND       INTERNATIONAL
                                                                             INCOME            EQUITY
                                                                           SUBACCOUNT        SUBACCOUNT
                                                                        ------------------------------------
<S>                                                                            <C>             <C>
Net investment income (operating loss):
   Dividend income                                                             $16,357         $  2,298
   Mortality and expense risk charges                                           (3,420)            (418)
                                                                        ------------------------------------
Net investment income (operating loss)                                          12,937            1,880

Net realized and unrealized gain (loss) on investments:
   Net realized gain from investment transactions                                1,220              340
   Change in unrealized appreciation/depreciation of investments                27,923           19,592
                                                                        ------------------------------------
Net gain (loss) on investments                                                  29,143           19,932
                                                                        ------------------------------------
Net increase (decrease) in net assets resulting from operations                $42,080          $21,812
                                                                        ====================================


SEE ACCOMPANYING NOTES.
</TABLE>

                                       24

<PAGE>

<TABLE>
<CAPTION>
                                                                     SMALL CAP        EQUITY INCOME    MID-CAP GROWTH
                                                                     SUBACCOUNT         SUBACCOUNT        SUBACCOUNT
                                                                  -----------------------------------------------------------
<S>                                                                  <C>              <C>              <C>
Net investment income (operating loss):
   Dividend income                                                   $       47          $ 21,477         $    8,498
   Mortality and expense risk charges                                    (2,445)           (3,005)            (5,101)
                                                                  -----------------------------------------------------------
Net investment income (operating loss)                                   (2,398)           18,472              3,397

Net realized and unrealized gain (loss) on investments:
   Net realized gain from investment transactions                           610               427              1,022
   Change in unrealized appreciation/depreciation of investments         58,859           (36,989)           111,717
                                                                  -----------------------------------------------------------
Net gain (loss) on investments                                           59,469           (36,562)           112,739
                                                                  -----------------------------------------------------------
Net increase (decrease) in net assets resulting from operations         $57,071          $(18,090)          $116,136
                                                                  ===========================================================

<CAPTION>
                                                                                         PERSONAL
                                                                                         STRATEGY
                                                                      NEW AMERICA        BALANCED        INTERNATIONAL
                                                                   GROWTH SUBACCOUNT    SUBACCOUNT      STOCK SUBACCOUNT
                                                                   -----------------------------------------------------
<S>                                                                <C>                  <C>             <C>
Net investment income (operating loss):
   Dividend income                                                     $41,350            $31,463         $  2,390
   Mortality and expense risk charges                                   (4,157)            (3,539)          (1,023)
                                                                   ----------------------------------------------------
Net investment income (operating loss)                                  37,193             27,924            1,367

Net realized and unrealized gain (loss) on investments:
   Net realized gain from investment transactions                          391                167              359
   Change in unrealized appreciation/depreciation of investments        29,896             (5,240)          31,882
                                                                   ----------------------------------------------------
Net gain (loss) on investments                                          30,287             (5,073)          32,241
                                                                   ----------------------------------------------------
Net increase (decrease) in net assets resulting from operations        $67,480            $22,851          $33,608
                                                                   ====================================================
</TABLE>

                                       25
<PAGE>

                        EquiTrust Life Annuity Account II

                       Statements of Changes in Net Assets
<TABLE>
<CAPTION>
                                                    COMBINED                       VALUE GROWTH SUBACCOUNT
                                      ------------------------------------   ------------------------------------
                                                           PERIOD FROM                           PERIOD FROM
                                                        DECEMBER 18, 1998                     DECEMBER 18, 1998
                                       YEAR ENDED        (DATE OPERATIONS       YEAR ENDED    (DATE OPERATIONS
                                      DECEMBER 31,      COMMENCED) THROUGH     DECEMBER 31,   COMMENCED) THROUGH
                                          1999           DECEMBER 31, 1998         1999        DECEMBER 31, 1998
                                      ------------------------------------   ------------------------------------
<S>                                   <C>               <C>                  <C>              <C>
Operations:
   Net investment income (operating
     loss)                              $     125,065     $         6           $  (1,605)         $    -
   Net realized gain (loss) from
     investment transactions                    9,305               -                 128               -
   Change in unrealized
     appreciation/depreciation of
     investments                              551,297              38             (13,002)              3
                                      ------------------------------------   ------------------------------------
Net increase (decrease) in net
   assets resulting from operations           685,667              44             (14,479)              3

Capital share transactions:
   Transfers of net premiums                9,817,682          27,973             124,702               -
   Transfers of surrenders                    (34,103)              -                   -               -
   Transfers of administrative
     charges                                     (180)              -                  (4)              -
   Transfers between subaccounts,
     including fixed interest
     subaccount                              (228,653)              -              94,645             180
                                      ------------------------------------   ------------------------------------
Net increase in net assets resulting
   from capital share transactions          9,554,746          27,973             219,343             180
                                      ------------------------------------   ------------------------------------
Total increase in net assets               10,240,413          28,017             204,864             183


Net assets at beginning of period              28,017               -                 183               -
                                      ------------------------------------   ------------------------------------
Net assets at end of period               $10,268,430         $28,017            $205,047            $183
                                      ====================================   ====================================
</TABLE>

                                       26

<PAGE>

<TABLE>
<CAPTION>
                                           HIGH GRADE BOND       HIGH YIELD
                                              SUBACCOUNT       BOND SUBACCOUNT          MONEY MARKET SUBACCOUNT
                                           -----------------   ----------------  ---------------------------------------
                                                                                                        PERIOD FROM
                                                                                                     DECEMBER 18, 1998
                                              YEAR ENDED         YEAR ENDED          YEAR ENDED      (DATE OPERATIONS
                                             DECEMBER 31,       DECEMBER 31,         DECEMBER 31,   COMMENCED) THROUGH
                                                 1999               1999               1999          DECEMBER 31, 1998
                                           -----------------   ----------------  ---------------------------------------
<S>                                        <C>                 <C>               <C>                <C>
Operations:
   Net investment income (operating
     loss)                                   $    9,135          $    6,562      $       9,817        $         6

   Net realized gain (loss) from
     investment transactions                       (345)               (151)                 -                  -
   Change in unrealized
     appreciation/depreciation of
     investments                                (10,770)             (8,927)                 -                  -
                                          -----------------   ----------------  ---------------------------------------
Net increase (decrease) in net
   assets resulting from operations              (1,980)             (2,516)             9,817                  6

Capital share transactions:
   Transfers of net premiums                    236,845              86,169          4,614,451             27,973
   Transfers of surrenders                         (150)               (729)                 -                  -
   Transfers of administrative
     charges                                          -                  (9)                 -                  -
   Transfers between subaccounts,
     including fixed interest
     subaccount                                 148,516             105,653         (4,334,075)            (1,200)
                                          -----------------   ----------------  ---------------------------------------
Net increase in net assets resulting
   from capital share transactions              385,211             191,084            280,376             26,773
                                          -----------------   ----------------  ---------------------------------------
Total increase in net assets                    383,231             188,568            290,193             26,779


Net assets at beginning of period                     -                   -             26,779                  -
                                          -----------------   ----------------  ---------------------------------------
Net assets at end of period                    $383,231            $188,568        $   316,972            $26,779
                                          =================   ================  =======================================
<CAPTION>

                                           BLUE CHIP
                                           SUBACCOUNT
                                       -------------------


                                            YEAR ENDED
                                            DECEMBER 31,
                                               1999
                                       -------------------
<S>                                    <C>
Operations:
   Net investment income (operating
     loss)                               $    (10,416)
   Net realized gain (loss) from
     investment transactions
   Change in unrealized                         2,311
     appreciation/depreciation of
     investments                              126,032
                                       -------------------
Net increase (decrease) in net
   assets resulting from operations           117,927
Capital share transactions:
   Transfers of net premiums
   Transfers of surrenders                  1,074,270
   Transfers of administrative                 (8,310)
     charges
   Transfers between subaccounts,                 (11)
     including fixed interest
     subaccount
                                              752,471
Net increase in net assets resulting   -------------------
   from capital share transactions
                                            1,818,420
Total increase in net assets           -------------------
                                            1,936,347

Net assets at beginning of period
                                                    -
Net assets at end of period            -------------------
                                           $1,936,347
                                       ===================
</TABLE>

                                       27

<PAGE>

                        EquiTrust Life Annuity Account II

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                        CAPITAL APPRECIATION              DISCIPLINED STOCK
                                                              SUBACCOUNT                     SUBACCOUNT
                                                 ------------------------------------  ---------------------
                                                                       PERIOD FROM
                                                                    DECEMBER 18, 1998
                                                  YEAR ENDED        (DATE OPERATIONS         YEAR ENDED
                                                 DECEMBER 31,      COMMENCED) THROUGH       DECEMBER 31,
                                                     1999           DECEMBER 31, 1998           1999
                                                 ------------------------------------  ---------------------
<S>                                              <C>               <C>                 <C>
Operations:
   Net investment income (operating loss)        $       5,119         $    -             $       5,681
   Net realized gain from investment
     transactions                                        1,348              -                     1,478
   Change in unrealized
     appreciation/depreciation of investments           89,585              1                   130,739
                                                 ------------------------------------  ---------------------
Net increase (decrease) in net assets resulting
   from operations                                      96,052              1                   137,898

Capital share transactions:
   Transfers of net premiums                         1,020,440              -                   746,707
   Transfers of surrenders                              (8,502)             -                    (3,014)
   Transfers of administrative charges                     (64)             -                       (20)
   Transfers between subaccounts, including
     fixed interest subaccount                         803,482            240                   664,858
                                                 ------------------------------------  ---------------------
Net increase in net assets resulting from
   capital share transactions                        1,815,356            240                 1,408,531
                                                 ------------------------------------  ---------------------
Total increase in net assets                         1,911,408            241                 1,546,429

Net assets at beginning of period                          241              -                         -
                                                 ------------------------------------  ---------------------
Net assets at end of period                         $1,911,649           $241                $1,546,429
                                                 ====================================  =====================
</TABLE>

                                       28

<PAGE>

<TABLE>
<CAPTION>
                                                      GROWTH AND        INTERNATIONAL
                                                        INCOME              EQUITY
                                                      SUBACCOUNT         SUBACCOUNT               SMALL CAP SUBACCOUNT
                                                   -----------------   ----------------  ---------------------------------------
                                                                                                                PERIOD FROM
                                                                                                             DECEMBER 18, 1998
                                                      YEAR ENDED         YEAR ENDED          YEAR ENDED      (DATE OPERATIONS
                                                     DECEMBER 31,       DECEMBER 31,         DECEMBER 31,   COMMENCED) THROUGH
                                                         1999               1999               1999          DECEMBER 31, 1998
                                                   -----------------   ----------------  ---------------------------------------
<S>
Operations:                                            <S>                 <C>               <C>                  <C>
   Net investment income (operating loss)              $  12,937           $  1,880          $   (2,398)          $    -
   Net realized gain from investment
     transactions                                          1,220                340                 610                -
   Change in unrealized
     appreciation/depreciation of investments             27,923             19,592              58,859               13
                                                   -----------------   ----------------  ---------------------------------------
Net increase (decrease) in net assets resulting           42,080             21,812              57,071               13
   from operations

Capital share transactions:
   Transfers of net premiums                             238,989             35,700             240,614                -
   Transfers of surrenders                                (3,041)                 -              (2,902)               -
   Transfers of administrative charges                         -                  -                 (14)               -
   Transfers between subaccounts, including
     fixed interest subaccount                           208,050             25,927             166,393              300
                                                   -----------------   ----------------  ---------------------------------------
Net increase in net assets resulting from
   capital share transactions                            443,998             61,627             404,091              300
                                                   -----------------   ----------------  ---------------------------------------
Total increase in net assets                             486,078             83,439             461,162              313

Net assets at beginning of period                              -                  -                 313                -
                                                   -----------------   ----------------  ---------------------------------------
Net assets at end of period                             $486,078            $83,439            $461,475             $313
                                                   =================   ================  =======================================

<CAPTION>
                                                        EQUITY INCOME
                                                          SUBACCOUNT
                                                      -------------------


                                                           YEAR ENDED
                                                           DECEMBER 31,
                                                              1999
                                                      -------------------
<S>
Operations:                                                <C>
   Net investment income (operating loss)                  $  18,472
   Net realized gain from investment
     transactions                                                427
   Change in unrealized
     appreciation/depreciation of investments                (36,989)
                                                      -------------------
Net increase (decrease) in net assets resulting              (18,090)
   from operations

Capital share transactions:
   Transfers of net premiums                                 260,050
   Transfers of surrenders                                    (4,227)
   Transfers of administrative charges                            (8)
   Transfers between subaccounts, including
     fixed interest subaccount                               188,510
                                                      -------------------
Net increase in net assets resulting from
   capital share transactions                                444,325
                                                      -------------------
Total increase in net assets                                 426,235

Net assets at beginning of period                                  -
                                                      -------------------
Net assets at end of period                                 $426,235
                                                      ===================
</TABLE>

                                       29

<PAGE>

                        EquiTrust Life Annuity Account II

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                             MID-CAP GROWTH SUBACCOUNT
                                                                        -------------------------------------
                                                                                            PERIOD FROM
                                                                                         DECEMBER 18, 1998
                                                                          YEAR ENDED     (DATE OPERATIONS
                                                                         DECEMBER 31,    COMMENCED) THROUGH
                                                                             1999         DECEMBER 31, 1998
                                                                        -------------------------------------
<S>                                                                        <C>                <C>
Operations:
   Net investment income                                                   $    3,397         $    -
   Net realized gain from investment transactions                               1,022              -
   Change in unrealized appreciation/depreciation of investments              111,717              8
                                                                        -------------------------------------
Net increase in net assets resulting from operations                          116,136              8

Capital share transactions:
   Transfers of net premiums                                                  414,186              -
   Transfers of surrenders                                                       (359)             -
   Transfers of administrative charges                                             (5)             -
   Transfers between subaccounts, including fixed interest subaccount         316,421            180
                                                                        -------------------------------------
Net increase in net assets resulting from capital share transactions          730,243            180
                                                                        -------------------------------------
Total increase in net assets                                                  846,379            188

Net assets at beginning of period                                                 188              -
                                                                        -------------------------------------
Net assets at end of period                                                  $846,567           $188
                                                                        =====================================
</TABLE>



SEE ACCOMPANYING NOTES.


                                       30

<PAGE>

<TABLE>
<CAPTION>
                                                                                  NEW AMERICA GROWTH
                                                                                      SUBACCOUNT
                                                                        -------------------------------------
                                                                                              PERIOD FROM
                                                                                           DECEMBER 18, 1998
                                                                          YEAR ENDED        (DATE OPERATIONS
                                                                         DECEMBER 31,      COMMENCED) THROUGH
                                                                             1999           DECEMBER 31, 1998
<S>                                                                     -------------------------------------
Operations:                                                                 <S>                 <C>
   Net investment income                                                    $  37,193           $    -
   Net realized gain from investment transactions                                 391                -
   Change in unrealized appreciation/depreciation of investments               29,896               13
                                                                        -------------------------------------
Net increase in net assets resulting from operations                           67,480               13

Capital share transactions:
   Transfers of net premiums                                                  336,429                -
   Transfers of surrenders                                                     (2,044)               -
   Transfers of administrative charges                                            (32)               -
   Transfers between subaccounts, including fixed interest subaccount

Net increase in net assets resulting from capital share transactions          342,670              300
                                                                        -------------------------------------
Total increase in net assets                                                  677,023              300
                                                                        -------------------------------------
Net assets at beginning of period                                             744,503              313

Net assets at end of period                                                       313                -
                                                                        -------------------------------------
                                                                             $744,816             $313
                                                                        =====================================

<CAPTION>                                                                  PERSONAL STRATEGY
                                                                                BALANCED            INTERNATIONAL STOCK
                                                                               SUBACCOUNT               SUBACCOUNT
                                                                        -----------------------  ------------------------


                                                                               YEAR ENDED            YEAR ENDED
                                                                              DECEMBER 31,          DECEMBER 31,
                                                                                  1999                  1999
<S>                                                                     -----------------------  ------------------------
Operations:                                                                   <C>                      <C>
   Net investment income                                                      $  27,924                $    1,367
   Net realized gain from investment transactions                                   167                       359
   Change in unrealized appreciation/depreciation of investments                 (5,240)                   31,882
                                                                        -----------------------  ------------------------
Net increase in net assets resulting from operations                             22,851                    33,608

Capital share transactions:
   Transfers of net premiums                                                    314,307                    73,823
   Transfers of surrenders                                                         (825)                        -
   Transfers of administrative charges                                               (6)                       (7)
   Transfers between subaccounts, including fixed interest subaccount

Net increase in net assets resulting from capital share transactions            231,705                    56,121
                                                                        -----------------------  ------------------------
Total increase in net assets                                                    545,181                   129,937
                                                                        -----------------------  ------------------------
Net assets at beginning of period                                               568,032                   163,545

Net assets at end of period                                                           -                         -
                                                                        -----------------------  ------------------------
                                                                               $568,032                  $163,545
                                                                        =======================  ========================
</TABLE>

                                       31

<PAGE>

                        EquiTrust Life Annuity Account II

                          Notes to Financial Statements

                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES

EquiTrust Life Annuity Account II (the Account) is a unit investment trust
registered under the Investment Company Act of 1940. The Account was established
as a separate investment account within EquiTrust Life Insurance Company (the
Company) to fund flexible premium deferred variable annuity insurance policies.
The Account commenced operations on December 18, 1998.

The Account has available fifteen separate subaccounts, each of which invests
solely, as directed by contract owners, in a different portfolio of EquiTrust
Variable Insurance Series Fund, Dreyfus Variable Investment Fund, T. Rowe Price
Equity Series, Inc. and T. Rowe Price International Series, Inc. (the Funds),
which are open-end, diversified management investment companies. Contract owners
also may direct investments to a fixed interest subaccount held in the general
assets of the Company.

Investments in shares of the Funds are stated at market value, which is the
closing net asset value per share as determined by the Funds. The first-in,
first-out cost basis has been used in determining the net realized gain or loss
from investment transactions and unrealized appreciation or depreciation on
investments. On January 1, 1999, the Account adjusted the cost basis from the
average cost method to the first-in, first-out method. This change had no effect
on the cost basis of the Account's investments.

Dividends paid to the Account are automatically reinvested in shares of the
Funds on the payable date.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of the Account's financial statements and accompanying notes
requires management to make estimates and assumptions that affect the amounts
reported and disclosed. These estimates and assumptions could change in the
future as more information becomes known, which could impact the amounts
reported and disclosed in the financial statements and accompanying notes.

2. EXPENSE CHARGES

The Account pays the Company certain amounts relating to the distribution and
administration of the policies funded by the Account and as reimbursement for
certain mortality and other risks assumed by the Company. The following
summarizes those amounts.


                                       32

<PAGE>

                        EquiTrust Life Annuity Account II

                    Notes to Financial Statements (continued)

2. EXPENSE CHARGES (CONTINUED)

MORTALITY AND EXPENSE RISK CHARGES: The Company deducts a daily mortality and
expense risk charge from the Account at an effective annual rate of 1.40% of the
average daily net asset value of the Account. These charges are assessed in
return for the Company's assumption of risks associated with adverse mortality
experience or excess administrative expenses in connection with policies issued.

ADMINISTRATIVE CHARGE: Prior to the annuity payment period, the Company will
deduct an annual administrative charge of $30 to reimburse it for administrative
expenses related to the contract. A portion of this charge may be deducted from
funds held in the fixed interest subaccount.

SURRENDER CHARGE: A surrender charge is imposed in the event of a full or
partial surrender during the first six contract years. During the second through
sixth contract years, this charge is not assessed on the first 10% of cash value
surrendered. The amount charged is 6% of the amount surrendered during the first
contract year and declines by 1% in each of the next five contract years. No
surrender charge is deducted if the partial surrender or surrender occurs after
six full contract years.

TRANSFER CHARGE: A transfer charge of $25 will be imposed for the thirteenth and
each subsequent transfer between subaccounts in any one policy year.

3. FEDERAL INCOME TAXES

The operations of the Account form a part of, and are taxed with, operations of
the Company, which is taxed as a life insurance company under the Internal
Revenue Code. Under current law, no federal income taxes are payable with
respect to the Account's net investment income or net realized gain on
investments. Accordingly, no charge for income tax is currently being made to
the Account. If such taxes are incurred by the Company in the future, a charge
to the Account may be assessed.


                                       33

<PAGE>

                        EquiTrust Life Annuity Account II

                    Notes to Financial Statements (continued)

4. INVESTMENT TRANSACTIONS

The aggregate cost of investment securities purchased and proceeds from
investment securities sold by subaccount are as follows:

<TABLE>
<CAPTION>
                                                                                          PERIOD FROM
                                                                                    DECEMBER 18, 1998 (DATE
                                                                                     OPERATIONS COMMENCED)
                                                      YEAR ENDED DECEMBER 31,         THROUGH DECEMBER 31,
                                                               1999                           1998
                                                  ------------------------------   -------------------------
                                                    PURCHASES        SALES          PURCHASES      SALES
                                                  ------------------------------   -------------------------

<S>                                               <C>            <C>               <C>              <C>
   Value Growth Subaccount                        $     226,845  $       9,107     $     180        $ -
   High Grade Bond Subaccount                           403,393          9,047             -          -
   High Yield Bond Subaccount                           199,612          1,966             -          -
   Money Market Subaccount                            3,399,854      3,109,661        26,782          3
   Blue Chip Subaccount                               1,824,583         16,579             -          -
   Capital Appreciation Subaccount                    1,844,351         23,876           240          -
   Disciplined Stock Subaccount                       1,427,567         13,355             -          -
   Growth and Income Subaccount                         468,405         11,470             -          -
   International Equity Subaccount                       68,409          4,902             -          -
   Small Cap Subaccount                                 407,835          6,142           300          -
   Equity Income Subaccount                             474,783         11,986             -          -
   Mid-Cap Growth Subaccount                            740,861          7,221           180          -
   New America Subaccount                               721,317          7,101           300          -
   Personal Strategy Balanced Subaccount                608,006         34,901             -          -
   International Stock Subaccount                       135,930          4,626             -          -
                                                  ------------------------------   -------------------------
   Combined                                         $12,951,751     $3,271,940       $27,982        $ 3
                                                  ==============================   =========================
</TABLE>


5. SUMMARY OF CHANGES FROM UNIT TRANSACTIONS

Transactions in units of each subaccount were as follows:

<TABLE>
<CAPTION>
                                           UNITS SOLD                 UNITS REDEEMED                NET INCREASE
                                 ----------------------------   ---------------------------  ---------------------------
                                       UNITS        AMOUNT         UNITS        AMOUNT          UNITS        AMOUNT
                                 ----------------------------   ---------------------------  ---------------------------
YEAR ENDED DECEMBER 31, 1999
<S>                                 <C>        <C>               <C>       <C>                 <C>         <C>
Value Growth Subaccount               22,646   $     226,840         747   $      7,497         21,899     $   219,343
High Grade Bond Subaccount            39,721         391,744         661          6,533         39,060         385,211
High Yield Bond Subaccount            19,227         191,678          60            594         19,167         191,084
Money Market Subaccount              333,373       3,385,718     305,343      3,105,342         28,030         280,376
Blue Chip Subaccount                 169,042       1,824,550         563          6,130        168,479       1,818,420
Capital Appreciation Subaccount      174,498       1,827,054       1,101         11,698        173,397       1,815,356
Disciplined Stock Subaccount         134,247       1,412,486         372          3,955        133,875       1,408,531
Growth and Income Subaccount          42,690         452,048         727          8,050         41,963         443,998
</TABLE>


                                       34

<PAGE>

                        EquiTrust Life Annuity Account II

                    Notes to Financial Statements (continued)

     5.   SUMMARY OF CHANGES FROM UNIT TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                UNITS SOLD                 UNITS REDEEMED               NET INCREASE
                                      ----------------------------   ---------------------------  ---------------------------
                                            UNITS        AMOUNT         UNITS        AMOUNT          UNITS        AMOUNT
                                      ----------------------------   ---------------------------  ---------------------------
YEAR ENDED DECEMBER 31, 1999
(CONTINUED)
<S>                                      <C>        <C>               <C>        <C>               <C>          <C>
International Equity Subaccount              5,811  $       66,112         440   $      4,485          5,371    $     61,627
Small Cap Subaccount                        37,507         407,787         349          3,696         37,158         404,091
Equity Income Subaccount                    41,883         453,306         861          8,981         41,022         444,325
Mid-Cap Growth Subaccount                   67,411         732,362         194          2,119         67,217         730,243
New America Growth Subaccount               64,857         679,967         263          2,944         64,594         677,023
Personal Strategy Balanced Subaccount       56,635         576,543       3,067         31,362         53,568         545,181
International Stock Subaccount              12,833         133,540         349          3,603         12,484         129,937
                                      ----------------------------   ---------------------------  --------------------------
Combined                                 1,222,381     $12,761,735     315,097   $  3,206,989        907,284    $  9,554,746
                                       ============================   ===========================  ===========================

PERIOD FROM DECEMBER 18, 1998 (DATE
OPERATIONS COMMENCED) THROUGH
DECEMBER 31, 1998
Value Growth Subaccount                         18  $          180           -   $          -             18    $        180
Money Market Subaccount                      2,795          27,973         120          1,200          2,675          26,773
Capital Appreciation Subaccount                 24             240           -              -             24             240
Small Cap Subaccount                            30             300           -              -             30             300
Mid-Cap Growth Subaccount                       18             180           -              -             18             180
New America Growth Subaccount                   30             300           -              -             30             300
                                       ----------------------------   ---------------------------  ---------------------------
Combined                                     2,915  $       29,173         120   $       1,200         2,795    $      27,973
                                       ============================   ===========================  ===========================
</TABLE>

     6.   NET ASSETS

     The Account has an unlimited number of units of beneficial interest
     authorized with no par value. Net assets as of December 31, 1999 consisted
     of:

<TABLE>
<CAPTION>
                                                                 VALUE        HIGH GRADE       HIGH YIELD
                                                                GROWTH           BOND             BOND
                                               COMBINED       SUBACCOUNT      SUBACCOUNT       SUBACCOUNT
                                           ----------------------------------------------------------------
<S>                                          <C>                <C>            <C>            <C>
Paid-in capital                              $  9,582,719       $219,523       $385,211       $191,084
Accumulated undistributed net investment
   income (loss)                                  125,071         (1,605)         9,135          6,562
Accumulated undistributed net realized
   gain (loss) from investment
   transactions                                     9,305            128           (345)          (151)
Net unrealized appreciation
   (depreciation) of investments                  551,335        (12,999)       (10,770)        (8,927)
                                           ----------------------------------------------------------------
Net assets                                    $10,268,430       $205,047       $383,231       $188,568
                                           ================================================================
</TABLE>


                                       35

<PAGE>

                        EquiTrust Life Annuity Account II

                    Notes to Financial Statements (continued)

6. NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
                                                                              CAPITAL       DISCIPLINED
                                            MONEY MARKET      BLUE CHIP     APPRECIATION       STOCK
                                             SUBACCOUNT      SUBACCOUNT      SUBACCOUNT      SUBACCOUNT
                                           ----------------------------------------------------------------
<S>                                          <C>             <C>            <C>            <C>
Paid-in capital                                  $307,149     $1,818,420     $1,815,596     $1,408,531
Accumulated undistributed net investment
   income (loss)                                    9,823        (10,416)         5,119          5,681
Accumulated undistributed net realized
   gain from investment transactions                    -          2,311          1,348          1,478
Net unrealized appreciation of investments
                                                        -        126,032         89,586        130,739
                                           ----------------------------------------------------------------
Net assets                                       $316,972     $1,936,347     $1,911,649     $1,546,429
                                           ================================================================
<CAPTION>
                                             GROWTH AND     INTERNATIONAL
                                               INCOME          EQUITY        SMALL CAP     EQUITY INCOME
                                             SUBACCOUNT      SUBACCOUNT      SUBACCOUNT      SUBACCOUNT
                                           ----------------------------------------------------------------
<S>                                          <C>             <C>            <C>            <C>
Paid-in capital                                  $443,998        $61,627       $404,391       $444,325
Accumulated undistributed net investment
   income (loss)                                   12,937          1,880         (2,398)        18,472
Accumulated undistributed net realized
   gain from investment transactions                1,220            340            610            427
Net unrealized appreciation
   (depreciation) of investments                   27,923         19,592         58,872        (36,989)
                                           ----------------------------------------------------------------
Net assets                                       $486,078        $83,439       $461,475       $426,235
                                           ================================================================
<CAPTION>
                                                                              PERSONAL
                                                             NEW AMERICA      STRATEGY
                                            MID-CAP GROWTH      GROWTH        BALANCED     INTERNATIONAL
                                              SUBACCOUNT      SUBACCOUNT     SUBACCOUNT   STOCK SUBACCOUNT
                                           ----------------------------------------------------------------
<S>                                          <C>             <C>            <C>            <C>
Paid-in capital                                  $730,423       $677,323       $545,181       $129,937
Accumulated undistributed net investment
   income                                           3,397         37,193         27,924          1,367
Accumulated undistributed net realized
   gain from investment transactions                1,022            391            167            359
Net unrealized appreciation
   (depreciation) of investments                  111,725         29,909         (5,240)        31,882
                                           ----------------------------------------------------------------
Net assets                                       $846,567       $744,816       $568,032       $163,545
                                           ================================================================
</TABLE>


                                       36

<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>   <S>
 (1)  Certified resolution of the board of directors of EquiTrust Life Insurance
      Company (the "Company") establishing EquiTrust Life Annuity Account II
      (the "Account").(1)

 (2)  Not Applicable.

 (3)  (a) Form of Underwriting agreement among the Company, the Account and
      EquiTrust Marketing Services, Inc. ("EquiTrust Marketing").(1)

      (b) Form of Sales Agreement.(1)

      (c) Form of Wholesaling Agreement.(1)

 (4)  (a) Contract Form.(1)

      (b) Variable Settlement Agreement(2)

 (5)  Contract Application.(1)

 (6)  (a) Articles of Incorporation of the Company.(1)

      (b) By-Laws of the Company.(1)

 (7)  Not Applicable.

 (8)  (a) Participation agreement relating to EquiTrust Variable Insurance
      Series Fund.(1)

      (b) Participation agreement relating to Dreyfus Variable Investment
      Fund.(1)

      (c) Participation agreement relating to T. Rowe Price Equity Series, Inc.
      and T. Rowe Price International Series, Inc.(1)

 (9)  *Opinion and Consent of Stephen M. Morain, Esquire.

(10)  *(a) Consent of Sutherland Asbill & Brennan LLP.

      *(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.(1)
</TABLE>


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

*   Attached as exhibit.

(1) Incorporated by reference to the initial filing of this Registration
    Statement (File No. 333-61899) on August 20, 1998.


(2) Incorporated herein by reference to post-effective amendment No. 3 to the
    Registration Statement on Form N-4 (File No. 333-61899) filed on
    February 23, 2000.


ITEM 25.  DIRECTORS AND OFFICERS OF THE COMPANY

Incorporated herein by reference to the prospectus in the Form S-6 registration
statement (File No. 333-62221) for certain variable life insurance contracts
issued by the Company and filed with the Commission on April 30, 1999.
<PAGE>
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
<PAGE>

                           FBL FINANCIAL GROUP, INC.
                                OWNERSHIP CHART
                                    12/31/99



<TABLE>
<S>             <C>             <C>             <C>             <C>             <C>             <C>             <C>
                                                        FBL Financial
                                                         Group, Inc.
                                                              /
                                                              /
- --------------------------------------------------------------
      /               /               /               /
      /               /               /               /
FBL Financial    Farm Bureau       Western           FBL
Group Capital   Life Insurance   Farm Bureau      Financial
    Trust          Company      Life Insurance  Services, Inc.
                      /            Company            /
                      /                               /
                      /                               /
- ----------------------------------------------        /
      /               /               /               /
      /               /               /               /
  EquiTrust          FBL          Universal           /
Life Insurance   Real Estate       Assurors           /
   Company      Ventures, Ltd.   Life Ins Co          /
                                ----------------------------------------------------------------------------------------------
                                      /               /               /               /               /               /
                                      /               /               /               /               /               /
                                  Western AG         FBL             FBL          EquiTrust       EquiTrust       EquiTrust
                                  Insurance        Leasing        Insurance       Investment        Market         Assigned
                                 Agency, Inc.   Services, Inc.    Brokerage,      Management    Services, LLC      Benefit
                                                                     Inc.       Services, Inc.                     Company
                                                                                      .
                                                                                      .
                                                                                      .
                                                                                      .
                                                                                      .
                                                                ..............................................
                                                                      .               .               .
                                                                      .               .               .
                                                                      .               .               .
                                                                  EquiTrust       EquiTrust       EquiTrust
                                                                 Series Fund,    Money Market    Variable Ins
                                                                     Inc.            Fund        Series Fund
</TABLE>


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

 .... Management Agreement

<PAGE>
ITEM 27.  NUMBER OF CONTRACT OWNERS


As of April 1, 2000, there were 1,851 contract owners.


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, LLC is the registrant's principal underwriter
and also serves as the principal underwriter of certain variable annuity
contracts and variable life insurance policies issued by other separate accounts
of the Company or its life insurance company affiliates supporting other
variable products, or to variable annuity and variable life insurance separate
accounts of insurance companies not affiliated with the Company.
<PAGE>
(b) Officers and Managers of EquiTrust Marketing Services, LLC


<TABLE>
NAME AND PRINCIPAL BUSINESS
ADDRESS*                        POSITIONS AND OFFICES
<S>                             <C>
Stephen M. Morain               General Counsel and Assistant Secretary, Iowa Farm Bureau
Senior Vice President, General    Federation; General Counsel, Secretary and Director, Farm Bureau
Counsel and Manager               Management Corporation; Senior Vice President, General Counsel and
                                  Director, FBL Financial Group, Inc.
William J. Oddy                 Chief Executive Officer and Director, FBL Financial Group, Inc.
Chief Executive Officer and
Manager
Dennis M. Marker                Vice President--Investment Administration, FBL Financial
Vice President--Investment        Group, Inc.
Administration and Manager
Jo Ann Rumelhart                Executive Vice President and General Manager--Life Cos., FBL
Executive Vice President and      Financial Group, Inc.
Manager
Timothy J. Hoffman              Chief Administrative Officer, FBL Financial Group, Inc.
Chief Administrative Officer
and Manager
James W. Noyce                  Chief Financial Officer, FBL Financial Group, Inc.
Chief Financial Officer,
Treasurer and Manager
Thomas E. Burlingame            Vice President--Associate General Counsel, FBL Financial
Vice President and Manager        Group, Inc.
John M. Paule                   Chief Marketing Officer, FBL Financial Group, Inc.
Chief Marketing Officer and
Manager
Lynn E. Wilson                  Vice President--Life Sales, FBL Financial Group, Inc.
President and Manager
</TABLE>


<PAGE>

<TABLE>
NAME AND PRINCIPAL BUSINESS
ADDRESS*                        POSITIONS AND OFFICES
<S>                             <C>
Lou Ann Sandburg                Vice President--Investments and Assistant Treasurer, FBL Financial
Vice President--Investments,      Group, Inc.
Assistant Treasurer and
Manager
James P. Brannen                Vice President--Controller, FBL Financial Group, Inc.
Vice President--Controller
Robert A. Simons                Senior Counsel--Investments, FBL Financial Group, Inc.
Senior Counsel--Investments
Sue A. Cornick                  Sr. Market Conduct and Mutual Funds Vice President and Secretary,
Sr. Market Conduct and Mutual     EquiTrust Investment Management Services, Inc., EquiTrust Money
Funds Vice President and          Market Fund, Inc., EquiTrust Series Fund, Inc. and EquiTrust
Secretary                         Variable Insurance Series Fund.
Kristi Rojohn                   Director, Investment Compliance and Assistant Secretary, EquiTrust
Director, Investment              Investment Management Services, Inc.; Assistant Secretary,
Compliance and Assistant          EquiTrust Money Market Fund, Inc., EquiTrust Series Fund, Inc. and
Secretary                         EquiTrust Variable Insurance SeriesFund.
Roger F. Grefe                  Investment Management Vice President, FBL Financial Group, Inc.
Investment Management Vice
President
Robert J. Rummelhart            Investment Vice President, FBL Financial Group, Inc.
Investment Vice President
Charles T. Happel               Sr. Portfolio Manager, EquiTrust Investment Management
Sr. Portfolio Manager             Services, Inc.
Laura Kellen Beebe              Sr. Portfolio Manager, EquiTrust Investment Management
Sr. Portfolio Manager             Services, Inc.
Doug Higgins                    Portfolio Manager, EquiTrust Investment Management Services, Inc.
Portfolio Manager
Larry J. Patterson              Director, Financial Planning, United Farm Family
Vice President
Thomas J. Faulconer             Director of Marketing Training, United Farm Family
Indiana OSJ Principal
Ken L. Lamoreaux                Manager of Marketing Information Systems, Kansas Farm Bureau
Kansas OSJ Officer
Carla K. Dressman               Manager of Sales Services, Kansas Farm Bureau
Kansas OSJ Officer
Kay E. Darrah                   Manager of Sales Training, Kansas Farm Bureau
Kansas OSJ Officer
</TABLE>


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

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.
<PAGE>
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 as part of any
application to purchase a contract offered by the prospectus, 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.
<PAGE>
                                   SIGNATURES


As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, EquiTrust Life Annuity Account II, certifies that it meets
all the requirements for effectiveness of the Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and 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 25th day
of April, 2000.



<TABLE>
<S>                             <C>  <C>
                                EQUITRUST LIFE INSURANCE COMPANY
                                EQUITRUST LIFE ANNUITY ACCOUNT II

                                By:          /s/ EDWARD M. WIEDERSTEIN
                                     -----------------------------------------
                                               Edward M. Wiederstein
                                                     PRESIDENT
                                          EquiTrust Life Insurance Company

                                Attest:           /s/ STEPHEN M. MORAIN
                                     -----------------------------------------
                                                 Stephen M. Morain
                                     SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                          EquiTrust Life Insurance Company
</TABLE>


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.


<TABLE>
<CAPTION>
          SIGNATURE                       TITLE                    DATE
          ---------                       -----                    ----
<C>                             <S>                         <C>
  /s/ EDWARD M. WIEDERSTEIN     President and Director
- ------------------------------    [Principal Executive           April 25, 2000
    Edward M. Wiederstein         Officer]

                                Senior Vice President,
     /s/ JERRY C. DOWNIN          Secretary-Treasurer and
- ------------------------------    Director                       April 25, 2000
       Jerry C. Downin            [Principal Financial
                                  Officer]

                                Chief Financial Officer
      /s/ JAMES W. NOYCE          and Director
- ------------------------------    [Principal Accounting          April 25, 2000
        James W. Noyce            Officer]

              *
- ------------------------------  Chief Executive Officer          April 25, 2000
       William J. Oddy            and Director

              *
- ------------------------------  Executive Vice President         April 25, 2000
       Jo Ann Rumelhart           and Director

              *
- ------------------------------  Chief Administrative             April 25, 2000
      Timothy J. Hoffman          Officer and Director

              *                 Senior Vice President,
- ------------------------------    General Counsel and            April 25, 2000
      Stephen M. Morain           Director
</TABLE>


<TABLE>
  <S>  <C>
  *By:           /s/ STEPHEN M. MORAIN
           ---------------------------------
                   Stephen M. Morain
                    ATTORNEY-IN-FACT
             Pursuant to Power of Attorney
</TABLE>

<PAGE>

[EquiTrust letterhead]



                                 April 26, 2000



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 EquiTrust Life
Insurance Company ("Company") and its EquiTrust 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 EquiTrust 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 Statement of Additional Information 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>

[SUTHERLAND ASBILL & BRENNAN LLP]


                                 April 25, 2000


EquiTrust Life Insurance Company
5400 University Avenue
West Des Moines, Iowa 50266

     Re:  EquiTrust Life Annuity Account II (File No. 333-61899)

Gentlemen:

     We hereby consent to the reference to our name under the caption "Legal
Matters" in the statement of additional information filed as part of
Post-Effective Amendment Number 4 to the registration statement on Form N-4 for
EquiTrust Life Annuity Account II (File No. 333-61899). In giving this consent,
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.

                               Sincerely,

                               SUTHERLAND ASBILL & BRENNAN LLP




                               By:      /S/ STEPHEN E. ROTH
                                  ------------------------------------
                                        Stephen E. Roth, Esq.



<PAGE>

                           [Ernst & Young Letterhead]




                         Consent of Independent Auditors




We consent to the reference to our firm under the captions "Financial
Statements" in the Prospectus and "Experts" in Part B and to the use of our
reports dated March 10, 2000 with respect to the financial statements of
EquiTrust Life Annuity Account II and February 14, 2000 with respect to the
statutory-basis financial statements of EquiTrust Life Insurance Company, in
Post-Effective Amendment No. 4 to the Registration Statement (Form N-4 No.
333-61899) and related Prospectus of EquiTrust Life Annuity Account II dated May
1, 2000.



Des Moines, Iowa                                               Ernst & Young LLP
April 24, 2000


<PAGE>

[EquiTrust letterhead]


                                 April 26, 2000



EquiTrust Life Insurance Company
5400 University Avenue
West Des Moines, Iowa 50266

Gentlemen:

This opinion is furnished in connection with the registration by EquiTrust Life
Insurance Company of a flexible premium deferred variable annuity contract
("Contract") under the Securities Act of 1933, as amended. The prospectus
included in Post-Effective Amendment No. 4 to the Registration Statement on Form
N-4 (File No. 333-61899) describes the Contract. I have provided actuarial
advice concerning the preparation of the contract form described in the
Registration Statement, and I am familiar with the Registration Statement and
exhibits thereto.

It is my professional opinion that 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 Post-Effective
Amendment No. 4 to the Registration Statement.

                            Sincerely,

                            /s/ Christopher G. Daniels

                            Christopher G. Daniels, FSA, MSAA
                            Life Product Development and Pricing Vice President
                            EquiTrust Life Insurance Company


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