MINNESOTA MUTUALS VARIABLE FUND D, 485BPOS, 1997-04-24

MINNESOTA MUTUALS VARIABLE FUND D
485BPOS, 1997-04-24

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<PAGE>
File Number 2-29624

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment Number
-------- ----

Post-Effective Amendment Number 48 X
-------- ----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment Number 20 X
-------- ----

MINNESOTA MUTUAL VARIABLE FUND D
--------------------------------------------------------------
(Exact Name of Registrant)

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------------------------
(Name of Depositor)

400 ROBERT STREET NORTH, ST. PAUL, MINNESOTA 55101-2098
--------------------------------------------------------------
(Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, Including Area Code: (612) 665-3500

Dennis E. Prohofsky
Senior Vice President, General Counsel and Secretary
The Minnesota Mutual Life Insurance Company
400 Robert Street North

ST. PAUL, MINNESOTA 55101-2098
--------------------------------------------------------------
(Name and Address of Agent for Service)

Copy to:
J. Sumner Jones, Esq.
Jones & Blouch L.L.P.
1025 Thomas Jefferson Street N.W.
Suite 405 West
Washington, D.C. 20007

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, 1997 pursuant to paragraph (b) of Rule 485

___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

___ on (date), pursuant to paragraph (a)(1) of Rule 485

IF APPROPRIATE, CHECK THE FOLLOWING BOX:
___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Pursuant to Regulation 270.24f-2 under the Investment Company Act of 1940,
Registrant has previously elected to register an indefinite number of its
variable annuity contracts under the Securities Act of 1933. The Rule 24f-2
Notice for Registrant's most recent fiscal year was filed on February 26,
1997.

<PAGE>

PART A

INFORMATION REQUIRED IN A PROSPECTUS

<PAGE>

Minnesota Mutual Variable Fund D

Cross Reference Sheet to Prospectus

Form N-4

Item Number Caption in Prospectus

1. Cover Page

2. Definitions

3. Synopsis

4. Condensed Financial Information

5. General Descriptions

6. Contract Deductions

7. Description of the Contracts

8. Annuity Period

9. Death Benefit

10. Crediting Accumulation Units

11. Withdrawals and Surrender

12. Federal Tax Status

13. Legal Proceedings

14. Table of Contents of the Statement of Additional Information

<PAGE>
VARIABLE FUND D PROSPECTUS
GROUP AND INDIVIDUAL VARIABLE ANNUITY CONTRACT
OF MINNESOTA MUTUAL'S VARIABLE FUND D

THE VARIABLE ANNUITY CONTRACTS, WHICH ARE MORE FULLY DESCRIBED IN THIS
PROSPECTUS, ARE DESIGNED TO PROVIDE BENEFITS UNDER CERTAIN RETIREMENT PROGRAMS
OR PLANS WHICH QUALIFY FOR SPECIAL FEDERAL INCOME TAX TREATMENT.

The owner of a contract or a participant under a group contract may elect to
have contract values accumulated on a completely variable basis, on a completely
fixed basis (as part of Minnesota Mutual's General Account and in which the
safety of principal and interest are guaranteed) or on a combination fixed and
variable basis. To the extent that contract values are accumulated on a variable
basis, they will be a part of the Variable Fund D. The Variable Fund D invests
its assets in shares of Advantus Series Fund, Inc. (the "Series Fund"). The
variable accumulation value of the contract and the amount of each variable
annuity payment will vary in accordance with the performance of the Portfolio or
Portfolios of the Series Fund selected by the contract owner or participant. The
contract owner or participant bears the entire investment risk for any amounts
allocated to the Portfolios of the Series Fund.

This Prospectus sets forth information that a prospective investor should know
before investing in the Variable Fund D, and it should be read and kept for
future reference. A Statement of Additional Information, bearing the same date,
which contains further contract and Variable Fund D information, has been filed
with the Securities and Exchange Commission and is incorporated by reference
into this Prospectus. A copy of the Statement of Additional Information may be
obtained without charge by calling (612) 665-3500, or by writing the Variable
Fund D at its principal office at Minnesota Mutual Life Center, 400 Robert
Street North, St. Paul, Minnesota 55101-2098. A Table of Contents for the
Statement of Additional Information appears in this Prospectus on page 28.

This Prospectus is not valid unless attached to a current prospectus of Advantus
Series Fund, Inc.

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

THIS PROSPECTUS SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.

[LOGO]
The Minnesota Mutual Life Insurance Company
400 Robert Street North
St. Paul, MN 55101-2098
(612) 665-3500

http://www.minnesotamutual.com

The date of this document and the Statement of Additional Information is: May 1,
1997.

F.16106 Rev. 5-97

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

As used in this Prospectus, the following terms have the indicated meanings:

ACCUMULATION UNIT: an accounting device used to determine the value of a
contract before annuity payments begin.

ACCUMULATION VALUE: the sum of the values under a contract in the General
Account and in the Variable Fund D.

ANNUITY: a series of payments for life; for life with a minimum number of
payments guaranteed; for the joint lifetime of the annuitant and another person
and thereafter during the lifetime of the survivor; or for a period certain.

ANNUITY UNIT: an accounting device used to determine the amount of annuity
payments.

CODE: the Internal Revenue Code of 1986, as amended.

CONTRACT OWNER: the owner of the contract, which could be the annuitant, his or
her employer, or a trustee acting on behalf of the employer.

CONTRACT YEAR: a period of one year beginning with the contract date or a
contract anniversary.

FIXED ANNUITY: an annuity providing for payments of guaranteed amounts
throughout the payment period.

FUND: the mutual fund or separate investment portfolio within a series mutual
fund which has been designated as an eligible investment for the Variable Fund
D, namely, Advantus Series Fund, Inc. and its Portfolios.

GENERAL ACCOUNT: all of our assets other than those in the Variable Fund D or in
other separate accounts established by us.

PARTICIPANT: a person for whom an interest is maintained under a group annuity
contract, prior to the time that annuity payments begin.

PLAN: a tax-qualified employer pension, profit-sharing, or annuity purchase plan
under which benefits are to be provided by the variable annuity contracts
described herein.

PURCHASE PAYMENTS: amounts paid to us under a contract.

VALUATION DATE: each date on which a Fund Portfolio is valued.

VARIABLE ANNUITY: an annuity providing for payments varying in amount in
accordance with the investment experience of the Variable Fund D.

VARIABLE FUND D: a separate investment account called the Minnesota Mutual
Variable Fund D, where the investment experience of its assets is kept separate
from our other assets. This separate account has several sub-accounts.

2
<PAGE>
SYNOPSIS CONTAINS A BRIEF SUMMARY OF SOME OF THE IMPORTANT FEATURES OF THE
VARIABLE ANNUITY CONTRACTS DESCRIBED IN THIS PROSPECTUS. THE SUMMARY DOES NOT
PROVIDE A FULL DESCRIPTION OF THE CONTRACTS, WHICH IS PROVIDED ONLY IN THE
PROSPECTUS. YOU MAY FIND IT HELPFUL TO RE-READ THIS SUMMARY AFTER READING THE
PROSPECTUS, WHICH SHOULD BE RETAINED FOR FUTURE REFERENCE. A GLOSSARY OF SPECIAL
TERMS USED IN THIS PROSPECTUS MAY BE FOUND ON THE PRECEDING PAGE.
This Prospectus describes variable annuity contracts which are offered for use
in connection with certain retirement plans or programs entitled to special
federal income tax benefits. These plans or programs include: (a) employer
pension or profit-sharing plans qualified under Section 401(a) or 403(a) of the
Internal Revenue Code (the "Code"); (b) pension plans established by persons
entitled to the benefits of the Self-Employed Individuals Tax Retirement Act of
1962, as amended (H.R. 10 or Keogh plans); (c) annuity purchase plans adopted by
public school systems and certain tax exempt organizations pursuant to Section
403(b) of the Code; (d) individual retirement annuity plans adopted by
individuals pursuant to Section 408 of the Code; and (e) eligible state deferred
compensation plans described in Section 457 of the Code.
Three types of variable annuity contracts are offered by Minnesota
Mutual--Individual Accumulation Annuity, Group Accumulation Annuity, and Group
Deposit Administration. The minimum purchase payment for the first contract year
under a Group Deposit Administration Contract is $3,000. The minimum periodic
purchase payment under an Individual Accumulation Annuity Contract and as to
each participant under a Group Accumulation Annuity Contract is $10. Currently,
Minnesota Mutual is waiving the enforcement of this provision. For a detailed
description of each type of contract, see "Description of the Contracts" on
pages 14-17.
For contracts used as individual retirement annuities there is a right of
revocation after the contract is established. See "Right of Revocation" on page
15.

The contracts are combined fixed and variable annuity contracts which provide
for monthly annuity payments. These payments may begin immediately or at some
future date. Purchase payments received under a contract are allocated either to
our General Account or to Variable Fund D. In the General Account, purchase
payments receive interest and principal guarantees; in the Variable Fund D, your
purchase payments are invested in one or more Portfolios of Advantus Series
Fund, Inc. and receive no interest or principal guarantees.

To the extent amounts are invested in the sub-accounts of the Variable Fund D,
the value of the contract before the date annuity payments begin, and the amount
of monthly variable annuity benefits payable after that date, will increase or
decrease depending on increases or decreases in the market value of the
securities held by the Portfolios of the Series Fund.

This Prospectus describes only the variable aspects of the contracts, except
where fixed aspects are specifically mentioned. Please look to the language of
the contracts for a description of the fixed portion of the contracts. For more
information on the contracts, see the heading "Description of the Contracts" in
this Prospectus.

Currently, purchase payments allocated to the Variable Fund D are invested
exclusively in shares of Advantus Series Fund, Inc. The Series Fund is a mutual
fund of the series type, which means that it has several different portfolios
which it offers for investment. Shares of the Series Fund will be made available
at net asset value to the Variable Fund D to fund the variable annuity
contracts. The Series Fund is also required to redeem its shares at net asset
value at our request. We reserve the right to add, combine or remove other
eligible funds. The investment objectives and certain policies of the Portfolios
of the Series Fund are as follows:

The Growth Portfolio seeks the long-term accumulation of capital. Current
income, while a factor in portfolio selection, is a secondary objective. The
Growth Portfolio will invest primarily in common stocks and other equity
securities. Common stocks are more volatile than debt securities and involve
greater investment risk.
The Bond Portfolio seeks as high a level of long-term total rate of return
as is consistent with prudent investment risk. A secondary objective is to
seek preservation of capital. The Bond Portfolio will invest primarily in
long-term, fixed-income, high-quality debt instruments. The value of debt
securities will tend to rise

3
<PAGE>
and fall inversely with the rise and fall of interest rates.
The Money Market Portfolio seeks maximum current income to the extent
consistent with liquidity and the stability of capital. The Money Market
Portfolio will invest in money market instruments and other debt securities
with maturities not exceeding one year. The return produced by these
securities will reflect fluctuation in short-term interest rates.
AN INVESTMENT IN THE MONEY MARKET PORTFOLIO IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE
PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.
The Asset Allocation Portfolio seeks as high a level of long-term total
rate of return as is consistent with prudent investment risk. The Asset
Allocation Portfolio will invest in common stocks and other equity
securities, bonds and money market instruments. The Asset Allocation
Portfolio involves the risks inherent in stocks and debt securities of
varying maturities and the risk that the Portfolio may invest too much or
too little of its assets in each type of security at any particular time.
The Mortgage Securities Portfolio seeks a high level of current income
consistent with prudent investment risk. In pursuit of this objective, the
Mortgage Securities Portfolio will follow a policy of investment primarily
in mortgage-related securities. Prices of mortgage-related securities will
tend to rise and fall inversely with the rise and fall of the general level
of interest rates.
The Index 500 Portfolio seeks investment results that correspond generally
to the price and yield performance of the common stocks included in the
Standard & Poor's Corporation 500 Composite Stock Price Index (the "Index").
It is designed to provide an economical and convenient means of maintaining
a broad position in the equity market as part of an overall investment
strategy. All common stocks, including those in the Index, involve greater
investment risk than debt securities. The fact that a stock has been
included in the Index affords no assurance against declines in the price or
yield performance of that stock.
The Small Company Portfolio seeks long-term accumulation of capital. In
pursuit of this objective, the Small Company Portfolio will follow a policy
of investing primarily in common preferred stocks issued by small companies,
defined in terms of either market capitalization or gross revenues.
Investments in small companies usually involve greater investment risks than
fixed income securities or corporate equity securities generally. Small
companies will typically have a market capitalization of less than $1.5
billion or annual gross revenues of less than $1.5 billion.
There is no assurance that any Portfolio will meet its objectives. Additional
information concerning the investment objectives and policies of the Portfolios
can be found in the current prospectus for the Series Fund, which is attached to
this Prospectus.
Subject to the limitations of the type of retirement program or a specific
plan, the contracts may be surrendered in whole or in part at any time prior to
the time that annuity payments begin for their accumulation value, less a
deferred sales charge, if any. See the discussion on withdrawals and surrender
on pages 23-24. A surrender or a withdrawal may result in adverse tax
consequences. Once an annuity option has been selected and payments begin,
payments will be made only in accordance with the terms of that option. These
options, along with a description of the method used to determine the amount of
each variable annuity payment, are found on pages 14-16.
The allocation of future purchase payments may be made by giving Minnesota
Mutual written or telephone notice. And before annuity payments begin, a
contract owner or participant may transfer all or a part of existing
accumulation values between the General Account and the separate account or
among the sub-accounts of Variable Fund D. These transfers may be made by
written request to Minnesota Mutual and, generally, must be in amounts of at
least $250. Currently, Minnesota Mutual is waiving the enforcement of this
provision. For additional information on transfers please see the section on
pages 21-22.
A sales charge of up to 7% of the payment received is deducted from each
purchase payment. A deduction may also be made from each purchase payment for
any applicable premium taxes (currently such premium taxes

4
<PAGE>
range from 0% to 3.50%, depending upon the applicable law and are deducted as of
the annuity commencement date). The maximum sales charge of 7% (exclusive of any
applicable premium taxes) is 7.53% of the amount initially invested.
A deduction at the rate of .795% per year is made from the value of each
sub-account of Variable Fund D. This deduction is for the assumption by
Minnesota Mutual of mortality and expense risks. For additional information on
this deduction, see page 14.

In addition, Advantus Capital Management, Inc., a subsidiary of MIMLIC Asset
Management Company, which is a subsidiary of Minnesota Mutual, acts as the
investment adviser to the Series Fund and deducts from the net asset value of
each Portfolio of the Series Fund a fee for its services which are provided
under an investment advisory agreement. To the extent that the cost of
investment advisory services in the Series Fund exceeds .265%, Minnesota Mutual
will make a reimbursement to Variable Fund D contracts. For more information on
this reimbursement, please see the section in this Prospectus entitled "Contract
Deductions."

Each Portfolio of the Series Fund is subject to certain expenses in addition
to its advisory fee. For funds allocated to the Growth Sub-Account, a portion of
these expenses may be reimbursed. For more information on this, see this
Prospectus under the heading "Contract Deductions." For more information on the
Series Fund, see the prospectus of Advantus Series Fund, Inc. which is attached
to this Prospectus.

MIMLIC Sales Corporation ("MIMLIC Sales") acts as the principal underwriter
for the Variable Fund D. This firm is also affiliated with Minnesota Mutual.

- ------------------------------------------------------------------------
EXPENSE TABLE
The following contract expense information is intended to illustrate the expense
of a Variable Fund D variable annuity contract. All expenses shown are rounded
to the nearest dollar. The information contained in the tables must be
considered with the narrative information which immediately follows them in this
heading.

INDIVIDUAL ACCUMULATION ANNUITY AND PARTICIPANT INTERESTS UNDER THE GROUP
ANNUITY CONTRACTS

<TABLE>
<S> <C>
CONTRACT OWNER TRANSACTION EXPENSES

Sales Charges on Purchase Payments (as a percentage of
purchase payments).................................... 7%

SEPARATE ACCOUNT ANNUAL EXPENSES--GROWTH SUB-ACCOUNT
(as a percentage of average daily sub-account net
assets)

Investment Management Fee Reimbursement............. (.235)%
Mortality and Expense Risk Fees..................... .795%
Other Expense Reimbursement......................... (.090)%
-------
Total Sub-Account Annual Expenses............... .470%
-------
-------

ADVANTUS SERIES FUND, INC. ANNUAL EXPENSES
(as a percentage of Advantus Series Fund average net
assets for the Growth Portfolio)

Growth Portfolio

Investment Management Fees.......................... .500%
Other Expenses...................................... .090%
-------
Total Growth Portfolio Annual Expenses.......... .590%
-------
-------
</TABLE>

5
<PAGE>
EXAMPLE--For contracts using the Growth Portfolio:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
If you surrender your contract at the end of the applicable
time period:
You would pay the following expenses on a $1,000
investment, assuming 5% annual return on assets....... $80 $101 $124 $190
</TABLE>

<TABLE>
<S> <C>
SEPARATE ACCOUNT ANNUAL EXPENSES--BOND SUB-ACCOUNT
(as a percentage of average daily sub-account net
assets)
Investment Management Fee Reimbursement............. (.235)%
Mortality and Expense Risk Fees..................... .795%
-------
Total Sub-Account Annual Expenses............... .560%
-------
-------
ADVANTUS SERIES FUND, INC. ANNUAL EXPENSES
(as a percentage of Advantus Series Fund average net
assets for the Bond Portfolio)
Bond Portfolio
Investment Management Fees.......................... .500%
Other Expenses...................................... .060%
-------
Total Bond Portfolio Annual Expenses............ .560%
-------
-------
</TABLE>

EXAMPLE--For contracts using the Bond Portfolio:

<TABLE>
<S> <C>
SEPARATE ACCOUNT ANNUAL EXPENSES--MONEY MARKET
SUB-ACCOUNT
(as a percentage of average daily sub-account net
assets)
Investment Management Fee Reimbursement............. (.235)%
Mortality and Expense Risk Fees..................... .795%
-------
Total Sub-Account Annual Expenses............... .560%
-------
-------

ADVANTUS SERIES FUND, INC. ANNUAL EXPENSES
(as a percentage of Advantus Series Fund average net
assets for the Money Market Portfolio)
Money Market Portfolio
Investment Management Fees.......................... .500%
Other Expenses...................................... .100%
-------
Total Money Market Portfolio Annual Expenses.... .600%
-------
-------
</TABLE>

EXAMPLE--For contracts using the Money Market Portfolio:

6
<PAGE>

<TABLE>
<S> <C>
SEPARATE ACCOUNT ANNUAL EXPENSES--ASSET ALLOCATION
SUB-ACCOUNT
(as a percentage of average daily sub-account net
assets)

Investment Management Fee Reimbursement............. (.235)%
Mortality and Expense Risk Fees..................... .795%
-------
Total Sub-Account Annual Expenses............... .560%
-------
-------

ADVANTUS SERIES FUND, INC. ANNUAL EXPENSES
(as a percentage of Advantus Series Fund average net
assets for the Asset Allocation Portfolio)

Asset Allocation Portfolio

Investment Management Fees.......................... .500%
Other Expenses...................................... .040%
-------
Total Asset Allocation Portfolio Annual
Expenses...................................... .540%
-------
-------
</TABLE>

EXAMPLE--For contracts using the Asset Allocation Portfolio:

<TABLE>
<S> <C>
SEPARATE ACCOUNT ANNUAL EXPENSES--MORTGAGE SECURITIES
SUB-ACCOUNT
(as a percentage of average daily sub-account net
assets)

Investment Management Fee Reimbursement............. (.235)%
Mortality and Expense Risk Fees..................... .795%
-------
Total Sub-Account Annual Expenses............... .560%
-------
-------

ADVANTUS SERIES FUND, INC. ANNUAL EXPENSES
(as a percentage of Advantus Series Fund average net
assets for the Mortgage Securities Portfolio)

Mortgage Securities Portfolio

Investment Management Fees.......................... .500%
Other Expenses...................................... .080%
-------
Total Mortgage Securities Portfolio Annual
Expenses...................................... .580%
-------
-------
</TABLE>

EXAMPLE--For contracts using the Mortgage Securities Portfolio:

<TABLE>
<S> <C>
SEPARATE ACCOUNT ANNUAL EXPENSES--INDEX 500 SUB-ACCOUNT
(as a percentage of average daily sub-account net
assets)

Investment Management Fee Reimbursement............. (.135)%
Mortality and Expense Risk Fees..................... .795%
-------
Total Sub-Account Annual Expenses............... .660%
-------
-------
</TABLE>

7
<PAGE>

<TABLE>
<S> <C>
ADVANTUS SERIES FUND, INC. ANNUAL EXPENSES
(as a percentage of Advantus Series Fund average net
assets for the Index 500 Portfolio)

Index 500 Portfolio

Investment Management Fees.......................... .400%
Other Expenses...................................... .050%
-------
Total Index 500 Portfolio Annual Expenses....... .450%
-------
-------
</TABLE>

EXAMPLE--For contracts using the Index 500 Portfolio:

<TABLE>
<S> <C>
SEPARATE ACCOUNT ANNUAL EXPENSES--SMALL COMPANY
SUB-ACCOUNT
(as a percentage of average daily sub-account net
assets)

Investment Management Fee Reimbursement............. (.485)%
Mortality and Expense Risk Fees..................... .795%
-------
Total Sub-Account Annual Expenses............... .310%
-------
-------

ADVANTUS SERIES FUND, INC. ANNUAL EXPENSES
(as a percentage of Advantus Series Fund average net
assets for the Small Company Portfolio)

Small Company Portfolio

Investment Management Fees.......................... .750%
Other Expenses...................................... .060%
-------
Total Small Company Portfolio Annual Expenses... .810%
-------
-------
</TABLE>

EXAMPLE--For contracts using the Small Company Portfolio:

The tables shown above are to assist a contract owner in understanding the
costs and expenses that a contract will bear directly or indirectly. For more
information on contract costs and expenses, see the Prospectus heading "Contract
Charges" and the information immediately following. The table does not reflect
deductions for any applicable premium taxes which may be made from each purchase
payment depending upon the applicable law. In addition, Variable Fund D amounts
in the Growth Portfolio are shown after the reimbursement (which is made to the
Separate Account Sub-Account for management fees). For additional information on
this reimbursement, see pages 13-14 of this Prospectus.
Prior to May 3, 1993, several of the Portfolios were known by different names.
The Growth Portfolio was the Stock Portfolio, the Asset Allocation Portfolio was
the Managed Portfolio and the Index 500 Portfolio was the Index Portfolio.

8
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Definitions............................................................... 2

Synopsis.................................................................. 3

Expense Table............................................................. 5

Condensed Financial Information........................................... 10

Financial Statements...................................................... 11

Performance Data.......................................................... 11

General Descriptions...................................................... 11

Contract Deductions
Sales Charges......................................................... 13
Premium Taxes......................................................... 13
Investment Management................................................. 14
Mortality and Expense Risks........................................... 14
Expenses.............................................................. 14

Description of the Contracts.............................................. 15

Voting Rights............................................................. 17

Annuity Period............................................................ 18

Death Benefit............................................................. 20

Crediting Accumulation Units.............................................. 21

Withdrawals and Surrender................................................. 23

Distribution.............................................................. 24

Federal Tax Status........................................................ 25

Legal Proceedings......................................................... 29

Statement of Additional Information....................................... 29
</TABLE>

9
<PAGE>
CONDENSED FINANCIAL INFORMATION

The financial statements of Minnesota Mutual Variable Fund D and The Minnesota
Mutual Life Insurance Company may be found in the Statement of Additional
Information.

The table below gives per unit information about the financial history of each
sub-account for the six years ended December 31, 1996 and the period from
October 26, 1990 to December 31, 1990. This information should be read in
conjunction with the financial statements and related notes of Minnesota Mutual
Variable Fund D included in the Statement of Additional Information.

<TABLE>
<CAPTION>
PERIOD FROM
OCTOBER 26,
YEAR ENDED DECEMBER 31, 1990 TO
------------------------------------------------------------------- DECEMBER 31,
1996 1995 1994 1993 1992 1991 1990*
--------- --------- --------- ------------ --------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Growth Sub-Account:
Unit value at beginning of
period.................... $11.877 $9.604 $9.573 $9.196 $8.803 $6.595 $6.061
Unit value at end of
period.................... $13.839 $11.877 $9.604 $9.573 $9.196 $8.803 $6.595
Number of units outstanding
at end of period.......... 4,666,243 4,918,859 5,406,377 5,785,198 5,758,220 5,842,088 6,024,553
Bond Sub-Account:
Unit value at beginning of
period.................... $1.567 $1.316 $1.386 $1.264 $1.191 $1.021 $1.000
Unit value at end of
period.................... $1.604 $1.567 $1.316 $1.386 $1.264 $1.191 $1.021
Number of units outstanding
at end of period.......... 296,978 321,612 386,750 480,411 177,794 66,385 20,037
Money Market Sub-Account:
Unit value at beginning of
period.................... $1.186 $1.131 $1.097 $1.074 $1.047 $1.000 -- **
Unit value at end of
period.................... $1.238 $1.186 $1.131 $1.097 $1.074 $1.047 --
Number of units outstanding
at end of period.......... 395,596 352,735 457,011 774,078 357,877 171,773 --
Asset Allocation Sub-Account:
Unit value at beginning of
period.................... $1.831 $1.473 $1.502 $1.419 $1.330 $1.038 $1.000
Unit value at end of
period.................... $2.048 $1.831 $1.473 $1.502 $1.419 $1.330 $1.038
Number of units outstanding
at end of period.......... 2,804,901 2,960,127 3,175,751 2,903,712 1,463,845 364,314 13,616
Mortgage Securities Sub-Account:
Unit value at beginning of
period.................... $1.473 $1.255 $1.307 $1.203 $1.137 $1.000 -- **
Unit value at end of
period.................... $1.542 $1.473 $1.255 $1.307 $1.203 $1.137 --
Number of units outstanding
at end of period.......... 175,022 136,987 160,939 286,125 265,381 5,173 --
Index 500 Sub-Account:
Unit value at beginning of
period.................... $2.148 $1.580 $1.572 $1.442 $1.352 $1.049 $1.000
Unit value at end of
period.................... $2.596 $2.148 $1.580 $1.572 $1.442 $1.352 $1.049
Number of units outstanding
at end of period.......... 923,905 951,303 886,632 684,210 332,893 174,242 5,000
Small Company Sub-Account:
Unit value at beginning of
period.................... $1.535 $1.169 $1.107 $1.000
Unit value at end of
period.................... $1.624 $1.535 $1.169 $1.107***
Number of units outstanding
at end of period.......... 114,187 124,882 72,272 14,148

<FN>

* The condensed financial information is presented for the period from October
26, 1990 to December 31, 1990. October 26, 1990 was the effective date of
the 1933 Act Registration for Minnesota Mutual Variable Fund D after its
reorganization as a unit investment trust.

** As of December 31, 1990, no contract owners had elected to allocate payments
to the Money Market and Mortgage Securities sub-accounts; accordingly,
condensed financial information is not presented for the period from October
26, 1990 to December 31, 1990.

*** The information for the sub-account is shown for the period May 3, 1993 to
December 31, 1993. May 3, 1993 was the effective date of the 1933 Act
Registration Statement for the sub-account.
</TABLE>

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FINANCIAL STATEMENTS

The complete financial statements of Minnesota Mutual Variable Fund D and The
Minnesota Mutual Life Insurance Company are included in the Statement of
Additional Information.

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PERFORMANCE DATA

From time to time the Variable Fund D may publish advertisements containing
performance data relating to its sub-accounts. In the case of the Money Market
Sub-Account, the Variable Fund D will publish yield or effective yield
quotations for a seven-day or other specified period. In the case of the other
sub-accounts, performance data will consist of average annual total return
quotations for a one-year period, five-year period, ten-year period, and for the
period since the sub-account became available pursuant to the Variable Fund D's
registration statement, and may also include cumulative total return quotations
for the period since the sub-account became available pursuant to such
registration statement. The Money Market Sub-Account may also quote such average
annual and cumulative total return figures. Performance figures used by the
Variable Fund D are based on historical information of the sub-accounts for
specified periods, and the figures are not intended to suggest that such
performance will continue in the future. Performance figures of the Variable
Fund D will reflect only charges made pursuant to the terms of contracts offered
by this prospectus. The various performance figures used in Variable Fund D
advertisements relating to the contracts described in this Prospectus are
summarized below. More detailed information on the computations is set forth in
the Statement of Additional Information.

MONEY MARKET SUB-ACCOUNT YIELD.
Yield quotations for the Money Market Sub-Account are based on the income
generated by an investment in the sub-account over a specified period, usually
seven days. The figures are "annualized," that is, the amount of income
generated by the investment during the period is assumed to be generated over a
52-week period and is shown as a percentage of the investment. Effective yield
quotations are calculated similarly, but when annualized the income earned by an
investment in the sub-account is assumed to be reinvested. Effective yield
quotations will be slightly higher than yield quotations because of the
compounding effect of this assumed reinvestment. Yield and effective yield
figures quoted by the sub-account will not reflect the deduction of any
applicable deferred sales charges.

TOTAL RETURN FIGURES.
Cumulative total return figures may also be quoted for all sub-accounts.
Cumulative total return is based on a hypothetical $1,000 investment in the
sub-account at the beginning of the advertised period, and is equal to the
percentage change between the $1,000 net asset value of that investment at the
beginning of the period and the net asset value of that investment at the end of
the period.
Prior to May 3, 1993, several of the sub-accounts were known by different
names. The Growth Sub-Account was the Stock Sub-Account, the Asset Allocation
Sub-Account was the Managed Sub-Account, and the Index 500 Sub-Account was the
Index Sub-Account.

All cumulative total return figures published for sub-accounts will be
accompanied by average annual total return figures for a one-year period,
five-year period, ten-year period, and for the period since the sub-account
became available pursuant to the Variable Fund D's registration statement. With
respect to the Growth Sub-Account, cumulative total return quotations which
include periods prior to October 1990 assume investment in the underlying fund
for the period prior to the actual availability of that investment option as a
result of the Variable Fund D reorganization. Average annual total return
figures will show for the specified period the average annual rate of return
required for an initial investment of $1,000 to equal the surrender value of
that investment at the end of the period. Such average annual total return
figures may also be accompanied by average annual total return figures for the
same or other periods.

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GENERAL DESCRIPTIONS

A. THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

The Minnesota Mutual Life Insurance Company is a mutual life insurance company
organized in 1880 under the laws of Minnesota. Its home office is at 400 Robert
Street North, St. Paul, Minnesota 55101-2098 (612 665-3500). It is licensed to
do a life insurance business in all states of the United States (except New
York, where it is an authorized reinsurer), the District of Columbia, Canada,
Puerto Rico, and Guam.

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B. MINNESOTA MUTUAL VARIABLE FUND D
On October 16, 1967, the Board of Trustees of Minnesota Mutual established a
separate account in accordance with certain provisions of Minnesota Insurance
Law. Minnesota Mutual Variable Fund D is the name by which this account is
designated. The Variable Fund D was registered as an open-end diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"). The separate account meets the definition of a
separate account under the federal securities laws.
The Minnesota law under which the Variable Fund D was established provides
that the assets of the Variable Fund D shall not be chargeable with liabilities
arising out of any other business which Minnesota Mutual may conduct, but shall
be held and applied exclusively for the benefit of the holders of those variable
annuity contracts for which the Variable Fund D was established. The investment
performance of the Variable Fund D is entirely independent of both the
investment performance of our general account and of any other separate account
which we may have established or may later establish. All obligations under the
contracts are general corporate obligations of Minnesota Mutual.

At a Special Meeting of contract owners and participants of Variable Fund D
held October 23, 1990, the contract owners and participants approved an
Agreement and Plan of Reorganization whereby Variable Fund D (which was a
management investment company investing primarily in a portfolio of equity
securities, mainly common stocks) transferred all of its assets to the Growth
Portfolio of the Advantus Series Fund, Inc. in exchange for shares of that
Portfolio. Variable Fund D was reconstituted and registered as a unit investment
trust under the 1940 Act. As part of that Reorganization it now consists of
seven sub-accounts, each investing its assets solely in the shares of one of
seven of the Series Fund Portfolios. The Series Fund has a number of Portfolios
which are not available to Variable Fund D. Registration with the Securities and
Exchange Commission (the "Commission") does not involve supervision of the
management or investment policies or practices of the Variable Fund D by the
Commission.

C. ADVANTUS SERIES FUND, INC.

The Variable Fund D currently invests exclusively in Advantus Series Fund,
Inc. (the "Series Fund"), a mutual fund of the series type. Prior to May 1,
1997, the name of the Series Fund was "MIMLIC Series Fund, Inc." On January 14,
1997, the Series Fund's Board of Directors approved an amendment of the Series
Fund's Articles of Incorporation for the purpose of changing the name of the
Series Fund to "Advantus Series Fund, Inc." effective May 1, 1997. The purpose
of the name change is to provide the Series Fund with a more distinctive name
which may provide greater visibility and name recognition, which reflects the
name of its adviser, and which may provide additional marketing opportunities
for variable contracts investing in shares of the Series Fund. The change in the
Series Fund's name will not result in any change in investment objectives,
policies or practices for the Series Fund or any of its portfolios. The Series
Fund is registered with the Securities and Exchange Commission as a diversified,
open-end management investment company, but such registration does not signify
that the Commission supervises the management, or the investment practices or
policies, of the Series Fund. The Series Fund issues its shares, continually and
without sales charge, only to our separate accounts, which currently include the
Variable Annuity Account, the Variable Life Account, Variable Fund D, the Group
Variable Annuity Account, and the Group Universal Life Account. The Series Fund
may be made available to other separate accounts as new products are developed,
and may be used as the underlying investment medium for separate accounts of the
NorthStar Life Insuarance Company, a wholly-owned subsidiary of ours domiciled
in the State of New York. Shares are sold and redeemed at net asset value. In
the case of a newly issued contract, purchases of shares of the Portfolios of
the Series Fund in connection with the first purchase payment will be based on
the values next determined after issuance of the contract by us. Redemptions of
shares of the Portfolios of the Series Fund are made at the net asset value next
determined from the day we receive a request for transfer, partial withdrawal or
surrender at our home office. In the case of outstanding contracts, purchases of
shares of the Portfolio of the Series Fund for the Variable Fund D are made at
the net asset value of such shares next determined after receipt by us of
contract purchase payments.

The Series Fund's investment adviser is Advantus Capital Management, Inc.
("Advantus Capital"). Advantus Capital is a wholly-owned subsidiary of MIMLIC
Asset Management

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<PAGE>

Company ("MIMLIC Management") which, prior to May 1, 1997, served as investment
adviser to the Series fund. MIMLIC Management is a wholly-owned subsidiary of
Minnesota Mutual. The same portfolio managers and other personnel who previously
provided investment advisory services to the Series Fund through MIMLIC
Management continue to provide the same services through Advantus Capital.
Advantus Capital acts as an investment adviser to the Series Fund pursuant to an
advisory agreement.

A prospectus for the Series Fund is attached to this Prospectus. A person
should carefully read this Variable Fund D Prospectus and that for the Series
Fund before investing in the contracts.

It is conceivable that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Series Fund simultaneously. Although Minnesota Mutual does not
currently foresee any such disadvantages either to variable life insurance
policy owners or to variable annuity contract owners, the Series Fund's Board of
Directors intends to monitor events in order to identify any material conflicts
between such policy owners and contract owners and to determine what action, if
any, should be taken in response thereto. Such action could include the sale of
Series Fund shares by one or more of the separate accounts, which could have
adverse consequences. Material conflicts could result from, for example, (1)
changes in state insurance law, (2) changes in Federal income tax laws, (3)
changes in the investment management of any of the Portfolios of the Series
Fund, or (4) differences in voting instructions between those given by policy
owners and those given by contract owners.

D. ADDITIONS, DELETIONS OR SUBSTITUTIONS
We retain the right, subject to any applicable law, to make substitutions with
respect to the investments of the sub-accounts of the Variable Fund D. If
investment in a fund should no longer be possible or if we determine it becomes
inappropriate for contracts of this class, we may substitute another fund for a
sub-account. Substitution may be with respect to existing accumulation values,
future purchase payments and future annuity payments.
We may also establish additional sub-accounts in the Variable Fund D and we
reserve the right to add, combine or remove any sub-accounts of the Variable
Fund D. Each additional sub-account will purchase shares in a new portfolio or
mutual fund. Such sub-accounts may be established when, in our sole discretion,
marketing, tax, investment or other conditions warrant such action. Similar
considerations will be used by us should there be a determination to eliminate
one or more of the sub-accounts of the Variable Fund D. The addition of any
investment option will be made available to existing contract owners on such
basis as may be determined by us.

We also reserve the right, when permitted by law, to de-register the Variable
Fund D under the Investment Company Act of 1940, to restrict or eliminate any
voting rights of the contract owners, and to combine the Variable Fund D with
one or more of our other separate accounts.

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CONTRACT DEDUCTIONS

SALES CHARGES
MIMLIC Sales acts as principal underwriter and performs all sales functions
relative to the contracts, for which a certain amount is deducted from purchase
payments received under the contracts.
Minnesota Mutual performs all administrative functions relative to the
contracts. Minnesota Mutual bears all expenses associated with the sale and
administration of the contracts, such as sales commissions, fees and expenses of
the Committee, salaries, rent, postage, telephone, travel, office equipment and
stationery, and legal, actuarial and auditing fees.
The sales charge is equal to 7% of purchase payments (7.53% of the amount
invested) on all contracts. For the treatment of certain Group Accumulation
Annuity Contracts, see the section on divisible surplus on pages 16-17.
To the extent that sales charges are insufficient to recover sales expenses,
Minnesota Mutual will pay sales expenses from its other assets or surplus. These
assets may include proceeds from the mortality and expense risk charge described
below.

PREMIUM TAXES
Deductions for any applicable premium taxes may be made from each purchase
payment (currently such premium taxes range from 0% to 3.5%) depending upon the
applicable law.

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INVESTMENT MANAGEMENT

Under contracts funded by Variable Fund D, all costs of operating Variable Fund
D as an investment management company originally were covered by an investment
management fee of .265% of contract or account values on an annual basis. As
Variable Fund D is now a unit investment trust rather than a managed investment
company, that investment management fee no longer will be paid. However,
contract values that are allocated to sub-accounts of Variable Fund D will be
invested in Series Fund Portfolios that do pay investment advisory fees (at a
rate of .40% on an annual basis for the Index 500 Portfolio, .75% for the Small
Company Portfolio and .50% for each of the five other available Portfolios) and
do incur other operating expenses. Those other operating expenses have been
voluntarily subsidized by Minnesota Mutual to the extent that the expenses
exceed .15% on an annual basis for any Portfolio. While Minnesota Mutual has no
present intention to alter that practice, it is under no obligation to continue
it.

To ensure that Contract Owners and Participants continue to get at least what
they originally expected under their contracts, Minnesota Mutual has agreed
that, each valuation period, in calculating the net investment factor for the
Growth sub-account of Variable Fund D, it will make adjustments that have the
effect of reimbursing the excess of any expenses indirectly incurred as a result
of the investment advisory fee paid and the operating expenses incurred by the
Growth Portfolio of the Series Fund over the former .265% investment management
fee. Accordingly, to the extent that the contract or account values continue to
be allocated to the sub-account that, in effect, continues the Variable Fund D
investment objective when it was operating as a management investment company,
there will be no change in the level of charges for the provision of investment
management services. In calculating the net investment factor for the other
sub-accounts of Variable Fund D, Minnesota Mutual will make adjustments that, in
effect, reimburse the excess of the investment advisory fees incurred through
indirect investment in the Series Fund Portfolios and the former .265%
investment management fee; however, any other Series Fund Portfolio operating
expenses would not be subject to the reimbursement. Accordingly, to the extent
that a Contract Owner or Participant chose to take advantage of the Variable
Fund D sub-accounts other than the Growth Sub-Account, he or she could incur
additional expenses.

MORTALITY AND EXPENSE RISKS
Minnesota Mutual assumes the mortality risk under the contract by its obligation
to continue to make monthly annuity payments, determined in accordance with the
annuity rate tables and other provisions contained in the contracts to each
annuitant regardless of how long he or she lives and regardless of how long all
annuitants as a group live. Thus, neither an annuitant's own longevity nor an
improvement in life expectancy generally will have an adverse effect on the
monthly annuity payments an annuitant will receive under the contract.
Minnesota Mutual assumes an expense risk by assuming the risk that deductions
provided for in the contracts for expenses may be insufficient to cover the
actual expenses incurred.
For assuming these risks, Minnesota Mutual currently makes a deduction from
the Variable Fund D at the rate of .1325% per annum for the mortality risk and
.6625% per annum for the expense risk. These deductions may be increased or
decreased by resolution of the Board of Trustees of Minnesota Mutual, but not
more often than annually, and in no event will the combined deductions exceed
the amount of the present deduction of .795% per annum. If the sum of such
deductions is insufficient to cover the risks assumed, the loss will fall on
Minnesota Mutual. Conversely, if the deductions provide more than sufficient,
any excess will be credited to the surplus of Minnesota Mutual.

EXPENSES
The Variable Fund D has no expenses which are not covered by the deductions
listed above. Minnesota Mutual performs all the administrative functions
relative to the contracts and it also bears all expenses associated with the
administration of the contracts. These include such items as salaries, rent,
postage, telephone, travel, office equipment and stationery, and legal,
actuarial and auditing fees.

OTHER EXPENSES

The underlying portfolios also bear certain expenses. See the Advantus Series
Fund prospectus for more information.

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DESCRIPTION OF THE CONTRACTS

DESCRIPTION
The following material is intended to provide a general description of contract
terms. In the event that there are questions concerning the contracts which are
not discussed or should you desire additional information, then inquiries may be
addressed to us at: Minnesota Mutual Life Center, 400 Robert Street North, St.
Paul, Minnesota 55101-2098.

1. TYPES OF CONTRACTS
Minnesota Mutual continuously offers three types of variable annuity contracts
pursuant to this Prospectus:

(a) Individual Accumulation Annuity. This type of contract may be used in
connection with all types of qualified plans, state deferred
compensation plans or with individual retirement annuities adopted by or
on behalf of individuals pursuant to Section 408 of the Code. The
contract provides for a variable annuity or a fixed dollar annuity to
begin at some future date, the purchase payments for the contract to be
paid prior to the annuity commencement date in a series of payments
flexible in respect to the date and amount of payment. The amount of the
first monthly annuity payment at retirement is determined by the value
of the contract at that time.

(b) Group Accumulation Annuity. This type of contract may be used in
connection with any type of qualified plan and with state deferred
compensation plans. Purchase payments on behalf of each participant are
determined by a formula specified in the plan. Individual accounts are
maintained for each participant. The contract provides for a variable
annuity or a fixed dollar annuity to begin at a participant's annuity
commencement date. The amount of the first monthly annuity payment at
retirement is determined by the value of a participant's account at that
time.

Under some circumstances group contract owners may limit purchase
payments, allocations and transfers only to a limited number of sub-
accounts. In those cases, not all of the sub-accounts offered under the
contracts will be available to participants in those groups.

(c) Group Deposit Administration. This type of contract is used in
connection with noncontributory pension plans qualified under Section
401(a) or 403(a) of the Code, and is designed to provide maximum
flexibility to the contract owner in funding the benefits promised by
the plan. No allocation of purchase payments is made for individual
participants, and individual accounts are not maintained. The amount of
a participant's first monthly annuity payment is determined by the terms
of the plan. Annuity payments to a participant may be provided on either
a fixed dollar or a variable annuity basis. The contract owner has wide
latitude in determining the appropriate level of purchase payments,
including assumptions with respect to discounts for mortality, turnover,
and an assumed rate of investment return.

2. ISSUANCE OF CONTRACTS
The contracts are issued to the contract owner named in the application. The
owner may be the annuitant or someone else; however, once the owner has been
named in the application the ownership of the contract may not be changed.

3. RIGHT OF REVOCATION

The purchaser of an Individual Accumulation Annuity Contract may revoke the
contract within ten days after its delivery, for any reason, on notice to
Minnesota Mutual at 400 Robert Street North, St. Paul, Minnesota, of his or her
intention to revoke. If the contract is revoked and returned, Minnesota Mutual
will refund to the purchaser the greater of the total amount of purchase
payments or the surrender value of the contract, adjusted in the latter case for
deductions and sales charges as described in this Prospectus under "Withdrawals
and Surrender" on pages 23-24.

In some states, such as California, the free look period may be extended. In
California, the free look period is extended to thirty days' time for contracts
issued or delivered to owners that are 60 years of age or older at the time of
delivery. These rights are subject to change and may vary among the states.

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4. ANNUITY PAYMENTS
Variable annuity payments are determined on the basis of (a) the mortality table
specified in the contract, which reflects the age of the annuitant, (b) the type
of annuity payment option selected, and (c) the investment performance of the
Variable Fund D. The amount of the variable annuity payments will not be
affected by adverse mortality experience or by an increase in Minnesota Mutual's
expenses in excess of the expense deductions provided for in the contract. The
annuitant will receive the value of a fixed number of annuity units each month.
The value of such units and thus the amounts of the monthly annuity payments
will, however, reflect investment gains and losses and investment income of the
Variable Fund D, and thus the annuity payments will vary with the investment
experience of the assets of the Variable Fund D.

5. MODIFICATION OF THE CONTRACT
The contract may be modified at any time by written agreement between Minnesota
Mutual and the contract owner. However, no such modification will adversely
effect the rights of a participant under the contract unless the modification is
made to comply with a law or government regulation.

6. ASSIGNMENT
The contract may not be assigned, sold, transferred, discounted or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose, and to the maximum extent permitted by law, benefits payable
under the contract shall be exempt from the claims of creditors.

7. LIMITATIONS ON PURCHASE PAYMENTS
The minimum purchase payment for the first contract year under a Group Deposit
Administration Contract is $3,000.
The minimum periodic purchase payment which may be allocated to the Variable
Fund D on behalf of each participant under an Individual Accumulation Annuity
Contract and under a Group Accumulation Annuity Contract is $10. If purchase
payments under such contracts are allocated in part to the Variable Fund D and
in part to Minnesota Mutual's general assets, the minimum which may be allocated
on behalf of a participant on either basis is $10. Currently, Minnesota Mutual
is waiving the enforcement of this provision.
Under the terms of the contracts, Minnesota Mutual may limit the amount of
purchase payments which will be accepted on behalf of a participant for any
contract year to the greater of (a) the purchase payments made under the
contract on behalf of such participant for the immediately preceding contract
year, or (b) the average purchase payments made under the contract on behalf of
such participant for all prior contract years.
There may be limits on the maximum contributions to retirement plans that
qualify for special tax treatment.

8. DISCONTINUANCE OF PURCHASE PAYMENTS
Purchase payments for a contract may be discontinued under either of the
following circumstances:

(a) The contract owner may discontinue purchase payments as of a date
specified in a written notice to Minnesota Mutual, provided that such
date may not be earlier than the date Minnesota Mutual receives such
notice.

(b) Minnesota Mutual may discontinue acceptance of purchase payments by
giving written notice to the contract owner if the contract is no longer
part of a plan qualified under Section 401(a), 403(a), 403(b), 408, 457
or other provisions of the Code allowing similar tax treatment.
Upon discontinuance of purchase payments, the contract will continue in force
in a paid-up status. Purchase payments may subsequently be resumed under an
Individual Accumulation Annuity Contract at any date prior to the annuity
commencement date unless the contract value has previously been disbursed by
Minnesota Mutual. Under a group contract, purchase payments may be resumed only
with the written consent of Minnesota Mutual. Discontinuance of purchase
payments will have no effect on participants who are receiving annuity payments.

9. CONTRACT SETTLEMENT
Whenever any payment under a contract is to be made in a single sum, payment
will be made within seven days after the date such payment is called for by the
terms of the contract, except as payment may be subject for postponement for:

(a) any period during which the New York Stock Exchange is closed other than
customary weekend and holiday closings, or during which trading on the
New York Stock Exchange is restricted, as determined by the

16
<PAGE>

Securities and Exchange Commission;

(b) any period during which an emergency exists as determined by the
Commission as a result of which it is not reasonably practical to
dispose of securities in the Variable Fund D or to fairly determine the
value of the assets of the Variable Fund D; or

10. PARTICIPATION IN DIVISIBLE SURPLUS
The contracts participate in the divisible surplus of Minnesota Mutual,
according to the annual determination of its Board of Trustees as to the
portion, if any, of the divisible surplus of Minnesota Mutual which has accrued
on the contracts.
No assurance can be given as to the amount of divisible surplus, if any, that
will be distributable under these contracts in the future. Such amount may arise
if mortality and expense experience is more favorable than assumed. No
distributions of divisible surplus have been declared on these contracts except
as to certain Group Accumulation Annuity Contracts, sold under circumstances
which reduce sales expenses to Minnesota Mutual. In such contracts, the dividend
is credited to purchase payments in anticipation of reduced expenses. When this
application of the dividend is made it has the effect of reducing the sales
charge and results in the crediting of additional accumulation units. No
distributions of divisible surplus arising from mortality experience have been
declared, but such surplus could arise in the future under certain Group
Accumulation Annuity Contracts where mortality experience is more favorable than
assumed. When a distribution of divisible surplus from this source is made, it
may take the form of additional payments to retired participants.

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VOTING RIGHTS

The Series Fund shares held in the Variable Fund D will be voted by us at the
regular and special meetings of the Series Fund. Shares will be voted by us in
accordance with instructions received from contract owners with voting interests
in each sub-account of the Variable Fund D. In the event no instructions are
received from a contract owner, we will vote such shares of the Series Fund in
the same proportion as shares of the Series Fund for which instructions have
been received from contract owners with voting interests in each sub-account of
the Variable Fund D. In the event no instructions are received from a contract
owner, with respect to shares of a Portfolio held by a sub-account, Minnesota
Mutual will vote such shares of the Portfolio and shares not attributable to
contracts in the same proportion as shares of the Portfolio held by such
sub-account for which instructions have been received. The number of votes which
are available to a contract owner will be calculated separately for each
sub-account of the Variable Fund D. If, however, the Investment Company Act of
1940 or any regulation under that Act should change so that we may be allowed to
vote shares in our own right, then we may elect to do so.
During the accumulation period of each contract, the contract owner holds the
voting interest in each contract. The number of votes will be determined by
dividing the accumulation value of the contract attributable to each sub-account
by the net asset value per share of the underlying Series Fund shares held by
that sub-account.
During the annuity period of each contract, the annuitant holds the voting
interest in each contract. The number of votes will be determined by dividing
the reserve for each contract allocated to each sub-account by the net asset
value per share of the underlying Series Fund shares held by that sub-account.
After an annuity begins, the votes attributable to any particular contract will
decrease as the reserves decrease. In determining any voting interest,
fractional shares will be recognized.
We shall notify each contract owner or annuitant of a Series Fund
shareholders' meeting if the shares held for the contract owner's contract may
be voted at such meeting. We will also send proxy materials and a form of
instruction so that you can instruct us with respect to voting.

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ANNUITY PERIOD

1. ELECTING THE RETIREMENT DATE AND FORM OF ANNUITY
The contracts provide for four optional annuity forms, any one of which may be
elected if permitted by law. Each annuity option may be elected on either a
variable annuity or a fixed dollar annuity basis, or a combination thereof.
Other annuity options may be available on request to Minnesota Mutual.
While the contracts require that notice of election to begin variable annuity
payments must be received by Minnesota Mutual at least thirty days prior to the
annuity commencement date, Minnesota Mutual is currently waiving that
requirement for such annuity elections received at least two valuation days
prior to the fifteenth of the month. Minnesota Mutual reserves the right to
enforce the thirty day notice requirement at its option at anytime in the
future.
Annuity payments are always made as of the first day of a month. The contracts
require that notice of election to begin annuity payments must be received by us
at least thirty days prior to the annuity commencement date. However, Minnesota
Mutual currently waives this requirement, and at the same time reserves the
right to enforce the thirty day notice at its option in the future.
Money will be transferred to the General Account for the purpose of electing
fixed annuity payments, or to the appropriate variable sub-accounts for variable
annuity payments, on the valuation date coincident with the first valuation date
following the fourteenth day of the month preceding the date on which the
annuity is to begin.
If a request for a fixed annuity is received between the first valuation date
following the fourteenth day of the month and the second to last valuation date
of the month prior to commencement, the transfer will occur on the valuation
date coincident with or next following the date on which the request is
received. If a fixed annuity request is received after the third to the last
valuation day of the month prior to commencement, it will be treated as a
request received the following month, and the commencement date will be changed
to the first of the month following the requested commencement date. The account
value used to determine fixed annuity payments will be the value as of the last
valuation date of the month preceding the date the fixed annuity is to begin.
If a variable annuity request is received after the third valuation date
preceding the first valuation date following the fourteenth day of the month
prior to the commencement date, it will be treated as a request received the
following month, and the commencement date will be changed to the first of the
month following the requested commencement date. The account value used to
determine the initial variable annuity payment will be the value as of the first
valuation date following the fourteenth day of the month prior to the variable
annuity begin date.
If an election has not been made otherwise, and the plan does not specify to
the contrary, the annuitant's retirement date shall be the first day of the
calendar month next following his or her 65th birthday, the annuity option shall
be Option 2A, a life annuity with a period certain of 120 months. In this event,
a fixed annuity will be provided by any general account accumulation value and a
variable annuity will be provided by any Variable Fund D accumulation value. The
minimum first monthly annuity payment on either a variable or fixed dollar basis
is $20. If such first monthly payment would be less than $20, Minnesota Mutual
may fulfill its obligation by paying in a single sum the value of the contract
which would otherwise have been applied to provide annuity payments.
The contracts permit annuity payments to begin on the first day of any month
after the 50th birthday and before the 75th birthday of the annuitant.
Once annuity payments have commenced, the annuitant cannot surrender his or
her annuity benefit and receive a single sum settlement in lieu thereof.
Benefits under retirement plans that qualify for special tax treatment
generally must commence no later than the April 1 following the year in which
the participant reaches age 70 1/2 and are subject to other conditions and
restrictions.
The mortality and expense risks charge continues to be deducted throughout the
annuity period under each of the available annuity options, including Option 4,
under which there is no mortality risk to Minnesota Mutual.

2. OPTIONAL ANNUITY FORMS

OPTION 1--LIFE ANNUITY
This is an annuity payable monthly during the lifetime of the annuitant and
terminating with the last monthly payment preceding the death of the annuitant.
This option offers the maximum

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amount of monthly payments since there is no guarantee of a minimum number of
payments or provision for a death benefit for beneficiaries. It would be
possible under this option for the annuitant to receive only one annuity payment
if he or she died prior to the due date of the second annuity payment, two if he
or she died before the due date of the third annuity payment, etc.

OPTION 2--LIFE ANNUITY WITH A PERIOD CERTAIN OF 120 MONTHS (OPTION 2A), 180
MONTHS (OPTION 2B), OR 240 MONTHS (OPTION 2C)
This is an annuity payable monthly during the lifetime of the annuitant, with
the guarantee that if the annuitant dies before payments have been made for the
period certain elected, payments will continue to the beneficiary during the
remainder of the period certain; or if the beneficiary so elects at any time
during the remainder of the period certain, the present value of the remaining
guaranteed number of payments, based on the then current dollar amount of one
such payment shall be paid in a single sum to the beneficiary.

OPTION 3--JOINT AND LAST SURVIVOR ANNUITY
This is an annuity payable monthly during the joint lifetime of the annuitant
and a designated joint annuitant and continuing thereafter during the remaining
lifetime of the survivor. Under this option there is no guarantee of a minimum
number of payments or provision for a death benefit for beneficiaries.

OPTION 4--PERIOD CERTAIN ANNUITY
This is an annuity payable monthly for a Period Certain of from 3 to 15 years,
as elected. If the annuitant dies before payments have been made for the Period
Certain elected, payments will continue to the beneficiary during the remainder
of such Period Certain. At any time during the payment period, the payee may
elect that (1) the present value of the remaining guaranteed number of payments,
based on the then current dollar amount of one such payment and using the same
interest rate which served as a basis for the annuity, shall be paid in a single
sum, or (2) such commuted amount shall be applied to effect a life annuity under
Option 1 or Option 2.

3. VALUE OF THE ANNUITY UNIT
The value of an annuity unit is determined monthly as of the first day of each
month. The value of the annuity unit on the first day of each month is
determined by multiplying the value on the first day of the preceding month by
the product of (a) .997137, and (b) the ratio of the value of the accumulation
unit for the valuation date next following the fourteenth day of the preceding
month to the value of the accumulation unit for the valuation date next
following the fourteenth day of the second preceding month. (.997137 is a factor
to neutralize the assumed net investment rate, discussed in Section 4 below, of
3.5% per annum built into the annuity rate tables contained in the contract and
which is not applicable because the actual net investment rate is credited
instead.) The value of an annuity unit as of any date other than the first day
of a month is equal to its value as of the first day of the next succeeding
month.

4. DETERMINATION OF AMOUNT OF FIRST MONTHLY ANNUITY PAYMENT
Under the Group Deposit Administration Contract, the amount of the first monthly
annuity payment is determined as provided in the plan. Under the other types of
contracts described in this Prospectus, the first monthly annuity payment is
determined by the value at retirement of the participant's individual account.
In addition, a number of states do, however, impose a premium tax on the amount
used to purchase annuity benefits, depending on the type of plan involved. These
taxes, where applicable, currently range from 0% to 3.5% and are deducted from
the contract value applied to provide annuity payments, though Minnesota Mutual
reserves the right to make such deductions from purchase payments as they are
received.
When annuity payments commence, the value of the contract is determined as the
product of (a) the number of accumulation units credited to the individual
account as of the date annuity payments commence, and (b) the value of an
accumulation unit for the valuation date next following the fourteenth day of
the month prior to the month in which annuity payments commence.
The contracts contain tables indicating either (a) the dollar amount of the
first monthly payment under each optional annuity form for each $1,000 of value
applied, or (b) the dollar amount of value required to provide a first monthly
payment of $1.00 under each optional annuity form. The amount of the first
monthly payment depends on the optional annuity form elected and the adjusted
age of the annuitant.
A formula for determining the adjusted age is contained in the contract. The
tables are

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determined from the Progressive Annuity Table with interest at the rate of 3.5%
per annum, assuming births in the year 1900. The total first monthly annuity
payment is determined by multiplying the number of thousands of dollars of value
applied (less any applicable premium taxes not previously deducted) by the
amount of the first monthly payment per $1,000 of value from the tables in the
contract. The 3.5% interest rate assumed in the annuity tables would produce
level annuity payments if the net investment rate remained constant at 3.5% per
year. Subsequent payments will be less than, equal to, or greater than the first
payment depending upon whether the actual net investment rate is less than,
equal to, or greater than 3.5%. A higher interest rate would mean a higher
initial payment, but a more slowly rising (or more rapidly falling) series of
subsequent payments. A lower assumption would have the opposite effect.

5. AMOUNT OF SECOND AND SUBSEQUENT MONTHLY ANNUITY PAYMENTS
The amount of the first monthly annuity payment, determined as described above,
is divided by the then current annuity unit value on the date of the first
payment to determine the number of annuity units represented by the first
payment. This number of annuity units remains constant during the period of
annuity payments, and in each subsequent month, the dollar amount of the annuity
payment is determined by multiplying this constant number of annuity units by
the then current value of an annuity unit.
The Statement of Additional Information contains an illustration of the
calculation of annuity unit values and of a variable annuity payment showing the
method used for the calculation of both the initial and subsequent payments.

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DEATH BENEFIT

Death proceeds, if any, payable under Group Deposit Administration Contracts
shall be in such amount as is determined by the provisions of the applicable
qualified trust or plan. The Individual Accumulation Annuity and Group
Accumulation Annuity Contracts provide that in the event of the death of the
participant prior to the commencement of annuity payments, death proceeds
payable will be the value of the participant's individual account determined as
of the valuation date coincident with or next following the date due proof of
death is received by Minnesota Mutual. Death proceeds will be paid in a single
sum to the beneficiary designated by the contract owner, unless an annuity
option is elected by the beneficiary. Payment will be made within seven days
after we receive due proof of death and return of the contract. Except as noted
below, the entire interest in the contract must be distributed within five years
of the owner's death. If the annuitant dies after annuity payments have begun,
Minnesota Mutual will pay to the beneficiary any death benefit provided by the
annuity option selected. The person selected by the owner as the beneficiary of
any remaining interest after the death of the annuitant under the annuity option
may be a person different from that person designated as the contract
beneficiary prior to the annuity commencement date.
Certain group accumulation annuity contracts have been endorsed to provide a
death benefit which is different from that described above. For those contracts,
the death benefit payable to the beneficiary on the death of a participant prior
to the annuity commencement date shall be determined separately for the
participant's general account and separate account accumulation values. For
general account accumulation values, the death benefit shall be the general
account accumulation value. For separate account accumulation values, the death
benefit shall be equal to the greater of: (1) the amount of the participant's
separate account accumulation value payable at death; or (2) the sum of all
purchase payments applied to the separate account by or on behalf of a
participant, plus transfers to the separate account, less all participant
withdrawals and transfers from that value. As a matter of company practice, we
use this method except that total purchase payments will include all
contributions, even those made after 12 months to determine the death benefit
for all contracts offered by this Prospectus.
The beneficiary will be the person or persons named in the contract
application unless the owner subsequently changes the beneficiary. In that
event, we will pay the amount payable at death to the beneficiary named in your
last change of beneficiary request. The owner's written request to change the
beneficiary will not be effective until it is recorded in Minnesota Mutual's
home office records. After it has been recorded, it will take effect as of the
date the owner signed the request. However, if the

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annuitant or the owner dies before the request has been recorded, the request
will not be effective as to those death proceeds we have paid before the request
was recorded in our home office records.

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CREDITING ACCUMULATION UNITS

During the accumulation period--the period before the commencement of annuity
payments--the purchase payment (on receipt of a completed application or
subsequently) is credited on the valuation date coincident with or next
following the date such purchase payment is received. If the initial purchase
payment is accompanied by an incomplete application, the purchase payment will
not be credited until the valuation date coincident with or next following the
date a completed application is received. Minnesota Mutual will offer to return
the initial purchase payment accompanying an incomplete application if it
appears that the application cannot be completed within five business days.
Purchase payments will be credited to the contract in the form of accumulation
units. The number of accumulation units credited with respect to each purchase
payment is determined by dividing the portion of the purchase payment allocated
to each sub-account by the then current accumulation unit value for that sub-
account. The total of these separate account accumulation values in the
sub-accounts will be the separate account accumulation value. Interests in the
sub-accounts will be valued separately.
The number of accumulation units so determined shall not be changed by any
subsequent change in the value of an accumulation unit, but the value of an
accumulation unit will vary from valuation date to valuation date to reflect the
investment experience of the Portfolios of the Series Fund.
Minnesota Mutual will determine the value of accumulation units on each day on
which the Portfolios of the Series Fund are valued. The net asset value of the
Series Fund's shares shall be computed once daily, and, in the case of Money
Market Portfolio, after the declaration of the daily dividend, as of the primary
closing time for business on the New York Stock Exchange (as of the date hereof
the primary close of trading is 3:00 p.m. (Central Time), but this time may be
changed) on each day, Monday through Friday, except (i) days on which changes in
the value of such Series Fund's portfolio securities will not materially affect
the current net asset value of such Series Fund's shares, (ii) days during which
no such Series Fund's shares are tendered for redemption and no order to
purchase or sell such Series Fund's shares is received by such Series Fund and
(iii) customary national business holidays on which the New York Stock Exchange
is closed for trading (as of the date hereof, New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day).
Accordingly, the value of accumulation units will be determined daily, and
such determinations will be applicable to all purchase payments received by
Minnesota Mutual at its home office on that day prior to the close of business
of the Exchange. The value of accumulation units applicable to purchase payments
received subsequent to the close of business of the Exchange on that day will be
the value determined as of the close of business on the next day the Exchange is
open for trading.
In determining the value of the Series Fund on a valuation date, each security
traded on a national securities exchange is valued at the last reported sale
price on that date, as of the close of trading on the New York Stock Exchange.
If there has been no sale on such day, then the security is valued at the last
reported bid price on that day. Any security not traded on a securities
exchange, but traded in the over-the-counter market, is valued at the last
quoted bid price. Any securities or other assets for which market quotations are
not readily available are valued at fair market value as determined in good
faith by the Series Fund Board of Directors.
In addition to providing for the allocation of purchase payments to the
sub-accounts of the Variable Fund D, the contracts also provide for allocation
of purchase payments to Minnesota Mutual's General Account for accumulation at a
guaranteed interest rate. Purchase payments received without allocation
instructions will be allocated to the General Account.

TRANSFER OF VALUES
Upon your written request, values under the contract may be transferred between
the General Account and the Variable Fund D or among the sub-accounts of the
Variable Fund D. We will make the transfer on the basis of accumulation unit
values on the valuation date coincident with or next following the day we
receive the request at our home office. No

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deferred sales charge will be imposed on such transfers. While the contracts
currently provide that transfer amounts must be of an amount not less than $250
we are waiving this restriction and allowing transfers of any amount.
The contracts permit us to limit the frequency and amount of transfers from
the General Account to the Variable Fund D sub-accounts. Currently, except as
provided below, we limit such transfers to a single such transfer during any
calendar year and to any amount which is no more than 20% of the General Account
accumulation value at the time of the transfer. No transfers will be allowed
after annuity payments have begun.
There is a situation which is an exception to the above restriction. This is
where the contract owner has established a systematic transfer arrangement with
us. The contract owner may transfer General Account current interest earnings or
a specified amount from the General Account on a monthly, quarterly, semi-annual
or annual basis. For transfers of a specified amount from the General Account
the maximum initial amount that may be transferred may not exceed 10% of the
current General Account accumulation value at the time of the first transfer.
For contracts where the General Account accumulation value is increased during
the year because of transfers into the General Account or additional purchase
payments, made after the program is established, systematic transfers are
allowed to the extent of the greater of the current transfer amount or 10% of
the then current General Account accumulation value. Even with respect to
systematic transfer plans, we reserve the right to alter the terms of such
programs once established where funds are being transferred out of the General
Account. Our alteration of existing systematic transfer programs will be
effective only upon our written notice to contract owners of changes affecting
their election.
Transfer arrangements may be established to begin on the 10th or 20th of any
month and if a transfer cannot be completed it will be made on the next
available transfer date. In the absence of specific instructions, transfers will
be made on a monthly basis and will remain active until the appropriate General
Account accumulation value or sub-account is depleted.
Also, you or persons authorized by you may effect transfers, or a change in
the allocation of future premiums, by means of a telephone call. Transfers and
requests made pursuant to such a call are subject to the same conditions and
procedures as are outlined above for written transfer requests. During periods
of marked economic or market changes, contract owners may experience difficulty
in implementing a telephone transfer due to a heavy volume of telephone calls.
In such a circumstance, contract owners should consider submitting a written
transfer request while continuing to attempt a telephone transfer. We reserve
the right to restrict the frequency of--or otherwise modify, condition,
terminate or impose charges upon--telephone transfer privileges. For more
information on telephone transfers, contact Minnesota Mutual.
While for some contract owners we have used a form to pre-authorize telephone
transactions, we now make this service automatically available to all contract
owners. We will employ reasonable procedures to satisfy ourselves that
instructions received from contract owners are genuine and, to the extent that
we do not, we may be liable for any losses due to unauthorized or fraudulent
instructions. We require contract owners to identify themselves in those
telephone conversations through contract numbers, social security numbers and
such other information as we may deem to be reasonable. We record telephone
transfer instruction conversations and we provide the contract owners with a
written confirmation of the telephone transfer.
The interests of contract owners arising from the allocation of purchase
payments or the transfer of contract values to the general assets of Minnesota
Mutual are not registered under the Securities Act of 1933, and Minnesota Mutual
is not registered as an investment company under the Investment Company Act of
1940. Accordingly, such interests and Minnesota Mutual are not subject to the
provisions of those acts that would apply if registration under such acts were
required.

VALUE OF THE CONTRACT
The value of the contract at any time prior to the commencement of annuity
payments can be determined by multiplying the total number of accumulation units
credited to the contract by the current value of an accumulation unit. There is
no assurance that such value will equal or exceed the purchase payments made.
The contract owner and, where applicable, each participant will be advised
periodically of the number of accumulation units credited to the contract or to
the participant's individual account, the current value of an accumulation unit,
and the total value of the contract or the individual account.

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ACCUMULATION UNIT VALUE
The value of an accumulation unit was set at $1.000000 on the first valuation
date of the Variable Fund D. The value of an accumulation unit on any subsequent
valuation date is determined by multiplying the value of an accumulation unit on
the immediately preceding valuation date by the net investment factor (described
below) for the valuation period just ended. The value of an accumulation unit as
of any date other than a valuation date is equal to its value on the next
succeeding valuation date.

NET INVESTMENT FACTOR
The separate account net investment factor describes the investment performance
of a sub-account of Variable Fund D. It is for the period from one valuation
period to the next. For any such sub-account, the net investment factor for a
valuation period is the gross investment rate for such sub-account for the
valuation period less a deduction for the mortality and expense risk charge at
the rate of .795%. The net investment factor for each sub-account other than the
sub-account holding shares of the Growth Portfolio of the Series Fund, shall be
increased by Minnesota Mutual. It will be increased to the extent that on an
annual basis the investment advisory fee accrued by the Portfolio in which the
sub-account invests, as a percentage of the value of the average net assets of
such Portfolio, exceeds .265% per annum. The net investment factor for the sub-
account holding shares of the Growth Portfolio of the Series Fund shall also be
adjusted by Minnesota Mutual. It will be adjusted so that on an annual basis the
expenses, including the investment advisory fee, of that Portfolio, as a
percentage of the average net assets of such Portfolio, exceed .265% per annum.
For purposes of this computation, "expenses" shall be determined on the basis of
generally accepted accounting principles applicable to registered investment
companies. However, they shall exclude any expenses of the Growth Portfolio
which are reimbursed by Minnesota Mutual or any other person, any interest
expense or amortization of debt discount or any income tax expense.
The gross investment rate is equal to: (1) the net asset value per share of a
fund share held in a sub-account of the separate account determined at the end
of the current valuation period; plus (2) the per share amount of any dividend
or capital gain distribution by such fund if the "ex-dividend" date occurs
during the current valuation period; divided by (3) the net asset value per
share of that fund share determined at the end of the preceding valuation
period. The gross investment rate may be positive or negative.

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WITHDRAWALS AND SURRENDER

Under certain circumstances a contract owner may have the right to surrender his
or her contract in whole or in part, subject to possible adverse tax
consequences. (See discussion under heading "Federal Tax Status" on pages
24-28.)
The Individual Accumulation Annuity Contract provides that at any time prior
to the death of the participant and prior to the commencement of annuity
payments, the contract owner may elect to surrender the contract and receive in
a single sum the value of the participant's individual account computed as of
the valuation date coincident with or next following the date of surrender. The
contract also provides for partial withdrawal of the value of the participant's
individual account, in amounts of at least $250. All such payments are subject
to any limitations contained in an applicable qualified trust or plan or in a
state deferred compensation plan.
The Group Accumulation Annuity Contract provides that upon termination of
purchase payments for an individual participant prior to the commencement of
annuity payments, the participant shall have a vested interest in his or her
individual account to the extent specified in the plan. If purchase payments are
discontinued for all participants under the contract, each participant shall
have a vested interest in his or her individual account as specified in the
plan. The contract provides that the vested portion of the participant's
individual account may be surrendered, in which event Minnesota Mutual will pay
to the participant in a single sum the value of such vested portion, computed as
of the valuation date coincident with or next following the date of surrender.
The contract also provides for partial withdrawal of the value of the vested
portion of a participant's individual account, in amounts of at least $250.
However, the provisions of the applicable qualified trust, plan or state
deferred compensation plan may limit the right of the participant to elect such
payments.

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The Group Deposit Administration Contract does not provide for individual
allocation of purchase payments or maintenance of individual accounts for
participants. The dollar amount of any payment made on behalf of a participant
by reason of his or her individual termination of employment or termination of
participation in the plan shall be determined by the provisions of the
applicable qualified trust or plan, and is not dependent upon the provisions of
the contract. If discontinuance of purchase payments for all participants under
such a contract occurs, and the accumulated value of the contract is not
transferred to another funding vehicle, the participants in the plan as of the
date of discontinuance shall receive a 100% vested interest in all benefits
earned under the terms of the plan to the extent provided by the accumulated
value of the contract. Such accumulated value may be transferred to another
funding vehicle if, prior to the date of discontinuance of purchase payments,
the contract owner gives written notice to Minnesota Mutual certifying that the
plan is to be continued as a qualified plan and requesting such transfer to be
made. The transfer date shall be the first valuation date to occur following the
effective date of discontinuance of purchase payments. Payment of the
accumulated value of the contract which is a part of the Variable Fund D will be
made in a single sum as of the transfer date.
We will waive the applicable dollar amount limitation on withdrawals where a
systematic withdrawal program is in place and such a smaller amount satisfies
the minimum distribution requirements of the Code.
Under any contract, once annuity payments have commenced for a participant
under Options 1, 2 or 3 of the optional annuity forms, the participant cannot
surrender his or her annuity benefit and receive a single sum settlement in lieu
thereof. For a discussion of commutation rights of payees and beneficiaries
subsequent to the annuity commencement date, see heading "Optional Annuity
Forms" on page 18.

Contract owners may also submit their signed written withdrawal or surrender
requests to us by facsimile (FAX) transmission. Our FAX number is (612)
665-7942, ATTN: U of M Plan Services. Transfer instructions or changes as to
future allocations of premium payments may be communicated to us by the same
means.

The surrender of a contract or a partial withdrawal thereunder may result in a
credit against Minnesota Mutual's premium tax liability. In such event,
Minnesota Mutual will pay in addition to the cash value paid in connection with
the surrender or withdrawal, the lesser of (1) the amount by which Minnesota
Mutual's premium tax liability is reduced, or (2) the amount previously deducted
from purchase payments for premium taxes. No representation can be made that
upon any such surrender or withdrawal any such payment will be made, since
applicable tax laws at the time of surrender or withdrawal would be
determinative.

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DISTRIBUTION

The contracts will be sold by Minnesota Mutual life insurance agents who are
also registered representatives of MIMLIC Sales Corporation or other
broker-dealers who have entered into selling agreements with MIMLIC Sales
Corporation. MIMLIC Sales Corporation acts as the principal underwriter of the
contracts. MIMLIC Sales Corporation is a wholly-owned subsidiary of MIMLIC Asset
Management Company, which in turn is a wholly-owned subsidiary of Minnesota
Mutual. MIMLIC Asset Management Company is also the sole owner of the shares of
Advantus Capital Management, Inc., the investment adviser for the Series Fund.
MIMLIC Sales Corporation is registered as a broker-dealer under the Securities
Exchange Act of 1934 and is a member of the National Association of Securities
Dealers, Inc.

Commissions to dealers, paid in connection with the sale of the contracts, may
not exceed an amount which is equal to 3.75% of the purchase payments received
for the Individual Accumulation Annuity. Commissions on group cases may vary,
but will not exceed that amount shown above.
In addition, MIMLIC Sales Corporation or Minnesota Mutual will pay credits
which allow registered representatives (Agents) who are responsible for sales of
the contracts to attend conventions and other meetings sponsored by Minnesota
Mutual or its affiliates for the purpose of promoting the sale of insurance
and/or investment products offered by Minnesota Mutual and its affiliates. Such
credits may cover the registered representatives' transportation, hotel
accommodations, meals, registration fees and the like. Minnesota Mutual may also
pay registered representatives additional amounts

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<PAGE>
based upon their production and the persistency of life insurance and annuity
business placed with Minnesota Mutual.

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FEDERAL TAX STATUS

INTRODUCTION
The discussion contained herein is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax adviser. No attempt
is made to consider any applicable state or other tax laws. In addition, this
discussion is based on our understanding of federal income tax laws as they are
currently interpreted. No representation is made regarding the likelihood of
continuation of current income tax laws or the current interpretations of the
Internal Revenue Service.
Minnesota Mutual is taxed as a "life insurance company" under the Internal
Revenue Code. The operations of the Variable Fund D form a part of, and are
taxed with, our other business activities. Currently, no federal income tax is
payable by us on income dividends received by the Variable Fund D or on capital
gains arising from the Variable Fund D's investment activities.

TAXATION OF ANNUITY CONTRACTS IN GENERAL
Section 72 of the Internal Revenue Code governs taxation of nonqualified
annuities in general and some aspects of tax qualified programs. No taxes are
imposed on increases in the value of a contract until distribution occurs,
either in the form of a payment in a single sum or as annuity payments under the
annuity option elected.
As a general rule, deferred annuity contracts held by a corporation, trust or
other similar entity, as opposed to a natural person, are not treated as annuity
contracts for federal tax purposes. The investment income on such contracts is
taxed as ordinary income that is received or accrued by the owner of the
contract during the taxable year.
For payments made in the event of a full surrender of an annuity, the taxable
portion is generally the amount in excess of the cost basis (i.e., purchase
payments) of the contract. Amounts withdrawn from the variable annuity contracts
not part of a qualified program are treated first as taxable income to the
extent of the excess of the contract value over the purchase payments made under
the contract. Such taxable portion is taxed at ordinary income tax rates.
In the case of a withdrawal under an annuity that is part of a qualified
program, a portion of the amount received is taxable based on the ratio of the
"investment in the contract" to the individual's balance in the retirement plan,
generally the value of the annuity. The "investment in the contract" generally
equals the portion of any deposits made by or on behalf of an individual under
an annuity which was not excluded from the gross income of the individual. For
annuities issued in connection with qualified plans, the "investment in the
contract" can be zero.
For annuity payments, the taxable portion is generally determined by a formula
that establishes the ratio that the cost basis of the contract bears to the
expected return under the contract. Such taxable part is taxed at ordinary
income rates.

If a taxable distribution is made under the variable annuity contracts, a
penalty tax of 10% of the amount of the taxable distribution may apply. This
additional tax does not apply where the taxpayer is 59 1/2 or older, where
payment is made on account of the taxpayer's disability, or where payment is
made by reason of the death of the owner, and in certain other circumstances.

The Code also provides an exception to the penalty tax for distributions in
periodic payments, of substantially equal installments, be made for the life (or
life expectancy) of the taxpayer or the joint lives (or joint life expectancies)
of the taxpayer and beneficiary.
For some types of qualified plans, other tax penalties may apply to certain
distributions.
A transfer of ownership of a contract, the designation of an annuitant or
other payee who is not also the contract owner, or the assignment of a contract
may result in certain income or gift tax consequences to the contract owner that
are beyond the scope of this discussion. A contract owner who is contemplating
any such transfer, designation or assignment should consult a competent tax
adviser with respect to the potential tax effects of that transaction.
For purposes of determining a contract owner's gross income, the Code provides
that all nonqualified deferred annuity contracts issued by the same company (or
its affiliates) to the same contract owner during any calendar year shall be
treated as one annuity contract. Additional rules may be promulgated under this

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provision to prevent avoidance of its effect through serial purchases of
contracts or otherwise. For further information on these rules, see your tax
adviser.

DIVERSIFICATION REQUIREMENTS
Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Variable Fund D to be
"adequately diversified" in order for the contract to be treated as an annuity
contract for Federal tax purposes. Variable Fund D, through the Series Fund,
intends to comply with the diversification requirements prescribed in
Regulations Section 1.817-5, which affect how the Series Fund's assets may be
invested. Although the investment adviser is an affiliate of Minnesota Mutual,
Minnesota Mutual does not have control over the Series Fund or its investments.
Nonetheless, Minnesota Mutual believes that each Portfolio of the Series Fund in
which the Variable Fund D owns shares will be operated in compliance with the
requirements prescribed by the Treasury.
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 contract owner will be considered the owner of separate account
assets if the contract owner possesses incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. The Treasury
Department has 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 states that guidance would
be issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular sub-accounts without being treated as
owners of the underlying assets." As of the date of this Prospectus, no such
guidance has been issued.
The ownership rights under the contract are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, the owner of a contract has the choice of several sub-accounts in which
to allocate net purchase payments and contract values, and may be able to
transfer among sub-accounts more frequently than in such rulings. These
differences could result in a contract owner being treated as the owner of the
assets of Variable Fund D. In addition, Minnesota Mutual 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. Minnesota Mutual therefore
reserves the right to modify the contract as necessary to attempt to prevent a
contract owner from being considered the owner of a pro rata share of the assets
of Variable Fund D.

REQUIRED DISTRIBUTIONS
In order to be treated as an annuity contract for Federal income tax purposes,
Section 72(s) of the Code requires any nonqualified contract issued after
January 18, 1985 to provide that (a) if an owner dies on or after the annuity
starting date but prior to the time the entire interest in the contract has been
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the method of distribution being used as of the date of that
owner's death; and (b) if an owner dies prior to the annuity starting date, the
entire interest in the contract must be distributed within five years after the
date of the owner's death. These requirements shall be considered satisfied if
any portion of the owner's interest which is payable to or for the benefit of a
"designated beneficiary" is distributed over the life of such beneficiary or
over a period not extending beyond the life expectancy of that beneficiary and
such distributions begin within one year of that owner's death. The owner's
"designated beneficiary" is the person designated by such owner as a beneficiary
and to whom ownership of the contract passes by reason of death and must be a
natural person. However, if the owner's "designated beneficiary" is the
surviving spouse of the owner, the contract may be continued with the surviving
spouse as the new owner.
Nonqualified contracts issued after January 18, 1985 contain provisions which
are intended to comply with the requirements of Section 72(s) of the Code,
although no

26
<PAGE>
regulations interpreting these requirements have yet been issued. Minnesota
Mutual 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 DEATH BENEFIT PROCEEDS
Amounts may be distributed from a contract because of the death of the owner.
Generally, such amounts are includable in the income of the recipient as
follows: (1) if distributed in a lump sum, they are taxed in the same manner as
a full surrender of the contract, as described above, or (2) if distributed
under an annuity option, they are taxed in the same manner as annuity payments,
as described above.

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

TAX QUALIFIED PROGRAMS
The annuity is designed for use with several types of retirement plans that
qualify for special tax treatment. The tax rules applicable to participants and
beneficiaries in retirement plans vary according to the type of plan and the
terms and conditions of the plan. Special favorable tax treatment may be
available for certain types of contributions and distributions. Adverse tax
consequences may result from contributions in excess of specified limits;
distributions prior to age 59 1/2 (subject to certain exceptions); distributions
that do not conform to specified minimum distribution rules; aggregate
distributions in excess of a specified annual amount; and in other specified
circumstances.
We make no attempt to provide more than general information about use of
annuities with the various types of retirement plans. Owners and participants
under retirement plans as well as annuitants and beneficiaries are cautioned
that the rights of any person to any benefits under annuities purchased in
connection with these plans may be subject to the terms and conditions of the
plans themselves, regardless of the terms and conditions of the annuity issued
in connection with such a plan. Some retirement plans are subject to transfer
restrictions, distribution and other requirements that are not incorporated into
the annuity or our annuity administration procedures. Owners, participants and
beneficiaries are responsible for determining that contributions, distributions
and other transactions with respect to the annuities comply with applicable law.
Purchasers of annuities for use with any retirement plan should consult their
legal counsel and tax adviser regarding the suitability of the contract.

PUBLIC SCHOOL SYSTEMS AND CERTAIN TAX EXEMPT ORGANIZATIONS
Under Code Section 403(b), payments made by public school systems and certain
tax exempt organizations to purchase annuity contracts for their employees are
excludable from the gross income of the employee, subject to certain
limitations. However, these payments may be subject to FICA (Social Security)
taxes.
Code Section 403(b)(11) restricts the distribution under Code Section 403(b)
annuity contracts of: (1) elective contributions made in years beginning after
December 31, 1988; (2) earnings on those contributions; and (3) earnings in such
years on amounts held as of the last year beginning before January 1, 1989.
Distribution of those amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. In addition, income attributable to elective contributions may not be
distributed in the case of hardship.

INDIVIDUAL RETIREMENT ANNUITIES
Code Sections 219 and 408 permit individuals or their employers to contribute to
an individual retirement program known as an "Individual Retirement Annuity" or
"IRA". Individual Retirement Annuities are subject to limitations on the amount
which may be contributed and deducted and the time when distributions may
commence. In addition, distributions from certain other types of retirement
plans may be placed into an Individual Retirement Annuity on a tax deferred
basis. Employers may establish Simplified Employee Pension (SEP) Plans for
making IRA contributions on behalf of their employees.

27
<PAGE>
CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS
Code Section 401(a) permits employers to establish various types of retirement
plans for employees, and permits self-employed individuals to establish
retirement plans for themselves and their employees. These retirement plans may
permit the purchase of the contracts to accumulate retirement savings under the
plans. Adverse tax or other legal consequences to the plan, to the participant
or to both may result if this annuity 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
annuity.

DEFERRED COMPENSATION PLANS

Code Section 457 provides for certain deferred compensation plans. These plans
may be offered with respect to service for state governments, local governments,
political subdivisions, agencies, instrumentalities and certain affiliates of
such entities, and tax exempt organizations. The plans may permit participants
to specify the form of investment for their deferred compensation account. With
respect to non-governmental Section 457 plans, all investments are owned by the
sponsoring employer and are subject to the claims of the general creditors of
the employer and, depending on the terms of the particular plan, the employer
may be entitled to draw on deferred amounts for purposes unrelated to its
Section 457 plan obligations. In general, all amounts received under a Section
457 plan are taxable and are subject to federal income tax withholding as wages.

WITHHOLDING
In general, distributions from annuities are subject to federal income tax
withholding unless the recipient elects not to have tax withheld. Different
rules may apply to payments delivered outside the United States. Some states
have enacted similar rules. Recent changes to the Code allow the rollover of
most distributions from tax-qualified plans and Section 403(b) annuities
directly to other tax-qualified plans that will accept such distributions and to
individual retirement accounts and individual retirement annuities.
Distributions which may not be rolled over are those which are: (1) one of a
series of substantially equal annual (or more frequent) payments made (a) over
the life or life expectancy of the employee, (b) the joint lives or joint
expectancies of the employee and the employee's designated beneficiary, or (c)
for a specified period of ten years or more; (2) a required minimum
distribution; or (3) the non-taxable portion of a distribution. Depending on the
terms of the particular plan, the employer may be entitled to draw on deferred
amounts for purposes unrelated to its Section 457 plan obligations. In general,
all amounts received under a Section 457 plan are taxable and are subject to
federal income tax withholding as wages.
Any distribution eligible for rollover, which may include payment to an
employee, an employee's surviving spouse or an ex-spouse who is an alternate
payee, will be subject to federal tax withholding at a 20% rate unless the
distribution is made as a direct rollover to a tax-qualified plan or to an
individual retirement account or annuity. It may be noted that amounts received
by individuals which are eligible for rollover may still be placed in another
tax-qualified plan or individual retirement account or individual retirement
annuity if the transaction is completed within sixty days after the distribution
has been received. Such a taxpayer must replace withheld amounts with other
funds to avoid taxation on the amount previously withheld.

SEE YOUR OWN TAX ADVISER
It should be understood that the foregoing description of the federal income tax
consequences under these contracts is not exhaustive and that special rules are
provided with respect to situations not discussed herein. It should also be
understood that should a plan lose its qualified status, employees will lose
some of the tax benefits described. Statutory changes in the Internal Revenue
Code with varying effective dates, and regulations adopted thereunder may also
alter the tax consequences of specific factual situations. Due to the complexity
of the applicable laws, tax advice may be needed by a person contemplating the
purchase of a variable annuity contract or exercising elections under such a
contract. For further information a qualified tax adviser should be consulted.

28
<PAGE>
- ------------------------------------------------------------------------
LEGAL PROCEEDINGS

There are no pending legal proceedings in which the Variable Fund D is a party.
There are no material pending legal proceedings, other than ordinary routine
litigation incidental to their business, in which Minnesota Mutual, MIMLIC
Management, Advantus Capital or MIMLIC Sales is a party.

- ------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
A Statement of Additional Information, which contains additional contract and
Variable Fund D information including financial statements, is available from
the offices of the Variable Fund D at your request. The Table of Contents for
that Statement of Additional Information is as follows:

Variable Fund D
Trustees and Principal Management Officers of Minnesota Mutual
Other Contracts
Distribution of Contracts
Performance Data
Annuity Payments
Auditors
Financial Statements
Appendix A--Calculation of Unit Values

<PAGE>

PART B

INFORMATION REQUIRED IN A STATEMENT

OF ADDITIONAL INFORMATION

<PAGE>

Minnesota Mutual Variable Fund D

Cross Reference Sheet to Statement of Additional Information

Form N-4

Item Number Caption in Statement of Additional Information

15. Cover Page

16. Table of Contents

17. Minnesota Mutual Variable Fund D

18. Not Applicable

19. Not Applicable

20. Distribution of Contracts

21. Performance Data

22. Annuity Payments

23. Financial Statements

<PAGE>

Minnesota Mutual Variable Fund D

Statement of Additional Information

The date of this document and the Prospectus is: May 1, 1997

This Statement of Additional Information is not a prospectus. Much of the
information contained in this Statement of Additional Information expands upon
subjects discussed in the Prospectus. Therefore, this Statement should be read
in conjunction with the Variable Fund D's current Prospectus, bearing the same
date, which may be obtained by calling the Variable Fund D at (612) 665-3500, or
writing the Variable Fund D at Minnesota Mutual Life Center, 400 Robert Street
North, St. Paul, Minnesota 55101-2098.

TABLE OF CONTENTS

Variable Fund D

Trustees and Principal Management Officers of Minnesota Mutual

Other Contracts

Distribution of Contracts

Performance Data

Annuity Payments

Auditors

Financial Statements

Appendix A - Calculation of Unit Values

<PAGE>

VARIABLE FUND D

Minnesota Mutual Variable Fund D ("Variable Fund D") is a separate account of
The Minnesota Mutual Life Insurance Company ("Minnesota Mutual"). The Variable
Fund D is registered as a unit investment trust. Prior to the Reorganization of
the Fund in October of 1990 and the establishment of its several sub-accounts,
the Fund was a open-end, diversified, management investment company investing in
a diversified portfolio of equity securities, mainly common stocks.

TRUSTEES AND PRINCIPAL MANAGEMENT OFFICERS OF MINNESOTA MUTUAL

Trustees Principal Occupation

Giulio Agostini Senior Vice President, Finance and Administrative
Services, Minnesota Mining and Manufacturing
Company, Maplewood, Minnesota

Anthony L. Andersen Chair-Board of Directors, H. B. Fuller Company, St.
Paul, Minnesota, since June 1995, prior thereto for
more than five years President and Chief Executive
Officer, H. B. Fuller Company (Adhesive Products)

John F. Grundhofer Chairman of the Board, President and Chief Executive
Officer, First Bank System, Inc., Minneapolis,
Minnesota (Banking)

Harold V. Haverty Retired since May 1995, prior thereto, for more
than five years Chairman of the Board, President
and Chief Executive Officer, Deluxe Corporation,
Shoreview, Minnesota (Check Printing)

David S. Kidwell, Ph.D. Dean and Professor of Finance, The Curtis L.
Carlson School of Management, University of
Minnesota

Reatha C. King, Ph.D. President and Executive Director, General Mills
Foundation, Minneapolis, Minnesota

Thomas E. Rohricht Member, Doherty, Rumble & Butler Professional
Association, St. Paul, Minnesota (Attorneys)

Terry Tinson Saario, Ph.D. Prior to March 1996, and for more than five years,
President, Northwest Area Foundation, St. Paul,
Minnesota (Private Regional Foundation)

Robert L. Senkler Chairman of the Board, President and Chief
Executive Officer, The Minnesota Mutual Life
Insurance Company, since August 1995; prior
thereto for more than five years Vice President
and Actuary, The Minnesota Mutual Life Insurance
Company

Michael E. Shannon Chairman, Chief Financial and Administrative
Officer, Ecolab, Inc., St. Paul, Minnesota, since
August 1992, prior thereto President, Residential
Services Group, Ecolab, Inc., St. Paul, Minnesota
from October 1990 to July 1992 (Develops and
Markets Cleaning and Sanitizing Products)

Frederick T. Weyerhaeuser Chairman, Clearwater Investment Trust since May
1996, prior thereto for more than five years,
Chairman, Clearwater Management Company, St.
Paul, Minnesota (Financial Management)

2
<PAGE>

Principal Officers (other than Trustees)

Name Position

John F. Bruder Senior Vice President

Keith M. Campbell Vice President

Paul H. Gooding Vice President and Treasurer

Robert E. Hunstad Executive Vice President

James E. Johnson Senior Vice President and Actuary

Richard D. Lee Vice President

Joel W. Mahle Vice President

Dennis E. Prohofsky Senior Vice President, General
Counsel and Secretary

Gregory S. Strong Vice President and Actuary

Terrence S. Sullivan Senior Vice President

Randy F. Wallake Senior Vice President

All Trustees who are not also officers of Minnesota Mutual have had the
principal occupation (or employers) shown for at least five years. All
officers of Minnesota Mutual have been employed by Minnesota Mutual for at
least five years.

OTHER CONTRACTS

In addition to the contracts described in the Prospectus, Minnesota Mutual
continually offers two types of Variable Fund D variable annuity contracts, both
incorporating a deferred sales charge. These contracts are the Single Premium
Deferred Variable Annuity Contract and the Flexible Payment Deferred Variable
Annuity Contract.

DISTRIBUTION OF CONTRACTS

The contracts will be continuously sold by Minnesota Mutual life insurance
agents who are also registered representatives of MIMLIC Sales Corporation or
other broker-dealers who have entered into selling agreements with MIMLIC
Sales. MIMLIC Sales acts as the principal underwriter of the contracts.
MIMLIC Sales Corporation is a wholly-owned subsidiary of MIMLIC Asset
Management Company, which is a wholly-owned subsidiary of Minnesota Mutual.
MIMLIC Asset Management Company is also the sole owner of the shares of
Advantus Capital Management, Inc., the investment adviser for the Variable
Fund D. MIMLIC Sales is registered as a broker-dealer under the Securities
Exchange Act of 1934 and is a member of the National Association of
Securities Dealers, Inc.

Amounts paid by Minnesota Mutual for payment to the underwriter for 1996 was
$109,175. These include payments made by Minnesota Mutual on behalf of the
underwriter, as agents of Minnesota Mutual who are also registered
representatives of MIMLIC Sales are compensated directly by Minnesota Mutual.

<PAGE>

PERFORMANCE DATA

CURRENT YIELD FIGURES FOR MONEY MARKET SUB-ACCOUNT

Current annualized yield quotations for the Money Market Sub-Account are based
on the sub-account's net investment income for a seven-day or other specified
period and exclude any realized or unrealized gains or losses on sub-account
securities. Current annualized yield is computed by determining the net change
(exclusive of realized gains and losses from the sale of securities and
unrealized appreciation and depreciation) in the value of a hypothetical account
having a balance of one accumulation unit at the beginning of the specified
period, dividing such net change in account value by the value of the account at
the beginning of the period, and annualizing this quotient on a 365-day basis.
The Variable Fund D may also quote the effective yield of the Money Market Sub-
Account for a seven-day or other specified period for which the current
annualized yield is computed by expressing the unannualized return on a
compounded, annualized basis. The yield and effective yield of the Money Market
Sub-Account for the seven-day period ended December 31, 1996 were 4.20% and
4.29%, respectively.

TOTAL RETURN FIGURES FOR ALL SUB-ACCOUNTS

Cumulative total return quotations for sub-accounts represent the total return
for the period since the sub-account became available pursuant to the Variable
Fund D's registration statement. Cumulative total return is equal to the
percentage change between the net asset value of a hypothetical $1,000
investment at the beginning of the period and the net asset value of that same
investment at the end of the period.

Prior to May 3, 1993, several of the sub-accounts were known by different names.
The Growth Sub-Account was the Stock Sub-Account, the Asset Allocation Sub-
Account was the Managed Sub-Account and the Index 500 Sub-Account was the Index
Sub-Account.

The cumulative total return figures published by the Variable Fund D relating to
the contracts described in the Prospectus will reflect Minnesota Mutual's
voluntary absorption of certain Fund expenses described below. The cumulative
total returns for the sub-accounts for the specified periods ended December 31,
1994 are shown in the table below. The figures in parentheses show what the
cumulative total returns would have been had Minnesota Mutual not absorbed Fund
expenses as described above.

<PAGE>

Cumulative Total Return Figures

7% Sales Load No Sales Load
Ten Years Cumulative Ten Years Cumulative
Ended 12/31/96* Ended 12/31/96* Ended 12/31/96* Ended 12/31/96*
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Growth Sub-Account 203.06% (203.06%) 218.35% (218.35%)

Bond Sub-Account 49.17% (49.07%) 60.40% (60.28%)

Money Market
Sub-Account 15.11% (14.88%) 23.78% (23.40%)

Asset Allocation
Sub-Account 90.48% (90.48%) 104.82% (104.82%)

Mortgage Securities
Sub-Account 43.41% (4.34%) 54.20% (54.12%)

Index 500
Sub-Account 141.45% (141.31%) 159.62% (159.46%)

Small Company
Sub-Account 51.12% (51.12%) 62.50% (62.49%)

<FN>
* Ten year cumulative total return figures are not available for the Bond Sub-
Account, the Money Market Sub-Account, the Asset Allocation Sub-Account, the
Mortgage Securities Sub-Account, the Index 500 Sub-Account, and the Small
Company Sub-Account as these sub-accounts first became available as a result of
the Variable Fund D reorganization in October 1990. The column above entitled
"Cumulative Ended 12/31/96" for these specified sub-accounts illustrates the
cumulative total return figures since the Variable Fund D reorganization.
</TABLE>

<PAGE>

Cumulative total return quotations for sub-accounts will be accompanied by
average annual total return figures for a one-year period, five-year period
and for the period since the sub-account became available pursuant to the
Variable Fund D's registration statement. Average annual total return
figures are the average annual compounded rates of return required for an
initial investment of $1,000 to equal the surrender value of that same
investment at the end of the period. The average annual total return figures
published by the Variable Fund D will reflect Minnesota Mutual's voluntary
absorption of certain Fund expenses. Prior to January 1, 1986, the Fund
incurred no expenses. During 1986 and from January 1 to March 8, 1987
Minnesota Mutual voluntarily absorbed all fees and expenses of any Fund
portfolio that exceeded .75% of the average daily net assets of such Fund
portfolio. For the period subsequent to March 9, 1987, Minnesota Mutual is
voluntarily absorbing the fees and expenses that exceed .65% of the average
daily net assets of the Growth, Bond, Money Market, Asset Allocation and
Mortgage Securities Portfolios of the Fund, .55% of the average daily net
assets of the Index 500 Portfolio of the Fund, and .90% of the average daily
net assets of the Small Company Portfolio. There is no specified or minimum
period of time during which Minnesota Mutual has agreed to continue its
voluntary absorption of these expenses, and Minnesota Mutual may in its
discretion cease its absorption of expenses at any time. Should Minnesota
Mutual cease absorbing expenses the effect would be to increase Fund
expenses and thereby reduce investment return.

<PAGE>

The average annual total return figures described above may be accompanied by
other average annual total return quotations for the same or other periods.
Such other average annual total return figures will be calculated as described
above. The average annual rates of return, as thus calculated, for the sub-
accounts of the contracts described in the Prospectus for the specified periods
ended December 31, 1996 are shown in the tables below. They are the same for
the individual accumulation annuity, group accumulation annuity and group
deposit administration contracts. The figures in parentheses show what the
average annual rates of return would have been had Minnesota Mutual not absorbed
Fund expenses as described above.

Average Annual Total Return

7% Sales Load

One Year Five Years Ten Years Since Inception
Ended 12/31/96 Ended 12/31/96* Ended 12/31/96* Ended 12/31/96*
-------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Growth Sub-Account 8.40% (8.40%) 7.90% (7.90%) 11.46% (11.46%) -- --

Bond Sub-Account -4.78% (-4.78%) 4.59% (4.20%) -- -- 6.68% (6.65%)

Money Market
Sub-Account -2.94% (-2.94%) 1.92% (1.70%) -- -- 2.30% (2.08%)

Asset Allocation
Sub-Account 4.04% (4.04%) 7.45% (7.45%) -- -- 10.98% (10.98%)

Mortgage Securities
Sub-Account -2.66% (-2.66%) 4.75% (4.73%) -- -- 6.00% (5.98%)

Index 500
Sub-Account 12.38% (12.38%) 12.29% (12.27%) -- -- 15.32% (15.31%)

Small Company
Sub-Account -1.56% (-1.56%) -- -- -- -- 11.92% (11.92%)

<FN>
*Ten year average annual total return figures are not available for the Bond
Sub-Account the Money Market Sub-Account, the Asset Allocation Sub-Account,
the Mortgage Securities Sub-Account and the Index 500 Sub-Account as these
sub-accounts first became available as a result of the Variable Fund D
reorganization in October 1990. The five and ten year average annual total
return figures are not available for the Small Company Sub-Account as this
sub-account's inception date is May 3, 1993. The column above entitled "Since
Inception Ended 12/31/96" for these specified sub-accounts illustrates the
average annual total return figures since the Variable Fund D reorganization.
</TABLE>

<PAGE>

No Sales Load

Bond Sub-Account 2.39% (2.39%) 6.12% (6.09%) -- -- 7.94% (7.91%)

Money Market
Sub-Account 4.39% (4.37%) 3.41% (3.19%) -- -- 3.51% (3.29%)

Asset Allocation
Sub-Account 11.87% (11.87%) 9.02% (9.02%) -- -- 12.29% (12.29%)

Mortgage Securities
Sub-Account 4.67% (4.67%) 6.29% (6.27%) -- -- 7.25% (7.23%)

Index 500
Sub-Account 20.84% (20.84%) 13.93% (13.91%) -- -- 16.68% (16.67%)

Small Company
Sub-Account 5.85% (5.85%) -- -- -- -- 14.16% (14.16%)

<FN>
*Ten year average annual total return figures are not available for the Bond
Sub-Account the Money Market Sub-Account, the Asset Allocation Sub-Account,
the Mortgage Securities Sub-Account and the Index 500 Sub-Account as these
sub-accounts first became available as a result of the Variable Fund D
reorganization in October 1990. The five and ten year average annual total
return figures are not available for the Small Company Sub-Accounts as this
sub-account's inception date is May 3, 1995. The column above entitled "Since
Inception Ended 12/31/96" for these specified sub-accounts illustrates the
average annual total return figures since the Variable Fund D reorganization.
</TABLE>

<PAGE>

ANNUITY PAYMENTS

Please see Appendix A to this Statement of Additional Information for an
illustration of the calculation of annuity unit values and of a variable annuity
payment, showing the method used for the calculation of both the initial and
subsequent payments.

AUDITORS

The financial statements of Minnesota Mutual Variable Fund D and The Minnesota
Mutual Life Insurance Company included in this Statement of Additional
Information have been audited by KPMG Peat Marwick LLP, 4200 Norwest Center, 90
South Seventh Street, Minneapolis, Minnesota 55402, independent auditors, as
indicated in their reports in this Statement of Additional Information, and are
included herein in reliance upon such reports and upon the authority of such
firm as experts in accounting and auditing.

<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Trustees of The Minnesota Mutual Life Insurance Company
and Contract Owners of Minnesota Mutual Variable Fund D:

We have audited the accompanying statements of assets and liabilities of the
Growth, Bond, Money Market, Asset Allocation, Mortgage Securities, Index 500 and
Small Company Segregated Sub-Accounts of Minnesota Mutual Variable Fund D (the
Account) as of December 31, 1996 and the related statements of operations for
the year then ended, the statements of changes in net assets for each of the
years in the two-year period then ended and the financial highlights for periods
presented in footnote (6). These financial statements and the financial
highlights are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements and the
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Investments owned at December 31, 1996 were verified by examination
of the underlying portfolios of MIMLIC Series Fund, Inc. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Growth, Bond, Money Market,
Asset Allocation, Mortgage Securities, Index 500 and Small Company Segregated
Sub-Account of Minnesota Mutual Variable Fund D at December 31, 1996, the
results of their operations for the year then ended and changes in their net
assets and the financial highlights for the periods stated in the first
paragraph above, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Minneapolis, Minnesota
February 14, 1997
<PAGE>
MINNESOTA MUTUAL VARIABLE FUND D
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
-------------------------------------------------------------
MONEY ASSET MORTGAGE
ASSETS GROWTH BOND MARKET ALLOCATION SECURITIES
- ------------------------------------------------------------- ----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investments in shares of MIMLIC Series Fund, Inc.:
Growth Portfolio, 27,916,914 shares at net asset value of
$2.343 per share (cost $44,638,303)...................... $65,417,150 -- -- -- --
Bond Portfolio, 371,302 shares at net asset value of $1.283
per share (cost $471,590)................................ -- 476,486 -- -- --
Money Market Portfolio, 489,652 shares at net asset value
of $1.000 per share (cost $489,652)...................... -- -- 489,652 -- --
Asset Allocation Portfolio, 3,080,843 shares at net asset
value of $1.865 per share (cost $4,899,487).............. -- -- -- 5,745,482 --
Mortgage Securities Portfolio, 227,444 shares at net asset
value of $1.187 per share (cost $262,646)................ -- -- -- -- 269,885
Index 500 Portfolio, 995,833 shares at net asset value of
$2.409 per share (cost $1,754,836)....................... -- -- -- -- --
Small Company Portfolio, 120,873 shares at net asset value
of $1.535 per share (cost $194,435)...................... -- -- -- -- --
----------- --------- ----------- ----------- -----------
65,417,150 476,486 489,652 5,745,482 269,885
Receivable from MIMLIC Series Fund, Inc. for investments
sold....................................................... 2,095 11 2,219 128 65,007
Receivable from Minnesota Mutual for contract purchase
payments................................................... 26,631 79 -- 4,945 --
----------- --------- ----------- ----------- -----------
Total assets........................................... 65,445,876 476,576 491,871 5,750,555 334,892
----------- --------- ----------- ----------- -----------
LIABILITIES
- -------------------------------------------------------------
Payable to MIMLIC Series Fund, Inc. for investments
purchased.................................................. 26,631 79 -- 4,945 --
Payable to Minnesota Mutual for contract terminations and
mortality and expense charges.............................. 2,095 11 2,219 128 65,007
----------- --------- ----------- ----------- -----------
Total liabilities...................................... 28,726 90 2,219 5,073 65,007
----------- --------- ----------- ----------- -----------
Net assets applicable to annuity contract owners....... $65,417,150 476,486 489,652 5,745,482 269,885
----------- --------- ----------- ----------- -----------
----------- --------- ----------- ----------- -----------
CONTRACT OWNERS' EQUITY
- -------------------------------------------------------------
Contracts in accumulation period, accumulation units
outstanding of 4,666,243 for Growth; 296,978 for Bond;
395,596 for Money Market; 2,804,901 for Asset Allocation;
175,022 for Mortgage Securities; 923,905 for Index 500 and
114,187 for Small Company.................................. $64,577,971 476,486 489,652 5,745,482 269,885
Contracts in annuity payment period (note 2)................. 839,179 -- -- -- --
----------- --------- ----------- ----------- -----------
Total contract owners' equity.......................... $65,417,150 476,486 489,652 5,745,482 269,885
----------- --------- ----------- ----------- -----------
----------- --------- ----------- ----------- -----------
NET ASSET VALUE PER ACCUMULATION UNIT........................ $ 13.839 1.604 1.238 2.048 1.542
----------- --------- ----------- ----------- -----------
----------- --------- ----------- ----------- -----------

INDEX SMALL
ASSETS 500 COMPANY
- ------------------------------------------------------------- --------- -----------
<S> <C> <C>
Investments in shares of MIMLIC Series Fund, Inc.:
Growth Portfolio, 27,916,914 shares at net asset value of
$2.343 per share (cost $44,638,303)...................... -- --
Bond Portfolio, 371,302 shares at net asset value of $1.283
per share (cost $471,590)................................ -- --
Money Market Portfolio, 489,652 shares at net asset value
of $1.000 per share (cost $489,652)...................... -- --
Asset Allocation Portfolio, 3,080,843 shares at net asset
value of $1.865 per share (cost $4,899,487).............. -- --
Mortgage Securities Portfolio, 227,444 shares at net asset
value of $1.187 per share (cost $262,646)................ -- --
Index 500 Portfolio, 995,833 shares at net asset value of
$2.409 per share (cost $1,754,836)....................... 2,398,674 --
Small Company Portfolio, 120,873 shares at net asset value
of $1.535 per share (cost $194,435)...................... -- 185,521
--------- -----------
2,398,674 185,521
Receivable from MIMLIC Series Fund, Inc. for investments
sold....................................................... 64 3
Receivable from Minnesota Mutual for contract purchase
payments................................................... 635 65,178
--------- -----------
Total assets........................................... 2,399,373 250,702
--------- -----------
LIABILITIES
- -------------------------------------------------------------
Payable to MIMLIC Series Fund, Inc. for investments
purchased.................................................. 635 65,178
Payable to Minnesota Mutual for contract terminations and
mortality and expense charges.............................. 64 3
--------- -----------
Total liabilities...................................... 699 65,181
--------- -----------
Net assets applicable to annuity contract owners....... 2,398,674 185,521
--------- -----------
--------- -----------
CONTRACT OWNERS' EQUITY
- -------------------------------------------------------------
Contracts in accumulation period, accumulation units
outstanding of 4,666,243 for Growth; 296,978 for Bond;
395,596 for Money Market; 2,804,901 for Asset Allocation;
175,022 for Mortgage Securities; 923,905 for Index 500 and
114,187 for Small Company.................................. 2,398,674 185,521
Contracts in annuity payment period (note 2)................. -- --
--------- -----------
Total contract owners' equity.......................... 2,398,674 185,521
--------- -----------
--------- -----------
NET ASSET VALUE PER ACCUMULATION UNIT........................ 2.596 1.624
--------- -----------
--------- -----------
</TABLE>

See accompanying notes to financial statements.
<PAGE>
MINNESOTA MUTUAL VARIABLE FUND D
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
-----------------------------------------------------------------------
MONEY ASSET MORTGAGE
GROWTH BOND MARKET ALLOCATION SECURITIES INDEX 500
------------ --------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment income (loss):
Investment income distributions from underlying mutual
fund (note 5)......................................... $ 542,019 25,694 22,653 182,931 12,622 31,146
Reimbursement from Minnesota Mutual for excess expense
charges (note 4)...................................... 183,716 1,155 1,105 13,502 621 3,009
Mortality and expense charges (note 3).................. (501,360) (3,907) (3,739) (45,678) (2,099) (17,721)
------------ --------- --------- ----------- ----------- ---------
Investment income (loss) -- net....................... 224,375 22,942 20,019 150,755 11,144 16,434
------------ --------- --------- ----------- ----------- ---------
Realized and unrealized gains (losses) on investments --
net:
Realized gain distributions from underlying mutual fund
(note 5).............................................. 5,093,360 4,632 -- 334,941 -- 16,123
------------ --------- --------- ----------- ----------- ---------
Realized gains on sales of investments:
Proceeds from sales................................... 6,572,569 283,205 749,890 1,094,745 914,466 857,151
Cost of investments sold.............................. (4,575,983) (278,098) (749,890) (975,369) (913,850) (671,087)
------------ --------- --------- ----------- ----------- ---------
1,996,586 5,107 -- 119,376 616 186,064
------------ --------- --------- ----------- ----------- ---------
Net realized gains on investments..................... 7,089,946 9,739 -- 454,317 616 202,187
------------ --------- --------- ----------- ----------- ---------
Net change in unrealized appreciation or depreciation of
investments............................................. 2,291,349 (22,377) -- 36,511 (383) 204,033
------------ --------- --------- ----------- ----------- ---------
Net gains (losses) on investments..................... 9,381,295 (12,638) -- 490,828 233 406,220
------------ --------- --------- ----------- ----------- ---------
Net increase in net assets resulting from operations...... $ 9,605,670 10,304 20,019 641,583 11,377 422,654
------------ --------- --------- ----------- ----------- ---------
------------ --------- --------- ----------- ----------- ---------

SMALL
COMPANY
-----------
<S> <C>
Investment income (loss):
Investment income distributions from underlying mutual
fund (note 5)......................................... 254
Reimbursement from Minnesota Mutual for excess expense
charges (note 4)...................................... 353
Mortality and expense charges (note 3).................. (1,195)
-----------
Investment income (loss) -- net....................... (588)
-----------
Realized and unrealized gains (losses) on investments --
net:
Realized gain distributions from underlying mutual fund
(note 5).............................................. 13,014
-----------
Realized gains on sales of investments:
Proceeds from sales................................... 915,201
Cost of investments sold.............................. (894,481)
-----------
20,720
-----------
Net realized gains on investments..................... 33,734
-----------
Net change in unrealized appreciation or depreciation of
investments............................................. (25,097)
-----------
Net gains (losses) on investments..................... 8,637
-----------
Net increase in net assets resulting from operations...... 8,049
-----------
-----------
</TABLE>

See accompanying notes to financial statements.
<PAGE>
MINNESOTA MUTUAL VARIABLE FUND D
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
---------------------------------------------------------------------------------
MONEY ASSET MORTGAGE INDEX SMALL
GROWTH BOND MARKET ALLOCATION SECURITIES 500 COMPANY
----------- -------- -------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Operations:
Investment income (loss) --
net......................... $ 224,375 22,942 20,019 150,755 11,144 16,434 (588)
Net realized gains on
investments................. 7,089,946 9,739 -- 454,317 616 202,187 33,734
Net change in unrealized
appreciation or depreciation
of investments.............. 2,291,349 (22,377) -- 36,511 (383) 204,033 (25,097)
----------- -------- -------- ----------- ---------- --------- ----------
Net increase in net assets
resulting from operations..... 9,605,670 10,304 20,019 641,583 11,377 422,654 8,049
----------- -------- -------- ----------- ---------- --------- ----------
Contract transactions (notes 2,
3, 5 and 6):
Contract purchase payments.... 2,830,496 242,861 798,453 746,516 969,611 774,721 900,039
Contract terminations and
withdrawal payments......... (6,150,876) (280,453) (747,256) (1,062,569) (912,988) (842,439) (914,359)
Actuarial adjustments for
mortality experience on
annuities in payment
period...................... 18,500 -- -- -- -- -- --
Annuity benefit payments...... (122,548) -- -- -- -- -- --
----------- -------- -------- ----------- ---------- --------- ----------
Increase (decrease) in net
assets from contract
transactions.................. (3,424,428) (37,592) 51,197 (316,053) 56,623 (67,718) (14,320)
----------- -------- -------- ----------- ---------- --------- ----------
Increase (decrease) in net
assets........................ 6,181,242 (27,288) 71,216 325,530 68,000 354,936 (6,271)
Net assets at the beginning of
year.......................... 59,235,908 503,774 418,436 5,419,952 201,885 2,043,738 191,792
----------- -------- -------- ----------- ---------- --------- ----------
Net assets at the end of year... $65,417,150 476,486 489,652 5,745,482 269,885 2,398,674 185,521
----------- -------- -------- ----------- ---------- --------- ----------
----------- -------- -------- ----------- ---------- --------- ----------
</TABLE>

See accompanying notes to financial statements.
<PAGE>
MINNESOTA MUTUAL VARIABLE FUND D
STATEMENTS OF CHANGES IN NET ASSETS -- CONTINUED
YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
---------------------------------------------------------------------------------
MONEY ASSET MORTGAGE INDEX SMALL
GROWTH BOND MARKET ALLOCATION SECURITIES 500 COMPANY
----------- -------- -------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Operations:
Investment income (loss) --
net......................... $ 252,409 15,601 36,092 114,255 20,750 15,439 (400)
Net realized gains on
investments................. 4,044,747 6,628 -- 101,904 1,419 77,814 18,175
Net change in unrealized
appreciation or depreciation
of investments.............. 7,585,720 67,418 -- 853,553 19,637 384,075 12,593
----------- -------- -------- ----------- ---------- --------- ----------
Net increase in net assets
resulting from operations..... 11,882,876 89,647 36,092 1,069,712 41,806 477,328 30,368
----------- -------- -------- ----------- ---------- --------- ----------
Contract transactions (notes 2,
3, 5 and 6):
Contract purchase payments.... 2,227,245 285,425 647,179 678,249 400,199 690,349 222,170
Contract terminations and
withdrawal payments......... (7,444,132) (380,190) (781,908) (1,005,491) (442,206) (525,202) (145,230)
Actuarial adjustments for
mortality experience on
annuities in payment
period...................... 20,797 -- -- -- -- -- --
Annuity benefit payments...... (107,858) -- -- -- -- -- --
----------- -------- -------- ----------- ---------- --------- ----------
Increase (decrease) in net
assets from contract
transactions.................. (5,303,948) (94,765) (134,729) (327,242) (42,007) 165,147 76,940
----------- -------- -------- ----------- ---------- --------- ----------
Increase (decrease) in net
assets........................ 6,578,928 (5,118) (98,637) 742,470 (201) 642,475 107,308
Net assets at the beginning of
year.......................... 52,656,980 508,892 517,073 4,677,482 202,086 1,401,263 84,484
----------- -------- -------- ----------- ---------- --------- ----------
Net assets at the end of year... $59,235,908 503,774 418,436 5,419,952 201,885 2,043,738 191,792
----------- -------- -------- ----------- ---------- --------- ----------
----------- -------- -------- ----------- ---------- --------- ----------
</TABLE>

See accompanying notes to financial statements.
<PAGE>
MINNESOTA MUTUAL VARIABLE FUND D

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION
Minnesota Mutual Variable Fund D (the Account) is organized as a segregated
asset account of The Minnesota Mutual Life Insurance Company (Minnesota Mutual)
under Minnesota law and is registered as a unit investment trust under the
Investment Company Act of 1940 (as amended).
The assets of each segregated sub-account are held for the exclusive benefit
of the variable annuity contract owners and are not chargeable with liabilities
arising out of the business conducted by any other account or by Minnesota
Mutual. Contract owners allocate their variable annuity payments to one or more
of the seven segregated sub-accounts. Such payments are then invested in shares
of MIMLIC Series Fund, Inc. (the Fund) organized by Minnesota Mutual as the
investment vehicle for its variable annuity contracts and variable life
policies. The Fund is registered under the Investment Company Act of 1940 (as
amended) as a diversified, open-end management investment company. Payments
allocated to the Growth, Bond, Money Market, Asset Allocation, Mortgage
Securities, Index 500 and Small Company segregated sub-accounts are invested in
shares of the Growth, Bond, Money Market, Asset Allocation, Mortgage Securities,
Index 500 and Small Company Portfolios of the Fund, respectively.
MIMLIC Sales Corporation acts as the underwriter for the Account. MIMLIC Asset
Management Company acts as the investment adviser for the Fund. MIMLIC Sales
Corporation is a wholly-owned subsidiary of MIMLIC Asset Management Company.
MIMLIC Asset Management Company is a wholly-owned subsidiary of Minnesota
Mutual.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles 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 financial statements and
the reported amounts of increases and decreases in net assets resulting from
operations during the period. Actual results could differ from those estimates.

INVESTMENTS IN MIMLIC SERIES FUND, INC.
Investments in shares of the Fund portfolios are stated at market value which
is the net asset value per share as determined daily by the Fund. Investment
transactions are accounted for on the date the shares are purchased or sold. The
cost of investments sold is determined on the average cost method. All dividend
distributions received from the Fund are reinvested in additional shares of the
Fund and are recorded by the sub-accounts on the ex-dividend date.

FEDERAL INCOME TAXES
The Account is treated as part of Minnesota Mutual for federal income tax
purposes. Under current interpretations of existing federal income tax law, no
income taxes are payable on investment income or capital gain distributions
received by the Account from the Fund.

CONTRACTS IN ANNUITY PAYMENT PERIOD
Annuity reserves are computed for contracts currently payable using the
Progressive Annuity Mortality Table and an assumed interest rate of 3.5 percent.
Charges to annuity reserves for mortality and risk expense are reimbursed to
Minnesota Mutual if the reserves required are less than originally estimated. If
additional reserves are required, Minnesota Mutual reimburses the Account.

(3) MORTALITY AND EXPENSE AND SALES AND ADMINISTRATIVE SERVICE CHARGES
The mortality and expense charge paid to Minnesota Mutual is computed daily
and is equal, on an annual basis, to .795 percent of the average daily net
assets of the Account.
Sales and administrative service charges, depending upon the type of contract,
may be deducted from the contract owner's contract purchase payment or contract
withdrawal. Total sales and administrative charges deducted from contract
purchase payments or contract withdrawal proceeds for the years ended December
31, 1996 and 1995 amounted to $3,111 and $44,403, respectively.

(4) REIMBURSEMENT FROM MINNESOTA MUTUAL FOR EXCESS EXPENSES
Effective October 26, 1990, the contract owners of the Account voted to
reorganize as a unit investment trust under the Investment Company Act of 1940
(as amended). Prior to the reorganization, the Account invested directly in a
diversified portfolio of equity securities. The Account has seven segregated
sub-accounts to which contract owners may allocate their payments.
Under the Plan of Reorganization, Minnesota Mutual agreed to reimburse the
Account for any increase in expenses paid by the Account as a result of the
reorganization. Prior to the reorganization, the Account was charged an
investment advisory fee equal, on an annual basis, to .265 percent of the
average daily net assets. After the reorganization, the
<PAGE>
2

MINNESOTA MUTUAL VARIABLE FUND D

(4) REIMBURSEMENT FROM MINNESOTA MUTUAL FOR EXCESS EXPENSES (CONTINUED)
Account no longer pays an investment advisory fee since it no longer invests
directly in a portfolio of securities. However, contract values that are
allocated to the segregated sub-accounts after the reorganization are invested
in Fund portfolios that pay investment advisory fees as well as other operating
expenses. Investment advisory fees are based on the average daily net assets of
the Fund portfolios at the annual rate of .50 percent for the Growth, Bond,
Money Market, Asset Allocation and Mortgage Securities Portfolios, .40 percent
for the Index 500 Portfolio and .75 percent for the Small Company Portfolio.
In calculating the accumulation unit value for the Growth segregated
sub-account, Minnesota Mutual has agreed to make an adjustment that will have
the effect of reimbursing the excess of any expenses indirectly incurred as a
result of the investment advisory fee and the operating expenses incurred by the
Growth Portfolio over the .265 percent investment advisory paid prior to the
reorganization. In calculating the accumulation unit value for the segregated
sub-accounts other than Growth, Minnesota Mutual will make adjustments that, in
effect, reimburse the excess of the investment advisory fees incurred through
indirect investment in the Fund over the .265 percent investment management fee
paid prior to the reorganization. No adjustment will be made for the additional
operating expenses charged to those portfolios. However, in the past nine years
Minnesota Mutual has voluntarily absorbed other operating expenses that exceed
.15 percent on an annual basis for each Fund portfolio.

(5) INVESTMENT TRANSACTIONS
The Account's purchases of Fund shares, including reinvestment of dividend
distributions, were as follows during the year ended December 31, 1996:

<TABLE>
<S> <C>
Growth Portfolio.............................................................. $8,465,876
Bond Portfolio................................................................ 273,187
Money Market Portfolio........................................................ 821,221
Asset Allocation Portfolio.................................................... 1,264,388
Mortgage Securities Portfolio................................................. 982,233
Index 500 Portfolio........................................................... 821,990
Small Company Portfolio....................................................... 913,307
</TABLE>

<PAGE>
3

MINNESOTA MUTUAL VARIABLE FUND D

(6) UNIT ACTIVITY FROM CONTRACT TRANSACTIONS
Transactions in units for each segregated sub-account for the years ended
December 31, 1996 and 1995 were as follows:

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
-----------------------------------
MONEY
GROWTH BOND MARKET
----------- ---------- ----------
<S> <C> <C> <C>
Units outstanding at December 31, 1994............................................. 5,406,377 386,750 457,011
Contract purchase payments......................................................... 199,989 189,477 567,847
Deductions for contract terminations and withdrawal payments....................... (687,507) (254,615) (672,123)
----------- ---------- ----------
Units outstanding at December 31, 1995............................................. 4,918,859 321,612 352,735
Contract purchase payments......................................................... 220,706 157,141 658,856
Deductions for contract terminations and withdrawal payments....................... (473,322) (181,775) (615,995)
----------- ---------- ----------
Units outstanding at December 31, 1996............................................. 4,666,243 296,978 395,596
----------- ---------- ----------
----------- ---------- ----------
</TABLE>

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
------------------------------------------------
ASSET MORTGAGE INDEX SMALL
ALLOCATION SECURITIES 500 COMPANY
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Units outstanding at December 31, 1994................................ 3,175,751 160,939 886,632 72,272
Contract purchase payments............................................ 411,886 289,664 359,706 154,531
Deductions for contract terminations and withdrawal payments.......... (627,510) (313,616) (295,035) (101,921)
----------- ----------- ---------- ----------
Units outstanding at December 31, 1995................................ 2,960,127 136,987 951,303 124,882
Contract purchase payments............................................ 394,756 658,136 333,682 556,186
Deductions for contract terminations and withdrawal payments.......... (549,982) (620,101) (361,080) (566,881)
----------- ----------- ---------- ----------
Units outstanding at December 31, 1996................................ 2,804,901 175,022 923,905 114,187
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
</TABLE>

<PAGE>
4

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS
The following tables for each segregated sub-account show certain data for an
accumulation unit outstanding during the periods indicated:

GROWTH
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1996 1995 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Unit value, beginning of year...................................................... $ 11.877 9.604 9.573 9.196
--------- --------- --------- ---------
Income from investment operations:
Net investment income............................................................ .047 .049 .053 .086
Net gains or losses on securities (both realized and unrealized)................. 1.915 2.224 (.022) .291
--------- --------- --------- ---------
Total from investment operations............................................... 1.962 2.273 .031 .377
--------- --------- --------- ---------
Unit value, end of year............................................................ $ 13.839 11.877 9.604 9.573
--------- --------- --------- ---------
--------- --------- --------- ---------

1992
---------
<S> <C>
Unit value, beginning of year...................................................... 8.803
---------
Income from investment operations:
Net investment income............................................................ .109
Net gains or losses on securities (both realized and unrealized)................. .284
---------
Total from investment operations............................................... .393
---------
Unit value, end of year............................................................ 9.196
---------
---------
</TABLE>

<PAGE>
5

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS (CONTINUED)
BOND
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1996 1995 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Unit value, beginning of year........................................................ $ 1.567 1.316 1.386 1.264
--------- --------- --------- ---------
Income (loss) from investment operations:
Net investment income.............................................................. .072 .044 .051 .030
Net gains or losses on securities (both realized and unrealized)................... (.035) .207 (.121) .092
--------- --------- --------- ---------
Total from investment operations................................................. .037 .251 (.070) .122
--------- --------- --------- ---------
Unit value, end of year.............................................................. $ 1.604 1.567 1.316 1.386
--------- --------- --------- ---------
--------- --------- --------- ---------

1992
---------
<S> <C>
Unit value, beginning of year........................................................ 1.191
---------
Income (loss) from investment operations:
Net investment income.............................................................. .035
Net gains or losses on securities (both realized and unrealized)................... .038
---------
Total from investment operations................................................. .073
---------
Unit value, end of year.............................................................. 1.264
---------
---------
</TABLE>

<PAGE>
6

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS (CONTINUED)
MONEY MARKET
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1996 1995 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Unit value, beginning of year........................................................ $ 1.186 1.131 1.097 1.074
--------- --------- --------- ---------
Income from investment operations:
Net investment income.............................................................. .052 .055 .034 .023
--------- --------- --------- ---------
Total from investment operations................................................. .052 .055 .034 .023
--------- --------- --------- ---------
Unit value, end of year.............................................................. $ 1.238 1.186 1.131 1.097
--------- --------- --------- ---------
--------- --------- --------- ---------

1992
---------
<S> <C>
Unit value, beginning of year........................................................ 1.047
---------
Income from investment operations:
Net investment income.............................................................. .027
---------
Total from investment operations................................................. .027
---------
Unit value, end of year.............................................................. 1.074
---------
---------
</TABLE>

<PAGE>
7

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS (CONTINUED)
ASSET ALLOCATION
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1996 1995 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Unit value, beginning of year........................................................ $ 1.831 1.473 1.502 1.419
--------- --------- --------- ---------
Income (loss) from investment operations:
Net investment income.............................................................. .051 .039 .024 .019
Net gains or losses on securities (both realized and unrealized)................... .166 .319 (.053) .064
--------- --------- --------- ---------
Total from investment operations................................................. .217 .358 (.029) .083
--------- --------- --------- ---------
Unit value, end of year.............................................................. $ 2.048 1.831 1.473 1.502
--------- --------- --------- ---------
--------- --------- --------- ---------

1992
---------
<S> <C>
Unit value, beginning of year........................................................ 1.330
---------
Income (loss) from investment operations:
Net investment income.............................................................. .020
Net gains or losses on securities (both realized and unrealized)................... .069
---------
Total from investment operations................................................. .089
---------
Unit value, end of year.............................................................. 1.419
---------
---------
</TABLE>

<PAGE>
8

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS (CONTINUED)
MORTGAGE SECURITIES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1996 1995 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Unit value, beginning of year........................................................ $ 1.473 1.255 1.307 1.203
--------- --------- --------- ---------
Income (loss) from investment operations:
Net investment income.............................................................. .063 .106 .055 .044
Net gains or losses on securities (both realized and unrealized)................... .006 .112 (.107) .060
--------- --------- --------- ---------
Total from investment operations................................................. .069 .218 (.052) .104
--------- --------- --------- ---------
Unit value, end of year.............................................................. $ 1.542 1.473 1.255 1.307
--------- --------- --------- ---------
--------- --------- --------- ---------

1992
---------
<S> <C>
Unit value, beginning of year........................................................ 1.137
---------
Income (loss) from investment operations:
Net investment income.............................................................. .008
Net gains or losses on securities (both realized and unrealized)................... .058
---------
Total from investment operations................................................. .066
---------
Unit value, end of year.............................................................. 1.203
---------
---------
</TABLE>

<PAGE>
9

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS (CONTINUED)
INDEX 500
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1996 1995 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Unit value, beginning of year........................................................ $ 2.148 1.580 1.572 1.442
--------- --------- --------- ---------
Income from investment operations:
Net investment income.............................................................. .017 .019 .014 .010
Net gains or losses on securities (both realized and unrealized)................... .431 .549 (.006) .120
--------- --------- --------- ---------
Total from investment operations................................................. .448 .568 .008 .130
--------- --------- --------- ---------
Unit value, end of year.............................................................. $ 2.596 2.148 1.580 1.572
--------- --------- --------- ---------
--------- --------- --------- ---------

1992
---------
<S> <C>
Unit value, beginning of year........................................................ 1.352
---------
Income from investment operations:
Net investment income.............................................................. .011
Net gains or losses on securities (both realized and unrealized)................... .079
---------
Total from investment operations................................................. .090
---------
Unit value, end of year.............................................................. 1.442
---------
---------
</TABLE>

<PAGE>
10

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS (CONTINUED)
SMALL COMPANY
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Unit value, beginning of period..................................................... $ 1.535 1.169 1.107
--------- --------- ---------
Income from investment operations:
Net investment loss............................................................... (.006) (.005) (.004)
Net gains on securities (both realized and unrealized)............................ .095 .371 .066
--------- --------- ---------
Total from investment operations................................................ .089 .366 .062
--------- --------- ---------
Unit value, end of period........................................................... $ 1.624 1.535 1.169
--------- --------- ---------
--------- --------- ---------

PERIOD FROM MAY 3,
1993*
TO DECEMBER 31,
1993
-------------------
<S> <C>
Unit value, beginning of period..................................................... 1.000
-----
Income from investment operations:
Net investment loss............................................................... (.002)
Net gains on securities (both realized and unrealized)............................ .109
-----
Total from investment operations................................................ .107
-----
Unit value, end of period........................................................... 1.107
-----
-----
</TABLE>

* Commencement of the segregated sub-account's operations.

<PAGE>

APPENDIX A

CALCULATION OF ACCUMULATION UNIT VALUES

Calculation of the net investment factor and the accumulation unit value may be
illustrated by the following hypothetical example. Assume the accumulation unit
value of the Variable Fund D Growth Sub-Account on the immediately preceding
valuation period was $6.499041. Assume the following about the Series Fund
Growth Portfolio: (a) the net asset value per share of the Growth Portfolio was
$1.394438 at the end of the current valuation period; (2) the Growth Portfolio
declared a per share dividend and capital gain distribution in the amount of
$.037162 during the current valuation period; and (3) the net asset value per
share of the Growth Portfolio was $1.426879 at the end of the preceding
valuation period.

The gross investment rate for the valuation period would be equal to 1.0033086
(1.394438 plus .037162 divided by 1.426879). The net investment rate for the
valuation period is determined by deducting the total Growth Sub-Account
expenses from the gross investment rate. Total Growth Sub-Account expenses of
.0000162 is equal to .0000315 for mortality and risk expense (the daily
equivalent of .795% assuming 252 valuation dates per year) less .0000093 for the
investment management fee reimbursement (the daily equivalent of .235% assuming
252 valuation dates per year) less .0000060 for the other expense reimbursement
(the daily equivalent of .150% assuming 252 valuation dates per year). The net
investment rate equals 1.0032924 (1.0033086 minus .0000162).

The accumulation unit value at the end of the valuation period would be equal to
the value on the immediately preceding valuation date ($6.499041) multiplied by
the net investment factor for the current valuation period (1.003294), which
produces $6.520438.

CALCULATION OF ANNUITY UNIT VALUES AND VARIABLE ANNUITY PAYMENT

The determination of the annuity unit value and the annuity payment may be
illustrated by the following hypothetical example. Assume that the contract has
been in force for more than ten years so that no deferred sales charge will
apply and that there is no deduction for annuity premium taxes. Assume further
that at the date of his or her retirement, the annuitant has credited to his or
her account 30,000 accumulation units, and that the value of an accumulation
unit on the valuation date next following the fourteenth day of the preceding
month was $1.150000, producing a total value of $34,500. Assume also that the
annuitant elects an option for which the table in the contract indicates the
first monthly payment is $6.57 per $1,000 of value applied; the annuitant's
first monthly payment would thus be 34.500 multiplied by $6.57, or $226.67.

Assume that the annuity unit value on the due date of the first payment was
$1.100000. When this is divided into the first monthly payment, the number of
annuity units represented by that payment is determined to be 206.064. The
value of this same number of annuity units will be paid in each subsequent
month.

Assume further that the accumulation unit value on the valuation date next
following the fourteenth day of the succeeding month is $1.160000. This is
divided by the accumulation unit value on the preceding monthly valuation date
($1.150000) to produce a ratio of 1.008696. Multiplying this ratio by .997137
to neutralize the assumed investment rate of 3.5% per annum already taken into
account in determining annuity units as described above, produces a result of
1.005808. This is then multiplied by the preceding annuity unit value
($1.100000) to produce a current annuity value of $1.106390.

<PAGE>

The second monthly payment is then determined by multiplying the fixed number of
annuity units (206.064) by the current annuity unit value ($1.106390), which
produces a second monthly annuity payment of $227.99.

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Trustees

The Minnesota Mutual Life Insurance Company

We have audited the accompanying consolidated balance sheets of The Minnesota
Mutual Life Insurance Company and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of operations and policyowners'
surplus and cash flows for each of the years in the three-year period ended
December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The
Minnesota Mutual Life Insurance Company and subsidiaries as of December 31,
1996 and 1995, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1996 in
conformity with generally accepted accounting principles. As discussed in Note
2 to the consolidated financial statements, the Company adopted Statement of
Financial Accounting Standards No. 120, "Accounting and Reporting by Mutual
Life Insurance Enterprises and by Insurance Enterprises for Certain Long-
Duration Participating Contracts," in 1996.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
in the accompanying schedules is presented for purposes of additional analysis
and is not a required part of the basic financial statements. Such information
has been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

KPMG Peat Marwick LLP
Minneapolis, Minnesota

February 10, 1997

53
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS

<TABLE>
<CAPTION>
1996 1995
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Fixed maturity securities:
Available-for-sale, at fair value (amortized cost
$4,558,975 and $4,525,352) $ 4,674,082 $ 4,761,561
Held-to-maturity, at amortized cost (fair value
$1,179,112 and $1,281,523) 1,125,638 1,180,654
Equity securities, at fair value (cost $429,509 and
$277,554) 549,797 384,882
Mortgage loans, net 608,808 608,537
Real estate, net 43,082 47,256
Policy loans 204,178 198,716
Short-term investments 122,772 72,841
Other invested assets 98,247 91,530
----------- -----------
Total investments 7,426,604 7,345,977
Cash 57,140 48,358
Finance receivables, net 259,192 226,720
Deferred policy acquisition costs 589,517 539,732
Accrued investment income 90,996 98,373
Premiums receivable 77,140 85,247
Property and equipment, net 55,050 50,809
Reinsurance recoverables 126,629 102,198
Other assets 54,798 46,530
Separate account assets 3,706,256 2,609,460
----------- -----------
Total assets $12,443,322 $11,153,404
=========== ===========

LIABILITIES AND POLICYOWNERS' SURPLUS

Liabilities:
Policy and contract account balances $ 4,310,015 $ 4,287,083
Future policy and contract benefits 1,638,720 1,554,898
Pending policy and contract claims 70,577 55,812
Other policyowner funds 396,848 371,537
Policyowner dividends payable 49,899 50,450
Unearned premiums and fees 207,111 210,494
Federal income tax liability:
Current 25,643 39,516
Deferred 149,665 173,905
Other liabilities 286,042 320,607
Notes payable 319,000 279,967
Separate account liabilities 3,691,374 2,596,285
----------- -----------
Total liabilities 11,144,894 9,940,554
Policyowners' surplus:
Unassigned surplus 1,190,116 1,059,598
Net unrealized investment gains 108,312 153,252
----------- -----------
Total policyowners' surplus 1,298,428 1,212,850
----------- -----------
Total liabilities and policyowners' surplus $12,443,322 $11,153,404
=========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

54
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND POLICYOWNERS' SURPLUS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Revenues:
Premiums $ 612,359 $ 603,770 $ 562,018
Policy and contract fees 245,966 214,203 188,115
Net investment income 530,987 515,047 486,101
Net realized investment gains 59,546 66,643 25,769
Finance charge income 46,932 39,937 34,258
Other income 51,630 40,250 30,106
---------- ---------- ---------
Total revenues 1,547,420 1,479,850 1,326,367
---------- ---------- ---------
Benefits and expenses:
Policyowner benefits 541,520 517,771 498,424
Interest credited to policies and con-
tracts 288,967 297,145 283,626
General operating expenses 302,618 273,425 253,317
Commissions 103,370 93,465 87,631
Administrative and sponsorship fees 79,360 76,223 71,143
Dividends to policyowners 24,804 27,282 26,672
Interest on notes payable 22,798 11,128 7,295
Increase in deferred policy acquisition
costs (15,312) (29,822) (43,974)
---------- ---------- ---------
Total benefits and expenses 1,348,125 1,266,617 1,184,134
---------- ---------- ---------
Income from operations before taxes 199,295 213,233 142,233
Federal income tax expense:
Current 68,033 71,379 63,641
Deferred 744 11,995 (1,511)
---------- ---------- ---------
Total federal income tax expense 68,777 83,374 62,130
Net income $ 130,518 $ 129,859 $ 80,103
========== ========== =========

STATEMENTS OF POLICYOWNERS' SURPLUS

Policyowners' surplus, beginning of year $1,212,850 $ 874,577 $ 892,510
Net income 130,518 129,859 80,103
Change in net unrealized investment
gains and losses (44,940) 208,414 (98,036)
---------- ---------- ---------
Policyowners' surplus, end of year $1,298,428 $1,212,850 $ 874,577
========== ========== =========
</TABLE>

See accompanying notes to consolidated financial statements.

55
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 130,518 $ 129,859 $ 80,103
Adjustments to reconcile net income to net
cash provided by operating activities:
Interest credited to annuity and insur-
ance contracts 275,968 288,218 277,863
Fees deducted from policy and contract
balances (206,780) (201,575) (188,226)
Change in future policy benefits 84,389 100,025 63,328
Change in other policyowner liabilities 16,099 (4,762) (16,794)
Change in deferred policy acquisition
costs (15,312) (29,822) (43,974)
Change in premiums due and other receiv-
ables (26,142) (18,039) 38,166
Change in federal income tax liabilities (12,055) 18,376 17,854
Net realized investment gains (59,546) (66,643) (25,769)
Other, net 29,987 36,561 28,958
---------- ---------- ----------
Net cash provided by operating activi-
ties 217,126 252,198 231,509
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of:
Fixed maturity securities, available-
for-sale 877,682 1,349,348 653,498
Equity securities 352,901 203,493 88,645
Mortgage loans 15,567 4,315 20,912
Real estate 11,678 15,948 17,571
Other invested assets 12,280 10,775 28,305
Proceeds from maturities and repayments
of:
Fixed maturity securities, available-
for-sale 329,550 253,576 327,337
Fixed maturity securities, held-to-matu-
rity 114,222 127,617 75,648
Mortgage loans 94,703 104,730 126,134
Cost of purchases of:
Fixed maturity securities, available-
for-sale (1,228,048) (1,975,130) (1,123,125)
Fixed maturity securities, held-to-matu-
rity (60,612) (140,763) (131,820)
Equity securities (446,599) (212,142) (131,483)
Mortgage loans (108,691) (209,399) (145,964)
Real estate (3,786) (16,554) (10,985)
Other invested assets (29,271) (20,517) (12,732)
Finance receivable originations or pur-
chases (175,876) (167,298) (134,867)
Finance receivable principal payments 142,723 123,515 104,539
Other, net (43,662) (19,292) 15,309
---------- ---------- ----------
Net cash used for investing activities (145,239) (567,778) (233,078)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits credited to annuity and insurance
contracts 657,405 710,525 647,237
Withdrawals from annuity and insurance
contracts (702,681) (563,569) (645,969)
Proceeds from issuance of surplus notes -- 124,967 --
Proceeds from issuance of debt by subsidi-
ary 60,000 50,000 30,000
Payments on debt by subsidiary (21,000) (10,000) (9,100)
Other, net (6,898) (3,801) (5,940)
---------- ---------- ----------
Net cash provided by (used for) fi-
nancing activities (13,174) 308,122 16,228
---------- ---------- ----------
Net increase (decrease) in cash and short-
term investments 58,713 (7,458) 14,659
Cash and short-term investments, beginning
of year 121,199 128,657 113,998
---------- ---------- ----------
Cash and short-term investments, end of
year $ 179,912 $ 121,199 $ 128,657
========== ========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

56
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) NATURE OF OPERATIONS

The Minnesota Mutual Life Insurance Company (the Company), both directly and
through its subsidiaries, provides a diversified array of insurance and
financial products and services designed principally to protect and enhance the
long-term financial well-being of individuals and families.

The Company's strategy is to be successful in carefully selected niche
markets, primarily in the United States, while focusing on the retention of
existing business and the maintenance of profitability. To achieve this
objective, the Company has divided its businesses into four strategic business
units which focus on various markets: Individual, Financial Services, Group,
and Pension. Revenues reported in 1996 by these business units were
$780,250,000, $279,554,000, $213,461,000 and $104,059,000, respectively.
Additional revenues of $170,096,000 were reported by the Company's
subsidiaries.

At December 31, 1996, the Company was one of the 11 largest mutual life
insurance company groups in the United States, as measured by total assets. The
Company serves nearly seven million people through more than 4,000 associates
located at its St. Paul headquarters and in 81 general agencies and 43 regional
offices throughout the United States.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP), which vary in
certain respects from accounting practices prescribed or permitted by state
insurance regulatory authorities. The consolidated financial statements include
the accounts of The Minnesota Mutual Life Insurance Company and its
subsidiaries (collectively, "the Company"). All material intercompany
transactions and balances have been eliminated.

The preparation of financial statements in conformity with GAAP requires
management to make certain estimates and assumptions that affect reported
assets and liabilities, including reporting or disclosure of contingent assets
and liabilities as of the balance sheet date and the reported amounts of
revenues and expenses during the reporting period. Actual results could vary
from management's estimates.

New Accounting Principles

In 1995 and prior years, the Company prepared its financial statements
according to statutory accounting practices prescribed or permitted by the
Commerce Department of the State of Minnesota (Department of Commerce), and
these accounting practices were considered GAAP for mutual life insurance
companies.

In April 1993, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 40 (the Interpretation), "Applicability of Generally
Accepted Accounting Principles to Mutual Life Insurance and Other Enterprises."
The Interpretation was supposed to become effective for fiscal years beginning
after December 15, 1994 and stated that financial statements prepared in
accordance with statutory accounting practices would no longer be considered to
be in conformity with GAAP. The Interpretation requires all mutual life
insurance companies that report their financial statements in conformity with
GAAP to apply all applicable authoritative GAAP pronouncements, with the
exception of Statements of Financial Accounting Standards (SFAS) No. 60,
"Accounting and Reporting by Insurance Enterprises," No. 97, "Accounting and
Reporting by Insurance Enterprises for Certain Long Duration Contracts and
Realized Gains and Losses from the Sale of Investments," and No. 113,
"Accounting for Reinsurance of Short-Duration and Long-Duration Contracts."

In January 1995, the FASB issued SFAS 120, "Accounting and Reporting by
Mutual Life Insurance Enterprises and by Insurance Enterprises for Certain Long
Duration Participating Contracts." This statement deferred the implementation
of the Interpretation to fiscal years beginning after December 15, 1995 and
extended the requirements of SFAS Nos. 60, 97 and 113 to mutual life insurance
enterprises.

SFAS No. 120 also requires mutual life insurance enterprises to adopt
Statement of Position 95-1, "Accounting for Certain Insurance Activities of
Mutual Life Insurance Enterprises," which was issued by the American Institute
of Certified Public Accountants.

57
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company adopted SFAS No. 120 on January 1, 1996, and the accompanying
1994 and 1995 financial statements and related notes have been restated to
conform with the presentation of the 1996 GAAP financial statements.

The Company will continue to prepare financial statements according to
statutory accounting practices prescribed or permitted by the Department of
Commerce for purposes of filing with the Department of Commerce, the National
Association of Insurance Commissioners and states in which the Company is
licensed to do business. The significant differences between statutory and GAAP
financial results are presented in Note 12.

Insurance Revenues and Expenses

Premiums on traditional life products, which include individual whole life and
term insurance and immediate annuities, are credited to revenue when due. For
accident and health and group life products, premiums are credited to revenue
over the contract period as earned. Benefits and expenses are recognized in
relation to premiums over the contract period via a provision for future policy
benefits and the amortization of deferred policy acquisition costs.

Nontraditional life products include individual adjustable and variable life
insurance and group universal and variable life insurance. Revenue from
nontraditional life products and deferred annuities is comprised of policy and
contract fees charged for the cost of insurance, policy administration and
surrenders. Expenses include the portion of claims not covered by and interest
credited to the related policy and contract account balances. Policy
acquisition costs are amortized relative to gross margins.

Deferred Policy Acquisition Costs

The costs of acquiring new and renewal business, which vary with and are
primarily related to the production of new and renewal business, are generally
deferred to the extent recoverable from future premiums or expected gross
profits. Deferrable costs include commissions, underwriting expenses and
certain other selling and issue costs.

For traditional life, accident and health and group life products, deferred
acquisition costs are amortized over the premium paying period in proportion to
the ratio of annual premium revenues to ultimate anticipated premium revenues.
The ultimate premium revenues are estimated based upon the same assumptions
used to calculate the future policy benefits.

For nontraditional life products and deferred annuities, deferred acquisition
costs are amortized over the estimated lives of the contracts in relation to
the present value of estimated gross profits from surrender charges and
investment, mortality and expense margins.

Deferred acquisition costs amortized were $125,978,000, $104,940,000 and
$86,477,000 for the years ended December 31, 1996, 1995 and 1994, respectively.

Finance Charge Income and Receivables

Finance charge income represents fees and interest charged on consumer loans.
The Company uses the interest (actuarial) method of accounting for finance
charges and interest on finance receivables. Accrual of finance charges and
interest is suspended when a loan is contractually delinquent for more than 60
days and is subsequently recognized when received. Accrual is resumed when the
loan is contractually less than 60 days past due. An allowance for
uncollectible amounts is maintained by direct charges to operations at an
amount which management believes, based upon historical losses and economic
conditions, is adequate to absorb probable losses on existing receivables that
may become uncollectible. The reported receivables are net of this allowance.

Valuation of Investments

Fixed maturity securities (bonds) which the Company has the positive intent and
ability to hold to maturity are classified as held-to-maturity and are carried
at amortized cost, net of write-downs for other than temporary declines in
value. Premiums and discounts are amortized or accreted over the estimated
lives of the securities based on the interest yield method. Fixed maturity
securities which may be sold prior to maturity are classified as available-for-
sale and carried at fair value.

58
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Equity securities (common stocks and preferred stocks) are carried at fair
value. Equity securities also include initial contributions to affiliated
registered investment funds that are managed by a subsidiary of the Company.
These contributions are carried at the market value of the underlying net
assets of the funds.

Mortgage loans are carried at amortized cost less an allowance for
uncollectible amounts. Premiums and discounts are amortized or accreted over
the terms of the mortgage loans based on the interest yield method. A mortgage
loan is considered impaired if it is probable that contractual amounts due will
not be collected. Impaired mortgage loans are valued at the fair value of the
underlying collateral. Interest income on impaired mortgage loans is recorded
on an accrual basis. However, when the likelihood of collection is doubtful,
interest income is recognized when received.

Fair values of fixed maturity securities and equity securities are based on
quoted market prices, where available. If quoted market prices are not
available, fair values are estimated using values obtained from independent
pricing services which specialize in matrix pricing and modeling techniques for
estimating fair values. Fair values of mortgage loans are based upon discounted
cash flows, quoted market prices and matrix pricing.

Real estate is carried at cost less accumulated depreciation and an allowance
for estimated losses. Accumulated depreciation on real estate at December 31,
1996 and 1995, was $5,968,000 and $8,342,000, respectively.

Policy loans are carried at the unpaid principal balance.

Derivative Financial Instruments

The Company entered into equity swaps in 1996 as part of an overall risk
management strategy. The swaps are used to hedge exposure to market risk on
$400,000,000 of the Company's common stock portfolio. The swaps are based upon
certain stock indices, and settlement with the counterparties will take place
in January 1998. If, at the time of settlement for a particular swap, the
designated stock index has fallen below a specified level, the counterparty
will pay the Company an amount based upon the decline in the index and the
stock portfolio value protected by the swap. If, at the time of settlement, the
designated stock index has risen, the Company will pay the counterparty an
amount based upon the increase in the index and 25% of the stock portfolio
value protected by the swap.

The basic types of risks associated with derivatives are market risk (that
the value of the derivative will be adversely affected by changes in the
market) and credit risk (that the counterparty will not perform according to
the contract terms). To reduce credit risk, the swap contracts require that the
counterparties maintain sufficient credit ratings and provide collateral under
certain circumstances.

The swaps are carried at fair value, which is based upon dealer quotes.
Changes in fair value are recorded directly in policyowners' surplus. Upon
settlement of the swaps, gains or losses are recognized in income.

Capital Gains and Losses

Realized and unrealized capital gains and losses are determined on the specific
identification method. Write-downs of held-to-maturity securities and the
provision for credit losses on mortgage loans and real estate are recorded as
realized losses.

Changes in the fair value of fixed maturity securities available-for-sale and
equity securities are recorded as a separate component of policyowners'
surplus, net of taxes and related adjustments to deferred policy acquisition
costs and unearned policy and contract fees.

Property and Equipment

Property and equipment are carried at cost, net of accumulated depreciation of
$81,962,000 and $75,507,000 at December 31, 1996 and 1995, respectively.
Buildings are depreciated over 40 years and equipment is generally depreciated
over 5 to 10 years. Depreciation expense for the years ended December 31, 1996,
1995 and 1994, was $6,454,000, $5,941,000 and $8,136,000, respectively.

59
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Separate Accounts

Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the exclusive benefit of certain policyowners
and contractholders. The Company receives administrative and investment
advisory fees for services rendered on behalf of these funds. Separate account
assets and liabilities are carried at fair value, based upon the market value
of the investments held in the segregated funds.

The Company periodically invests money in its separate accounts. The market
value of such investments is included with separate account assets and amounted
to $14,882,000 and $13,175,000 as of December 31, 1996 and 1995, respectively.

Policyowner Liabilities

Policy and contract account balances represent the net accumulation of funds
associated with nontraditional life products and deferred annuities. Additions
to the account balances include premiums, deposits and interest credited by the
Company. Decreases in the account balances include surrenders, withdrawals,
benefit payments, and charges assessed for the cost of insurance, policy
administration and surrenders.

Future policy and contract benefits are comprised of reserves for traditional
life, group life, and accident and health products. The reserves were
calculated using the net level premium method based upon assumptions regarding
investment yield, mortality, morbidity, and withdrawal rates determined at the
date of issue, commensurate with the Company's experience. Provision has been
made in certain cases for adverse deviations from these assumptions.

Other policyowner funds are comprised of dividend accumulations, premium
deposit funds and supplementary contracts without life contingencies.

Participating Business

Substantially all of the Company's premium revenues are derived from
participating policies. Dividends and other discretionary payments are declared
by the Board of Trustees based upon actuarial determinations which take into
consideration current mortality, interest earnings, expense factors and federal
income taxes. Dividends are recognized as expenses consistent with the
recognition of premiums.

Income Taxes

Current income taxes are charged to operations based upon amounts estimated to
be payable as a result of taxable operations for the current year. Deferred
income tax assets and liabilities are recognized for the future tax
consequences attributable to the differences between financial statement
carrying amounts and income tax bases of assets and liabilities.

Reinsurance Recoverables

Insurance liabilities are reported before the effects of ceded reinsurance.
Reinsurance recoverables represent amounts due from reinsurers for paid and
unpaid benefits, expense reimbursements, prepaid premiums and future policy
benefits.

60
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3) INVESTMENTS

Net investment income for the years ended December 31 was as follows:
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Fixed maturity securities $433,985 $426,114 $417,698
Equity securities 14,275 8,883 4,485
Mortgage loans 63,865 58,943 49,676
Real estate (475) 497 648
Policy loans 13,828 12,821 11,800
Short-term investments 6,535 6,716 4,262
Other invested assets 4,901 5,168 3,212
-------- -------- --------
Gross investment income 536,914 519,142 491,781
Investment expenses (5,927) (4,095) (5,680)
-------- -------- --------
Total $530,987 $515,047 $486,101
======== ======== ========
</TABLE>

Net realized capital gains (losses) for the years ended December 31 were as
follows:

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Fixed maturity securities $(6,536) $24,025 $(2,528)
Equity securities 57,770 36,374 11,268
Mortgage loans (721) (207) (82)
Real estate 7,088 2,436 3,915
Other invested assets 1,945 4,015 13,196
------- ------- -------
Total $59,546 $66,643 $25,769
======= ======= =======
</TABLE>

Gross realized gains (losses) on the sales of fixed maturity securities and
equity securities for the years ended December 31 were as follows:
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Fixed maturity securities, available-for-sale:
Gross realized gains $ 19,750 $ 34,898 $ 13,375
Gross realized losses (26,286) (10,873) (15,903)
Equity securities:
Gross realized gains 79,982 52,670 21,538
Gross realized losses (22,212) (16,296) (10,270)
</TABLE>

Net unrealized gains (losses) included in policyowners' surplus at December
31 were as follows:

<TABLE>
<CAPTION>
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Gross unrealized gains $314,576 $358,877
Gross unrealized losses (77,337) (13,713)
Adjustment to deferred policy acquisition costs (65,260) (99,732)
Adjustment to unearned policy and contract fees (8,192) (11,665)
Deferred federal income taxes (55,475) (80,515)
-------- --------
Net unrealized gains $108,312 $153,252
======== ========
</TABLE>

61
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3)INVESTMENTS (CONTINUED)

The amortized cost and fair value of investments in marketable securities by
type of investment were as follows:

<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED ---------------- FAIR
COST GAINS LOSSES VALUE
---------- -------- ------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1996
Available-for-sale:
United States government and gov-
ernment agencies and authorities $ 302,820 $ 2,397 $ 6,756 $ 298,461
States, municipalities, and polit-
ical subdivisions 11,296 759 -- 12,055
Foreign governments 1,926 -- 54 1,872
Corporate securities 2,450,126 115,846 19,554 2,546,418
Mortgage-backed securities 1,792,807 64,834 42,365 1,815,276
---------- -------- ------- ----------
Total fixed maturities 4,558,975 183,836 68,729 4,674,082
Equity securities--unaffiliated 353,983 107,172 5,168 455,987
Equity securities--affiliated 75,526 18,284 -- 93,810
---------- -------- ------- ----------
Total equity securities 429,509 125,456 5,168 549,797
---------- -------- ------- ----------
Total available-for-sale 4,988,484 309,292 73,897 5,223,879
Held-to-maturity:
Corporate securities 904,994 50,187 3,130 952,051
Mortgage-backed securities 220,644 7,833 1,416 227,061
---------- -------- ------- ----------
Total held-to-maturity 1,125,638 58,020 4,546 1,179,112
---------- -------- ------- ----------
Total $6,114,122 $367,312 $78,443 $6,402,991
========== ======== ======= ==========
DECEMBER 31, 1995
Available-for-sale:
United States government and gov-
ernment agencies and authorities $ 261,669 $ 10,911 $ 440 $ 272,140
States, municipalities, and polit-
ical subdivisions 26,317 3,262 -- 29,579
Foreign governments 1,704 223 -- 1,927
Corporate securities 2,523,889 169,329 6,098 2,687,120
Mortgage-backed securities 1,711,773 62,510 3,488 1,770,795
---------- -------- ------- ----------
Total fixed maturities 4,525,352 246,235 10,026 4,761,561
Equity securities--unaffiliated 196,355 91,269 1,590 286,034
Equity securities--affiliated 81,199 17,649 -- 98,848
---------- -------- ------- ----------
Total equity securities 277,554 108,918 1,590 384,882
---------- -------- ------- ----------
Total available-for-sale 4,802,906 355,153 11,616 5,146,443
Held-to-maturity:
United States government and gov-
ernment agencies and authorities 250 3 -- 253
States, municipalities, and polit-
ical subdivisions 525 6 -- 531
Corporate securities 953,511 89,962 525 1,042,948
Mortgage-backed securities 226,368 11,540 117 237,791
---------- -------- ------- ----------
Total held-to-maturity 1,180,654 101,511 642 1,281,523
---------- -------- ------- ----------
Total $5,983,560 $456,664 $12,258 $6,427,966
========== ======== ======= ==========
</TABLE>

62
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3)INVESTMENTS (CONTINUED)

The amortized cost and estimated fair value of fixed maturity securities at
December 31, 1996, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION>
AVAILABLE-FOR-SALE HELD-TO-MATURITY
--------------------- ---------------------
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Due in one year or less $ 33,390 $ 33,429 $ 4,889 $ 4,948
Due after one year through five
years 435,040 459,870 163,206 168,527
Due after five years through ten
years 1,383,954 1,429,460 223,848 235,754
Due after ten years 913,784 936,047 513,051 542,822
---------- ---------- ---------- ----------
2,766,168 2,858,806 904,994 952,051
Mortgage-backed securities 1,792,807 1,815,276 220,644 227,061
---------- ---------- ---------- ----------
Total $4,558,975 $4,674,082 $1,125,638 $1,179,112
========== ========== ========== ==========
</TABLE>

At December 31, 1996 and 1995, bonds and certificates of deposit with a
carrying value of $12,934,000 and $15,296,000, respectively, were on deposit
with various regulatory authorities as required by law.

Allowances for credit losses on investments are reflected on the consolidated
balance sheets as a reduction of the related assets and were as follows:

<TABLE>
<CAPTION>
1996 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
Mortgage loans $ 1,895 $ 1,711
Foreclosed real estate 535 400
Investment real estate 2,529 2,565
------- -------
Total $ 4,959 $ 4,676
======= =======
</TABLE>

At December 31, 1996, the recorded investment in mortgage loans that were
considered to be impaired was $6,518,000 before allowance for credit losses.
Included in this amount is $2,225,000 of impaired loans, for which the related
allowance for credit losses is $395,000, and $4,293,000 of impaired loans that,
as a result of adequate fair market value of underlying collateral, do not have
an allowance for credit losses.

At December 31, 1995, the recorded investment in mortgage loans that were
considered to be impaired was $12,232,000 before allowance for credit losses.
Included in this amount is $3,256,000 of impaired loans, for which the related
allowance for credit losses is $211,000, and $8,976,000 of impaired loans that,
as a result of adequate fair market value of underlying collateral, do not have
an allowance for credit losses.

In addition to the allowance for credit losses on impaired mortgage loans, a
general allowance for credit losses was established for potential impairments
in the remainder of the mortgage loan portfolio. The general allowance was
$1,500,000 at December 31, 1996, 1995 and 1994.

Changes in the allowance for credit losses on mortgage loans were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance at beginning of year $1,711 $2,449 $2,412
Provision for credit losses 381 127 622
Charge-offs (197) (865) (585)
------ ------ ------
Balance at end of year $1,895 $1,711 $2,449
====== ====== ======
</TABLE>

63
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3)INVESTMENTS (CONTINUED)

Below is a summary of interest income on impaired mortgage loans.

<TABLE>
<CAPTION>
1996 1995 1994
------ ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Average impaired mortgage loans $9,375 $15,845 $20,236
Interest income on impaired mortgage loans--contractual 1,796 1,590 2,103
Interest income on impaired mortgage loans--collected 1,742 1,515 1,963
</TABLE>

(4) NET FINANCE RECEIVABLES

Finance receivables as of December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Direct installment loans $204,038 $178,262
Retail installment notes 30,843 32,345
Retail revolving credit 24,863 14,864
Credit card receivables 3,541 4,479
Accrued interest 3,404 3,147
-------- --------
Gross receivables 266,689 233,097
Allowance for uncollectible amounts (7,497) (6,377)
-------- --------
Finance receivables, net $259,192 $226,720
======== ========
</TABLE>

Direct installment loans at December 31, 1996 consisted of $93,127,000 of
discount basis loans (net of unearned finance charges) and $110,911,000 of
interest-bearing loans. As of December 31, 1995, discount basis loans amounted
to $92,351,000 and interest-bearing loans amounted to $85,911,000. Direct
installment loans generally have a maximum term of 84 months. Retail
installment notes are principally discount basis, arise from the sale of
household appliances, furniture, and sundry services, and generally have a
maximum term of 48 months. Experience has shown that a substantial portion of
finance receivables will be renewed, converted or paid in full prior to
maturity.

Principal cash collections of direct installment loans amounted to
$92,438,000, $75,865,000 and $70,941,000, and the percentage of these cash
collections to average net balances was 48%, 47% and 55% for the years ended
December 31, 1996, 1995 and 1994, respectively.

Changes in the allowance for uncollectible amounts for the years ended
December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance at beginning of year $ 6,377 $5,360 $4,801
Provision for credit losses 10,086 6,140 4,652
Charge-offs (11,036) (6,585) (5,305)
Recoveries 2,070 1,462 1,212
------- ------ ------
Balance at end of year $ 7,497 $6,377 $5,360
======= ====== ======
</TABLE>

64
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(5) INCOME TAXES

Income tax expense varies from the amount computed by applying the federal
income tax rate of 35% to income from operations before taxes. The significant
components of this difference were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Computed tax expense $69,753 $74,631 $49,781
Differences between
computed and actual tax
expense:
Dividends received
deduction (2,534) (1,710) (1,293)
Special tax on mutual
life insurance
companies 2,760 10,134 9,880
Tax credits (3,475) (1,840) (1,150)
Expense adjustments and
other 2,273 2,159 4,912
------- ------- -------
Total tax expense $68,777 $83,374 $62,130
======= ======= =======
</TABLE>

The tax effects of temporary differences that give rise to the Company's net
deferred federal tax liability were as follows:

<TABLE>
<CAPTION>
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Deferred tax assets:
Policyowner liabilities $ 15,854 $ 22,151
Unearned fee income 43,232 43,576
Pension and post-retirement benefits 21,815 20,187
Tax deferred policy acquisition costs 58,732 47,228
Net realized capital losses 8,275 7,881
Other 19,229 17,997
-------- --------
Gross deferred tax assets 167,137 159,020
Deferred tax liabilities:
Deferred policy acquisition costs 206,331 188,906
Real estate and property and equipment depreciation 10,089 9,049
Basis difference on investments 8,605 7,402
Net unrealized capital gains 81,339 119,604
Other 10,438 7,964
-------- --------
Gross deferred tax liabilities 316,802 332,925
-------- --------
Net deferred tax liability $149,665 $173,905
======== ========
</TABLE>

A valuation allowance for deferred tax assets was not considered necessary as
of December 31, 1996 and 1995, because the Company believes that it is more
likely than not that the deferred tax assets will be realized through future
reversals of existing taxable temporary differences and future taxable income.

Income taxes paid for the years ended December 31, 1996, 1995 and 1994, were
$79,026,000, $64,390,000 and $45,268,000, respectively.

65
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(6) LIABILITY FOR UNPAID ACCIDENT AND HEALTH CLAIMS AND CLAIM ADJUSTMENT
EXPENSES

Activity in the liability for unpaid accident and health claims and claim
adjustment expenses is summarized as follows:

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance at January 1 $377,302 $349,311 $323,304
Less: reinsurance recoverable 80,333 61,624 51,549
-------- -------- --------
Net balance at January 1 296,969 287,687 271,755
-------- -------- --------
Incurred related to:
Current year 134,727 129,896 129,028
Prior years 4,821 (4,014) 860
-------- -------- --------
Total incurred 139,548 125,882 129,888
-------- -------- --------
Paid related to:
Current year 51,695 47,620 46,270
Prior years 70,073 68,980 67,686
-------- -------- --------
Total paid 121,768 116,600 113,956
-------- -------- --------
Net balance at December 31 314,749 296,969 287,687
Plus: reinsurance recoverable 102,161 80,333 61,624
-------- -------- --------
Balance at December 31 $416,910 $377,302 $349,311
======== ======== ========
</TABLE>

The liability for unpaid accident and health claims and claim adjustment
expenses is included in future policy and contract benefits and pending policy
and contract claims on the consolidated balance sheets.

Incurred claims related to prior years are due to the differences between
actual and estimated claims incurred as of the end of the prior year and
interest credited to future policy and contract benefits.

(7) EMPLOYEE BENEFIT PLANS

Pension Plans

The Company has noncontributory defined benefit retirement plans covering
substantially all employees and certain agents. Benefits are based upon years
of participation and the employee's average monthly compensation or the agent's
adjusted annual compensation. Plan assets are comprised of mostly stocks and
bonds which are held in the general and separate accounts of the Company and
administered under group annuity contracts issued by the Company. The Company's
funding policy is to contribute annually the minimum amount required by
applicable regulations. The Company also has an unfunded noncontributory
defined benefit retirement plan which provides certain employees with benefits
in excess of limits for qualified retirement plans.

Net periodic pension cost for the years ended December 31 included the
following components:

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost--benefits earned during the period $ 6,019 $ 5,294 $ 4,880
Interest accrued on projected benefit obligation 8,541 7,935 7,382
Actual return on plan assets (12,619) (18,061) (1,331)
Net amortization and deferral 4,698 11,811 (5,094)
-------- -------- -------
Net periodic pension cost $ 6,639 $ 6,979 $ 5,837
======== ======== =======
</TABLE>

66
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(7) EMPLOYEE BENEFIT PLANS (CONTINUED)

The funded status for the Company's plans as of December 31 was calculated as
follows:

<TABLE>
<CAPTION>
FUNDED PLANS UNFUNDED PLAN
------------------ ----------------
1996 1995 1996 1995
-------- -------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Actuarial present value of benefit ob-
ligations:
Vested benefit obligation $ 61,328 $ 56,428 $ -- $ --
Non-vested benefit obligation 19,119 16,599 5,912 4,539
-------- -------- ------- -------
Accumulated benefit obligation $ 80,447 $ 73,027 $ 5,912 $ 4,539
======== ======== ======= =======
Pension liability included in other li-
abilities:
Projected benefit obligation $117,836 $105,180 $12,576 $10,430
Plan assets at fair value 115,107 102,594 -- --
-------- -------- ------- -------
Plan assets less than projected bene-
fit obligation 2,729 2,586 12,576 10,430
Unrecognized net gain (loss) 3,633 2,095 (2,332) (1,187)
Unrecognized prior service cost (364) (213) -- --
Unamortized transition asset (obliga-
tion) 2,422 2,643 (8,451) (9,219)
Additional minimum liability -- -- 4,119 4,515
-------- -------- ------- -------
Net pension liability $ 8,420 $ 7,111 $ 5,912 $ 4,539
======== ======== ======= =======
</TABLE>

A weighted average discount rate of 7.5% and a weighted average rate of
increase in future compensation levels of 5.8% were used in determining the
actuarial present value of the projected benefit obligation at December 31,
1996 and 1995. The assumed long-term rate of return on plan assets was either
7.5% or 8.5%, depending on the plan.

Profit Sharing Plans

The Company also has profit sharing plans covering substantially all employees
and agents. The Company's contribution rate to the employee plan is determined
annually by the trustees of the Company and is applied to each participant's
prior year earnings. The Company's contribution to the agent plan is made as a
certain percentage, based upon years of service, applied to each agent's total
annual compensation. The Company recognized contributions to the plans during
1996, 1995 and 1994 of $6,092,000, $6,595,000 and $6,866,000, respectively.
Participants may elect to receive a portion of their contributions in cash.

Postretirement Benefits Other than Pensions

The Company also has unfunded postretirement plans that provide certain health
care and life insurance benefits to substantially all retired employees and
agents. Eligibility is determined by age at retirement and years of service
after age 30. Health care premiums are shared with retirees, and other cost-
sharing features include deductibles and co-payments.

Components of net periodic postretirement benefit cost for the years ended
December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost--benefits earned during the period $1,011 $1,276 $1,760
Interest accrued on projected benefit obligation 2,041 2,452 2,298
Amortization of prior service cost (513) (513) (223)
Amortization of net gain (177) -- --
------ ------ ------
Net periodic postretirement benefit cost $2,362 $3,215 $3,835
====== ====== ======
</TABLE>

67
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(7) EMPLOYEE BENEFIT PLANS (CONTINUED)

The accumulated postretirement benefit obligation and the accrued
postretirement benefit liability for the years ended December 31 were as
follows:

<TABLE>
<CAPTION>
1996 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $10,238 $11,875
Other fully eligible plan participants 4,594 5,535
Other active plan participants 9,514 9,809
------- -------
Total accumulated postretirement benefit obligation 24,346 27,219
Unrecognized prior service cost 4,107 4,620
Unrecognized net gain 9,880 4,743
------- -------
Accrued postretirement benefit liability $38,333 $36,582
======= =======
</TABLE>

The discount rate used in determining the accumulated postretirement benefit
obligation for 1996 and 1995 was 7.5%. The 1996 net health care cost trend rate
was 9.0%, graded to 5.5% over 7 years, and the 1995 rate was 11.0%, graded to
5.5% over 11 years.

The assumptions presented herein are based on pertinent information available
to management as of December 31, 1996 and 1995. Actual results could differ
from those estimates and assumptions. For example, increasing the assumed
health care cost trend rates by one percentage point in each year would
increase the postretirement benefit obligation as of December 31, 1996 by
$4,262,000 and the estimated eligibility cost and interest cost components of
net periodic postretirement benefit costs for 1996 by $583,000.

(8) REINSURANCE

In the normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
reinsurance to other insurance companies. To the extent that a reinsurer is
unable to meet its obligations under the reinsurance agreement, the Company
remains liable. The Company evaluates the financial condition of its reinsurers
and monitors concentrations of credit risk to minimize its exposure to
significant losses from reinsurer insolvencies.

Reinsurance is accounted for over the life of the underlying reinsured
policies using assumptions consistent with those used to account for the
underlying policies.

The effect of reinsurance on premiums for the years ended December 31 was as
follows:

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Direct premiums $615,098 $600,841 $558,066
Reinsurance assumed 64,489 64,792 60,939
Reinsurance ceded (67,228) (61,863) (56,987)
-------- -------- --------
Net premiums $612,359 $603,770 $562,018
======== ======== ========
</TABLE>

Reinsurance recoveries on ceded reinsurance contracts were $72,330,000,
$58,338,000 and $60,970,000 during 1996, 1995 and 1994, respectively.

68
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(9) FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of the Company's financial instruments has been
determined using available market information as of December 31, 1996 and 1995.
Although management is not aware of any factors that would significantly affect
the estimated fair values, such amounts have not been comprehensively revalued
since those dates. Therefore, estimates of fair value subsequent to the
valuation dates may differ significantly from the amounts presented herein.
Considerable judgment is required to interpret market data to develop the
estimates of fair value. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair value
amounts.

Please refer to Note 2 for additional fair value disclosures concerning fixed
maturity securities, equity securities, mortgages and derivatives. The carrying
amounts for policy loans, cash, short term investments and finance receivables
approximate the assets' fair values.

The interest rates on the finance receivables outstanding as of December 31,
1996 and 1995, are consistent with the rates at which loans would currently be
made to borrowers of similar credit quality and for the same maturity; as such,
the carrying value of the finance receivables outstanding as of December 31,
1996 and 1995, approximate the fair value for those respective dates.

The fair values of deferred annuities, annuity certain contracts, and other
fund deposits, which have guaranteed interest rates and surrender charges, are
estimated to be the amount payable on demand as of December 31, 1996 and 1995.
The amount payable on demand equates to the account balance less applicable
surrender charges. Contracts without guaranteed interest rates and surrender
charges have fair values equal to their accumulation values plus applicable
market value adjustments. The fair values of guaranteed investment contracts
and supplementary contracts without life contingencies are calculated using
discounted cash flows, based on interest rates currently offered for similar
products with maturities consistent with those remaining for the contracts
being valued.

Rates currently available to the Company for debt with similar terms and
remaining maturities are used to estimate the fair value of notes payable.

The carrying amounts and fair values of the Company's financial instruments
which were classified as assets as of December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995
--------------------- ---------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Fixed maturity securities:
Available-for-sale $4,674,082 $4,674,082 $4,761,561 $4,761,561
Held-to-maturity 1,125,638 1,179,112 1,180,654 1,281,523
Equity securities 549,797 549,797 384,882 384,882
Mortgage loans:
Commercial 432,198 445,976 373,897 391,089
Residential 176,610 180,736 234,640 239,723
Policy loans 204,178 204,178 198,716 198,716
Short-term investments 122,772 122,772 72,841 72,841
Cash 57,140 57,140 48,358 48,358
Finance receivables, net 259,192 259,192 226,720 226,720
Derivatives 1,197 1,197 -- --
---------- ---------- ---------- ----------
Total financial assets $7,602,804 $7,674,182 $7,482,269 $7,605,413
========== ========== ========== ==========
</TABLE>

69
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(9) FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying amounts and fair values of the Company's financial instruments
which were classified as liabilities as of December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995
--------------------- ---------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Deferred annuities $2,178,355 $2,152,636 $2,178,223 $2,156,886
Annuity certain contracts 52,636 53,962 48,492 50,732
Other fund deposits 808,592 805,709 856,535 847,975
Guaranteed investment contracts 18,770 18,866 47,426 47,987
Supplementary contracts without
life contingencies 47,966 47,536 41,431 39,962
Notes payable 319,000 325,974 279,967 294,103
---------- ---------- ---------- ----------
Total financial liabilities $3,425,319 $3,404,683 $3,452,074 $3,437,645
========== ========== ========== ==========
</TABLE>

(10) NOTES PAYABLE

In September 1995, the Company issued surplus notes with a face value of
$125,000,000, at 8.25%, due in 2025. The surplus notes are subordinate to all
current and future policyowners' interests, including claims, and indebtedness
of the Company. All payments of interest and principal on the notes are subject
to the approval of the Department of Commerce. The approved accrued interest
was $3,008,000 as of December 31, 1996 and 1995. The issuance costs of
$1,403,000 are deferred and amortized over 30 years on a straight-line basis.

Notes payable as of December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Corporate--surplus notes, 8.25%, 2025 $125,000 $124,967
Consumer finance subsidiary--senior, 6.53%--8.77%, through
2003 194,000 155,000
-------- --------
Total notes payable $319,000 $279,967
======== ========
</TABLE>

At December 31, 1996, the aggregate minimum annual notes payable maturities
for the next five years were as follows: 1997, $21,000,000; 1998, $31,000,000;
1999, $49,000,000; 2000, $33,000,000; 2001, $26,000,000.

Long-term borrowing agreements involving the consumer finance subsidiary
include provisions with respect to borrowing limitations, payment of cash
dividends on or purchases of common stock, and maintenance of liquid net worth.
As of December 31, 1996, the consumer finance subsidiary was required to have a
minimum liquid net worth of $41,354,000. Liquid net worth at that date was
$51,803,000.

Interest paid on debt for the years ended December 31, 1996, 1995 and 1994,
was $21,849,000, $6,504,000 and $5,378,000, respectively.

(11) COMMITMENTS AND CONTINGENCIES

The Company is involved in various pending or threatened legal proceedings
arising out of the normal course of business. In the opinion of management, the
ultimate resolution of such litigation will not have a material adverse effect
on operations or the financial position of the Company.

The Company has issued certain participating group annuity and life insurance
contracts jointly with another life insurance company. The joint contract
issuer has liabilities related to these contracts of

70
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(11) COMMITMENTS AND CONTINGENCIES (CONTINUED)

$328,346,000 as of December 31, 1996. To the extent the joint contract issuer
is unable to meet its obligation under the agreement, the Company remains
liable.

The Company has long-term commitments to fund venture capital and real estate
investments totaling $142,469,000 as of December 31, 1996. The Company
estimates that $35,000,000 of these commitments will be invested in 1997, with
the remaining $107,469,000 invested over the next four years.

As of December 31, 1996, the Company had committed to purchase bonds and
mortgage loans totaling $74,123,000 but had not completed the purchase
transactions.

At December 31, 1996, the Company had guaranteed the payment of $68,700,000
in policyowner dividends and discretionary amounts payable in 1997. The Company
has pledged bonds, valued at $70,336,000, to secure this guarantee.

The Company is contingently liable under state regulatory requirements for
possible assessments pertaining to future insolvencies and impairments of
unaffiliated insurance companies. The Company records a liability for future
guaranty fund assessments based upon known insolvencies, according to data
received from the National Organization of Life and Health Insurance Guaranty
Associations. An asset is held for the amount of guaranty fund assessments paid
which can be recovered through future premium tax credits.

(12) STATUTORY FINANCIAL DATA

Statutory accounting is primarily focused on solvency and surplus adequacy.
Therefore, fundamental differences exist between statutory and GAAP accounting,
and their effects on income and policyowners' surplus are illustrated below:

<TABLE>
<CAPTION>
POLICYOWNERS' SURPLUS NET INCOME
---------------------- ----------------------------
1996 1995 1996 1995 1994
---------- ---------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Statutory basis $ 682,886 $ 601,565 $115,797 $ 88,706 $ 65,123
Adjustments:
Deferred policy acquisi-
tion costs 589,517 539,732 15,312 29,822 43,974
Net unrealized invest-
ment gains 111,575 235,143 -- -- --
Statutory asset valua-
tion reserve 240,474 201,721 -- -- --
Statutory interest main-
tenance reserve 24,707 32,899 (8,192) 12,976 (4,426)
Premiums and fees de-
ferred or receivable (75,716) (77,444) 1,587 497 (2,310)
Change in reserve basis 98,406 77,464 20,114 12,382 (1,444)
Separate accounts (40,755) (36,010) (6,304) (854) (5,837)
Unearned policy and con-
tract fees (121,843) (122,786) (2,530) (4,410) (10,406)
Surplus notes (125,000) (124,967) -- -- --
Net deferred taxes (149,665) (173,905) 744 (11,995) 1,511
Nonadmitted assets 31,531 28,211 -- -- --
Policyowner dividends 57,765 57,263 502 4,660 2,446
Other (25,454) (26,036) (6,512) (1,925) (8,528)
---------- ---------- -------- -------- --------
As reported in the
accompanying
consolidated
financial statements $1,298,428 $1,212,850 $130,518 $129,859 $ 80,103
========== ========== ======== ======== ========
</TABLE>

71
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE I

SUMMARY OF INVESTMENTS--OTHER THAN INVESTMENTS IN RELATED PARTIES

DECEMBER 31, 1996

<TABLE>
<CAPTION>
AS SHOWN
MARKET ON THE BALANCE
TYPE OF INVESTMENT COST(3) VALUE SHEET(1)
- ------------------ ---------- ---------- --------------
(IN THOUSANDS)
<S> <C> <C> <C>
Bonds:
United States government and government
agencies and authorities $ 302,820 $ 298,461 $ 298,461
States, municipalities and political
subdivisions 11,296 12,055 12,055
Foreign governments 1,926 1,872 1,872
Public utilities 547,228 590,445 573,030
Mortgage-backed securities 2,013,451 2,042,337 2,035,920
All other corporate bonds 2,807,892 2,908,024 2,878,382
---------- ---------- ----------
Total bonds 5,684,613 5,853,194 5,799,720
---------- ---------- ----------
Equity securities:
Common stocks:
Public utilities 510 611 611
Banks, trusts and insurance companies 12,824 21,484 21,484
Industrial, miscellaneous and all
other 329,792 422,401 422,401
Nonredeemable preferred stocks 10,857 11,491 11,491
---------- ---------- ----------
Total equity securities 353,983 455,987 455,987
---------- ---------- ----------
Mortgage loans on real estate 608,808 xxxxxx 608,808
Real estate (2) 43,082 xxxxxx 43,082
Policy loans 204,178 xxxxxx 204,178
Other long-term investments 98,247 xxxxxx 98,247
Short-term investments 122,772 xxxxxx 122,772
---------- ----------
Total $1,077,087 xxxxxx $1,077,087
---------- ----------
Total investments $7,115,683 xxxxxx $7,332,794
========== ==========
</TABLE>
- -------

(1) Amortized cost for bonds classified as held-to-maturity and fair value for
common stocks and bonds classified as available-for-sale.

(2) The carrying value of real estate acquired in satisfaction of indebtedness
is $1,810,000.

(3) Original cost for equity securities and original cost reduced by repayments
and adjusted for amortization of premiums or accrual of discounts for bonds
and other investments.

72
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION

(IN THOUSANDS)

<TABLE>
<CAPTION>
AS OF DECEMBER 31, FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------- ------------------------------------------------------------
FUTURE POLICY AMORTIZATION
DEFERRED BENEFITS OTHER POLICY BENEFITS, OF DEFERRED
POLICY LOSSES, CLAIMS CLAIMS AND NET CLAIMS, LOSSES POLICY OTHER
ACQUISITION AND SETTLEMENT UNEARNED BENEFITS PREMIUM INVESTMENT AND SETTLEMENT ACQUISITION OPERATING
SEGMENT COSTS EXPENSES(1) PREMIUMS(2) PAYABLE REVENUE(3) INCOME EXPENSES COSTS EXPENSES
- ------- ----------- -------------- ----------- ------------ ---------- ---------- -------------- ------------ ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996:
Life insurance $456,461 $2,123,148 $149,152 $51,772 $568,874 $223,762 $478,228 $ 97,386 $290,525
Accident and
health insurance 62,407 437,118 33,770 18,774 160,097 34,202 96,743 14,017 87,222
Annuity 70,649 3,360,614 -- 31 79,245 267,473 243,387 14,575 111,366
Property and
liability
insurance -- 27,855 24,189 -- 50,109 5,550 36,933 -- 19,033
-------- ---------- -------- ------- -------- -------- -------- -------- --------
$589,517 $5,948,735 $207,111 $70,577 $858,325 $530,987 $855,291 $125,978 $508,146
======== ========== ======== ======= ======== ======== ======== ======== ========
1995:
Life insurance $430,829 $2,009,154 $151,864 $41,212 $540,353 $203,487 $454,299 $ 80,896 $266,090
Accident and
health insurance 55,888 400,950 34,847 14,567 153,505 33,358 93,482 11,448 83,345
Annuity 53,015 3,401,760 -- 33 74,899 272,499 260,854 12,596 86,716
Property and
liability
insurance -- 30,117 23,783 -- 49,216 5,703 33,563 -- 18,090
-------- ---------- -------- ------- -------- -------- -------- -------- --------
$539,732 $5,841,981 $210,494 $55,812 $817,973 $515,047 $842,198 $104,940 $454,241
======== ========== ======== ======= ======== ======== ======== ======== ========
1994:
Life insurance $510,117 $1,867,170 $133,221 $47,099 $505,300 $192,141 $443,233 $ 59,351 $245,791
Accident and
health insurance 46,506 352,955 36,529 17,142 136,619 30,119 93,359 12,401 75,380
Annuity 92,664 3,263,042 -- 12 60,479 258,196 238,301 14,725 79,498
Property and
liability
insurance -- 32,807 21,865 -- 47,735 5,645 33,829 -- 18,717
-------- ---------- -------- ------- -------- -------- -------- -------- --------
$649,287 $5,515,974 $191,615 $64,253 $750,133 $486,101 $808,722 $ 86,477 $419,386
======== ========== ======== ======= ======== ======== ======== ======== ========
<CAPTION>

FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
PREMIUMS
SEGMENT WRITTEN(4)
- ------- ----------
(IN THOUSANDS)
<S> <C>
1996:
Life insurance
Accident and
health insurance
Annuity
Property and
liability
insurance 50,515
-------
$50,515
=======
1995:
Life insurance
Accident and
health insurance
Annuity
Property and
liability
insurance 51,133
-------
$51,133
=======
1994:
Life insurance
Accident and
health insurance
Annuity
Property and
liability
insurance 47,073
-------
$47,073
=======

</TABLE>
- -----

(1) Includes policy and contract account balances

(2) Includes unearned policy and contract fees

(3) Includes policy and contract fees

(4) Applies only to property and liability insurance

73
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE IV

REINSURANCE

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
OTHER FROM OTHER NET ASSUMED TO
GROSS AMOUNT COMPANIES COMPANIES AMOUNT NET
------------ ----------- ----------- ------------ ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
1996:
Life insurance in force $116,445,975 $15,164,764 $22,957,287 $124,238,498 18.5%
============ =========== =========== ============
Premiums:
Life insurance $ 347,056 $ 45,988 $ 63,044 $ 364,112 17.3%
Accident and health
insurance 174,219 15,511 1,389 160,097 0.9%
Annuity 38,041 -- -- 38,041 --
Property and liability
insurance 55,782 5,729 56 50,109 0.1%
------------ ----------- ----------- ------------
Total premiums $ 615,098 $ 67,228 $ 64,489 $ 612,359 10.5%
============ =========== =========== ============
1995:
Life insurance in force $106,228,277 $15,620,303 $24,289,241 $114,897,215 21.1%
============ =========== =========== ============
Premiums:
Life insurance $ 342,433 $ 44,778 $ 62,169 $ 359,824 17.3%
Accident and health
insurance 163,412 12,296 2,389 153,505 1.6%
Annuity 41,225 -- -- 41,225 --
Property and liability
insurance 53,771 4,789 234 49,216 0.5%
------------ ----------- ----------- ------------
Total premiums $ 600,841 $ 61,863 $ 64,792 $ 603,770 10.7%
============ =========== =========== ============
1994:
Life insurance in force $ 99,220,067 $13,570,369 $23,520,616 $109,170,314 21.5%
============ =========== =========== ============
Premiums:
Life insurance $ 322,799 $ 38,088 $ 59,064 $ 343,775 17.2%
Accident and health
insurance 145,333 10,007 1,293 136,619 0.9%
Annuity 33,889 -- -- 33,889 --
Property and liability
insurance 56,045 8,892 582 47,735 1.2%
------------ ----------- ----------- ------------
Total premiums $ 558,066 $ 56,987 $ 60,939 $ 562,018 10.8%
============ =========== =========== ============
</TABLE>

<PAGE>

PART C

OTHER INFORMATION

<PAGE>

Minnesota Mutual Variable Fund D

Cross Reference Sheet to Other Information

Form N-4

Item Number

24. Financial Statements and Exhibits

25. Directors and Officers of the Depositor

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

27. Number of Contract Owners

28. Indemnification

29. Principal Underwriters

30. Location of Accounts and Records

31. Management Services

32. Undertakings

<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Audited Financial Statements of Minnesota Mutual Variable Fund D and
The Minnesota Mutual Life Insurance Company for the period ended
December 31, 1996, are included in Part B of this filing and consist of
the following:

1. Independent Auditors' Report - Minnesota Mutual Variable Fund D

2. Statements of Assets and Liabilities - Minnesota Mutual Variable
Fund D

3. Statements of Operations - Minnesota Mutual Variable Fund D

4. Statements of Changes in Net Assets - Minnesota Mutual Variable
Fund D

5. Notes to Financial Statements - Minnesota Mutual Variable Fund D

6. Independent Auditors' Report - The Minnesota Mutual Life Insurance
Company

7. Balance Sheets - The Minnesota Mutual Life Insurance Company

8. Statements of Operations and Policyowners' Surplus - The Minnesota
Mutual Life Insurance Company

9. Statements of Cash Flows - The Minnesota Mutual Life Insurance
Company

10. Notes to Financial Statements - The Minnesota Mutual Life Insurance
Company

11. Summary of Investments-Other than Investments in Related Parties -
The Minnesota Mutual Life Insurance Company

12. Supplementary Insurance Information - The Minnesota Mutual Life
Insurance Company

13. Reinsurance - The Minnesota Mutual Life Insurance Company

14. Short-term Borrowings - The Minnesota Mutual Life Insurance Company

(b) Exhibits

1. The Resolution of The Minnesota Mutual Life Insurance Company's
Board of Trustees establishing Minnesota Mutual Variable Fund D.

2. Not applicable.

3. Distribution Agreement dated July 10, 1990.

<PAGE>

4. (a) The specimen copy of the Individual Accumulation Annuity
Contract, form number 16105 Rev. 3-70

(b) The specimen copy of the Group Deposit Administration contract,
form 16107 Rev. 3-70

(d) The specimen copy of the Certificate of Participation, form
number 17167 Rev. 4-70

(e) H.R. 10 Agreement, form number 83-9057

(f) IRA Agreement, form number 83-9058 Rev. 3-1997

(g) Tax-Sheltered Annuity Amendment, form number 88-9213

(h) Endorsement 90-9242, to be used with Individual Accumulation
Annuity Contract

(i) Endorsement 90-9241, to be used with Group Accumulation Annuity
Contract and Group Deposit Administration Contract

5. Application, form number 84-9075 Rev. 6-90

6. (a) The Charter of The Minnesota Mutual Life Insurance Company

(b) The Bylaws of The Minnesota Mutual Life Insurance Company

7. Not applicable.

8. The Agreement and Plan of Reorganization

9. Opinion and Consent of Donald F. Gruber, Esq.

10. (a) Consent of KPMG Peat Marwick LLP.

(b) The Minnesota Mutual Life Insurance Company Board of Trustees'
Power of Attorney to Sign Registration Statement, previously
filed as this exhibit to Registrant's Form N-4, Post-Effective
Amendment Number 47, File Number 2-29624 is hereby incorporated
by reference.

<PAGE>

11. Not applicable.

12. Not applicable.

13. (a) Growth Sub-Account Performance Calculations.

(b) Bond Sub-Account Performance Calculations.

(d) Asset Allocation Sub-Account Performance Calculations.

(e) Mortgage Securities Sub-Account Performance Calculations.

(f) Index 500 Sub-Account Performance Calculations.

(g) Small Company Sub-Account Performance Calculations.

14. (a) Financial Data Schedule - MIMLIC Growth Sub-Account.

(b) Financial Data Schedule - MIMLIC Bond Sub-Account.

(d) Financial Data Schedule - MIMLIC Asset Allocation Sub-Account.

(e) Financial Data Schedule - MIMLIC Mortgage Sub-Account.

(f) Financial Data Schedule - MIMLIC Index 500 Sub-Account.

(g) Financial Data Schedule - MIMLIC Small Company Sub-Account.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and Principal Positions and Offices Positions and Offices
Business Address with Insurance Company with Registrant
- ------------------ ---------------------- ---------------------

Giulio Agostini Trustee None
3M
3M Center - Executive
220-14W-08
St. Paul, MN 55144-1000

Anthony L. Andersen Trustee None
H. B. Fuller Company
2424 Territorial Road
St. Paul, MN 55114

John F. Bruder Senior Vice President None
The Minnesota Mutual Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Keith M. Campbell Vice President None
The Minnesota Mutual Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Paul H. Gooding Vice President and None
The Minnesota Mutual Life Treasurer
Insurance Company
400 Robert Street North
St. Paul, MN 55101

John F. Grundhofer Trustee None
First Bank System, Inc.
601 2nd Avenue South
Suite 2900
Minneapolis, MN 55402-4302

<PAGE>

Harold V. Haverty Trustee None
Deluxe Corporation
401 Woodduck Lane
North Oaks, MN 55127

Robert E. Hunstad Executive Vice President None
The Minnesota Mutual Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

James E. Johnson Senior Vice President None
The Minnesota Mutual Life and Actuary
Insurance Company
400 Robert Street North
St. Paul, MN 55101

David S. Kidwell, Ph.D. Trustee None
The Curtis L. Carlson
School of Management
University of Minnesota
271 19th Avenue South
Minneapolis, MN 55455

Reatha C. King, Ph.D. Trustee None
General Mills Foundation
P. O. Box 1113
Minneapolis, MN 55440

Richard D. Lee Vice President None
The Minnesota Mutual Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Joel W. Mahle Vice President None
The Minnesota Mutual Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Dennis E. Prohofsky Senior Vice President, None
The Minnesota Mutual Life General Counsel and
Insurance Company Secretary
400 Robert Street North
St. Paul, MN 55101

Thomas E. Rohricht Trustee None
Doherty, Rumble & Butler
Professional Association
2800 Minnesota World
Trade Center
30 East Seventh Street
St. Paul, MN 55101-4999

Terry Tinson Saario, Ph.D. Trustee None
3141 Dean Court #1202
Minneapolis, MN 55416

Robert L. Senkler Chairman, President and None
The Minnesota Mutual Life Chief Executive Officer
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Michael E. Shannon Trustee None
Ecolab, Inc.
370 Wabasha Street
Ecolab Center
St. Paul, MN 55102

Gregory S. Strong Vice President and None
The Minnesota Mutual Life Actuary
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Terrence M. Sullivan Senior Vice President None
The Minnesota Mutual Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

<PAGE>

Randy F. Wallake Senior Vice President None
The Minnesota Mutual Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Frederick T. Weyerhaeuser Trustee None
Clearwater Investment
Trust
332 Minnesota Street
Suite W-2090
St. Paul, MN 55101-1308

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

Wholly-owned subsidiaries of The Minnesota Mutual Life Insurance Company:

MIMLIC Asset Management Company
The Ministers Life Insurance Company
MIMLIC Corporation
Minnesota Fire and Casualty Company
Northstar Life Insurance Company (New York)
Robert Street Energy, Inc.

Open-end registered investment company offering shares solely to separate
accounts of The Minnesota Mutual Life Insurance Company and Northstar Life
Insurance Company:

Advantus Series Fund, Inc.

Wholly-owned subsidiaries of MIMLIC Asset Management Company:

MIMLIC Sales Corporation
Advantus Capital Management, Inc.

Wholly-owned subsidiaries of MIMLIC Corporation:

DataPlan Securities, Inc. (Ohio)
MIMLIC Imperial Corporation
MIMLIC Funding, Inc.
MIMLIC Venture Corporation
Personal Finance Company (Delaware)
Wedgewood Valley Golf, Inc.
Ministers Life Resources, Inc.
Enterprise Holding Corporation
HomePlus Insurance Agency, Inc.
MCM Funding 1997-1, Inc.

Wholly-owned subsidiaries of Enterprise Holding Corporation:

Oakleaf Service Corporation
Lafayette Litho, Inc.
Financial Ink Corporation
Concepts in Marketing Research Corporation
Concepts in Marketing Services Corporation

Wholly-owned subsidiary of Minnesota Fire and Casualty Company:

HomePlus Insurance Company

Majority-owned subsidiaries of MIMLIC Imperial Corporation:

J. H. Shoemaker Advisory Corporation (Tennessee)
Consolidated Capital Advisors, Inc. (Tennessee)

Majority-owned subsidiary of MIMLIC Sales Corporation:

MIMLIC Insurance Agency of Ohio, Inc. (Ohio)

<PAGE>

Fifty percent-owned subsidiary of MIMLIC Imperial Corporation:

C.R.I. Securities, Inc.

Majority-owned subsidiaries of The Minnesota Mutual Life Insurance Company:

MIMLIC Life Insurance Company (Arizona)
MIMLIC Cash Fund, Inc.
Advantus Cornerstone Fund, Inc.
Advantus Enterprise Fund, Inc.
Advantus International Balanced Fund, Inc.
Advantus Venture Fund, Inc.
Advantus Index 500 Fund, Inc.

Less than majority-owned, but greater than 25% owned, subsidiaries of The
Minnesota Mutual Life Insurance Company:

Advantus Horizon Fund, Inc.
Advantus Money Market Fund, Inc.

Less than 25% owned subsidiaries of The Minnesota Mutual Life Insurance
Company:

Advantus Spectrum Fund, Inc.
Advantus Mortgage Securities Fund, Inc.
Advantus Bond Fund, Inc.

Unless indicated otherwise, parenthetically, each of the above
corporations is a Minnesota corporation.

ITEM 27. NUMBER OF CONTRACT OWNERS

As of December 31, 1996, the number of holders of securities of the Registrant
were as follows:

Number of Record
Title of Class Holders
-------------- ----------------

Variable Annuity Contracts 4,757

ITEM 28. INDEMNIFICATION

The State of Minnesota has an indemnification statute, found at Minnesota
Statutes 300.083, as amended, effective January 1, 1984, which requires
indemnification of individuals only under the circumstances described by the
statute. Expenses incurred in the defense of any action, including
attorneys' fees, may be advanced to the individual after written request by
the board of directors upon receiving an undertaking from the individual to
repay any amount advanced unless it is ultimately determined that he is
entitled to be indemnified by the corporation as authorized by the statute
and after a determination that the facts then known to those making the
determination would not preclude indemnification.

Indemnification is required for persons made a part to a proceeding by reason
of their official capacity so long as they acted in good faith, received no
improper personal benefit and have not been indemnified by another
organization. In the case of a criminal proceeding, they must also have had
no reasonable cause to believe the conduct was unlawful. In respect to other
acts arising out of official capacity: (1) where the person is acting
directly for the corporation there must be a reasonable belief by the person

<PAGE>

that his or her conduct was in the best interests of the corporation or; (2)
where the person is serving another organization or plan at the request of
the corporation, the person must have reasonably believed that his or her
conduct was not opposed to the best interests of the corporation. In the
case of persons not directors, officers or policy-making employees,
determination of eligibility for indemnification may be made by a
board-appointed committee of which a director is a member. For other
employees, directors and officers, the determination of eligibility is made
by the Board or a committee of the Board, special legal counsel, the
shareholder of the corporation or pursuant to a judicial proceeding.

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

ITEM 29. PRINCIPAL UNDERWRITERS

(a) The principal underwriter is MIMLIC Sales Corporation. MIMLIC Sales
Corporation is also the principal underwriter for eleven mutual funds
(Advantus Horizon Fund, Inc., Advantus Spectrum Fund, Inc., Advantus
Money Market Fund, Inc., Advantus Mortgage Securities Fund, Inc.,
Advantus Bond Fund, Inc., Advantus Cornerstone Fund, Inc., Advantus
Enterprise Fund, Inc., Advantus International Balanced Fund, Inc.,
Advantus Venture Fund, Inc., Advantus Index 500 Fund, Inc., and
MIMLIC Cash Fund, Inc.) and for four additional registered separate
accounts of The Minnesota Mutual Life Insurance Company, all of which
offer annuity contracts and life insurance policies on a variable
basis.

(b) Directors and officers of the Underwriter.

DIRECTORS AND OFFICERS

Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Depositor
- ------------------ --------------------- ---------------------
Robert E. Hunstad Chairman of the Board Executive Vice President
400 Robert Street North
St. Paul, Minnesota 55101

<PAGE>

George I. Connolly President, Chief Director, Broker-Dealer
400 Robert Street North Executive Officer and
St. Paul, Minnesota 55101 Director

Margaret Milosevich Vice President, Chief Manager
400 Robert Street North Operations Officer and
St. Paul, Minnesota 55101 Treasurer

Dennis E. Prohofsky Secretary and Director Senior Vice President,
400 Robert Street North General Counsel and
St. Paul, Minnesota 55101 Secretary

Thomas L. Clark Assistant Treasurer Compliance Analyst
400 Robert Street North
St. Paul, Minnesota 55101

Margaret A. Berg Assistant Secretary Manager
400 Robert Street North
St. Paul, Minnesota 55101

(c) All commission and other compensation received by each principal
underwriter, directly or indirectly, from the Registrant during the
Registrant's last fiscal year:

Name of Net Underwriting Compensation on
Principal Discounts and Redemption or Brokerage Other
Underwriter Commissions Annuitization Commissions Compensation
- ----------- ---------------- ---------------- ----------- ------------

MIMLIC Sales
Corporation $109,175*

*Note: Amounts paid by Minnesota Mutual for payment to the underwriter for
1995 includes payments made by it on behalf of the underwriter as a
ministerial service pursuant to the principles described in Release No.
34-8389 (September 13, 1968).

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules promulgated thereunder are in the physical
possession of The Minnesota Mutual Life Insurance Company, St. Paul, Minnesota
55101-2098.

ITEM 31. MANAGEMENT SERVICES

None.

ITEM 32. UNDERTAKINGS

(a) The Undertaking made as Item 37(b) to Registrant's Form N-3, File
Number 2-29624, Post-Effective Amendment Number 36, is hereby
incorporated by reference.

(b) The Undertaking made as Item 37(c) to Registrant's Form N-3, File
Number 2-29624, Post-Effective Amendment Number 36, is hereby
incorporated by reference.

(c) The undertaking made as Item 37(d) to Registrant's Form N-3, File
Number 2-29624, Post-Effective Amendment Number 36, is hereby
incorporated by reference.

(d) The Minnesota Mutual Life Insurance Company hereby represents that, as
to the variable annuity policies which are the subject of this
Registration Statement, File No. 2-29624, 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 Minnesota Mutual Life Insurance Company.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the Investment
Company Act of 1940, the Registrant, Minnesota Mutual Variable Fund D
certifies that it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this Amendment to the Registration Statement and has duly
caused this amendment to the Registration Statement to be signed on its behalf
by the Undersigned, thereunto duly authorized, in the City of Saint Paul, and
State of Minnesota, on the 23rd day of April, 1997.

MINNESOTA MUTUAL VARIABLE FUND D
(Registrant)

By: THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
(Depositor)

By _______________________________________________
Robert L. Senkler
Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, the Depositor, The
Minnesota Mutual Life Insurance Company, has duly caused this amendment to the
Registration Statement to be signed on its behalf by the Undersigned, thereunto
duly authorized, in the City of Saint Paul, and State of Minnesota, on the 23rd
day of April, 1997.

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

By _______________________________________________
Robert L. Senkler
Chairman, President and Chief Executive Officer

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this amendment to
the Registration Statement has been signed below by the following persons in
their capacities with the Depositor and on the date indicated.

Signature Title Date
--------- ----- ----

* Chairman,
- ------------------------ President and
Robert L. Senkler Chief Executive
Officer

* Trustee
- ------------------------
Giulio Agostini

* Trustee
- ------------------------
Anthony L. Andersen

* Trustee
- ------------------------
John F. Grundhofer

* Trustee
- ------------------------
Harold V. Haverty

* Trustee
- ------------------------
David S. Kidwell, Ph.D.

* Trustee
- ------------------------
Reatha C. King, Ph.D.

* Trustee
- ------------------------
Thomas E. Rohricht

* Trustee
- ------------------------
Terry N. Saario, Ph.D.

* Trustee
- ------------------------
Michael E. Shannon

* Trustee
- ------------------------
Frederick T. Weyerhaeuser

- ------------------------ Vice President April 23, 1997
Paul H. Gooding and Treasurer
(chief financial officer)

- ------------------------ Vice President April 23, 1997
Gregory S. Strong (chief accounting officer)

- ------------------------ Attorney-in-Fact April 23, 1997
*By Dennis E. Prohofsky

* Pursuant to power of attorney dated February 12, 1996, previously filed
as Exhibit 10(b) to this Registration Statement.

<PAGE>

EXHIBIT INDEX

Exhibit Number Description of Exhibit
- -------------- ----------------------
1. The Resolution of the Minnesota Mutual Life Insurance
Company's Board of Trustees establishing Minnesota
Mutual Variable Fund D

3. Distribution Agreement dated July 10, 1990

4. (a) The specimen copy of the Individual Accumulation
Annuity Contract, form number 16105 Rev. 3-70

(b) The specimen copy of the Group Deposit Administration
contract, form 16107 Rev. 3-70

(d) The specimen copy of the Certificate of Participation,
form number 17167 Rev. 4-70

(e) H.R. 10 Agreement, form number 83-9057

(f) IRA Agreement, form number 83-9058 Rev. 3-1997

(g) Tax-Sheltered Annuity Amendment, form number 88-9213

(h) Endorsement 90-9242, to be used with Individual
Accumulation Annuity Contract

(i) Endorsement 90-9241, to be used with Group Accumulation
Annuity Contract and Group Deposit Administration
Contract

5. Application, form number 84-9075 Rev. 6-90

6. (a) The Charter of The Minnesota Mutual Life Insurance
Company

(b) The Bylaws of The Minnesota Mutual Life Insurance
Company

8. The Agreement and Plan of Reorganization

9. Opinion and Consent of Donald F. Gruber, Esq.

10. (a) Consent of KPMG Peat Marwick LLP.

13. (a) Growth Sub-Account Performance Calculations

(b) Bond Sub-Account Performance Calculations

(d) Asset Allocation Sub-Account Performance Calculations

(e) Mortgage Securities Sub-Account Performance Calculations

(f) Index 500 Sub-Account Performance Calculations

(g) Small Company Sub-Account Performance Calculations

14. (a) Financial Data Schedule - MIMLIC Growth Sub-Account

(b) Financial Data Schedule - MIMLIC Bond Sub-Account

(d) Financial Data Schedule - MIMLIC Asset Allocation
Sub-Account

(e) Financial Data Schedule - MIMLIC Mortgage Sub-Account

(f) Financial Data Schedule - MIMLIC Index 500 Sub-Account

(g) Financial Data Schedule - MIMLIC Small Company
Sub-Account

<PAGE>
CERTIFICATE OF SECRETARY

I Robert J. Hasling, hereby certify that I am the Secretary of The Minnesota
Mutual Life Insurance Company, Saint Paul, Minnesota; that I have charge,
custody and control of the record books and corporate seal of said Company; and
that the attached is a true and correct copy of a resolution adopted by the
Board of Trustees of said Company at a meeting held October 16, 1967, at which
meeting a quorum was present and acting throughout.

I hereby certify that the attached resolution has not been modified, amended or
rescinded, and continues in full force and effect.

"RESOLVED, That the Company hereby establishes a separate account in
accordance with Subdivision 1 of Section 61A.14 of Minnesota Statues 1967,
as amended, for the purpose of issuing contracts on a variable basis, which
account shall be known as Minnesota Mutual Variable Fund D, or by such
other name as the Executive Committee may determine;

FURTHER RESOLVED, That such separate account be registered as an investment
company pursuant to the provisions of the Investment Company Act of 1940,
as amended, and that application be made for such exemptions from that Act
as may be necessary or desirable;

FURTHER RESOLVED, That there be prepared and filed with the Securities and
Exchange Commission in accordance with the provisions of the Securities Act
of 1933, as amended, a registration statement, and any amendments thereto,
relating to such contracts on a a variable basis as may be offered to the
public;

FURTHER RESOLVED, That the Executive Committee is expressly authorized to
perform such additional acts and to grant such additional authority as it
may deem necessary to achieve the effective operation of such separate
account, including, but not limited to, the appointment of the initial
members of the committee charged with the management of such separate
account; and

FURTHER RESOLVED, That the chief executive officer of the Company or such
officer or officers as he may designate be, and they hereby are, authorized
and directed to take such further action as may in their judgment be
necessary and desirable to implement the foregoing resolutions.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal
of the Minnesota Mutual Life Insurance Company this 20th day of September, 1990.

(Seal) /s/ Robert J. Hasling
--------------------------------
Robert J. Hasling
Secretary

<PAGE>
DISTRIBUTION AGREEMENT

AGREEMENT made this 10th day of July, 1990, between and among Minnesota
Mutual Variable Fund D (the "Fund"), a registered separate account of The
Minnesota Mutual Life Insurance Company, a Minnesota corporation ("Minnesota
Mutual") and MIMLIC Sales Corporation, a Minnesota corporation ("Distributor").

WITNESSETH:

WHEREAS, Minnesota Mutual established the Fund, a separate account of
Minnesota Mutual; and

WHEREAS, the Fund offers for sale certain variable annuity contracts (the
"contracts") which are deemed to be securities under the Securities Act of 1933
("1933 Act") and the laws of some states; and

WHEREAS, the Distributor, a wholly-owned subsidiary of MIMLIC Corporation,
which is in turn a wholly-owned subsidiary of Minnesota Mutual, is registered as
a broker-dealer with the Securities and Exchange Commission ("SEC") under the
Securities Exchange Act of 1934 ("1934 Act") and is a member of the National
Association of Securities Dealers, Inc. ("NASD"); and

WHEREAS, the parties desire to have the Distributor act as principal
underwriter of the contracts and assume full responsibility for the securities
activities of each "person associated" (as that term is defined in Section
3(a) (18) of the 1934 Act) with the Distributor and engaged directly or
indirectly in the sale of the contracts (the "associated persons")' and

WHEREAS, the parties desire to have Minnesota Mutual perform certain
services in connection with the sale of the contracts;

NOW THEREFORE, in consideration of the covenants and mutual promises of the
parties made to each other, it is hereby covenanted and agreed as follows:

1. The Distributor will act as the exclusive principal underwriter of the
contracts and as such will assume full responsibility for the securities
activities of all the associated persons. The Distributor will train the
associated persons, use its best efforts to prepare them to complete
satisfactorily the applicable NASD and state examinations so that they may be
qualified, register the associated persons as its registered representatives
before they engage in securities activities, and supervise and control them in
the performance of such activities. Unless otherwise permitted by applicable
state law, all persons engaged in the sale of the contracts must also be agents
of Minnesota Mutual.

2. The Distributor will assume full responsibility for the continued
compliance by itself and the associated persons with the NASD Rules of Fair
Practice and Federal and state laws, to

<PAGE>

the extent applicable, in connection with the sale of the contracts. The
Distributor will make timely filings with the SEC, NASD, and any other
regulatory authorities of all reports and any sales literature relating to the
contracts required by law to be filed by the Distributor. Minnesota Mutual will
make available to the Distributor copies of any agreements or plans intended for
use in connection with the sale of contracts in sufficient number and in
adequate time for clearance by the appropriate regulatory authorities before
they are used, and it is agreed that the parties will use their best efforts to
obtain such clearance as expeditiously as is reasonably possible.

3. With the consent of Minnesota Mutual, Distributor may enter into
agreements with other broker-dealers duly licensed under applicable Federal and
state laws for the sale and distribution of the contracts and may perform such
duties as may be provided for in such agreements.

4. Minnesota Mutual, with respect to the contracts, will prepare and file
all registration statements and prospectuses (including amendments) and all
reports required by law to be filed with Federal and state regulatory
authorities. Minnesota Mutual will bear the cost of printing and mailing all
notices, proxies, proxy statements, and periodic reports that are to be
transmitted to persons having voting rights under the contracts. Minnesota
Mutual will make prompt and reasonable efforts to effect and keep in effect, at
its expense, the registration or qualification of its contracts in such
jurisdictions as may be required by Federal and state regulatory authorities.

5. Minnesota Mutual will (a) maintain and preserve in accordance with
Rules 17a-3 and 17a-4 under the 1934 Act all books and records required to be
maintained by it in connection with the offer and sale of the contracts, which
books and records shall be and remain the property of the Distributor and shall
at all times be subject to inspection by the SEC in accordance with Section 17
(a) of the 1934 Act and by all other regulatory bodies having jurisdiction, and
(b) upon or prior to completion of each "transaction" as that term is used in
Rule 10b-10 of the 1934 Act, send a written confirmation for each such
transaction reflecting the facts of the transaction and showing that it is being
sent by Minnesota Mutual acting in the capacity of agent for the Distributor.

6. All purchase payments and any other monies payable upon the sale,
distribution, renewal or other transaction involving the contracts shall be paid
or remitted directly to, and all checks shall be drawn to the order of,
Minnesota Mutual, and the Distributor shall not have or be deemed to have any
interest in such payments or monies. All such payments and monies received by
the Distributor shall be remitted daily by the Distributor to Minnesota Mutual
for allocation to the Account in accordance with the contracts and any
prospectus with respect to the contracts.

7. Minnesota Mutual will, in connection with the sale of the contracts,
pay on behalf of the Distributor all amounts (including sales commissions) due
to the sales representatives of the Distributor or to broker-dealers who have
entered into sales agreements with the Distributor. The records in respect of
such payments shall be properly reflected on the books and records maintained by
Minnesota Mutual.
<PAGE>

8. As compensation for the Distributor's assuming the expenses and
performing the services to be assumed and performed by it pursuant to this
Agreement, the Distributor shall receive from Minnesota Mutual the following
amounts:

(a) Upon receipt of proper evidence of expenditures, an amount sufficient
to reimburse the Distributor for its expenses incurred in carrying
out the terms of this Agreement, and

(b) such other amounts as may from time to time be agreed upon by the
Distributor and Minnesota Mutual.

9. As compensation for its services performed and expenses incurred under
this Agreement, Minnesota Mutual will receive all amounts deducted as
administrative, sales, mortality and expense risk charges under the contracts,
as specified in the contracts and in the prospectus or prospectuses forming a
part of any registration statement with respect to the contracts filed with the
SEC under the 1933 Act. It is understood that Minnesota Mutual assumes the risk
that the above compensation for its services under the contracts may not prove
sufficient to cover its actual expenses in connection therewith and that its
compensation for assuming such risk shall be included in and limited to the
foregoing charges described in said prospectus (es).

10. Minnesota Mutual will, except as otherwise provided in this Agreement,
bear the cost of all administrative services and expenses of the Fund, including
but not limited to such expenses as salaries, rent, postage, telephone, travel,
legal actuarial and auditing fees, office equipment and stationery, legal
services and expenses, registration, filing and other fees, in connection with
(a) registering and qualifying the contracts and (to the extent requested by the
Distributor) the associated persons with Federal and state regulatory
authorities and the NASD and (b) printing and distributing all contracts and all
registration statements and prospectuses (including amendments), notices,
periodic reports, sales literature and advertising prepared, filed or
distributed with respect to the contracts.

11. Each party hereto shall advise the others promptly of (a) any action
of the SEC or any authorities of any state or territory, of which it has
knowledge, affecting registration or qualification of the contracts, or the
right to offer the contracts for sale, and (b) the happening of any event which
makes untrue any statement, or which requires the making of any change, in the
registration statement or prospectus in order to make the statements therein not
misleading.

12. The services of the Distributor and Minnesota Mutual under this
Agreement are not deemed to be exclusive and the Distributor and Minnesota
Mutual shall be free to render similar services to others, including, without
implied limitation, such other separate accounts a are now or hereafter
established by Minnesota Mutual, so long as the services of the Distributor and
Minnesota Mutual hereunder are not impaired or interfered with thereby.
<PAGE>

13. This Agreement shall upon execution become effective as of the date
first above written, and shall continue in effect indefinitely unless terminated
by either party on 60 days' written notice to the other.

14. This Agreement shall continue in effect for a period more than two
years form the date of its execution only so long as such continuance is
specifically approved at least annually either by the Variable Fund Committee of
the Fund or by a majority of the votes entitled to be cast by Contract Owners
and Participants of the Fund; provided that in either event such continuance
shall be approved by the vote of a majority of the members of the Variable Fund
Committee who are not interested persons of the Fund or of Minnesota Mutual,
cast in person at a meeting called for the purpose of voting on such approval.

15. This Agreement shall automatically terminate in the event of its
assignment, as that term is defined in the Investment Company Act of 1940, as
amended, unless an appropriate exemptive order is issued by the SEC with respect
to such assignment.

16. This Agreement shall be and is subject to the provisions of the
Investment Company Act of 1940, as amended, and the Rules and Regulations
thereunder.

17. This Agreement may be amended at any time by mutual consent of the
parties.

18. This Agreement shall be governed by and construed in accordance with
the laws of Minnesota.

19. This Agreement replaces an agreement entitled "Distribution
Agreement," dated the 30th day of April, 1985, by and between the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

Witness: By:
-------------------------------- ------------------------------
Secretary Chairman of the Board and
Chief Executive officer

MINNESOTA MUTUAL VARIABLE FUND D

Witness: By:
-------------------------------- ------------------------------
Secretary Chairman, Variable Fund
Committee

MIMLIC SALES CORPORATION

Witness: By:
--------------------------------- -----------------------------
Vice President President

<PAGE>
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
345 Cedar Street Saint Paul, Minnesota

organized in 1880

HEREBY AGREES TO THE TERMS AND PROVISIONS CONTAINED IN THIS POLICY

The Minnesota Mutual Life Insurance Company (herein called Minnesota Mutual)
agrees to pay at its Home Office in St. Paul, Minnesota, the benefits provided
by this contract.

This contract is issued in consideration of the application therefor and the
payment of purchase payments of at least $10 each, as hereinafter provided.

This contract is executed by Minnesota Mutual at its Home Office in St. Paul,
Minnesota, to take effect as of the Effective Date.

/s/ Robert J. Hasling /s/ Franklin Briese
Secretary Registrar President

INDIVIDUAL ACCUMULATION ANNUITY CONTRACT
VARIABLE ANNUITY BENEFITS-FIXED DOLLAR ANNUITY BENEFITS-PARTICIPATING

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE
NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT

F. 16105 Rev. 3-70 Page 1
<PAGE>
TABLE OF CONTENTS

SECTION DESCRIPTION PAGE
- ------- ----------- ----
1. . . . . . . . DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 3
2. . . . . . . . ANNUITY PROVISIONS. . . . . . . . . . . . . . . . . . 3-5
2.01. . . . . Annuity Commencement Date . . . . . . . . . . . . . . . 3
2.02. . . . . Election of Optional Annuity Forms. . . . . . . . . . . 3
2.03. . . . . Application of Accumulation Value . . . . . . . . . . . 3
2.04. . . . . Optional Annuity Forms. . . . . . . . . . . . . . . . . 3
2.05. . . . . Determination of First Payment. . . . . . . . . . . . . 4
2.06. . . . . Variable and Fixed Dollar Annuities . . . . . . . . . . 5
2.07. . . . . Allocation of Annuity . . . . . . . . . . . . . . . . . 5
2.08. . . . . Lump Sum Settlement . . . . . . . . . . . . . . . . . . 5
3 . . . . . . . PURCHASE PAYMENTS . . . . . . . . . . . . . . . . . . . 6
3.01. . . . . . . .Amount of Purchase Payments. . . . . . . . . . . . 6
3.02. . . . . . . .Allocation of Purchase Payments. . . . . . . . . . 6
3.03. . . . . . . .Application of Purchase Payments . . . . . . . . . 6
4 . . . . . . . VALUATION . . . . . . . . . . . . . . . . . . . . . . 6-7
4.01. . . . . . . .Net Investment Rate and Net
Investment Factor. . . . . . . . . . . . . . . 6
4.02. . . . . . . .Accumulation Unit Value. . . . . . . . . . . . . . 6
4.03. . . . . . . .Annuity Unit Value . . . . . . . . . . . . . . . . 6
4.04. . . . . . . .Accumulation Value . . . . . . . . . . . . . . . . 7
4.05. . . . . . . .Valuation of Separate Account Assets . . . . . . . 7
5 . . . . . . . DEATH AND OTHER TERMINATION BENEFITS. . . . . . . . . . 7
5.01. . . . . . . .Death Benefits . . . . . . . . . . . . . . . . . . 7
5.02. . . . . . . .Cash Surrender . . . . . . . . . . . . . . . . . . 7
5.03. . . . . . . .Discontinuance of Purchase Payments. . . . . . . . 7
6 . . . . . . . GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . 7-9
6.01. . . . . . . .Contract . . . . . . . . . . . . . . . . . . . . . 7
6.02. . . . . . . .Modification of Contract . . . . . . . . . . . . . 8
6.03. . . . . . . .Beneficiary. . . . . . . . . . . . . . . . . . . . 8
6.04. . . . . . . .Participation in Divisible Surplus . . . . . . . . 8
6.05. . . . . . . .Statements . . . . . . . . . . . . . . . . . . . . 8
6.06. . . . . . . .Information To Be Furnished. . . . . . . . . . . . 8
6.07. . . . . . . .Adjustments on Account of
Misstatements . . . . . . . . . . . . . . . . . 8
6.08. . . . . . . .Facility of Payment. . . . . . . . . . . . . . . . 8
6.09. . . . . . . .Evidence of Survival . . . . . . . . . . . . . . . 8
6.10. . . . . . . .Assignment and Transfer. . . . . . . . . . . . . . 9
6.11. . . . . . . .Reserves . . . . . . . . . . . . . . . . . . . . . 9
6.12. . . . . . . .Voting Rights. . . . . . . . . . . . . . . . . . . 9

Page 2
(16105 Rev. 3-70)
<PAGE>

6.13. . . . . . . .Relation of This Contract to
Separate Account . . . . . . . . . . . . . . . . 9
6.14. . . . . . . .Deferment of Payments. . . . . . . . . . . . . . . 9

PARTICIPANT CONTRACT NO.

OWNER SEX

JURISDICTION DATE OF BIRTH

BENEFICIARY EFFECTIVE DATE

(the beneficiary shall be as designated in the application unless subsequently
changed)

SECTION 1. DEFINITIONS

1.01 CONTRACT ANNIVERSARY
An anniversary of the Effective Date of this contract.

1.02 CONTRACT YEAR
A period of one year commencing with the Effective Date or with any Contract
Anniversary.

1.03 ANNUITY PAYMENTS
A series of payments purchased under this contract for the Participant by
application of the Accumulation Value.

1.04 ANNUITY COMMENCEMENT DATE
The date upon which Annuity Payments begin, as determined in accordance with
Section 2.01.

1.05 SEPARATE ACCOUNT
Those assets of Minnesota Mutual in a separate investment account entitled
"Minnesota Mutual Variable Fund D" established by Minnesota Mutual for this
class of contracts in accordance with the laws of Minnesota.

1.06 GENERAL ACCOUNT
All assets of Minnesota Mutual other than those in "Variable Fund D" or in other
separate accounts established by Minnesota Mutual.

1.07 VALUATION DATE
Each date on which the New York Stock Exchange is open for trading, with the
valuation occurring as of the close of business of the Exchange. A valuation
period is the period between successive Valuation Dates.

Page 3
(16105 Rev. 3-70)
<PAGE>

1.08 INDIVIDUAL ACCOUNT
The sum of the accumulation units credited to the Participant.

1.09 ACCUMULATION VALUE
The dollar value of the Individual Account, as determined in accordance with
Section 4.04.

SECTION 2. ANNUITY PROVISIONS

2.01 ANNUITY COMMENCEMENT DATE
The Owner shall notify Minnesota Mutual in writing at its Home Office to effect
Annuity Payments for the Participant, specifying the date such Annuity Payments
are to commence. Unless prohibited by an endorsement to this contract, such
date may be the first day of any calendar month following the Participant's 50th
birthday, provided that it may not be earlier than 30 days following the date
such notice is given, and provided further that it may not be later than the
Participant's 75th birthday. If no such notice is given to Minnesota Mutual by
the Owner prior to the Participant's 65th birthday, the Annuity Commencement
Date shall be the first day of the calendar month next following the
Participant's 65th birthday.

2.02 ELECTION OF OPTIONAL ANNUITY FORMS
The Owner may elect to have Annuity Payments made under any of the Optional
Annuity Forms prescribed in Section 2.04, provided such election is received in
writing by Minnesota Mutual at its Home Office at least 30 days prior to the
Annuity Commencement Date. If no such election is received by Minnesota Mutual,
Annuity Payments will be made in accordance with Optional Annuity Form 2A (Life
Annuity with a Period Certain of 120 months).

2.03 APPLICATION OF ACCUMULATION VALUE
As of the Annuity Commencement Date, Minnesota Mutual shall apply the
Accumulation Value to provide Annuity Payments under the Optional Annuity Form
determined in accordance with Section 2.02; provided, however, that the first
monthly payment under such Optional Annuity Form must be at least $20.00 in
amount. If such first monthly payment would be less than $20,00 in amount, the
Accumulation Value will be paid to the Participant in a lump sum as of his
Annuity Commencement Date, and the Participant shall have no further rights
under this contract. The requirement that the first monthly payment be at least
$20.00 shall be imposed separately for that portion of Annuity Payments payable
as a fixed dollar annuity and as a variable annuity.

2.04 OPTIONAL ANNUITY FORMS
Option 1--Life Annuity--An annuity payable monthly during the lifetime of the
Participant and terminating with the last monthly payment preceding the death of
the Participant.

the Period Certain elected, payments will continue to the beneficiary during the
remainder of such Period Certain; or, if the beneficiary so elects, the present
value of the remaining guaranteed number of payments, based on the then current
dollar amount of one such payment and commuted on the basis of 3.5% interest
compounded annually, shall be paid in a single sum to the beneficiary.

Option 3--Joint and Last Survivor Annuity--An annuity payable monthly during the
joint lifetime of the Participant and a designated Joint Annuitant and
continuing thereafter during the remaining lifetime of the survivor.

Option 4--Period Certain Annuity--An annuity payable monthly for a Period
Certain of from 1 to 15 years, as elected. If the Participant dies before
payments have been made for the Period Certain elected, payments will continue
to the beneficiary during the remainder of such Period Certain. At any time
during the payment period, the payee may elect that (1) the present value of the
remaining guaranteed number of payments, based on the then current dollar amount
of such payment and commuted on the basis of 3.5% interest compounded annually,
shall be paid in a single sum, or (2) such commuted amount shall be applied to
effect a life annuity under Option 1 or Option 2.

The first payment under any of these Optional Annuity Forms will be determined
in accordance with Section 2.05. The second and subsequent payments will be
determined in accordance with Section 2.06. Minnesota Mutual reserves the right
to require proof satisfactory to it of the age of the Participant and any Joint
Annuitant prior to making the first payment under any Optional Annuity Form.

2.05 DETERMINATION OF FIRST PAYMENT
The tables contained herein are used to determine the first monthly annuity
payment. they show the dollar amount of the first monthly payment which can be
purchased with each $1,000 of Accumulation Value, after deduction of any
applicable premium taxes not previously deducted under the provisions of Section
3.03. Amounts shown in the tables are based on the Progressive Annuity Table
with interest at the rate of 3.5% per annum and assume births in the year 1900.
The amount of each payment depends upon the sex and adjusted age of the
Participant and any Joint Annuitant. The adjusted age is determined from the
actual age nearest birthday at the time and the first payment is due in the
following manner:

CALENDAR YEAR ADJUSTED AGE IS
OF BIRTH EQUAL TO----
------------- ----------------
Prior to 1900 Actual Age Plus 1
1900-1919 Actual Age
1920-1939 Actual Age Minus 1
1940-1959 Actual Age Minus 2
1960 and Later Actual Age Minus 3

Page 5
(16105 Rev. 3-70)
<PAGE>

DOLLAR AMOUNT OF THE FIRST MONTHLY PAYMENT WHICH IS PURCHASED
WITH EACH $1,000 OF VALUE APPLIED

ADJUSTED AGE
OF ANNUITANT SINGLE LIFE ANNUITIES
------------ -----------------------------------------------------
MALE FEMALE OPTION 1 OPTION 2A OPTION 2B OPTION 2C
---- ------ -------- --------- --------- ---------
50 54 $4.74 $4.69 $4.62 $4.52
51 55 4.84 4.78 7.70 4.58
52 56 4.94 4.87 4.78 4.65
53 57 5.04 4.97 4.87 4.71
54 58 5.16 5.07 4.95 4.78
55 59 5.28 5.18 5.04 4.85
56 60 5.40 5.29 5.13 4.91
57 61 5.54 5.41 5.23 4.98
58 62 5.69 5.53 5.33 5.05
59 63 5.84 5.66 5.43 5.11
60 64 6.01 5.79 5.53 5.18
61 65 6.18 5.94 5.63 5.24
62 66 6.37 6.08 5.74 5.30
63 67 6.57 6.24 5.84 5.36
64 68 6.79 6.40 5.95 5.41
65 69 7.02 6.57 6.05 5.46
66 70 7.27 6.74 6.15 5.51
67 71 7.54 6.91 6.26 5.55
68 72 7.83 7.10 6.35 5.59
69 73 8.14 7.28 6.45 5.62
70 74 8.48 7.47 6.54 5.65
71 75 8.84 7.66 6.62 5.68
72 76 9.23 7.85 6.70 5.70
73 77 9.65 8.04 6.77 5.71
74 78 10.11 8.23 6.83 5.72
75 79 10.61 8.41 6.88 5.73

Page 6
(16105 Rev. 3-70)
<PAGE>

OPTION 3-JOINT AND LAST SURVIVOR LIFE ANNUITY
<TABLE>
<CAPTION>

ADJUSTED AGED OF
JOINT ANNUITANT* ADJUSTED AGE OF ANNUITANT*
- ------------------- -----------------------------------------------------------------------------------------------
M-51 M-56 M-58 M-61 M-63 M-66 M-71
MALE FEMALE F-55 F-60 F-62 F-65 F-67 F-70 F-75
- ------------------- ----- ----- ----- ----- ----- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50 54 $4.21 $4.35 $4.40 $4.47 $4.51 $4.57 $4.64
55 59 4.37 4.58 4.66 4.78 4.85 4.94 5.07
57 61 4.43 4.67 7.77 4.90 4.99 5.10 5.26
60 64 4.51 4.80 4.92 5.09 5.20 5.36 5.59
62 66 4.55 4.88 5.01 5.22 5.35 5.54 5.82
65 69 4.62 4.99 5.15 5.39 5.56 5.81 6.19
70 74 4.70 5.14 5.34 5.65 5.88 6.23 6.83
</TABLE>

* Dollar amounts of the first monthly payments for ages not shown in this
table will be calculated on the same basis as those shown and may be obtained
from Minnesota Mutual.

OPTION 4-- PERIOD CERTAIN ANNUITY

PERIOD CERTAIN DOLLAR AMOUNT PERIOD CERTAIN DOLLAR AMOUNT
(YEARS) OF FIRST PAYMENT (YEARS) OF FIRST PAYMENT
--------------- ---------------- -------------- ----------------

1 $84.65 9 $10.75
2 43.05 10 9.83
3 29.19 11 9.09
4 22.27 12 8.46
5 18.12 13 7.94
6 15.35 14 7.49
7 13.38 15 7.10
8 11.90

2.06 VARIABLE AND FIXED DOLLAR ANNUITIES
(a) Variable Annuity--A variable annuity is an annuity with payments
varying in amount in accordance with the net investment result of the
Separate Account. A number of Separate Account annuity units is determined
by dividing the first monthly payment, determined as described in Section
2.05, by the Separate Account annuity unit value at the Annuity
Commencement Date. The number of such annuity units remains unchanged
during the period of Annuity Payments.

The dollar amount of the second and subsequent payments is not
predetermined, and may change from month to month. The dollar amount of
each such payment is determined by multiplying the number of Separate
Account annuity units by the Separate Account annuity unit value at the due
date of such payment.

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Minnesota Mutual guarantees that the dollar amount of each payment after
the first will not be affected by adverse mortality experience or by an
increase in Minnesota Mutual's expenses in excess of the expense deductions
provided for in the contract.

(b) Fixed Dollar Annuity--A fixed dollar annuity is an annuity payable
from the General Account, with payments which remain fixed as to dollar
amount throughout the period of Annuity Payments. A number of General
Account annuity units is determined when payments commence, but the General
Account annuity unit value is always $1.00. The number of such annuity
units remains unchanged during the period of Annuity Payments.

2.07 ALLOCATION OF ANNUITY
Unless Minnesota Mutual shall be notified in writing to the contrary by the
Owner at least 30 days prior to the Annuity Commencement Date, General Account
accumulation units will be applied to provide a fixed dollar annuity and
Separate Account accumulation units will be applied to provide a variable
annuity.

2.08 LUMP SUM SETTLEMENT
By written notice to Minnesota Mutual by the Owner at least 30 days prior to the
Annuity Commencement Date, a lump sum settlement of the Accumulation Value may
be elected in lieu of the application of such value to provide Annuity Payments
under an Optional Annuity Form. After such lump sum settlement has been made,
the Participant shall have no further rights under this contract.

SECTION 3. PURCHASE PAYMENTS

3.01 AMOUNT OF PURCHASE PAYMENT
Each Contract Year Minnesota Mutual shall receive at its Home Office such
purchase payments as are made under the contract. Such purchase payments will
be applied by Minnesota Mutual to provide accumulation units for the Annuitant
in accordance with Section 3.03.

Each purchase payment must be at least $10 if all of such purchase payment will
be allocated, pursuant to Section 3.02, either to the General Account or the
Separate Account, or must be at least $10 for each account if such purchase
payment will be allocated, pursuant to Section 3.02, to both the General Account
and the Separate Account.

Minnesota Mutual may limit the maximum purchase payments which will be accepted
under the contract for any Contract Year to the greater of (a) the purchase
payments made under the contract for the immediately preceding Contract Year, or
(b) the average purchase payments made under the contract for all prior Contract
Years.

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<PAGE>

3.02 ALLOCATION OF PURCHASE PAYMENTS
The initial allocation of purchase payments to the General Account or the
Separate Account shall be as specified in the application. Such allocation may
be changed as to future purchase payments by written notice to Minnesota Mutual
by the Owner, provided such notice is received by Minnesota Mutual at its Home
Office on or prior to the date of receipt of such purchase payments.

3.03 APPLICATION OF PURCHASE PAYMENTS
Deductions totaling 7% plus any applicable premium taxes on the purchase
payments shall be made by Minnesota Mutual from each purchase payment received.
The balance of each purchase payment remaining after these deductions is
hereinafter called the net purchase payment. Minnesota Mutual shall determine
the number of accumulation units provided by the net purchase payment by the
then current accumulation unit value. Such determination shall be made as of
the Valuation Date coincident with or next following the date on which such
purchase payment is received by Minnesota Mutual at its Home Office, and shall
be made separately for net purchase payments allocated to the General Account
and the Separate Account. the number of accumulation units so determined shall
not be affected by any subsequent change in the accumulation unit value. The
General Account accumulation unit value will increase at the net investment rate
specified in Section 4.01(a), but the Separate Account accumulation unit value
may vary from period to period.

SECTION 4. VALUATION

4.01 NET INVESTMENT RATE AND NET INVESTMENT FACTOR
(a) The General Account net investment rate for each valuation period
shall not be less than the equivalent of an investment rate of 4 1/2%
compounded annually during the first 5 Contract Years, 4% compounded
annually during the 6th through 10th Contract Years, and 3 1/2% compounded
annually thereafter.

(b) The Separate Account net investment rate for any valuation period is
equal to the gross investment rate expressed in decimal form to six places,
less a deduction of not more than .0106 per annum. the amount of the
deduction may be changed from time to time by Minnesota Mutual, but not
more often than annually, and in no event will the deduction exceed .0106
per annum. Such gross investment rate is equal to (1) the investment
income and capital gains and losses, whether realized or unrealized, on the
assets of the Separate Account during such valuation period, less a
deduction for any applicable income taxes arising from such income and
realized and unrealized capital gains, divided by (2) the value of such
assets at the beginning of the valuation period. Such gross investment
rate may be either positive or negative.

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4.02 ACCUMULATION UNIT VALUE
The General Account and Separate Account accumulation unit values were set at
$1.000000 on the first Valuation Date of the Separate Account. The respective
accumulation unit values in each Account on any subsequent Valuation Date are
determined by multiplying the accumulation unit value on the immediately
preceding Valuation Date by the net investment factor for that Account for the
valuation period just ended. The accumulation unit value as of any date other
than a Valuation Date is equal to its value on the next succeeding Valuation
Date.

4.03 ANNUITY UNIT VALUE
The value of a General Account annuity unit will always be $1.00. the value of
a Separate Account annuity unit is determined monthly as of the first day of
each month. The value of a Separate Account annuity unit on the first day of
each month is equal to its value on the first day of the preceding month
multiplied by the product of (a) .997137, and (b) the ratio of the Separate
Account accumulation unit value for the valuation Date next following the
fourteenth day of the preceding month to the corresponding accumulation unit
value for the Valuation Date next following the fourteenth day of the second
preceding month. The value of an annuity unit on any date other than the first
day of a month is equal to its value on the first day of the next succeeding
month.

4.04 ACCUMULATION VALUE

The Accumulation Value as of any Valuation Date is equal to the product of (a)
the Individual Account, and (b) the accumulation unit value. Such calculation
shall be made separately for the portions of the Individual Account made up on
General Account and Separate Account accumulation units. The applicable General
Account or Separate Account accumulation unit value is the accumulation unit
value calculated for the Valuation Date as of which the Accumulation Value is
being determined; provided, however that for purposes of determining the monthly
Annuity Payment pursuant to Section 2.05, the applicable accumulation unit value
is the value on the Valuation Date next following the fourteenth day of the
month preceding the Annuity Commencement Date.

4.05 VALUATION OF SEPARATE ACCOUNT ASSETS
The valuation of all assets in the Separate Account shall be determined in
accordance with the provisions of the rules and regulations of the Separate
Account.

SECTION 5. DEATH AND OTHER TERMINATION BENEFITS

5.01 DEATH BENEFITS
In the event of the death of the Participant prior to his Annuity Commencement
Date, the beneficiary of the Participant will receive as a death benefit the
Accumulation Value determined as of the valuation Date coincident with or next
following the date due proof of death is received by Minnesota Mutual at its
Home Office. The death benefit will be paid in a single sum; or, at the option
of the beneficiary, may be applied under Option 1, Option 2, or Option 4, of the

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Optional Annuity Forms specified in Section 2.04, subject to the minimum payment
requirements of Section 2.03.

5.02 CASH SURRENDER
Upon written request by the Owner prior to the Annuity Commencement Date, all or
a portion of the Accumulation Value, determined as of the Valuation Date
coincident with or next following the date such written request is received by
Minnesota Mutual at its Home Office, shall be paid to the Owner in a single sum.
The contract must be surrendered, and must accompany such written request if the
entire Accumulation Value is to be paid. No partial withdrawal of the
Accumulation Value will be allowed for an amount of less than $250. In the
event of any withdrawal, that portion of the Individual Account having an
Accumulation Value equal to the dollar amount withdrawn shall be cancelled.

5.03 DISCONTINUANCE OF PURCHASE PAYMENTS
Purchase payments may be discontinued under either of the following
circumstances:

(1) The owner may discontinue purchase payments as of a date specified in
a written notice to Minnesota Mutual at its Home Office, provided that such
date may not be earlier than the date of receipt of such notice by
Minnesota Mutual.

(2) Minnesota Mutual may discontinue acceptance of purchase payments as of
a date specified in a written notice to the Owner if the contract is no
longer part of a plan qualified under Section 401 (a), 403(a), 403(b), or
other provision of the Internal Revenue Code allowing similar tax
treatment.

Upon discontinuance of purchase payments, the Individual Account shall
remain under the contract for application of the Accumulation Value thereof
to provide Annuity Payments at the annuity Commencement Date under the
provisions of Section 2. Purchase payments may be resumed at any date
prior to the Annuity Commencement Date unless the contract has previously
been surrendered and the Accumulation Value paid in cash.

SECTION 6. GENERAL PROVISIONS

6.01 CONTRACT
This contract and the application therefor, a copy of which is attached hereto,
constitute the entire contract. All statements in the application shall, in the
absence of fraud, be deemed representations and not warranties. Page 2 hereof.
With respect to all transactions regarding this contract, except as may be
otherwise specifically provided, Minnesota Mutual may deal with the Owner on the
basis that the Owner has full ownership and control of the contract.

6.02 MODIFICATION OF CONTRACT
This contract may be modified at any time by written agreement between Minnesota
Mutual and the Owner. However, no such modification will adversely affect the
rights of the

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<PAGE>

Participant under this contract unless the modification is made to comply with a
law or government regulation.

No person except the President, a Vice President, the Secretary, or an Assistant
Secretary of Minnesota Mutual has authority on behalf of Minnesota Mutual to
modify the contract or to waive any requirement of the contract. Minnesota
Mutual shall not be bound by any promise or representation made by or to any
agent or person other than as above.

6.03 BENEFICIARY

The beneficiary designation contained in the application will remain in effect
until changed. The participant may designate or change the designation of his
beneficiary at any time during his lifetime by filing satisfactory written
notice with Minnesota Mutual at its Home Office. The new designation shall take
effect only upon being recorded by Minnesota Mutual at its Home Office. When so
recorded, even if the Participant is not then living, it shall take effect as of
the date the notice was signed, subject to any payment made by Minnesota Mutual
before recording the change.

The interest of any beneficiary who dies before the Participant shall terminate
at the death of that beneficiary. If the interest of all designated
beneficiaries has terminated, any proceeds payable at the Participant's death
shall be paid to the persons who, by evidence satisfactory to Minnesota Mutual,
appear to be the lawful children of the Participant. The proceeds shall be
divided equally among those children. If no child is living, the proceeds shall
be payable to the Participant's estate. "Child" and "children" refer only to
the first generation.

6.04 PARTICIPATION IN DIVISIBLE SURPLUS
This is a participating contract. The portion, if any, of the divisible surplus
of Minnesota Mutual accruing upon this contract shall be determined annually by
Minnesota Mutual and credited to the contract on such basis as is determined by
Minnesota Mutual.

6.05 STATEMENTS
At least once in each Contract Year, Minnesota Mutual will furnish the Owner a
statement of the Individual Account, the current accumulation unit value, and
the Accumulation Value. such statement shall be as of a date within four months
of the mailing of the statement.

6.06 INFORMATION TO BE FURNISHED
The Owner shall furnish any information or evidence which Minnesota Mutual may
reasonably require in order to administer this contract. If the Owner cannot
furnish any required item of information, Minnesota Mutual may request the
person concerned to furnish such information. Minnesota Mutual shall not be
liable for the fulfillment of any obligation in any way dependent on such
information until it receives such information in a form satisfactory to it.

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<PAGE>

Information furnished to Minnesota Mutual may be corrected for demonstrated
errors therein except that such correction will be at the option of Minnesota
Mutual when it has already acted to its prejudice by relying on such
information.

6.07 ADJUSTMENTS ON ACCOUNT OF MISSTATEMENTS
If it shall be found that the age or sex of any person with respect to whom an
annuity shall have been purchased hereunder shall have been misstated, the
amount of the annuity payable by Minnesota Mutual shall be that provided by the
number of accumulation units allocated to effect such annuity on the basis of
the corrected information without changing the date of the first payment of the
annuity. The dollar amount of any underpayment made by Minnesota Mutual shall
be paid in full with the next payment due such person or his beneficiary. the
dollar amount of any overpayment made by Minnesota Mutual shall be deducted from
payments subsequently accruing to such person or his beneficiary under this
contract.

6.08 FACILITY OF PAYMENT
If Minnesota Mutual receives evidence satisfactory to it that any person is
legally, physically or mentally incapable of giving a valid release for any
payment due such person under this contract, Minnesota Mutual may make payment
thereof to such other person, persons, or institution who appear to Minnesota
Mutual as having assumed the custody and principal support of the person to whom
such payment is due. Minnesota Mutual shall be released from liability to the
extent of such payment.

6.09 EVIDENCE OF SURVIVAL
When any payment under this contract is contingent upon the survival of any
person, evidence of such person's survival must be furnished to Minnesota Mutual
either by personal endorsement of the check drawn for said payment or by other
means satisfactory to Minnesota Mutual.

6.10 ASSIGNMENT AND TRANSFER
This contract may not be assigned, sold, transferred, discounted, or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose, and, to the maximum extent permitted by law, benefits payable
under this contract shall be exempt from the claims of creditors.

6.11 RESERVES
The reserve held by Minnesota Mutual for any Annuity Payments hereunder shall be
not less than the reserve liability determined by Minnesota Mutual in accordance
with the mortality table and interest rate used to establish the amount of the
first such ANNUITY PAYMENT.

6.12 VOTING RIGHTS
The Participant shall have the right to vote at the meetings of owners of
contracts for which reserves are maintained in the Separate Account, and shall
cast the votes attributable to this contract in conformity with the provisions
of the rules and regulations of the Separate Account.
Page 13
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<PAGE>

6.13 RELATION OF THIS CONTRACT TO SEPARATE ACCOUNT
Minnesota Mutual shall have exclusive and absolute ownership and control of the
assets of both its General Account and its Separate Account.

6.14 DEFERMENT OF PAYMENTS
Whenever any payment under this contract is to be made in a single sum, payment
will be made within 7 days after the date written request for such payment is
received by Minnesota Mutual at its Home Office, except that payment in a single
sum of any death benefit payable to a beneficiary will be made within 7 days
after the date due proof of death is received by Minnesota Mutual at its Home
Office and except as Minnesota Mutual may be permitted to defer any payment
under the Investment Company Act of 1940.

The owner is hereby notified that by virtue of his Policy he is a member of the
Minnesota Mutual Life Insurance Company, and that the Annual Meetings of said
company are held at its Home Office on the first Tuesday in March of each year
at three o'clock in the afternoon.

MINNESOTA MUTUAL LIFE

INDIVIDUAL ACCUMULATION
ANNUITY CONTRACT
VARIABLE ANNUITY BENEFITS-
FIXED DOLLAR ANNUITY BENEFITS-
PARTICIPATING

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
345 Cedar Street Saint Paul, Minnesota 55101
ORGANIZED IN 1880

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<PAGE>
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
345 Cedar Street Saint Paul, Minnesota

organized in 1880

HEREBY AGREES TO THE TERMS AND PROVISIONS CONTAINED IN THIS POLICY

The Minnesota Mutual Life Insurance Company (herein called Minnesota Mutual)
agrees to pay at its Home Office in St. Paul, Minnesota, the benefits provided
by this contract.

This contract is issued in consideration of the application therefor and the
payment by the Contract Owner of purchase payments as hereinafter provided.

This contract is executed by Minnesota Mutual at its Home Office in St. Paul,
Minnesota, to take effect as of the Effective Date.

/s/ Robert J. Hasling /s/ Franklin Briese
Secretary Registrar President

GROUP DEPOSIT ADMINISTRATION CONTRACT
VARIABLE ANNUITY BENEFITS--
FIXED DOLLAR ANNUITY BENEFITS--PARTICIPATING
NO INDIVIDUAL ALLOCATION--NON-CONTRIBUTORY

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE
NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT

F.1607 Rev. 3-70 Page 1
<PAGE>
TABLE OF CONTENTS

SECTION DESCRIPTION PAGE
- ------- ----------- ----

1. . . . . . . . DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 3
2. . . . . . . . BENEFIT PROVISIONS. . . . . . . . . . . . . . . . . . 3-4
2.01. . . . . . . .Notice of Benefits . . . . . . . . . . . . . . . . 3
2.02. . . . . . . .Amount of Annuity Payments Under an
Optional Annuity Form . . . . . . . . . . . . . 3
2.03. . . . . . . .Variable and Fixed Dollar Annuities. . . . . . . . 4
2.04. . . . . . . .Withdrawals from Active Life Fund. . . . . . . . . 4
3 . . . . . . . PURCHASE PAYMENTS . . . . . . . . . . . . . . . . . . 4-5
3.01. . . . . . . .Amount of Purchase Payments. . . . . . . . . . . . 4
3.02. . . . . . . .Application of Purchase Payments . . . . . . . . . 4
3.03. . . . . . . .Actuarial Assistance by Minnesota
Mutual. . . . . . . . . . . . . . . . . . . . . 5
3.04. . . . . . . .Limitations on Purchase Payments . . . . . . . . . 5
4 . . . . . . . VALUATION . . . . . . . . . . . . . . . . . . . . . . . 5
4.01. . . . . . . .Net Investment Rate and Net
Investment Factor . . . . . . . . . . . . . . . 5
4.02. . . . . . . .Accumulation Unit Value. . . . . . . . . . . . . . 5
4.03. . . . . . . .Annuity Unit Value . . . . . . . . . . . . . . . . 5
4.04. . . . . . . .Accumulation Value . . . . . . . . . . . . . . . . 5
4.05. . . . . . . .Valuation of Separate Account Assets . . . . . . . 5
5 . . . . . . . DISCONTINUANCE OF PURCHASE PAYMENTS . . . . . . . . . . 6
5.01. . . . . . . .Effective Date . . . . . . . . . . . . . . . . . . 6
5.02. . . . . . . .Effect of Discontinuance of
Purchase Payments . . . . . . . . . . . . . . . 6
6 . . . . . . . GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . 6-7
6.01. . . . . . . .Contract . . . . . . . . . . . . . . . . . . . . . 6
6.02. . . . . . . .Modification of Contract . . . . . . . . . . . . . 6
6.03. . . . . . . .Beneficiary. . . . . . . . . . . . . . . . . . . . 6
6.04. . . . . . . .Participation in Divisible Surplus . . . . . . . . 7
6.05. . . . . . . .Certificates and Statements. . . . . . . . . . . . 7
6.06. . . . . . . .Information To Be Furnished. . . . . . . . . . . . 7
6.07. . . . . . . .Adjustments on Account of
Misstatements . . . . . . . . . . . . . . . . . 7
6.08. . . . . . . .Facility of Payment. . . . . . . . . . . . . . . . 7
6.09. . . . . . . .Evidence of Survival . . . . . . . . . . . . . . . 7
6.10. . . . . . . .Assignment . . . . . . . . . . . . . . . . . . . . 7
6.11. . . . . . . .Reserves . . . . . . . . . . . . . . . . . . . . . 7
6.12. . . . . . . .Voting Rights. . . . . . . . . . . . . . . . . . . 7

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<PAGE>

6.13. . . . . . . .Relation of This Contract to
Separate Account. . . . . . . . . . . . . . . . 7
6.14. . . . . . . .Deferment of Payments. . . . . . . . . . . . . . . 7
6.15. . . . . . . .Termination of Contract. . . . . . . . . . . . . . 7
7 . . . . . . . ANNUITY FORMS AND TABLES. . . . . . . . . . . . . . . 8-9
7.01. . . . . . . .General. . . . . . . . . . . . . . . . . . . . . . 8
7.02. . . . . . . .Annuity Forms. . . . . . . . . . . . . . . . . . . 8
7.03. . . . . . . .Amount of Consideration Required to
Purchase First Monthly Annuity
Payment of $1.00. . . . . . . . . . . . . . . . 9

CONTRACT OWNER:
EFFECTIVE DATE:
CONTRACT NUMBER:
JURISDICTION:
PLAN:

SECTION 1. DEFINITIONS

1.01 PLAN
"Plan" means the Plan specified on Page 2 hereof. The Contract Owner will
furnish Minnesota Mutual with a copy of the Plan and with a copy of any
subsequent amendment or modification thereof. The terms of this contract will
apply to the Plan as constituted on the Effective Date of this contract and, if
Minnesota Mutual consents, to each amendment or modification of the Plan which
is placed on file with Minnesota Mutual.

1.02 PARTICIPANT
A person eligible to participant under the Plan, and on whose behalf purchase
payments have been or are being made under this contract.

1.03 CONTRACT ANNIVERSARY
An anniversary of the Effective Date of this contract.

1.04 CONTRACT YEAR
A period of one year commencing with the Effective Date or with any Contract
Anniversary.

1.05 ANNUITY PAYMENTS
A series of payments purchased under this contract for a Participant.

1.06 ANNUITY COMMENCEMENT DATE
The date upon which Annuity Payments begin, as determined in accordance with the
Plan. Such date may be the first day of any calendar month following the
Participant's 50th birthday, provided that it may not be later than the
Participant's 75th birthday.

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1.07 NORMAL ANNUITY FORM
The form of Annuity Payments so designated in the Plan.

1.08 OPTIONAL ANNUITY FORM
A form of Annuity Payments (other than the Normal Annuity form) specified in
Section 7.

1.09 SEPARATE ACCOUNT
Those assets of Minnesota Mutual in a separate investment account entitled
"Minnesota Mutual Variable Fund D", established by Minnesota Mutual for this
class of contracts in accordance with the laws of Minnesota.

1.10 GENERAL ACCOUNT
All assets of Minnesota Mutual other than those in Variable Fund D or in other
separate accounts established by Minnesota Mutual.

1.11 VALUATION DATE
Each date on which the New York Stock Exchange is open for trading, with the
valuation occurring as of the close of business of the Exchange on such date. A
valuation period is the period between successive Valuation Dates.

1.12 ACTIVE LIFE FUND
The sum of all General Account and Separate Account Accumulation Units under the
contract

1.13 ACCUMULATION VALUE
The dollar value of the Active Life Fund, as determined in accordance with
Section 4.04.

SECTION 2. BENEFIT PROVISIONS

2.01 NOTICE OF BENEFITS
Written notice shall be given Minnesota Mutual by the Contract Owner whenever
any portion of the Active Life Fund is to be applied to provide benefits to a
Participant or other person in accordance with the Plan. If such notice is with
respect to Annuity Payments, it must be given at least 30 days prior to the
Annuity Commencement Date, and it must specify (1) the amount of the first
monthly Annuity Payment under the Normal Annuity Form, (2) whether Annuity
Payments shall be made under the Normal Annuity Form or under an Optional
Annuity Form, (3) the Annuity Commencement Date, (4) the type of annuity
desired, i.e., Variable annuity, Fixed Dollar Annuity, of a combination thereof,
and (5) such other information about the Participant as Minnesota Mutual may
require. if such notice is with respect to other benefits which may be called
for by the Plan, it must specify (1) the nature and amount of such benefits, (2)
the person to whom such benefits are to be paid, and (3) the date on which
payment is to be made. If the first monthly Annuity Payment on either Fixed
Dollar or Variable Annuity would be less than $20, Minnesota Mutual shall make a
single sum payment to the Participant, as of his Annuity

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<PAGE>

Commencement Date, of the consideration which would otherwise have been required
to purchase such Annuity Payments, and the Participant shall thereafter have no
further rights under the contract.

2.02 AMOUNT OF ANNUITY PAYMENTS UNDER AN OPTIONAL ANNUITY FORM
Unless otherwise provided in the Plan, the amount of the first monthly Annuity
Payment under an Optional Annuity Form shall be determined as the quotient of
(1) divided by (2) below:

(1) The total consideration which would be required on behalf of the
Participant at his Annuity Commencement Date to purchase his monthly Annuity
Payments on the Normal Annuity Form with the first such monthly Annuity
Payment being in the amount determined by the Plan.

(2)The consideration required on behalf of the Participant at his Annuity
Commencement Date to purchase a first monthly Annuity Payment of $1.00 under
the Optional Annuity Form elected.

2.03 VARIABLE AND FIXED DOLLAR ANNUITIES
(a) Variable Annuity--A variable annuity is an annuity with payments varying
in amount in accordance with the net investment result of the Separate
Account. A number of Separate Account annuity units is determined by
dividing the first monthly Annuity Payment by the Separate Account annuity
unit value at the Annuity Commencement Date. The number of such annuity
units remains unchanged during the period of Annuity Payments.

The dollar amount of the second and subsequent payments is not guaranteed,
and may change from month to month. The dollar amount of each such payment
is determined by multiplying the number of Separate Account annuity units by
the Separate Account annuity unit value at the due date of such payment.

Minnesota Mutual guarantees that the dollar amount of each payment after the
first will not be affected by adverse mortality experience or by an increase
in Minnesota Mutual's expenses in excess of the expense deductions provided
for in the contract.

(b) Fixed Dollar Annuity--A fixed dollar annuity is an annuity payable from
the General Account, with payments which remain fixed as to dollar amount
throughout the period of Annuity Payments. A number of General Account
annuity units is determined when payments commence, but the General Account
annuity unit value is always $1.00. The number of such annuity units remains
unchanged during the period of Annuity Payments.

2.04 WITHDRAWALS FROM ACTIVE LIFE FUND
As of a Participant's Annuity Commencement Date, a number of accumulation units
shall be cancelled, such that the dollar value thereof is equal to the
consideration required to purchase Annuity Payments for the Participant. Unless
Minnesota Mutual shall be notified in writing to the contrary by the Contract
Owner at least 30 days prior to the Participant's Annuity

Page 5
(16107 Rev. 3-70)
<PAGE>

Commencement Date, General Account accumulation units will be cancelled to
purchase a fixed dollar annuity and Separate Account accumulation units will be
cancelled to purchase a variable annuity. The number of accumulation units so
cancelled shall be withdrawn from the Active Life Fund.

As of the date any other benefit payment is due a Participant or a beneficiary
in accordance with the Plan, a number of accumulation units shall be cancelled,
such that the dollar value thereof is equal to the amount of the benefit payment
made. Such payment shall be effected by the cancellation of General account
accumulation units; provided, however, that if the number of General Account
accumulation units is insufficient, or if the Contract Owner shall so request in
writing to Minnesota Mutual, Separate Account accumulation units shall be
cancelled to effect such payment. The number of accumulation units so canceled
shall be withdrawn from the Active Life Fund.

If the Active Life fund is insufficient to make a withdrawal therefrom in
accordance with this Section, an additional purchase payment shall be required
of the Contract Owner in an amount sufficient to permit such withdrawal.

SECTION 3. PURCHASE PAYMENTS

3.01 AMOUNT OF PURCHASE PAYMENTS
The aggregate amount of purchase payments to be paid by the Contract Owner in
each Contract Year, and the portion of such purchase payments to be allocated to
the Separate Account and the General Account, shall be as determined by the
Contract Owner. All purchase payments are payable at the Home Office of
Minnesota Mutual.

3.02 APPLICATION OF PURCHASE PAYMENTS
Deductions totaling 7%, plus any applicable premium taxes on the purchase
payments shall be made by Minnesota Mutual from each purchase payment received.
The balance of each purchase payment remaining after these deductions is
hereinafter called the net purchase payment. Minnesota Mutual shall determine
the number of accumulation units provided by the net purchase payment by
dividing the net purchase payment by the then current accumulation unit value.
Such determination shall be made as of the Valuation Date coincident with or
next following the date on which such purchase payment is received by Minnesota
Mutual at its Home Office, and shall be made separately for net purchase
payments allocated to the General Account and the Separate Account. The number
of accumulation units so determined shall not be affected by any subsequent
change in the accumulation unit value. The General Account accumulation unit
value will increase at the net investment rate specified in Section 4.01(a), but
the Separate Account accumulation unit value may vary from period to period.

Page 6
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<PAGE>

3.03 ACTUARIAL ASSISTANCE BY MINNESOTA MUTUAL
Upon request by the Contract Owner, Minnesota Mutual shall furnish actuarial
assistance in estimating the amount of purchase payments appropriate to fund the
Plan. However, Minnesota Mutual shall not thereby assume any responsibility as
to the sufficiency of the contributions.

3.04 LIMITATIONS ON PURCHASE PAYMENTS
Minnesota Mutual may limit the maximum purchase payments which will be accepted
under the contract for any Contract Year to the greater of (a) the purchase
payments made under the contract for the immediately preceding Contract Year, or
(b) the average purchase payments made under the contract for all prior Contract
Years.

SECTION 4. VALUATION

4.01 NET INVESTMENT RATE AND NET INVESTMENT FACTOR
(a) The General Account net investment rate for each valuation period shall
not be less than the equivalent of an investment rate of 4 1/2% compounded
annually during the first 5 Contract Years, 4% compounded annually during the
6th through 10th Contract Years, and 3 1/2% compounded annually thereafter.

(b) The Separate Account net investment rate for any valuation period is
equal to the gross investment rate expressed in decimal form to six places,
less a deduction of not more than .0106 per annum. The amount of the
deduction may be changed from time to time by Minnesota Mutual, but not more
often than annually, and in no event will the deduction exceed .0106 per
annum. Such gross investment rate is equal to (1) the investment income and
capital gains and losses, whether realized or unrealized, on the assets of
the Separate Account during such valuation period, less a deduction for any
applicable income taxes arising from such income and realized and unrealized
capital gains, divided by (2) the value of such assets at the beginning of
the valuation period. Such gross investment rate may be either positive or
negative.

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<PAGE>

4.03 ANNUITY UNIT VALUE
The value of a General Account annuity unit will always be $1.00. The value of
a Separate Account annuity unit is determined monthly as of the first day of
each month. The value of a Separate Account annuity unit on the first day of
each month is equal to its value on the first day of the preceding month
multiplied by the product of (a) .997137, and (b) the ratio of the Separate
Account accumulation unit value for the valuation Date next following the
fourteenth day of the preceding month to the corresponding accumulation unit
value for the Valuation Date next following the fourteenth day of the second
preceding month. The value of an annuity unit on any date other than the first
day of a month is equal to its value on the first day of the next succeeding
month.

4.04 ACCUMULATION VALUE

The Accumulation Value as of any date is equal to the product of (a) the Active
Life Fund, and (b) the accumulation unit value. Such calculation shall be made
separately for the portions of the Active Life Fund made up of General Account
and Separate Account accumulation units. The applicable General Account or
Separate Account accumulation unit value is the accumulation unit value
coincident with or next following the date on which the Accumulation Value is
being determined; provided, however that for purposes of determining the
withdrawal from the Active Life Fund required to effect Annuity Payments, the
applicable accumulation unit value is the value on the Valuation Date next
following the fourteenth day of the month preceding the Annuity Commencement
Date.

SECTION 5.
DISCONTINUANCE OF PURCHASE PAYMENTS

5.01 EFFECTIVE DATE
Purchase payments may be discontinued under either of the following
circumstances:

(a) The Contract Owner may discontinue purchase payments as of a date
specified in a written notice to Minnesota Mutual at its Home Office,
provided that such date may not be earlier than the date of receipt of such
notice by Minnesota Mutual.

(b) Minnesota Mutual may discontinue acceptance of purchase payments as of a
date specified in a written notice to the Contract Owner if the contract is
no longer part of a plan qualified under Section 401 (a), 403(a), or other
provision of the Internal Revenue Code allowing similar tax treatment.

Page 8
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<PAGE>

5.02 EFFECT OF DISCONTINUANCE OF PURCHASE PAYMENTS
Discontinuance of purchase payments will have no effect on Participants as to
whom Annuity Payments have commenced.

If discontinuance of purchase payments is by reason of the provisions of Section
5.01(a) above, and the Contract Owner prior to the effective date of such
discontinuance certifies in writing to Minnesota Mutual that the Plan is to be
continued as a Plan meeting the requirements of Section 401 (a) or 403(a) of the
Internal Revenue Code (a "qualified Plan"), the Active Life Fund may be
cancelled at the request of the Contract Owner and the Accumulation Value
transferred by Minnesota Mutual to an insurance company or trustee designated by
the Contract Owner. The transfer date shall be the first Valuation Date to
occur following the effective date of discontinuance of purchase payments.
Payment of the Accumulation Value shall be made in a single sum as of the
transfer date, except that Minnesota Mutual may elect to pay in monthly
installments of not more than $10,000 each, such portion of the Accumulation
Value which is part of the General Account.

If discontinuance of purchase payments occurs, and the Accumulation Value is not
transferred in accordance with the provisions of the preceding paragraph, the
Participants in the Plan will receive a 100% vested interest in all benefits
accrued under the terms of the Plan to the extent provided by the Accumulation
Value hereunder as of the effective date of discontinuance.

After discontinuance of purchase payments, purchase payments may subsequently be
resumed only with the written consent of Minnesota Mutual.

SECTION 6. GENERAL PROVISIONS

6.01 CONTRACT
This contract and the application therefor, which is attached hereto, constitute
the entire contract between the parties. This contract is delivered in, and
shall be construed according to the laws of the jurisdiction specified on Page 2
hereof. With respect to all transactions regarding this contract, except as may
be otherwise specifically provided, Minnesota Mutual may deal with the Contract
Owner on the basis that the Contract Owner has full ownership and control of the
contract.

6.02 MODIFICATION OF CONTRACT
This contract may be modified at any time by written agreement between Minnesota
Mutual and the Contract Owner. However, no such modification will adversely
affect the rights of any Participant unless the modification is made to comply
with a law or government regulation.

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<PAGE>

6.03 BENEFICIARY
A Participant may designate a beneficiary to receive any amount which may become
payable to such beneficiary under the terms of the Plan. The designation may be
made or changed by the Participant at any time during his lifetime by filing
satisfactory written notice with Minnesota Mutual at its Home Office. The new
designation shall take effect only upon being recorded by Minnesota Mutual at
its Home Office. When so recorded, even in the Participant is not then living,
it shall take effect as of the date the notice was signed, subject to any
payment made by Minnesota Mutual before recording the change.

6.04 PARTICIPATION IN DIVISIBLE SURPLUS
This is a participating contract. The portion, if any, of the divisible surplus
of Minnesota Mutual accruing upon this contract shall be determined annually by
Minnesota Mutual and shall be credited to the contract on such basis as is
determined by Minnesota Mutual.

6.05 CERTIFICATES AND STATEMENTS
Minnesota Mutual shall issue to each Participant as to whom Annuity Payments are
provided hereunder an individual certificate setting forth the amount and terms
of such Annuity Payments. At least once in each Contract Year, Minnesota Mutual
will furnish the Contract-holder a statement of the Active Life Fund, the
current accumulation unit value, and the Accumulation Value. Such statement
shall be as of a date within four months of the mailing of the statement.

6.06 INFORMATION TO BE FURNISHED
The Contract Owner shall furnish any information or evidence which Minnesota
Mutual may reasonably require in order to administer this contract. If the
Contract Owner cannot furnish any required item of information, Minnesota Mutual
may request the person concerned to furnish such information. Minnesota Mutual
shall not be liable for the fulfillment of any obligation in any way dependent
on such information until it receives such information in a form satisfactory to
it.

Page 10
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<PAGE>

6.07 ADJUSTMENTS ON ACCOUNT OF MISSTATEMENTS
If it shall be found that the age or sex of any person with respect to whom an
annuity shall have been purchased hereunder shall have been misstated, the
amount of the annuity payable by Minnesota Mutual shall be that provided by the
number of accumulation units allocated to effect such annuity on the basis of
the corrected information without changing the date of the first payment of the
annuity. The dollar amount of any underpayment made by Minnesota Mutual shall
be paid in full with the next payment due such person or his beneficiary. The
dollar amount of any overpayment made by Minnesota Mutual shall be deducted from
payments subsequently accruing to such person or his beneficiary under this
contract.

6.10 ASSIGNMENT
This contract may not be assigned, sold, transferred, discounted, or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose, and, to the maximum extent permitted by law, benefits payable
under this contract shall be exempt from the claims of creditors.

6.12 VOTING RIGHTS
The Contract Owner and each Participant as to whom Annuity Payments have
commenced shall have the right to vote at the meetings of owners of contracts
for which reserves are maintained in the Separate Account, and shall cast the
votes attributable to this contract in conformity with the provisions of the
rules and regulations of the Separate Account.

6.13 RELATION OF THIS CONTRACT TO SEPARATE ACCOUNT
Minnesota Mutual shall have exclusive and absolute ownership and control of the
assets of both its General Account and its Separate Account.

Page 11
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<PAGE>

6.15 TERMINATION OF CONTRACT
This contract shall finally terminate and cease to be in effect when Minnesota
Mutual shall have completed all payments due hereunder.

7.01 GENERAL
The consideration required at a Participant's Annuity Commencement Date to
purchase a first monthly Annuity Payment of $1.00 under the Normal Annuity Form
of an Optional Annuity Form is obtained from the appropriate table in this
Section 7. The amount of the consideration depends upon the sex and adjusted
age of the Participant and any joint annuitant. The adjusted age is determined
from the actual age nearest birthday at the time the first Annuity Payment is
due in the following manner:

CALENDAR YEAR ADJUSTED AGE IS
OF BIRTH EQUAL TO----
--------------- ------------
Prior to 1900 Actual Age Plus 1
1900-1919 Actual Age
1920-1939 Actual Age Minus 1
1940-1959 Actual Age Minus 2
1960 and Later Actual Age Minus 3

The amounts of consideration shown in the tables are based on the Progressive
Annuity Table with interest at the rate of 3.5% per annum and assume births in
the year 1900. In the event the purchase of Annuity Payments becomes subject to
any applicable premium taxes which were not previously deducted under the
provisions of Section 3.02, the amounts shown in the tables shall be
appropriately adjusted. Minnesota Mutual reserves the right to require proof
satisfactory to it of the age of the Participant and any joint annuitant prior
to the purchase of Annuity Payments.

Considerations required for ages not shown in the tables, for deferred Annuity
Payments, and for additional forms of Annuity Payments which may be mutually
agreed upon by Minnesota Mutual and the Contract Owner shall be calculated by
Minnesota Mutual on the same actuarial basis.

Page 12
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<PAGE>

7.02 ANNUITY FORMS
Option 1--Life Annuity--An annuity payable monthly during the lifetime of the
Participant and terminating with the last monthly payment preceding the death of
the Participant.

Option 2--Life annuity with a Period Certain of 120 months (Option 2A), 180
months (Option 2B), or 240 months Option 2C)--An annuity payable monthly during
the lifetime of the Participant, with the guarantee that if the Participant dies
before payments have been made for the Period Certain elected, payments will
continue to the beneficiary during the remainder of such Period Certain; or, if
the beneficiary so elects, the present value of the remaining guaranteed number
of payments, based on the then current dollar amount of one such payment and
commuted on the basis of 3.5% interest compounded annually, shall be paid in a
single sum to the beneficiary.

Option 3--Joint and Last Survivor Annuity--An annuity payable monthly during the
joint lifetime of the Participant and a designated joint annuitant and
continuing thereafter during the remaining lifetime of the survivor.

The first payment under any of these Annuity Forms will be determined in
accordance with Section 2.01 and 2.02. The second and subsequent payments will
be determined in accordance with Section 2.03. Minnesota Mutual reserves the
right to require proof satisfactory to it of the age of the Participant and any
Joint Annuitant prior to making the first payment under any Annuity Form.

7.03 AMOUNT OF CONSIDERATION REQUIRED TO PURCHASE FIRST MONTHLY ANNUITY
PAYMENT OF $1.00

ADJUSTED AGE
OF ANNUITANT SINGLE LIFE ANNUITIES
------------- ------------------------------------------------------
MALE FEMALE OPTION 1 OPTION 2A OPTION 2B OPTION 2C
------ ------ -------- --------- -------- ---------
50 54 $210.85 $213.06 $216.23 $221.20
51 55 206.73 209.18 212.68 218.16
52 56 202.54 205.26 209.12 215.14
53 57 198.27 201.28 205.55 212.15
54 58 193.93 197.26 201.96 209.21

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<PAGE>

55 59 189.51 193.20 198.39 206.32
56 60 185.03 189.11 194.82 203.50
57 61 180.45 185.00 191.28 200.75
58 62 175.87 180.87 187.77 198.10
59 63 171.21 176.73 184.31 195.55
60 64 166.49 172.59 180.91 193.11
61 65 161.73 168.47 177.58 190.81
62 66 156.93 164.37 174.34 188.63
63 67 152.09 160.30 171.19 186.61
64 68 147.23 156.28 168.16 184.74
65 69 142.35 152.31 165.25 183.02
66 70 137.46 148.42 162.48 181.48
67 71 132.56 144.62 159.86 180.10
68 72 127.67 140.92 157.40 178.88
69 73 122.79 137.32 155.12 177.83
70 74 117.93 133.86 153.01 176.93

OPTION 3-JOINT AND LAST SURVIVOR ANNUITY

ADJUSTED AGE OF
JOINT ANNUITANT* ADJUSTED AGE OF PARTICIPANT*
- ---------------- ------------------------------------------------------------------
M-51 M-56 M-58 M-61 M-63 M-66 M-71
MALE FEMALE F-55 F-60 F-62 F-65 F-67 F-70 F-75
- ------------------- ----- ----- ----- ----- ----- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50 54 $237.79 $229.86 $227.15 $223.59 $221.57 $218.93 $215.74
55 59 229.05 218.34 214.55 209.38 206.35 202.42 197.39
57 61 225.97 214.14 209.85 204.01 200.50 195.92 190.01
60 64 221.91 208.43 203.38 196.39 192.18 186.50 179.02
62 66 219.55 204.98 199.50 191.71 186.96 180.56 171.88
65 69 216.52 200.49 194.31 185.42 179.84 172.21 161.64
70 74 212.70 194.65 187.43 176.84 170.06 160.43 146.43
</TABLE>

* The amount of consideration required for ages not shown in this table
will be calculated on the same basis as those shown and may be obtained from
Minnesota Mutual.
OPTION 4-- PERIOD CERTAIN ANNUITY

PERIOD CERTAIN AMOUNT OF PERIOD CERTAIN AMOUNT OF
(YEARS) CONSIDERATION (YEARS) CONSIDERATION
------- ------------- -------- -------------
1 $11.81 9 93.02
2 23.22 10 101.73
3 34.26 11 110.01
4 44.90 12 118.20

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<PAGE>

5 55.19 13 125.94
6 65.15 14 133.51
7 74.74 15 140.85
8 84.03 15 140.85

APPLICATION IS HEREBY MADE TO

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
SAINT PAUL, MINNESOTA 55101

for a Group contract providing Variable and/or Fixed Dollar annuity benefits.

1. The contract shall cover employees of:

----------------------------------------------------------------------
(Employer name as appears above will be used in legal documents-BE
ACCURATE)

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

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

2. If Contract Owner will be a Trust give EXACT name of Trust
------------

3. Type of contract applied for:

/ / Group Accumulation Annuity
/ / Group Deposit Administration

4. Until further notice, the allocation of contributions to the Separate
Account and the General Account shall be:

To Separate Account____________%

To General Account ____________%

/ / Optional (for Group Accumulation Annuity Contract only)
Each participant may elect the % allocation.

5. Effective Date requested
-------------------------------------------------

Page 15
(16107 Rev. 3-70)
<PAGE>

6. SPECIFICATIONS OF THE PLAN: If Contract Owner is Employer, complete all
items on Plan Specification Form 17171 and submit with this application.
If Contract Owner is a Trust, submit executed copy of Trust Agreement.

This application will be superseded by a final application to be made by
the Contract Owner when the contract is delivered and its terms accepted.

IT IS UNDERSTOOD THAT ALL PAYMENTS AND VALUES OF ANY CONTRACT ISSUED, WHEN BASED
ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO FIXED DOLLAR AMOUNT. RECEIPT OF A CURRENT VARIABLE ANNUITY
PROSPECTUS FOR MINNESOTA MUTUAL VARIABLE FUND D IS HEREBY ACKNOWLEDGED.

Signed at______________________________this date_____________________________

I certify that a current prospectus was delivered, ___________________________
and that no written sales materials other than (Contract Owner)
those furnished by the Home Office were used.
By
------------------------
Title
-----------------------

- ------------------------------ ------------
Registered Representative Code

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

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

FOR HOME OFFICE USE ONLY

Accepted by_______________________ Date_____________________Contract No._______

F. 17170 5-70

Page 16
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<PAGE>

APPLICATION

IS HEREBY MADE TO

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

VICTORY SQUARE, SAINT PAUL, MINNESOTA

for Contract Number____________________. Said contract is hereby approved and
the terms thereof are hereby accepted.

This application is executed in duplicate, one copy being attached to said
contract and the other being returned to The Minnesota Mutual Life Insurance
Company.

It is agreed that this application supersedes any previous application for the
said contract.

Executed at_______________________________________Date_________________________

For___________________________________________________________the Contract Owner

By____________________________Title___________________________________________

_____________________________________ _______ _____________________________
Signature of Registered Representative Code Broker-Dealer

F. 16847 Rev. 3-70

GROUP DEPOSIT ADMINISTRATION CONTRACT
VARIABLE ANNUITY BENEFITS--FIXED DOLLAR
ANNUITY BENEFITS--PARTICIPATING
NO INDIVIDUAL ALLOCATION--NON-CONTRIBUTORY

The owner is hereby notified that by virtue of his Policy he is a member of The
Minnesota Mutual Life Insurance Company, and that the annual Meetings of said
Company are held at its Home Office on the first Tuesday in March of each year
at three o'clock in the afternoon.

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
345 Cedar Street Saint Paul, Minnesota 55101
ORGANIZED IN 1880
F. 16107 Rev. 3-70

Page 17
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<PAGE>

Page 18
(16107 Rev 3-70)

<PAGE>
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
345 Cedar Street Saint Paul, Minnesota

organized in 1880

HEREBY AGREES TO THE TERMS AND PROVISIONS CONTAINED IN THIS POLICY

The Minnesota Mutual Life Insurance Company (herein called Minnesota Mutual)
agrees to pay at its Home Office in St. Paul, Minnesota, the benefits provided
by this contract.

This contract is issued in consideration of the application therefor and the
payment by the Contract Owner of purchase payments as hereinafter provided.

This contract is executed by Minnesota Mutual at its Home Office in St. Paul,
Minnesota, to take effect as of the Effective Date.

/s/ Robert J. Hasling /s/ Franklin Briese
Secretary Registrar President

GROUP ACCUMULATION ANNUITY CONTRACT
VARIABLE ANNUITY BENEFITS--
FIXED DOLLAR ANNUITY BENEFITS--PARTICIPATING
INDIVIDUAL ALLOCATION

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE
AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT

F.17097 3-70 Page 1

<PAGE>
TABLE OF CONTENTS

SECTION DESCRIPTION PAGE
- ------- ----------- ----

1. . . . . . . . DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 3
2. . . . . . . . ANNUITY PROVISIONS. . . . . . . . . . . . . . . . . . 3-6
2.01. . . . . Annuity Commencement Date . . . . . . . . . . . . . . . 3
2.02. . . . . Election of Optional Annuity Forms. . . . . . . . . . . 3
2.03. . . . . Application of Accumulation Value . . . . . . . . . . . 3
2.04. . . . . Optional Annuity Forms. . . . . . . . . . . . . . . . . 3
2.05. . . . . Determination of First Payment. . . . . . . . . . . . . 5
2.06. . . . . Variable and Fixed Dollar Annuities . . . . . . . . . . 5
2.07. . . . . Allocation of Annuity . . . . . . . . . . . . . . . . . 6
2.08. . . . . Lump Sum Settlement . . . . . . . . . . . . . . . . . . 6
3 . . . . . . . PURCHASE PAYMENTS . . . . . . . . . . . . . . . . . . . 6
3.01. . . . . . . .Amount of Purchase Payments. . . . . . . . . . . . 6
3.02. . . . . . . .Application of Purchase Payments . . . . . . . . . 6
3.03. . . . . . . .Limitations on Purchase Payments . . . . . . . . . 6
4 . . . . . . . VALUATION . . . . . . . . . . . . . . . . . . . . . . 6-7
4.01. . . . . . . .Net Investment Rate and Net
Investment Factor. . . . . . . . . . . . . . . . 6
4.02. . . . . . . .Accumulation Unit Value. . . . . . . . . . . . . . 7
4.03. . . . . . . .Annuity Unit Value . . . . . . . . . . . . . . . . 7
4.04. . . . . . . .Participant's Accumulation Value . . . . . . . . . 7
4.05. . . . . . . .Valuation of Separate Account Assets . . . . . . . 7
5 . . . . . . . DEATH AND OTHER TERMINATION BENEFITS. . . . . . . . . 7-8
5.01. . . . . . . .Death Benefits . . . . . . . . . . . . . . . . . . 7
5.02. . . . . . . .Termination Benefits . . . . . . . . . . . . . . . 7
5.03. . . . . . . .Non-Vested Accumulation Value. . . . . . . . . . . 8
6 . . . . . . . DISCONTINUANCE OF PURCHASE PAYMENTS . . . . . . . . . . 8
6.01. . . . . . . .Effective Date . . . . . . . . . . . . . . . . . . 8
6.02. . . . . . . .Effect of Discontinuance of Purchase
. . . . . . . . . .Payments . . . . . . . . . . . . . . . . . . . . . 8
7 . . . . . . . GENERAL PROVISIONS. . . . . . . . . . . . . . . . . .8-10
7.01. . . . . . . .Contract . . . . . . . . . . . . . . . . . . . . . 8
7.02. . . . . . . .Modification of Contract . . . . . . . . . . . . . 8
7.03. . . . . . . .Beneficiary. . . . . . . . . . . . . . . . . . . . 8
7.04. . . . . . . .Participation in Divisible Surplus . . . . . . . . 9
7.05. . . . . . . .Certificates and Statements. . . . . . . . . . . . 9
7.06. . . . . . . .Information To Be Furnished. . . . . . . . . . . . 9
7.07. . . . . . . .Adjustments on Account of
Misstatements. . . . . . . . . . . . . . . . . 9
7.08. . . . . . . .Facility of Payment. . . . . . . . . . . . . . . . 9

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<PAGE>

7.09. . . . . . . .Evidence of Survival . . . . . . . . . . . . . . . 9
7.10. . . . . . . .Assignment . . . . . . . . . . . . . . . . . . . . 9
7.11. . . . . . . .Reserves . . . . . . . . . . . . . . . . . . . . . 9
7.12. . . . . . . .Voting Rights. . . . . . . . . . . . . . . . . . . 9
7.13. . . . . . . .Relation of This Contract to
Separate Account . . . . . . . . . . . . . . . . . 9
7.14. . . . . . . .Deferment of Payments. . . . . . . . . . . . . . . 9
7.15. . . . . . . .Termination of Contract. . . . . . . . . . . . . .10

CONTRACT OWNER:
EFFECTIVE DATE:
CONTRACT NUMBER:
JURISDICTION:
PLAN:

SECTION 1. DEFINITIONS

1.02 PARTICIPANT
A person eligible to participate under the Plan, and on whose behalf purchase
payments have been or are being made under this contract.

1.03 CONTRACT ANNIVERSARY
An anniversary of the Effective Date of this contract.

1.04 CONTRACT YEAR
A period of one year commencing with the Effective Date or with any Contract
Anniversary.

1.05 ANNUITY PAYMENTS
A series of payments purchased under this contract for a Participant.

1.06 ANNUITY COMMENCEMENT DATE
The date upon which Annuity Payments begin, as determined in accordance with the
Plan.

1.07 NORMAL ANNUITY FORM
The form of Annuity Payments so designated in the Plan.

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<PAGE>

1.08 OPTIONAL ANNUITY FORM
A form of Annuity Payments (other than the Normal Annuity form) specified in
Section 2.

1.10 GENERAL ACCOUNT
All assets of Minnesota Mutual other than those in Variable Fund D or in other
separate accounts established by Minnesota Mutual.

1.12 PARTICIPANT'S INDIVIDUAL ACCOUNT
The sum of the Accumulation Units credited to the Participant.

1.13 PARTICIPANT'S ACCUMULATION VALUE
The dollar value of the Participant's Individual Account, as determined in
accordance with Section 4.04.

SECTION 2. ANNUITY PROVISIONS

2.01 ANNUITY COMMENCEMENT DATE
The Contract Owner shall notify Minnesota Mutual in writing at its Home Office
to effect Annuity Payments for a Participant, specifying the date such Annuity
Payments are to commence. Unless limited otherwise by the Plan, such date may
be the first day of any calendar month following the Participant's 50th
birthday, provided that it may not be earlier than 30 days following the date
such notice is given, and provided further that it may not be later than the
Participant's 75th birthday.

2.02 ELECTION OF OPTIONAL ANNUITY FORMS
The Contract Owner or the Participant may elect to have Annuity Payments made
under any of the Optional Annuity Forms prescribed in Section 2.04, provided
such election is received in writing by Minnesota Mutual at its Home Office at
least 30 days prior to the Annuity Commencement Date. If no such election is
received by Minnesota Mutual, Annuity Payments will be made in accordance with
the Normal Annuity Form.

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<PAGE>

2.03 APPLICATION OF ACCUMULATION VALUE
As of the Annuity Commencement Date, Minnesota Mutual shall apply the
Participant's Accumulation Value to provide Annuity Payments under the Optional
Annuity Form determined in accordance with Section 2.02; provided, however, that
the first monthly payment under such Optional Annuity Form must be at least
$20.00 in amount. If such first monthly payment would be less than $20,00 in
amount, the Participant's Accumulation Value will be paid to the Participant in
a lump sum as of his Annuity Commencement Date, and the Participant shall
thereafter have no further rights under this contract. The requirement that the
first monthly payment be at least $20.00 shall be imposed separately for that
portion of Annuity Payments payable as a fixed dollar annuity and as a variable
annuity.

The first payment under any of these Optional Annuity Forms will be determined
in accordance with Section 2.05. The second and subsequent payments will be
determined in accordance with Section 2.06. Minnesota Mutual reserves the right
to require proof satisfactory to it of the age of the Participant and any joint
annuitant prior to making the first payment under any Optional Annuity Form.

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<PAGE>

DOLLAR AMOUNT OF THE FIRST MONTHLY PAYMENT WHICH IS PURCHASED
WITH EACH $1,000 OF VALUE APPLIED

ADJUSTED AGE
OF ANNUITANT SINGLE LIFE ANNUITIES
------------- ------------------------------------------------------
MALE FEMALE OPTION 1 OPTION 2A OPTION 2B OPTION 2C
----- ------ -------- --------- --------- ----------
50 54 $4.74 $4.69 $4.62 $4.52
51 55 4.84 4.78 7.70 4.58
52 56 4.94 4.87 4.78 4.65
53 57 5.04 4.97 4.87 4.71
54 58 5.16 5.07 4.95 4.78
55 59 5.28 5.18 5.04 4.85
56 60 5.40 5.29 5.13 4.91
57 61 5.54 5.41 5.23 4.98
58 62 5.69 5.53 5.33 5.05
59 63 5.84 5.66 5.43 5.11
60 64 6.01 5.79 5.53 5.18
61 65 6.18 5.94 5.63 5.24
62 66 6.37 6.08 5.74 5.30
63 67 6.57 6.24 5.84 5.36
64 68 6.79 6.40 5.95 5.41
65 69 7.02 6.57 6.05 5.46
66 70 7.27 6.74 6.15 5.51
67 71 7.54 6.91 6.26 5.55
68 72 7.83 7.10 6.35 5.59
69 73 8.14 7.28 6.45 5.62
70 74 8.48 7.47 6.54 5.65
71 75 8.84 7.66 6.62 5.68
72 76 9.23 7.85 6.70 5.70
73 77 9.65 8.04 6.77 5.71
74 78 10.11 8.23 6.83 5.72
75 79 10.61 8.41 6.88 5.73

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<PAGE>

OPTION 3-JOINT AND LAST SURVIVOR LIFE ANNUITY
<TABLE>
<CAPTION>

ADJUSTED AGED OF
JOINT ANNUITANT* ADJUSTED AGE OF ANNUITANT*
---------------- -------------------------------------------------------------------
M-51 M-56 M-58 M-61 M-63 M-66 M-71
MALE FEMALE F-55 F-60 F-62 F-65 F-67 F-70 F-75
----- ------- ------ ----- ----- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50 54 $4.21 $4.35 $4.40 $4.47 $4.51 $4.57 $4.64
55 59 4.37 4.58 4.66 4.78 4.85 4.94 5.07
57 61 4.43 4.67 7.77 4.90 4.99 5.10 5.26
60 64 4.51 4.80 4.92 5.09 5.20 5.36 5.59
62 66 4.55 4.88 5.01 5.22 5.35 5.54 5.82
65 69 4.62 4.99 5.15 5.39 5.56 5.81 6.19
70 74 4.70 5.14 5.34 5.65 5.88 6.23 6.83
</TABLE>

* Dollar amounts of the first monthly payments for ages not shown in this
table will be calculated on the same basis as those shown and may be obtained
from Minnesota Mutual.

OPTION 4-- PERIOD CERTAIN ANNUITY

PERIOD CERTAIN DOLLAR AMOUNT PERIOD CERTAIN DOLLAR AMOUNT
(YEARS) OF FIRST PAYMENT (YEARS) OF FIRST PAYMENT
-------------- ---------------- --------------- ----------------
1 $84.65 9 $10.75
2 43.05 10 9.83
3 29.19 11 9.09
4 22.27 12 8.46
5 18.12 13 7.94
6 15.35 14 7.49
7 13.38 15 7.10
8 11.90

2.05 DETERMINATION OF FIRST PAYMENT
The tables contained herein are used to determine the first monthly annuity
payment. they show the dollar amount of the first monthly payment which can be
purchased with each $1,000 of Accumulation Value, after deduction of any
applicable premium taxes not previously deducted under the provisions of Section
3.03. Amounts shown in the tables are based on the Progressive Annuity Table
with interest at the rate of 3.5% per annum and assume births in the year 1900.
The amount of each payment depends upon the sex and adjusted age of the
Participant and any joint annuitant. The adjusted age is determined from the
actual age nearest birthday at the time and the first payment is due in the
following manner:

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<PAGE>

CALENDAR YEAR ADJUSTED AGE IS
OF BIRTH EQUAL TO----
------------- -------------------
Prior to 1900 Actual Age Plus 1
1900-1919 Actual Age
1920-1939 Actual Age Minus 1
1940-1959 Actual Age Minus 2
1960 and Later Actual Age Minus 3

Minnesota Mutual guarantees that the dollar amount of each such annuity
payment will not be affected by adverse mortality experience or by an
increase in Minnesota Mutual's expenses in excess of the expense deductions
provided for in the contract.

2.07 ALLOCATION OF ANNUITY
Unless Minnesota Mutual shall be notified in writing to the contrary by the
Contract Owner at least 30 days prior to the Annuity Commencement Date, General
Account accumulation units will be applied to provide a fixed dollar annuity and
Separate Account accumulation units will be applied to provide a variable
annuity.

2.08 LUMP SUM SETTLEMENT
By written notice to Minnesota Mutual by the Contract Owner at least 30 days
prior to the Annuity Commencement Date, a lump sum settlement of a Participant's
Accumulation Value may be elected in lieu of the application of such value to
provide Annuity Payments for the

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<PAGE>

Participant under an Optional Annuity Form. After such lump sum settlement has
been made, the Participant shall have no further rights under this contract.

SECTION 3. PURCHASE PAYMENTS

3.01 AMOUNT OF PURCHASE PAYMENTS
The aggregate amount of purchase payments to be paid by the Contract Owner in
each Contract Year shall be determined by the Contract Owner in accordance with
the provisions of the Plan. such purchase payments will be applied by Minnesota
Mutual to provide accumulation units for each Participant in accordance with
Section 3.02. Purchase payments for each Participant shall be allocated to the
General Account or the Separate Account in accordance with the instructions of
the Participant or Contract Owner. Such allocation may be changed as to future
purchase payments by written notice to Minnesota Mutual by the Participant or
Contract Owner, provided such notice is received by Minnesota Mutual at its Home
Office on or prior to the date of receipt of such purchase payments. All
purchase payments are payable at the Home Office of Minnesota Mutual.

3.02 APPLICATION OF PURCHASE PAYMENTS
Deductions totaling 7% plus any applicable premium taxes on the purchase
payments shall be made by Minnesota Mutual from each purchase payment received.
The balance of each purchase payment remaining after these deductions is
hereinafter called the net purchase payment. Minnesota Mutual shall determine
the number of accumulation units provided by the net purchase payment by
dividing the net purchase payment by the then current accumulation unit value.
Such determination shall be made as of the Valuation Date coincident with or
next following the date on which such purchase payment is received by Minnesota
Mutual at its Home Office, and shall be made separately for net purchase
payments allocated to the General Account and the Separate Account. The number
of accumulation units so determined shall not be affected by any subsequent
change in the accumulation unit value. The General Account accumulation unit
value will increase at the net investment rate specified in Section 4.01(a), but
the Separate Account accumulation unit value may vary from period to period.

3.03 LIMITATIONS ON PURCHASE PAYMENTS
The minimum purchase payment which may be made at any time on behalf of each
participant is $10.00; provided, however, that if such purchase payments are to
be allocated to both the General and the Separate Account, the minimum purchase
payment which may be allocated at any time to either Account shall be $10.00.

As to any Participant, Minnesota Mutual may limit the maximum purchase payments
which will be accepted under the contract for any Contract Year to the greater
of (a) the purchase payments made under the contract on behalf of such
Participant for the immediately preceding Contract Year, or (b) the average
purchase payments made under the contract on behalf of such Participant for all
prior Contract Years.

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<PAGE>

SECTION 4. VALUATION

(b) The Separate Account net investment rate for any valuation period is
equal to the gross investment rate expressed in decimal form to six places,
less a deduction of not more than .0106 per annum. The amount of the
deduction may be changed from time to time by Minnesota Mutual, but not
more often than annually, and in no event will the deduction exceed .0106
per annum. Such gross investment rate is equal to (1) the investment
income and capital gains and losses, whether realized or unrealized, on the
assets of the Separate Account during such valuation period, less a
deduction for any applicable income taxes arising from such income and
realized and unrealized capital gains, divided by (2) the value of such
assets at the beginning of the valuation period. Such gross investment
rate may be either positive or negative.

4.03 ANNUITY UNIT VALUE
The value of a General Account annuity unit will always be $1.00. the value of
a Separate Account annuity unit is determined monthly as of the first day of
each month. The value of a Separate Account annuity unit on the first day of
each month is equal to its value on the first day of the preceding month
multiplied by the product of (a) .997137, and (b) the ratio of the Separate
Account accumulation unit value for the Valuation Date next following the
fourteenth day of the preceding month to the corresponding accumulation unit
value for the Valuation Date next following the fourteenth day of the second
preceding month. The value of an annuity unit on any date other than the first
day of a month is equal to its value on the first day of the next succeeding
month.

Page 10
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<PAGE>

4.04 PARTICIPANT'S ACCUMULATION VALUE
The Participant's Accumulation Value as of any date is equal to the product of
(a) the Participant's Individual Account, and (b) the accumulation unit value.
Such calculation shall be made separately for the portions of the Participant's
Individual Account made up of General Account and Separate Account accumulation
units. The applicable General Account or Separate Account accumulation unit
value is the accumulation unit value for the Valuation Date coincident with or
next following the date on which the Participant's Accumulation Value is being
determined; provided, however, that for purposes of determining the first
monthly Annuity Payment pursuant to Section 2.05, the applicable accumulation
unit value is the value on the Valuation Date next following the fourteenth day
of the month preceding the Annuity Commencement Date.

SECTION 5. DEATH AND OTHER TERMINATION BENEFITS

5.01 DEATH BENEFITS
In the event of the death of a Participant prior to his Annuity Commencement
Date, the beneficiary of the Participant will receive as a death benefit the
Participant's Accumulation Value, determined as of the valuation Date coincident
with or next following the date due proof of death is received by Minnesota
Mutual at its Home Office. The death benefit will be paid in a single sum; or,
at the option of the beneficiary, may be applied under Option 1, Option 2, or
Option 4, of the Optional Annuity Forms specified in Section 2.04, subject to
the minimum payment requirements of Section 2.03.

5.02 TERMINATION BENEFITS
In the event that purchase payments for an individual Participant are terminated
before his Annuity Commencement Date, the Participant shall be entitled to a
vested interest in his Individual Account to the extent specified in the Plan.
The Contract Owner will notify Minnesota Mutual as to the manner in which the
Participant's vested interest shall be disbursed, in accordance with one of the
following provisions:

(a) The Accumulation Value of the Participant's vested interest in his
Individual Account shall be paid in a single sum to the Participant.

(b) The vested portion of the Participant's Individual Account shall be
continued under the contract, but with no further purchase payments being
made on the Participant's behalf, for later application to provide Annuity
Payments at the Participant's Annuity Commencement Date. At any time prior
to such Annuity Commencement Date, the Participant, with the written
consent of the Contract Owner, may receive in a single sum the then current
Accumulation Value of his vested interest in his Individual Account.

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<PAGE>

If permitted by the Plan, a partial payment of the Accumulation Value of the
Participant's vested interest in his Individual Account may be made under
paragraphs (a) and (b) above. However, no such partial payment will be allowed
for an amount of less than $250. In the event of any such payment, that portion
of the Participant's Individual Account having an Accumulation Value equal to
the dollar amount withdrawn shall be cancelled.

5.03 NON-VESTED ACCUMULATION VALUE
Any portion of a Participant's Individual Account which does not vest in him in
accordance with the Plan in the event of termination of purchase payments shall
be cancelled as of the same date on which the Participant's vested interest is
determined. Unless otherwise specified in the Plan, the Accumulation Value of
such non-vested portion of the Participant's Individual Account shall be applied
by Minnesota Mutual to reduce future purchase payments payable by the Contract
Owner under this contract.

6.01 DISCONTINUANCE OF PURCHASE PAYMENTS
Purchase payments may be discontinued under either of the following
circumstances:

(a) Minnesota Mutual may discontinue acceptance of purchase payments as of
a date specified in a written notice to the Contract Owner if the contract
is no longer part of a plan qualified under Section 401 (a), 403(a),
403(b), or other provision of the Internal Revenue Code allowing similar
tax treatment.

6.02 EFFECT OF DISCONTINUANCE OF PURCHASE PAYMENTS
Discontinuance of purchase payments will have no effect on Participants as to
whom Annuity Payments have commenced.

All other Participants shall have a 100% vested interest in their Individual
Accounts, which shall be subject to the provisions of Section 5.02. After
discontinuance of purchase payments as provided herein, purchase payments may
subsequently be resumed only with the written consent of Minnesota Mutual.

SECTION 7. GENERAL PROVISIONS

7.01 CONTRACT
This contract and the application therefor, which is attached hereto, constitute
the entire contract between the parties. This contract is delivered in, and
shall be construed according to the laws of the jurisdiction specified on Page 2
hereof. With respect to all transactions regarding this contract, except as may
be otherwise specifically provided, Minnesota Mutual may deal with the

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<PAGE>

Contract Owner on the basis that the Contract Owner has full ownership and
control of the contract.

7.02 MODIFICATION OF CONTRACT
This contract may be modified at any time by written agreement between Minnesota
Mutual and the Contract Owner. However, no such modification will adversely
affect the rights of any Participant unless the modification is made to comply
with a law or government regulation.

7.03 BENEFICIARY
A Participant may designate a beneficiary to receive any amount which may become
payable to such beneficiary under the terms of the Plan. The designation may be
made or changed by the Participant at any time during his lifetime by filing
satisfactory written notice with Minnesota Mutual at its Home Office. The new
designation shall take effect only upon being recorded by Minnesota Mutual at
its Home Office. When so recorded, even in the Participant is not then living,
it shall take effect as of the date the notice was signed, subject to any
payment made by Minnesota Mutual before recording the change.

7.04 PARTICIPATION IN DIVISIBLE SURPLUS
This is a participating contract. The portion, if any, of the divisible surplus
of Minnesota Mutual accruing upon this contract shall be determined annually by
Minnesota Mutual and shall be credited to the contract on such basis as is
determined by Minnesota Mutual.

7.05 CERTIFICATES AND STATEMENTS
Minnesota Mutual shall issue to each Participant as to whom Annuity Payments are
provided hereunder an individual certificate setting forth the amount and terms
of such Annuity Payments. At least once in each Contract Year, Minnesota Mutual
will furnish the Contract Owner a statement of each Participant's Individual
Account, the current accumulation unit value, and each Participant's
Accumulation Value. Such statement shall be as of a date within four months of
the mailing of the statement.

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<PAGE>

7.06 INFORMATION TO BE FURNISHED
The Contract Owner shall furnish any information or evidence which Minnesota
Mutual may reasonably require in order to administer this contract. If the
Contract Owner cannot furnish any required item of information, Minnesota Mutual
may request the person concerned to furnish such information. Minnesota Mutual
shall not be liable for the fulfillment of any obligation in any way dependent
on such information until it receives such information in a form satisfactory to
it.

7.07 ADJUSTMENTS ON ACCOUNT OF MISSTATEMENTS
If it shall be found that the age or sex of any person with respect to whom an
annuity shall have been purchased hereunder shall have been misstated, the
amount of the annuity payable by Minnesota Mutual shall be that provided by the
number of accumulation units allocated to effect such annuity on the basis of
the corrected information without changing the date of the first payment of the
annuity. The dollar amount of any underpayment made by Minnesota Mutual shall
be paid in full with the next payment due such person or his beneficiary. The
dollar amount of any overpayment made by Minnesota Mutual shall be deducted from
payments subsequently accruing to such person or his beneficiary under this
contract.

7.08 FACILITY OF PAYMENT
If Minnesota Mutual receives evidence satisfactory to it that any person is
legally, physically or mentally incapable of giving a valid release for any
payment due such person under this contract, Minnesota Mutual may make payment
thereof to such other person, persons, or institution who appear to Minnesota
Mutual as having assumed the custody and principal support of the person to whom
such payment is due. Minnesota Mutual shall be released from liability to the
extent of such payment.

7.09 EVIDENCE OF SURVIVAL
When any payment under this contract is contingent upon the survival of any
person, evidence of such person's survival must be furnished to Minnesota Mutual
either by personal endorsement of the check drawn for said payment or by other
means satisfactory to Minnesota Mutual.

7.10 ASSIGNMENT
This contract may not be assigned, sold, transferred, discounted, or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose, and, to the maximum extent permitted by law, benefits payable
under this contract shall be exempt from the claims of creditors.

Page 14
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<PAGE>

7.11 RESERVES
The reserve held by Minnesota Mutual for any Annuity Payments hereunder shall be
not less than the reserve liability determined by Minnesota Mutual in accordance
with the mortality table and interest rate used to establish the amount of the
first such Annuity Payment.

7.12 VOTING RIGHTS
Each Participant shall have the right to vote at the meetings of owners of
contracts for which reserves are maintained in the Separate Account, and shall
cast the votes attributable to this contract in conformity with the provisions
of the rules and regulations of the Separate Account.

713 RELATION OF THIS CONTRACT TO SEPARATE ACCOUNT
Minnesota Mutual shall have exclusive and absolute ownership and control of the
assets of both its General Account and its Separate Account.

7.14 DEFERMENT OF PAYMENTS
Whenever any payment under this contract is to be made in a single sum, payment
will be made within 7 days after the date written request for such payment is
received by Minnesota Mutual at its Home Office, except that payment in a single
sum of any death benefit payable to a beneficiary will be made within 7 days
after the date due proof of death is received by Minnesota Mutual at its Home
Office and except as Minnesota Mutual may be permitted to defer any payment
under the Investment Company Act of 1940.

7.15 TERMINATION OF CONTRACT
This contract shall finally terminate and cease to be in effect when Minnesota
Mutual shall have completed all payments due hereunder.

APPLICATION IS HEREBY MADE TO

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
SAINT PAUL, MINNESOTA 55101

for a Group Contract providing Variable and/or Fixed Dollar annuity benefits.

1. The contract shall cover employees of:

______________________________________________________________________
(Employer name as appears above will be used in legal documents-BE
ACCURATE)

Address__________________________________________________________________

_________________________________________________________________________

2. If Contract Owner will be a Trust give EXACT name of
Trust_______________________

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<PAGE>

3. Type of contract applied for:

/ / Group Accumulation Annuity
/ / Group Deposit Administration

4. Until further notice, the allocation of contributions to the Separate
Account and the General Account shall be:

To Separate Account____________%
To General Account ____________%

/ / Optional (for Group Accumulation Annuity Contract only)
Each participant may elect the % allocation.

5. Effective Date requested___________________________________________

This application will be superseded by a final application to be made by
the Contract Owner when the contract is delivered and its terms accepted.

Signed at___________________________ this date_______________________________

I certify that a current prospectus was delivered, __________________________
and that no written sales materials other than (Contract Owner)
those furnished by the Home Office were used.
By________________________

Title_____________________

__________________________________ __________
Registered Representative Code

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

Page 16
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<PAGE>

FOR HOME OFFICE USE ONLY

Accepted by_______________________ Date_____________________Contract No._______

F. 17170 5-70

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<PAGE>

APPLICATION

IS HEREBY MADE TO

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

VICTORY SQUARE, SAINT PAUL, MINNESOTA

for Contract Number____________________. Said contract is hereby approved and
the terms thereof are hereby accepted.

This application is executed in duplicate, one copy being attached to said
contract and the other being returned to The Minnesota Mutual Life Insurance
Company.

It is agreed that this application supersedes any previous application for the
said contract.

Executed at_______________________________________Date_________________________

For_____________________________________________________, the Contract Owner

By____________________________Title___________________________________________

__________________________________ _______ _______________________
Signature of Registered Representative Code Broker-Dealer

F. 16847 Rev. 3-70

GROUP ACCUMULATION ANNUITY CONTRACT
VARIABLE ANNUITY BENEFITS
FIXED DOLLAR ANNUITY BENEFITS
PARTICIPATING INDIVIDUAL ALLOCATION

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
345 Cedar Street Saint Paul, Minnesota 55101
ORGANIZED IN 1880

Page 18
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<PAGE>
CERTIFICATE OF PARTICIPATION Participant:

MINNESOTA MUTUAL LIFE Contract Owner:

Plan:

Certificate Number:

Group Contract Number:

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

The Minnesota Mutual Life Insurance Company (herein called Minnesota Mutual)
will make monthly Annuity Payments to the Participant, commencing on the Annuity
Commencement Date determined in accordance with the Plan. The amount and form
of such Annuity Payments, and the portion thereof payable as a Fixed Dollar
Annuity or as a Variable Annuity, shall be as determined by the provisions of
the Plan and the Group Contract.

Any death benefits or withdrawal benefits payable prior to the Annuity
Commencement Date shall be governed by the terms of the Plan and the Group
Contract. The beneficiary for any death benefits shall be as designated in
writing by the Participant in a form satisfactory to Minnesota Mutual.

At the Annuity Commencement Date, Minnesota Mutual shall issue to the
Participant an additional certificate or contract setting forth in detail the
nature of the Annuity Payments to be made in accordance with the Plan.

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

/s/ Robert J. Hasling
Secretary

ALL PAYMENTS AND VALUES DESCRIBED IN THIS CERTIFICATE, WHEN
BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE
NOT GUARANTEED AS TO DOLLAR AMOUNT

F. 17167 4-70

<PAGE>
MINNESOTA MUTUAL LIFE H.R. 10 (KEOGH PLAN) AGREEMENT
- --------------------------------------------------------------------------------

WHAT DOES THIS AGREEMENT PROVIDE?

This agreement modifies certain contract provisions when it is used in
connection with a qualified employer plan under the Self-Employed Individuals
Tax Retirement Act of 1962, as amended.

WHEN MAY AN ANNUITANT'S ANNUITY BEGIN?

If the annuitant is or has been an owner-employee, then an annuity may not begin
before the annuitant's actual age 59 1/2. The annuity for such an annuitant
must begin no later than the annuitant's actual age 70 1/2.

WHAT ANNUITY FORMS ARE AVAILABLE?

All of the options provided by this contract are available. However, under
Options 2 and 4 the period certain may not extend beyond the life expectancy of
the annuitant.

MAY THE CONTRACT BE SURRENDERED?

If the annuitant is or has been an owner-employee, the accumulation value may
not be paid before the date of the annuitant's actual age of 59 1/2; unless:

a) the annuitant provides us with satisfactory evidence that he is
disable, as defined in the statutory provisions governing H.R. 10
plans, or

b) we receive written certification than an excess contribution, as
defined in the statutory provisions governing H.R. 10 plans, has been
made to this contract. In such a case a withdrawal for the amount of
the excess contribution may be made.

This agreement is effective as of the original contract date of this contract
unless a different effective date is shown here.

/s/ Robert J. Hasling
Secretary

/s/ Coleman Bloomfield
President

83-9057 H.R. 10 (Keogh Plan) Agreement

<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MINNESOTA MUTUAL INDIVIDUAL RETIREMENT ANNUITY
(IRA) AGREEMENT
- --------------------------------------------------------------------------------

WHAT DOES THIS AGREEMENT PROVIDE?

This agreement modifies the contract. Provisions are changed before issue. In
the event of a conflict between the provisions of this agreement and the
contract to which it is attached, the provisions of this agreement will control.
These changes will allow its use: (a) with a Simplified Employee Pension
(herein "SEP"); and/or (b) as an Individual Retirement Annuity under the
Employee Retirement Income Security Act of 1974, as amended (herein "IRA"), or
(c) with a Savings Incentive Match Plan for Employees (herein SIMPLE-IRA).

PURCHASE PAYMENTS
- ----------------------------------------
- ----------------------------------------

ARE IRA PURCHASE PAYMENTS LIMITED?

Yes. Where the annuitant has an IRA, purchase payments may be limited. An
annual cash purchase payment may not exceed the lesser of: (a) the amount of
compensation includible in gross income in any taxable year; or (b) $2,000, or
such other maximum amount as may be allowed by law.

Where an annuitant establishes an IRA along with a nonemployed spouse, purchase
payments may be limited. They are also limited if the annuitant is the
nonemployed spouse. The cash purchase payments for both annuities and accounts
must then be considered together. They may not exceed the lesser of: (a) the
amount of compensation includible in the working spouse's compensation
includible in gross income in any taxable year; or (b) $4,000, or such other
maximum amount as may be allowed by law. In no event may an annuitant's annual
purchase payment exceed the cash amount of: (a) $2,000; or (b) the maximum
annual contribution allowed for an IRA.

ARE SIMPLE-IRA PURCHASE PAYMENTS LIMITED?

Yes. Where the annuitant's employer establishes a SIMPLE-IRA, purchase
payments may be limited. The annual cash purchase payments must be the lesser
of: (a) an amount equal to 100% of the compensation included in gross income
in any taxable year; or (b) $6,000, or such other maximum amount as may be
allowed by law. Mandated employer purchase payments, in addition to your
purchase payments, can range from 0% to 3% of your annual compensation.

DO PURCHASE PAYMENT LIMITATIONS APPLY TO A ROLLOVER?

No. Limits on purchase payments to the contract do not apply with a rollover
contribution. A rollover contribution is one within the meaning of sections
408(d)(3), 402(c), 403(a)(4) or 403(b)(8) of the Internal Revenue Code (herein
"Code") or a purchase payment made in accordance with the terms of a SEP as
described in section 408(k) of the Code. In that case, a cash purchase
payment may be the amount received by or on behalf of an annuitant as all or
any portion of a distribution which is a rollover contribution. The
distribution may be one from an individual retirement account, annuity or bond
plan; or an eligible rollover distribution from a tax-exempt employee's trust,
a qualified employee annuity plan or such other plan as may be allowed by law.
A rollover contribution must be received by us not later than 60 days after
the annuitant receives it. A direct rollover payment may be made to us from
the plan making the distribution. A purchase payment may not include
contributions to a tax-qualified plan made by the annuitant as an employee.

MAY THE ANNUITANT ALWAYS MAKE PURCHASE PAYMENTS?

No. We will not accept purchase payments under this contract as of a date the
annuitant is not eligible for an IRA, SEP, or SIMPLE-IRA.

In addition, no additional cash contributions or rollover contributions may be
accepted under the contract if: (a) the owner dies before the distribution of
the entire interest in the contract; and (b) the beneficiary is not the
surviving spouse.

Purchase payments which exceed those allowed for an IRA may be returned. We
will send them to the annuitant. Return is without regard to the provisions of
this contract dealing with withdrawals. Excess purchase payments to a SEP or
SIMPLE-IRA may similarly be returned. We will send them to the payer.

DISTRIBUTION PROVISIONS
- ----------------------------------------
- ----------------------------------------

ARE THERE RULES FOR THE TIMING OF DISTRIBUTIONS?

Yes. The distribution of an annuitant's value shall be made in accordance with
the minimum distribution requirements of section 408(b)(3) of the Code and the
regulations thereunder, including the incidental death benefit provisions of
section 1.401(a)(9)-2 of the proposed regulations. All of these rules are
incorporated herein by reference.

The annuitant's accumulation value, or withdrawal value if applicable, must be
distributed or begin to be distributed, by the annuitant's required beginning
date. This is the April 1 following the calendar year in which the annuitant
reaches age 70 1/2. For each succeeding year, a distribution must be made on or
before December 31.

WHAT FORMS OF DISTRIBUTION ARE AVAILABLE?

By the required beginning date the annuitant may elect to have the accumulation
value, or withdrawal value if

The Minnesota Mutual Life Insurance Company
<PAGE>

applicable, distributed. It must be in one of the following forms:

(a) a single sum payment;

(b) equal or substantially equal payments over the life of the
annuitant;

(d) equal or substantially equal payments over a specified period that
may not be longer than the annuitant's life expectancy;

(e) equal or substantially equal payments over a specified period that
may not be longer than the joint life and last survivor expectancy
of the annuitant and spouse.

Options (b), (c), (d), and (e) can be satisfied by an annuity form elected by
the annuitant or by systematic withdrawal.

Payments must be made in periodic payments at intervals of no longer than one
year. In addition, payments must be either nonincreasing or they may increase
only as provided in Q&A F-3 of section 1.401(a)(9)-1 of the Proposed Income Tax
Regulations or such final regulations as adopted.

ARE THERE SPECIAL RULES IF THE ANNUITANT DIES BEFORE THE ENTIRE VALUE IN THE
CONTRACT IS DISTRIBUTED?

Yes. If the annuitant dies on or after the date distributions have begun, the
entire remaining value must be distributed at least as rapidly as under the
method of distribution being used as of the date of the annuitant's death. If
the annuitant dies before distributions have begun, the entire remaining value
must be distributed as elected by the annuitant or, if the annuitant has not so
elected, as elected by the beneficiary or beneficiaries, as follows:

(a) by December 31st of the year containing the fifth anniversary of
the annuitant's death; or

(b) in equal or substantially equal payments over the life or life
expectancy of the designated beneficiary or beneficiaries starting
by December 31st of the year following the year of the annuitant's
death. If, however, the beneficiary is the annuitant's surviving
spouse, then this distribution is not required to begin until
later. It must begin by December 31st of the year in which the
annuitant would have turned 70 1/2.

ARE OTHER OPTIONS AVAILABLE TO A SPOUSE BENEFICIARY?

Yes. In addition to the options discussed above, the spouse beneficiary has
other options. He or she may elect to treat the annuitant's IRA as his or her
own. This is done by either: (a) not taking a distribution within the required
time period; or (b) making eligible IRA contributions to it.

If the beneficiary chooses one of these options then he or she is the contract
owner. He or she will assume all rights and privileges under the contract.
This right is available only to the spouse of the annuitant.

HOW ARE LIFE EXPECTANCIES FOR CALCULATING REQUIRED DISTRIBUTIONS DETERMINED?

Life expectancy is computed by use of the expected return multiples in Table V
and VI of section 1.72-9 of the Income Tax Regulations.

Unless otherwise elected by the annuitant prior to the commencement of
distributions or, if applicable, by the surviving spouse where the annuitant
dies before distributions have commenced, life expectancies of an annuitant or
spouse beneficiary shall be recalculated annually for purposes of required
distributions. An election not to recalculate shall be irrevocable and shall
apply to all subsequent years. The life expectancy of a nonspouse beneficiary
shall not be recalculated. Instead, life expectancy will be calculated using
the attained age of such beneficiary during the calendar year in which the
annuitant attains age 70 1/2, and payments for subsequent years shall be
calculated based on such life expectancy reduced by one for each calendar year
which has elapsed since the calendar year life expectancy was first calculated.

MAY THE ANNUITANT SATISFY MINIMUM DISTRIBUTION REQUIREMENTS BY RECEIVING A
DISTRIBUTION FROM ANOTHER IRA?

Yes. An annuitant may satisfy the minimum distribution requirements under
sections 408(a)(6) and 408(b)(3) of the Code by receiving a distribution from
one IRA that is equal to the amount required to satisfy the minimum distribution
requirements for two or more IRAs. For this purpose, the owner of two or more
IRAs may use the "alternative method" described in Notice 88-38, to satisfy the
minimum distribution requirements described above.

WITHDRAWAL BENEFITS
- ----------------------------------------
- ----------------------------------------

ARE THERE LIMITS ON WITHDRAWALS?

Yes. These limits apply to a partial withdrawal or a surrender of the contract
before the annuitant's age 59 1/2. In that case, we must receive notice of the
intended disposition of the proceeds. This will not apply if the annuitant dies
or is disabled.

MAY TAX PENALTIES APPLY?

Yes. If a withdrawal or surrender occurs before the annuitant is age 59 1/2,
the annuitant may be subject to tax penalties. These penalties are imposed
under the Code. The annuitant may not be subject to tax penalties on amounts
received before age 59 1/2 if: (1) the annuitant becomes disabled as defined by
the Code; (2) the amount received is in excess of the allowed deduction and
returned to the annuitant before the required tax return filing date for that
year, together with any earned

2 Minnesota Mutual
<PAGE>

interest; or (3) if the entire amount in the contract is received and reinvested
in a similar plan entitled to similar tax treatment. Additional exceptions to
tax penalties may be available to the annuitant.

We will not be liable for any tax penalties under this contract. We are not
liable for penalties on amounts received or paid by us under this contract. Any
transaction treated by law as a contract distribution may be treated by us as a
complete contract surrender.

GENERAL INFORMATION
- ----------------------------------------
- ----------------------------------------

IS THE INTEREST OF THE ANNUITANT IN THIS CONTRACT NONFORFEITABLE?

Yes. The entire interest of the annuitant in this contract is nonforfeitable.
The annuitant shall possess the entire benefit provided by this contract. This
contract is established for the exclusive benefit of the annuitant and his or
her beneficiaries.

HOW WILL DIVIDENDS BE APPLIED?

Dividends, if received, must be added to the accumulation value or applied to
increase annuity payments.

HOW WILL A REFUND OF PREMIUMS BE APPLIED?

Any refund of premiums (other than those attributable to excess purchase
payments) will be applied, before the close of the calendar year following the
year of the refund, toward the payment of future premiums or the purchase of
additional benefits.

MAY THIS AGREEMENT BE AMENDED?

Yes. This contract may be amended as required to reflect any change in the
Code, regulations or published revenue rulings. The annuitant will be deemed to
have consented to any such amendment. We will promptly furnish any such
amendment to the annuitant.

This agreement is effective as of the original contract date unless a different
effective date is shown here.

/s/ Dennis E. Prohofsky

Secretary

/s/ Robert L. Senkler

President

83-9058 Rev 3-1997 Minnesota Mutual 3

<PAGE>
MINNESOTA MUTUAL TAX SHELTERED ANNUITY AMENDMENT

We have made the following changes to your contract. They modify the contract.
They are considered to be a part of it. This agreement is effective as of the
original contract date unless a different effective date is shown here.

WHAT DOES THIS AGREEMENT PROVIDE?

This Agreement modifies your contract. The Agreement is used when the contract
is issued to fund a tax sheltered annuity program. This is as described in
Section 403(b) of the Internal Revenue Code (hereinafter "Code"), as amended.

PURCHASE PAYMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ARE PURCHASE PAYMENTS LIMITED?

Yes. Where the annuitant has a tax sheltered annuity, purchase payments may be
limited. Elective deferrals which are purchase payments made by salary
reduction are limited to: (a) $9,500; or (b) an indexed amount, if greater.

A special increased limit in the case of an annuitant who has completed 15 years
of service with an educational organization, a hospital, a home health service
agency, a church, a convention or association of churches, or a health and
welfare service agency may be available. The limit for any one year is
increased by the lesser of:

(a) $3,000;

(b) $15,000 reduced by amounts already excluded for prior taxable years by
reason of this special exception; or

(c) the excess of $5,000 multiplied by the number of years of service the
annuitant has with the employer less all prior elective deferrals.

The amount of salary reduction excludable from an annuitant's gross income may
actually be less than the amount permitted under this limit on elective
deferrals. This may be true if the annuitant's exclusion allowance, described
in Section 403(b)(2), of the Code or the overall limit as described in Section
415(c) of the Code is less.

WITHDRAWAL AND SURRENDERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ARE THERE RESTRICTIONS ON WHEN WITHDRAWALS FROM THIS CONTRACT MAY BE MADE?

Yes. Contracts issued to fund 403(b) tax sheltered annuity programs must
restrict certain withdrawals. Any purchase payment made after January 1, 1989
pursuant to a salary reduction agreement between you and your employer may be
paid only when:

88-9213 The Minnesota Mutual Life Insurance Company
<PAGE>

(a) you attain age 59 1/2;

(b) when you separate from service with your employer;

(d) when you become disabled; or

(e) if you qualify for a hardship withdrawal.

WHAT IS MEANT BY A HARDSHIP WITHDRAWAL?

A hardship withdrawal is one that is made on account of an immediate and heavy
financial need and a withdrawal is necessary to satisfy that financial need.
You may be required to provide us with information so that we may be satisfied
that your hardship is one described in the Code and its regulations.

WHAT AMOUNT MAY BE WITHDRAWN UNDER THE HARDSHIP PROVISION?

You may withdraw only the amount represented by your salary reduction
contributions. Any earnings attributable to such contributions may not be
withdrawn.

MAY TAX PENALTIES APPLY?

(a) the annuitant becomes disabled as defined by the Code;

(b) The amount received is in excess of the allowed elective deferral and
returned to the annuitant before the required tax return filing date
for that year, together with any earned interest; or

We will not be liable for any tax penalties on amounts received or paid by us
under this contract. We also retain the right to treat any transaction treated
by law as a contract distribution as a complete contract surrender.

88-9213 The Minnesota Mutual Life Insurance Company
<PAGE>

GENERAL INFORMATION

IS THERE A TIME WHEN DISTRIBUTIONS FROM THIS CONTRACT MUST BE MADE?

Yes. Distributions must begin within 90 days after the end of the year in which
the annuitant reaches age 70 1/2. Distributions may be made as withdrawals or
under one of the available annuity forms. In order to avoid tax penalties, you
will have to meet certain minimum distribution requirements.

IS THIS CONTRACT TRANSFERABLE?

No. This contract is non-transferable. It may not be sold or assigned.

/s/ Dennis E. Prohofsky
Secretary

/s/ Robert L. Senkler
President

88-9213 The Minnesota Mutual Life Insurance Company

<PAGE>

MINNESOTA MUTUAL LIFE ENDORSEMENT
The Minnesota Mutual Life Insurance Company; 400 North Robert Street, St. Paul,
Minnesota 55101-2098

90-9242
The following changes modify the contract we issued. This agreement is subject
to all the contract's terms and conditions. The purpose of this agreement is to
modify the contract to create sub-accounts. They will be added within the
existing separate account. The sub-accounts will allow the contract to permit
additional investment options.

SECTION 1. DEFINITIONS

1.05 SEPARATE ACCOUNT

Those assets of Minnesota Mutual in a separate investment account
established by Minnesota Mutual. It is called "Minnesota Mutual Variable
Fund D". It was created under the laws of Minnesota. It is for this class
of contracts. The Separate Account has several sub-accounts.

1.09 ACCUMULATION VALUE

The dollar value of the Individual Account, as determined in accordance
with Section 4.04. The Accumulation Value is composed of individual
account values in the General Account and/or in one or more sub-accounts of
the Separate Account. The total of those values will be the Accumulation
Value. Interests in the sub-accounts shall be valued separately.

1.10 FUND

A mutual fund or separate investment portfolio within a series mutual fund.
It must be designated as an eligible investment for the separate account.

SECTION 3. PURCHASE PAYMENTS

3.02 ALLOCATION OF PURCHASE PAYMENTS

Purchase payments may be allocated to the General Account or to the
Separate Account and its sub-accounts. They shall be as specified in the
application. Such allocation may be changed as to subsequent purchase
payments by written notice to Minnesota Mutual by the Participant or by the
Owner. The notice must be received by Minnesota Mutual at its Home Office
on or prior to the date of receipt of such purchase payments.

The Separate Account is divided into sub-accounts. For each sub-account
there is a fund for the investment of that sub-account's assets. Amounts
are invested in the funds at their net asset value.

The Separate Account is composed of the following sub-accounts. Currently,
they are as follows: Stock Sub-Account; Index Sub-Account; Bond Sub-
Account; Mortgage Securities Sub-Account; Money Market Sub-Account and
Managed Sub-Account.

90-9242
<PAGE>

Purchase payments may be applied to one or more of these sub-accounts.
They may also be applied to any other sub-account which may be established
by Minnesota Mutual. It must do so under the Separate Account for
contracts of this class. We reserve the right to add, combine or remove
any sub-accounts of the Separate Account.

If investment in a fund should no longer be possible Minnesota Mutual may
substitute another fund. It may do the same if it determines that a fund
is inappropriate for contracts of this class. Substitution may be with
respect to existing Accumulation Values, future purchase payments and
future annuity payments.

SECTION 4. VALUATION

4.01 NET INVESTMENT RATE AND NET INVESTMENT FACTOR

B. The gross investment rate is equal to: (1) the net asset value per
share of a fund share held in a sub-account of the Separate Account
determined at the end of the current valuation period; plus (2) the
per share amount of any dividend or capital gain distribution by such
fund if the "ex-dividend" date occurs during the current valuation
period; divided by (3) the net asset value per share of that fund
share determined at the end of the preceding valuation period. The
gross investment rate may be positive or negative.

C. The Separate Account net investment factor describes the investment
performance of a sub-account of the Separate Account. It is for the
period from one valuation period to the next. For any such sub-
account, the net investment factor for a valuation period is the gross
investment rate for such sub-account for the valuation period less a
deduction for the mortality and expense risk charge at the rate of
.795%. The net investment factor for each sub-account other than the
sub-account holding shares of the Stock Portfolio of MIMLIC Series
Fund, Inc. ("Series Fund"), shall be increased by Minnesota Mutual.
It will be increased to the extent that on an annual basis the
investment advisory fee accrued by the Portfolio in which the sub-
account invests, as a percentage of the value of the average net
assets of such Portfolio, exceeds .265% per annum. The net investment
factor for the sub-account holding shares of the Stock Portfolio of
the Series Fund shall be adjusted by Minnesota Mutual. It will be
adjusted so that on an annual basis the expenses, including the
investment advisory fee, of that Portfolio, as a percentage of the
average net assets of such Portfolio, exceed .265% per annum. For
purposes of this computation, "expenses" shall be determined on the
basis of generally accepted accounting principles applicable to
registered investment companies. However, they shall exclude any
expenses of the Stock Portfolio which are reimbursed by Minnesota
Mutual or any other person, any interest expense or amortization of
debt discount or any income tax expense.

90-9242
<PAGE>

SECTION 7. TRANSFER PROVISIONS

7.01 TRANSFER

A transfer is a reallocation of amounts held under this contract. It may
be between the General Account and the Separate Account. It may be among
the sub-accounts of the Separate Account.

7.02 TRANSFERS

Transfers may be made. We need a written request. For transfers out of
the Separate Account or among the sub-accounts of the Separate Account
Minnesota Mutual will make the transfer on the basis of sub-account unit
values as of the end of the valuation period during which a written request
is received at our Home Office.

7.03 LIMITATIONS

The amount of Accumulation Value to be transferred to or from a sub-account
of the Separate Account or the General Account must be at least $250. A
lesser amount may be transferred if it is the entire cash value
attributable to that sub-account or the General Account. In that case such
entire cash value must be transferred.

If a transfer would reduce the Accumulation Value in the sub-account from
which the transfer is to be made to less than $250 we reserve the right to
transfer that remaining amount as well. Transfers to or from the General
Account may be limited to one such transfer per contract year.

Written requests for transfers must meet these conditions. They will be
effective after Minnesota Mutual approves them and records them at its Home
Office.

/s/ Robert J. Hasling /s/ Coleman Bloomfield
Secretary President

90-9242 Minnesota Mutual Life 2

<PAGE>

MINNESOTA MUTUAL LIFE ENDORSEMENT
The Minnesota Mutual Life Insurance Company, 400 North Robert Street,
St. Paul, Minnesota 55101-2098

90-9241
The following changes modify our issued contract. This agreement is subject to
all the contract's terms and conditions. The purpose of this agreement is to
modify the contract to create sub-accounts. They will be added within the
existing separate account. The sub-accounts will allow the contract to permit
additional investment options.

SECTION 1. DEFINITIONS

1.09 SEPARATE ACCOUNT

Those assets of Minnesota Mutual in a separate investment account
established by Minnesota Mutual. It is called "Minnesota Mutual Variable
Fund D". It was created under the laws of Minnesota. It is for this
class of contracts. The Separate Account has several sub-accounts.

1.13 PARTICIPANT'S ACCUMULATION VALUE

The dollar value of the Participant's Individual Account. It is determined
in accordance with Section 4.04. The Accumulation Value is composed of
individual account values in the General Account and/or in one or more sub-
accounts of the Separate Account. The total of those values will be the
Participant's Accumulation Value. Interests in the sub-accounts shall be
valued separately.

1.14 FUND

A mutual fund or separate investment portfolio within a series mutual fund.
It must be designated as an eligible investment for the separate account.

SECTION 3. PURCHASE PAYMENTS

3.04 ALLOCATION OF PURCHASE PAYMENTS

Purchase payments may be allocated to the General Account or to the
Separate Account and its sub-accounts. They shall be as specified in the
application. Such allocation may be changed as to subsequent purchase
payments. This is done by written notice to Minnesota Mutual by the
Participant or by the Owner. The notice must be received by Minnesota
Mutual at its Home Office on or prior to the date of receipt of such
purchase payments.

The Separate Account is divided into sub-accounts. For each sub-account
there is a fund for the investment of that sub-account's assets. Amounts
are invested in the funds at their net asset value.

The Separate Account is composed of the several sub-accounts. Currently,
they are as follows: Stock Sub-Account; Index Sub-Account; Bond Sub-
Account; Mortgage Securities Sub-Account; Money Market Sub-Account and
Managed Sub-Account.

Purchase payments may be applied to one or more of these sub-accounts.
They may also be applied to any other sub-account which may be

<PAGE>

established by Minnesota Mutual. It must do so under the Separate Account
for contracts of this class. We reserve the right to add, combine or
remove any Separate Account sub-accounts.

SECTION 4. VALUATION

4.01 NET INVESTMENT RATE AND NET INVESTMENT FACTOR

<PAGE>

SECTION 8. TRANSFER PROVISIONS

8.01 TRANSFER

A transfer is a reallocation of amounts held under this contract. It may
be between the General Account and the Separate Account or among its sub-
accounts.

8.02 TRANSFERS

Transfers may be made. We need a written request. For transfers out of
the Separate Account or among its sub-accounts, the transfer will be on the
basis of sub-account unit values. They will be determined as of the end of
the valuation period during which the written request is received at our
Home Office.

8.03 LIMITATIONS

Written requests for transfers must meet these conditions. They will be
effective after Minnesota Mutual approves them and records them. We will
do this at our Home Office.

/s/Robert J. Hasling /s/ Coleman Bloomfield

Secretary President

<PAGE>

90-9241 Minnesota Mutual Life 2

<PAGE>
<TABLE>
<CAPTION>
<S><C>
Exhibit 99.B5

- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
APPLICATION FOR PARTICIPATION
[LOGO] MINNESOTA UNDER A
MUTUAL LIFE GROUP ACCUMULATION ANNUITY CONTRACT
- ------------------------------------------------------------------------------------------------------------------------------------
The Minnesota Mutual Life Insurance Company - 400 North Robert Street - St. Paul, Minnesota 55101-2098
- ------------------------------------------------------------------------------------------------------------------------------------
CONTRACTHOLDER PLAN MINNESOTA PUBLIC EMPLOYEES
MINNESOTA STATE BOARD OF INVESTMENT DEFERRED COMPENSATION PLAN #844048
- ------------------------------------------------------------------------------------------------------------------------------------
NAME OF PARTICIPANT (First, Middle, Last) / / MALE BIRTHDATE (Mo., Day, Year) SOCIAL SECURITY NUMBER
/ / FEMALE
- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENCE STREET ADDRESS (City, State, Zip)

- ------------------------------------------------------------------------------------------------------------------------------------
NAME OF BENEFICIARY RELATIONSHIP BIRTHDATE BENEFICIARY
(Mo., Day, Year)

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

Amount of purchase payment $ _______________ per _____________

PURCHASE PAYMENT ALLOCATION

_____ % General Account

FUND D SUB-ACCOUNTS

_____ % Stock Sub-Account

_____ % Bond Sub-Account _____ % Mortgage Securities Sub-Account

_____ % Money Market Sub-Account _____ % Index Sub-Account

_____ % Managed Sub-Account _____ % __________ (other)

- ------------------------------------------------------------------------------------------------------------------------------------
THE PROSPECTUSES FOR VARIABLE FUND D AND MIMLIC SERIES FUND, INC. EACH REFER TO A STATEMENT OF ADDITIONAL INFORMATION. WOULD YOU
LIKE US TO SEND YOU A COPY? / / YES / / NO

I represent that the statements and answers in this application are full, complete, and true to the best of my knowledge. I
ACKNOWLEDGE RECEIPT OF A CURRENT PROSPECTUS FOR THE MINNESOTA MUTUAL VARIABLE FUND D AND A CURRENT PROSPECTUS FOR MIMLIC SERIES
FUND, INC. I UNDERSTAND THAT ALL PAYMENTS AND VALUES WHICH ARE BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT ARE
VARIABLE AND ARE NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.

- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE OF PARTICIPANT DATE OF APPLICATION

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

INVESTMENT SUITABILITY - TO BE COMPLETED BY PARTICIPANT: NASD rules require inquiry concerning the financial conditions of
individuals applying under a variable annuity contract. You are urged to supply such information in order for Minnesota Mutual Life
to make an informed judgment as to the suitability of the investment for you. You may choose not to provide this information in
which case the Registered Representative will provide the data based upon information known by the Registration Representative.
- ------------------------------------------------------------------------------------------------------------------------------------
1) MARITAL STATUS 2) DEPENDENTS 3) CURRENT ESTIMATED 4) FACE AMOUNT OF 5) OTHER RETIREMENT RESOURCES
Life Insurance
/ / Single / / Spouse Family Income $______________ / / Social Security / / Pension Benefit
/ / Married / / Children Family Assets $______________ $______________ / / Insurance or Annuity Contracts
/ / Widowed Ages: Family Debt $______________ / / Other_________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE OF PARTICIPANT DATE WITNESS
/ / I have provided this information
/ / I do not wish to provide this information X
- ------------------------------------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY REGISTERED REPRESENTATIVE
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE OF REGISTERED REPRESENTATIVE CODE BROKER-DEALER
X
- ------------------------------------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY HOME OFFICE
- ------------------------------------------------------------------------------------------------------------------------------------
ACCEPTED BY REGISTERED PRINCIPAL DATE CONTRACT NUMBER

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
RE-INCORPORATION
OF
"THE BANKERS LIFE ASSOCIATION OF MINNESOTA"

and

Change of Name to

"THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY"

(as adopted on August 5, 1901)

"Resolved, that THE BANKERS LIFE ASSOCIATION OF MINNESOTA, hereby
authorizes and declares its Re-incorporation, and does hereby Re-incorporate
under and by virtue of Chapter One Hundred and Seventy-five (175), as amended,
of the General Laws of the State of Minnesota for the year Eighteen Hundred and
Ninety-five entitled 'An Act to Revise and Codify the Insurance Laws of the
State'; and to that end does hereby adopt the following Articles of
Incorporation, in lieu of, and as a substitute for, any and all Articles of
Incorporation, heretofore existing, viz:

ARTICLE I.

The future corporate name of this corporation is THE MINNESOTA MUTUAL
LIFE INSURANCE COMPANY.

ARTICLE II.

The location and Home Office of the Company is and shall be in the City of
Saint Paul, State of Minnesota.

ARTICLE III.

This Company is re-incorporated for the purpose of transacting and it
proposes, upon the Mutual Plan, to transact, the business of, and to make,
insurance upon the lives of individuals, and every insurance appertaining
thereto or connected therewith; to grant, purchase or dispose of annuities and
endowments of any kind whatsoever; and to take risks, and insure, against
accident to or sickness of persons.

It is proposed and intended that the duration and continuance of this
corporation and its corporate powers shall be perpetual, and that it shall have
perpetual succession.
<PAGE>
- 2 -

ARTICLE IV.

By-laws not in conflict herewith or with the law, may be adopted, and from
time to time amended, repealed or abrogated in whole or in part, by the Board of
Trustees.

ARTICLE V.

Except as herein otherwise expressly provided, all of the corporate powers
of the company shall be exercised and the amount of compensation of Officers and
Trustees shall be regulated by a Board of Trustees, and authority is vested in
the Board of Trustees to appoint, and delegate power and authority to, such
Officers, Servants and Agents as said Board shall by resolution or by-law
determine.

ARTICLE VI.

The Board of Trustees shall consist of at least five persons, and may
consist of a greater number, if the by-laws shall at any time so provide.

All of the members of the Board of Trustees shall be residents and citizens
of the State of Minnesota, until such time as the By-laws otherwise provide.

The names of the members of the present Board of Trustees are CHARLES H.
BIGELOW, MAURICE AUERBACH, JOHN B. SANBORN, CRAWFORD LIVINGSTON and J.F.R. FOSS.

ARTICLE VII.

The first meeting of members hereafter shall be held at three o'clock in
the afternoon on the first Tuesday in March, A.D. Nineteen Hundred and Two at
the Home Office of the Company; provided, that a special meeting, or special
meetings of members may be held prior to said date upon due notice.

ARTICLE VIII.

The regular annual meeting of members shall be held at three o'clock in the
afternoon of the first Tuesday in March of each year, at the Home Office, for
the election of Trustees, whenever any are to be elected, and for the
transaction of such other business as may properly come before it.
<PAGE>

-3-

ARTICLE IX.

Article ten of these Articles relates solely to a Guaranty Trust Fund
heretofore created by the deposits of members who became such under the
assessment plan.

ARTICLE X.

All amounts pledged to this Company to secure payment of assessments
occasioned by death of its members shall be used only for that purpose, and
meanwhile the same shall be and remain invested in United States Registered
Bonds, and shall constitute and be known as "The Guaranty Trust Fund". Such
bonds shall be made payable to this company, and shall be transferable or
convertible only upon resolution of its Board of Trustees, and such board shall
have the exclusive charge and control thereof.

All interest realized from such bonds shall meanwhile be used to defray the
Company's operating expenses.

This article shall never be amended or in any way at all changed without
the consent of every member of this Company, to be given in writing, signed by
him and filed with the Company's Secretary, and reciting in full the proposed
amendment or change.

ARTICLE XI.

These Articles may be amended at any time to any extent, not in violation
of law, by resolution adopted by a two-thirds vote of all the votes cast by the
members at any special meeting lawfully called for that purpose, or by such two-
thirds vote at any regular meeting of the members."

<PAGE>

BY-LAWS

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

ST. PAUL, MINNESOTA

As Amended by Resolution of
the Board of Trustees
July 22, 1994
<PAGE>
BY-LAWS
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
TABLE OF CONTENTS

Page
----
ARTICLE I. MEMBERS
Section 1. Regular Annual Meetings . . . . . . . . . . . . . . . . . . 1
Section 2. Special Meetings. . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Number of Votes . . . . . . . . . . . . . . . . . . . . . . 2
Section 4. Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 5. Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 6. Presiding Officer and Recording
of Minutes. . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II. BOARD OF TRUSTEES
Section 1. Composition of the Board of Trustees. . . . . . . . . . . . 3
(a) Number of Trustees. . . . . . . . . . . . . . . . . . . . . . 3
(b) Qualifications. . . . . . . . . . . . . . . . . . . . . . . . 4
(c) Election. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(d) Term of Office of Elected Trustee . . . . . . . . . . . . . . 4
(e) Appointment by the Board . . . . . . . . . . . . . . . . . . 5
Section 2. Meetings of the Board . . . . . . . . . . . . . . . . . . . 5
(a) Place of Meetings . . . . . . . . . . . . . . . . . . . . . . 5
(b) Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . 5
(c) Special Meetings. . . . . . . . . . . . . . . . . . . . . . . 6
(d) Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(e) Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(f) Action without Meeting. . . . . . . . . . . . . . . . . . . . 7
Section 3. Removal . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4. Chair of the Board. . . . . . . . . . . . . . . . . . . . . 8
Section 5. Compensation. . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE III. COMMITTEES OF THE BOARD
Section 1. Standing and Other Committees
of the Board. . . . . . . . . . . . . . . . . . . . . . . 9
(a) Creation of Committees. . . . . . . . . . . . . . . . . . . . 9
(b) Appointments. . . . . . . . . . . . . . . . . . . . . . . . . 9
(c) Qualifications. . . . . . . . . . . . . . . . . . . . . . . . 9
(d) Committee Chairs. . . . . . . . . . . . . . . . . . . . . . .10
(e) Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . .10
(f) Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . .10
(g) Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . .11
(h) Minutes and Reports . . . . . . . . . . . . . . . . . . . . .11
Section 2. Audit Committee . . . . . . . . . . . . . . . . . . . . . .11
Section 3. Corporate Governance and Public . . . . . . . . . . . . . .
Affairs Committee . . . . . . . . . . . . . . . . . . . .12
Section 4. Executive Committee . . . . . . . . . . . . . . . . . . . .14
Section 5. Investment Committee. . . . . . . . . . . . . . . . . . . .14
Section 6. Personnel and Compensation Committee. . . . . . . . . . . .15
<PAGE>

ARTICLE IV. OFFICERS Page
----
Section 1. Number. . . . . . . . . . . . . . . . . . . . . . . . . . .17
Section 2. Election. . . . . . . . . . . . . . . . . . . . . . . . . .17
Section 3. Term of Office. . . . . . . . . . . . . . . . . . . . . . .17
Section 4. Removal . . . . . . . . . . . . . . . . . . . . . . . . . .18
Section 5. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . .18
Section 6. Duties of Officers. . . . . . . . . . . . . . . . . . . . .18
(a) Chief Executive Officer . . . . . . . . . . . . . . . . . . .18
(b) President . . . . . . . . . . . . . . . . . . . . . . . . . .18
(c) Vice Presidents . . . . . . . . . . . . . . . . . . . . . . .19
(d) Secretary . . . . . . . . . . . . . . . . . . . . . . . . . .19
(e) Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . .20
(f) Controller. . . . . . . . . . . . . . . . . . . . . . . . . .20
(g) Actuary . . . . . . . . . . . . . . . . . . . . . . . . . . .20
(h) Other Officers. . . . . . . . . . . . . . . . . . . . . . . .20
Section 7. Absence or Disability . . . . . . . . . . . . . . . . . . .21

ARTICLE V. DISPOSITION OF FUNDS AND INVESTMENTS
Section 1. Fund and Investments. . . . . . . . . . . . . . . . . . . .21
Section 2. Deposits. . . . . . . . . . . . . . . . . . . . . . . . . .21

ARTICLE VI. INDEMNIFICATION
Section 1. Trustees and Officers . . . . . . . . . . . . . . . . . . 22
Section 2. Employees and Agents. . . . . . . . . . . . . . . . . . . .23
Section 3. Insurance . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 4. Other Indemnification Permitted . . . . . . . . . . . . . .24

ARTICLE VII. CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . . .24

ARTICLE VIII. AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 25

<PAGE>
BY-LAWS

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

ST. PAUL, MINNESOTA

AS AMENDED BY RESOLUTION

OF THE BOARD OF TRUSTEES

JULY 22, 1994

ARTICLE I
MEMBERS

Section 1. REGULAR ANNUAL MEETINGS. The regular annual meeting of members
shall be held at three o'clock in the afternoon of the first Tuesday in March of
each year, at the Home Office of the Company, as required by Article VIII of the
Articles of Re-incorporation. Notice of the meeting shall be as prescribed in
Section 61A.32 of Minnesota Statutes, as amended from time to time.

Section 2. SPECIAL MEETINGS. A special meeting of the members may be
called at any time by the Board of Trustees or by the joint action of either the
Chair of the Board or the Chief Executive Officer and not less than three other
Trustees. The Secretary shall give notice of the special meeting by causing to
be mailed to each member, at the member's address then appearing on the books of
the Company, a notice of the time, place and purpose of the meeting at least
thirty days before the date set for the meeting.

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Section 3. NUMBER OF VOTES. At each meeting of the members, every person
insured by this Company will be a member entitled to one vote, and one
additional vote for each one thousand dollars of insurance in excess of the
first one thousand dollars, subject to a maximum of one hundred votes; provided,
however, that, in the case of group insurance, voting rights shall be determined
by Section 61A.32 of Minnesota Statutes, as amended from time to time. The
Company has no cumulative voting.

Section 4. PROXIES. Any member may vote by proxy at any meeting of
members. To be valid, the proxy appointment must be in writing and must be
filed with, and received by, the Secretary at the Home Office of the Company at
least five days before the meeting at which it is to be used, exclusive of the
day of the meeting, but inclusive of the day of receipt and filing of the proxy.
A proxy appointment may be for a specified period of time or may provide that it
will be in effect until revoked. A proxy may be revoked by a member at any time
by written notice to the Secretary, or by executing a new proxy appointment and
filing it as required herein, or by personally appearing and exercising his or
her rights as a member at any meeting of the members.

Section 5. QUORUM. Insurance of an amount not less than One Hundred
Million Dollars, represented in person or by proxy, or partly in person and
partly by proxy, shall constitute a quorum at any regular or special meeting of
members. In the absence of a quorum, those members present may adjourn the
meeting from time to time until a quorum shall be present. If a quorum is
present when a duly called or held meeting is convened, the members present may
continue to transact business until adjournment, even though member(s) may have
left the meeting so that less than a quorum is present at the meeting.

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<PAGE>

Section 6. PRESIDING OFFICER AND RECORDING OF MINUTES. Meetings of the
members shall be presided over by the Chair of the Board, if present, otherwise
by the Chief Executive Officer, if present, otherwise by the President, if
present, otherwise by a Vice President; provided that if none of those
designated are present, then by a chair to be chosen by a majority of the
members who are present in person or by proxy. The Secretary, if present,
otherwise an Assistant Secretary, shall record the minutes of every meeting;
provided that if none of those designated are present, then a person to record
the minutes of that meeting shall be chosen by a majority of the members who are
present in person or by proxy.

ARTICLE II
BOARD OF TRUSTEES

Section 1. COMPOSITION OF THE BOARD OF TRUSTEES. The composition of the
Board of Trustees shall be as follows:

(a) NUMBER OF TRUSTEES. The property, affairs and business of the Company
shall be managed by a Board of Trustees which shall consist of not fewer than
five (as required by

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<PAGE>

Article VI of the Articles of Re-incorporation) or more than sixteen persons,
the number of which for each year shall be determined by the members at their
regular annual meeting. The person or persons who hold the offices of Chief
Executive Officer and President shall, without the necessity of election, be
Trustees by virtue of the office.

(b) QUALIFICATIONS. Trustees need not be members of the Company, nor
residents or citizens of Minnesota. Additional qualifications for initial or
continued Board membership may be prescribed from time to time by the Board.

(c) ELECTION. Except as otherwise provided in these By-Laws, Trustees
shall be elected at regular annual meetings of the members. Nominations for the
office of Trustee shall be made before voting for that office commences. Votes
for persons not so nominated shall be disregarded. The election of each Trustee
shall be by a plurality of the votes cast for the office. In the event the
members fail to elect nominees to fill all of the offices to be elected, then
the Board of Trustees shall have the authority to choose qualified persons to
fill such office or offices by appointment as provided in Section 1(e) of this
Article II.

(d) TERM OF OFFICE OF ELECTED TRUSTEE. The term of office of each elected
Trustee shall be to such of the next three regular annual meetings of the
members as is stated in his or her nomination, or, if none is stated, to the
third such meeting following the date of his or her election, or until his

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<PAGE>

or her earlier death, resignation or removal. No Trustee shall be elected to
the Board for a term of office which extends beyond the annual meeting of
members which coincides with or next follows his or her seventieth birthday.

(e) APPOINTMENT BY THE BOARD. If the office of any Trustee is not filled
by the members at a regular annual meeting of members, a majority of the
Trustees may choose a person to fill that office. If the office of any Trustee
becomes vacant for any reason, a majority of the remaining Trustees may choose a
successor. Each Trustee so chosen shall hold office until the next regular
annual meeting of the members. Not more than one-third of the maximum number of
Trustees may be so chosen by the Board between regular annual meetings of the
members.

Section 2. MEETINGS OF THE BOARD. Meetings of the Board of Trustees shall
be as follows:

(a) PLACE OF MEETINGS. Meetings of the Board may be held either within or
without the State of Minnesota.

(b) REGULAR MEETINGS. Regular meetings of the Board shall be held at such
times and places as are fixed from time to time by resolution of the Board.
Notice need not be given of those regular meetings of the Board held at the
times and places fixed by resolution, nor need notice be given of adjourned
meetings. If either or both the time or place of a regular meeting are other
than that fixed by resolution, a telephonic or written notice shall be given to
each Trustee not

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less than twenty-four hours prior to the time of that regular meeting.

(c) SPECIAL MEETINGS. Special meetings of the Board may be held at any
time upon call either of the Chair of the Board, or of the Chief Executive
Officer, or upon written request of any three or more Trustees. Except as
otherwise provided, notice of a special meeting shall be given to each Trustee
either in writing or by telephone. Notice of at least seventy-two hours prior
to the meeting time is required if written notice is deposited in the United
States mail in the City of Saint Paul. Notice of at least twenty-four hours
prior to the meeting time is required if written notice is left at either the
place of business or residence of each Trustee. Notice of at least six hours
prior to the meeting time is required if all Trustees are personally either
served with a written notice or contacted by telephone. Notice need not be
given to the Trustees of adjourned special meetings. Also, special meetings may
be held at any time without notice if all of the Trustees are present, or if,
before the meeting, those not present waive such notice in writing. Notice of a
special meeting shall state the purpose of the meeting.

(d) NOTICE. All notices of meetings of the Board required to be given
under these By-Laws shall be given either by the person or persons who called
the meeting, or by the Secretary, or, in his or her absence, by an Assistant
Secretary.

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<PAGE>

(e) QUORUM. A majority of the Trustees shall constitute a quorum for the
transaction of business at any meeting of the Board. In the absence of a
quorum, those Trustees present may adjourn the meeting from time to time until a
quorum shall be present. Except as otherwise provided in these By-Laws, the
acts of a majority of the Trustees present at any meeting at which a quorum is
present shall be the acts of the Board. The Trustees present at a duly called
or held meeting at which a quorum is present, may continue to transact business
until adjournment, even though Trustee(s) may have left the meeting so that less
than a quorum is present at the meeting.

(f) ACTION WITHOUT MEETING. Any action which may be taken at a meeting of
the Board may be taken without a meeting if a consent in writing, setting forth
the actions to be taken, shall be signed by all of the Trustees. The action so
taken shall be effective on the date on which the last signature is placed on
the writing or writings, or on such earlier effective date as is stated in the
writing.

Section 3. REMOVAL. A member of the Board of Trustees who fails to meet
the standards set by the Board for Board members, or who is deemed by the
remaining members of the Board to be untrustworthy, or incapable by reason of
total and permanent disability of fulfilling the duties of his or her office,
may be removed from office by the unanimous vote of the remaining Trustees then
in office.

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<PAGE>

Section 4. CHAIR OF THE BOARD. The Board of Trustees shall elect annually
from among its members a Chair of the Board. The Chair of the Board shall
continue to serve at the will and pleasure of the Board, for the term of his or
her election or until his or her prior death, resignation, or removal from the
Board. The Chair of the Board shall preside at meetings of the members, of the
Board and of the Executive Committee. In addition, the Chair shall have such
other powers, duties and responsibilities as may be determined and assigned by
the Board or these By-Laws.

Section 5. COMPENSATION. Except as provided in this Section, Trustees
shall be entitled to reasonable compensation for their services, and to
reimbursement for reasonable expenses incurred, as Trustees and as members of
committees of the Board. The amount of compensation shall be set from time to
time by resolution of the Board of Trustees. Except as otherwise expressly
provided by the Board, no such compensation or reimbursement shall be paid to an
officer of the Company who also serves as a Trustee. Any Trustee receiving
compensation under this Section shall not be barred from serving the Company in
a non-officer capacity and receiving reasonable compensation for such other
services.

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<PAGE>
ARTICLE III

COMMITTEES OF THE BOARD

Section 1. STANDING AND OTHER COMMITTEES OF THE BOARD. The Board of
Trustees shall have the following committees:

(a) CREATION OF COMMITTEES. The following designated standing committees
of the Board are hereby authorized and created: Audit, Corporate Governance and
Public Affairs, Executive, Investment, and Personnel and Compensation. In
addition, the Board is authorized to create any other committee or committees of
the Board as the Board from time to time deems necessary. The name, duration
and duties of each other committee and the number of members thereof shall be as
prescribed in the action creating the committee.

(b) APPOINTMENTS. Except as provided in Section 4 of this Article III,
the members of each standing Board committee shall consist of those Trustees
appointed by the Board of Trustees. Each Trustee appointed to a Board committee
shall continue to serve on that committee at the will and pleasure of the Board
for the period specified in his or her appointment or until his or her earlier
death, resignation or removal.

(c) QUALIFICATIONS. Each Trustee is qualified to be appointed and
successively reappointed to one or more committees, except that a Trustee who
also acts as an officer or employee of the Company shall not serve as a member
of the Audit Committee.

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<PAGE>

(d) COMMITTEE CHAIRS. The Board shall appoint one of the members of each
of the Board committees, except the Executive Committee, to chair that committee
and, in its discretion, may also appoint one of the members of each of the
committees to serve as a vice chair of that committee. If neither the committee
chair nor the committee vice chair is present at a meeting of a committee, the
committee members present at that committee meeting shall elect another
committee member to chair that meeting.

(e) MEETINGS. Each committee shall meet at such times as the chair of
that committee may designate or as a majority of that committee may determine,
subject to a minimum of not less than two meetings per calendar year, except
that the Executive Committee is not subject to a minimum number of meetings
requirement.

(f) QUORUM. A majority of each Board committee shall constitute a quorum
at each meeting of that committee. At any meeting of a committee at which a
quorum is present, the committee may continue to transact business until
adjournment, even though committee member(s) may have left the meeting so that
less than a quorum is present at the meeting. If a quorum is not present for a
committee meeting, the chair of that committee may request the Board to appoint
a sufficient number of other Trustees to serve as members of the committee only
for that meeting, so as to obtain a quorum. If the Board makes the

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<PAGE>

requested appointments, any action so taken at the committee meeting shall be
valid and binding.

(g) VACANCIES. In the case of the death, resignation or removal of a
member of a committee, the Board may appoint another Trustee to fill the vacancy
so created on that committee for the balance of the unexpired appointment. The
appointment shall be subject to the qualifications set forth for that committee.

(h) MINUTES AND REPORTS. Each committee shall keep a written record of
its acts and proceedings and shall submit that record to the Board of Trustees
at a regular meeting of the Board and at such other times as requested by the
Board or when a majority of the committee deems it desirable to do so. Failure
to submit a record will not, however, invalidate any action taken by the
committee prior to the time the record of the action was, or should have been
submitted to the Board. The minutes of the Corporate Governance and Public
Affairs, Executive, and Personnel and Compensation Committees shall be recorded
by the Secretary. The minutes of each of the other committees shall be recorded
by the person designated by the chair of that committee.

Section 2. AUDIT COMMITTEE. The Audit Committee shall consist of not
fewer than four non-management Trustees and shall have the following powers and
duties:

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(a) Annually recommend to the Board a firm of independent certified public
accountants to audit the Company's books, records and accounts.

(b) Approve the scope of audits to be conducted by the independent
certified public accountants, taking into account the principal risks inherent
in the Company's business and the recommendations from the independent
accountants as to scope of audit.

(d) Approve the scope of audits to be conducted by the Company's internal
auditors and review the reports of those audits.

(e) Review the reports which result from the examinations of the Company
conducted by state insurance authorities.

(f) Review corporate litigation involving extra-contractual damages.

(g) Periodically review the Company's plans for data security and disaster
recovery.

(h) Advise the Board of the results of Committee reviews and
recommendations resulting therefrom.

Section 3. CORPORATE GOVERNANCE AND PUBLIC AFFAIRS COMMITTEE. The
Corporate Governance and Public Affairs Committee shall consist of not fewer
than four Trustees and shall have the following powers and duties:

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(a) Annually review the size and composition of the Board.

(b) Periodically develop and recommend to the Board the standards to be
met by persons selected for nomination to the Board.

(c) Prior to the annual meeting of members each year, recommend to the
Board a slate of persons to be nominated to serve on the Board for whom the
Company should solicit proxies.

(d) On the recommendation of the Chair of the Board or the Chief Executive
Officer, review the ongoing affiliation with the Board of any member who fails
to meet the standards set by the Board for Board members, or who is deemed by
the remaining members of the Board to be untrustworthy, or incapable by reason
of total and permanent disability of fulfilling the duties of his or her office.

(e) Periodically, review the powers and duties of Board committees.

(f) Annually review and approve the methods and levels of compensation for
members of the Board, including but not limited to benefit plans and
compensation deferral plans; and review and make changes in the method and
timing of benefits for individuals covered under any such plans in accordance
with the terms of such plans.

(g) Annually review and approve the contributions policy.

(h) Annually review Company contributions to be made to the foundation.

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(i) Review Company's code of ethics and conflict of interest disclosures.

(j) Review Company policy on major issues in areas of social
responsibility and public affairs, including such matters as voting and
solicitation of proxies, "social purpose" investments, and other like matters as
may properly come before it.

(k) Periodically review Company by-laws.

(l) Advise the Board of the results of Committee reviews and
recommendations resulting therefrom.

Section 4. EXECUTIVE COMMITTEE. The Executive Committee shall consist of
the Chairs of the other standing Board committees and the Chair of the Board
and, in the interim between meetings of the Board, shall have and exercise all
of the powers and authority of the Board (including the determination of whether
a person is entitled to indemnification under Article VI of these By-Laws as
required by Section 300.083, Subdivision 6(b) of Minnesota Statutes, as amended
from time to time), except the Committee shall not:

(a) alter or amend the By-Laws;

(b) make appointments to the Board of Trustees;

(c) elect, appoint or terminate the Chairman of the Board, Chief Executive
Officer, President, any Vice President, Secretary, or Treasurer.

Section 5. INVESTMENT COMMITTEE. The Investment Committee shall consist
of not fewer than four Trustees and

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shall have the following powers and duties which shall be exercised not less
than once every twelve months:

(a) Review the written investment policy for Company investments, the
procedures for the valuation of real estate owned by the Company and commercial
loans held by the Company, recommend changes thereto, and submit to the Board
for its approval and adoption the policy and procedures for the ensuing twelve
months.

(b) Review all investments, except policy loans, of Company funds,
including their acquisition and sale and report findings to the Board.

(d) Review compliance with the written investment policy and valuation
procedures and submit findings to the Board.

Section 6. PERSONNEL AND COMPENSATION COMMITTEE. The Personnel and
Compensation Committee shall consist of not fewer than four Trustees and shall
have the following powers and duties:

(a) For senior management, annually review performance and total
compensation, including salary, bonus plans, employee benefits and perquisites.
Senior management is defined as Chief Executive Officer, Chief Operating
Officer, President and all vice presidents. Approve and report to the Board for
ratification total compensation for the Chief Executive

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Officer, President and Chief Operating Officer. Approve total compensation for
the vice presidents.

(b) Review qualifications of candidates for election as officers of the
Company. Recommend to the Board for approval officer candidates for the
positions of Chief Executive Officer, Chief Operating Officer, President, all
vice presidents, controller, secretary, treasurer, assistant secretary and
assistant treasurer.

(c) Periodically review succession plans for Chief Executive Officer,
Chief Operating Officer and senior vice presidents.

(d) Review and report to the Board organization changes that have
significant Company and business impact.

(e) Review and approve special employment or compensation contracts for
active, retired or terminated employees.

(f) Annually review and approve salary policies for Company employees.

(g) Annually review and recommend to the Board a PSP distribution to
covered employees.

(h) Periodically review and approve changes to compensation deferral plans
for officers and employees, including the designation of plan trustees and plan
administrators. Review and make changes in the method of timing of benefits for
individuals covered under any of said plans in accordance with the terms of said
plans. Annually determine and approve the interest crediting rates for amounts

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held under deferred compensation plans for officers, employees and Trustees and
make any other determination necessary or advisable in the administration of
those plans.

(i) Periodically review and approve major changes to benefit plans.

(j) Annually review programs and progress made for developing diversity at
all levels of the Company and submit findings to the Board.

ARTICLE IV

OFFICERS

Section 1. NUMBER. The officers of the Company shall be a Chief Executive
Officer, a President, one or more Vice Presidents, a Treasurer, an Actuary, a
Controller, a Secretary, and one or more Assistant Secretaries. In addition,
there may be such other officers as the Board of Trustees from time to time may
deem necessary. One individual may hold two or more offices, except that of
President and Secretary.

Section 2. ELECTION. Officers shall be elected or appointed by the Board
of Trustees.

Section 3. TERM OF OFFICE. Each officer shall serve for the term stated
in his or her election or appointment or until his or her earlier death,
resignation or removal.

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Section 4. REMOVAL. Any officer may be removed from office, with or
without cause, at any time by the affirmative vote of the majority of the Board
of Trustees then in office.

Section 5. VACANCIES. Any vacancy in any office from any cause may be
filled by the Board of Trustees at its next meeting.

Section 6. DUTIES OF OFFICERS. The duties of the officers shall be as
follows:

(a) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have
general active management of the business of the Company and, in the absence of
the Chair of the Board, shall preside at all meetings of the members and the
Board of Trustees, and shall see that all orders and resolutions of the Board
are carried into effect. Except where, by law, the signature of the President
is required, the Chief Executive Officer shall possess the same power as the
President to sign and execute all authorized certificates, contracts, bonds, and
other obligations of the Company.

(b) PRESIDENT. The President, in the absence of the Chair of the Board
and the Chief Executive Officer, shall preside at all meetings of the members
and the Board of Trustees. The President shall be the chief administrative
officer of the Company and shall have the power to sign and execute all
authorized certificates, contracts, bonds, and other obligations of the Company.
The President also shall perform such other duties as are incident to the office
or are

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<PAGE>

properly required of him or her by the Board or the Chief Executive Officer.

(c) VICE PRESIDENTS. Each Vice President will perform those duties as
from time to time may be assigned by the Chief Executive Officer. In the
absence of the President, a Vice President designated by the Board of Trustees
shall perform the duties of the President. A Vice President shall have the
power to sign and execute all authorized certificates, contracts, bonds and
other obligations of the Company. One or more of the Vice Presidents may be
entitled Executive Vice President, Senior Vice President, Vice President, Second
Vice President, Group Vice President, Assistant Vice President, or such other
variation thereof as may be designated by the Board.

(d) SECRETARY. The Secretary shall give notice and keep the minutes of
all meetings of the members, the Board of Trustees, the Corporate Governance and
Public Affairs Committee, the Executive Committee and the Personnel and
Compensation Committees and shall give and serve all notices of the Company.
The Secretary or an Assistant Secretary shall have the power to sign with the
Chief Executive Officer, President, or any Vice President in the name of the
Company all authorized certificates, contracts, bonds, or other obligations of
the company and may affix the Company Seal thereto. The Secretary shall have
charge and custody of the books and papers of the Company and in general shall
perform all duties incident to the office of Secretary, except as otherwise
specifically

-19-
<PAGE>

provided in these By-Laws, and such other duties as from time to time may be
assigned by the Chief Executive Officer. If Assistant Secretaries are elected
or appointed, they shall have those powers and perform those duties as from time
to time may be assigned to them by the Chief Executive Officer and, in the
absence of the Secretary, one of them shall perform the duties of the Secretary.

(e) TREASURER. The Treasurer shall have those powers and shall perform
those duties as from time to time may be assigned by the Chief Executive
Officer. If Assistant Treasurers are elected or appointed, they shall have
those powers and perform those duties as from time to time may be assigned to
them by the Chief Executive Officer and, in the absence of the Treasurer, one of
them shall perform the duties of the Treasurer.

(f) CONTROLLER. The Controller shall have those powers and shall perform
those duties as from time to time may be assigned by the Chief Executive
Officer.

(g) ACTUARY. The Actuary shall have those powers and shall perform those
duties as from time to time may be assigned by the Chief Executive Officer.

(h) OTHER OFFICERS. Other officers elected or appointed by the Board of
Trustees shall have those powers and perform those duties as from time to time
may be assigned by the Chief Executive Officer.

-20-

<PAGE>

Section 7. ABSENCE OR DISABILITY. In the case of the absence or
disability of any officer of the Company or of any person authorized to act in
his or her place during such period of absence or disability, the Board of
Trustees from time to time may delegate the powers and duties of such officer to
any other officer, or any Trustee, or any other person whom they may select.

ARTICLE V

DISPOSITION OF FUNDS AND INVESTMENTS

Section 1. FUNDS AND INVESTMENTS. All funds and investments of the
Company shall be held in the name of "The Minnesota Mutual Life Insurance
Company" or its nominee or as otherwise provided in accordance with applicable
Minnesota Statutes, as amended from time to time. In no event shall any funds
or investments be held in the name of any individual who is an officer or
employee of the Company.

Section 2. DEPOSITS. The Board of Trustees shall designate those banks
and financial institutions in which Company funds shall be deposited. The Board
by separate resolution also shall designate the persons authorized to withdraw
or transfer funds held in those accounts. No funds shall be withdrawn or
transferred from those accounts except upon the authorization of the person or
persons so authorized.

-21-
<PAGE>
ARTICLE VI

INDEMNIFICATION

Section 1. TRUSTEES AND OFFICERS. To the fullest extent permitted by
applicable Minnesota Statutes, as amended from time to time, the Company shall
indemnify each person (and the legal representatives of the person) who has
been, or is, a Trustee or officer of the Company. This indemnification shall
extend to all judgments, penalties, and fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorney's fees and
disbursements incurred by the person in connection with the defense of a
threatened, pending, or completed claim, action, suit or other proceeding,
whether it be civil, criminal, administrative, arbitration, or investigative
proceeding. This shall include any proceeding by or in the right of the
Company, in which the person becomes involved as a party or otherwise by reason
of his or her being or having been a Trustee or officer of the Company or who,
while a Trustee or officer of the Company, is or was serving at the request of
the Company or whose duties in that position involve or involved service as a
director, officer, partner, trustee, employee, or agent of another organization
or of an employee benefit plan. However, indemnification for appeals from any
determination in a proceeding shall be subject to prior approval of the Board by
Trustees.

-22-
<PAGE>

Section 2. EMPLOYEES AND AGENTS. Subject to the provisions of applicable
Minnesota Statutes, as amended from time to time, the Board of Trustees may, but
need not, decide to indemnify a person (and the legal representatives of the
person), other than a Trustee or officer, who has been or is an employee or
agent of the Company. The indemnification, if any, shall extend to all
judgments, penalties, and fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorney's fees and
disbursements incurred by the person in connection with the defense of a
threatened, pending, or completed claim, action, suit or other proceeding,
whether it be civil, criminal, administrative, arbitration, or investigative
proceeding. This shall include any proceeding by or in the right of the
Company, in which the person becomes involved as a party or otherwise by reason
of his or her being or having been an employee or agent of the Company or who,
while an employee or agent of the Company, is or was serving at the request of
the Company or whose duties in that position involve or involved service as a
director, officer, partner, trustee, employee or agent of another organization
or of an employee benefit plan. Also, indemnification for appeals from any
determination in a proceeding, where indemnification was previously granted by
the Board, shall be subject to prior approval by the Board.

-23-
<PAGE>

Section 3. INSURANCE. The Board of Trustees may authorize the purchase
and maintenance of such form or forms of insurance as the Board may deem
necessary or prudent to indemnify the Company and/or those persons who have
been, are or may be Trustees, officers, employees, or agents of the Company, or
who, while a Trustee, officer, employee or agent of the Company, is or was
serving at the request of the Company as a director, officer, partner, trustee,
employee, or agent of another organization or of an employee benefit plan
against any liability asserted against and incurred by the person in or arising
from that capacity, whether or not the Company would have been required to
indemnify the person against the liability under the provisions of this Article
VI or under applicable Minnesota Statutes, as amended from time to time.

Section 4. OTHER INDEMNIFICATION PERMITTED. Nothing contained in this
Article shall affect the rights to indemnification to which Company personnel
other than Trustees and officers may be entitled by contract or otherwise under
law.

ARTICLE VII
CORPORATE SEAL

The corporate seal of this Company shall be the words "Corporate Seal"
encircled with the words "The Minnesota Mutual Life Insurance Company".

-24-
<PAGE>

ARTICLE VIII

AMENDMENTS

By the affirmative vote of a majority of the Board of Trustees, these By-
Laws, or any part thereof, may be amended, repealed, or abrogated.

-25-

<PAGE>

Appendix A

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (the "Agreement") is entered into this
23rd day of February, 1990, by and among The Minnesota Mutual Life Insurance
Company ("Minnesota Mutual Life"), a mutual life insurance company organized and
existing under the laws of the State of Minnesota, Minnesota Mutual Variable
Fund D ("Fund D"), organized under the insurance laws of the State of Minnesota
and MIMLIC Series Fund, Inc. (the "Series Fund"), a corporation organized and
existing under the laws of the State of Minnesota, with the intent that the
transactions described herein shall qualify as a tax-free reorganization under
Section [368(a)(1)(c)] of the Internal Revenue Code [of 1986].

WHEREAS, the Series Fund is a series type mutual fund currently consisting of a
Money Market Portfolio, a Stock Portfolio, a Bond Portfolio, a Managed
Portfolio, a Mortgage Securities Portfolio, an Index Portfolio, and an
Aggressive Growth Portfolio and is registered with the Securities and Exchange
Commission (the "Commission") as an open-end, diversified, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

WHEREAS, the Series Fund, to the extent permitted by the 1940 Act, serves as an
investment vehicle for variable annuities and variable life insurance products
issued by Minnesota Mutual Life; and

WHEREAS, Fund D is registered with the Commission as an open-end, diversified
management investment company under the 1940 Act, with no separate sub-account
subdivisions, and with its own investment objective relating to its diversified
portfolio which consists primarily of equity securities, mainly common stocks;
and

WHEREAS, Fund D will be reorganized into a unit investment trust that is
subdivided into six sub-accounts (the "Sub-Accounts"), which shall be registered
with the Commission under the 1940 Act as a unit investment trust ("UIT") with
one Sub-Account of the UIT to be created to invest exclusively in shares of each
Portfolio of the Series Fund other than the Aggressive Growth Portfolio; and

WHEREAS, the Variable Fund Committee of Fund D (the "Committee"), including
those members who are not "interested persons" within the meaning of Section
2(a)(19) of the 1940 Act, has considered and approved the participation of Fund
D in the reorganization contemplated by this Agreement ("Reorganization"), based
on its finding that such participation would be in the best interests of Fund D
and would not result in the dilution of the interests of any Contract Owner or
Participant whose variable annuity contract is funded through investment in Fund
D; and

WHEREAS, the Committee has further determined that the registration statement of
Fund D shall be amended to reflect the Reorganization; and

<PAGE>

WHEREAS, the Board of Directors of the Series Fund, including those directors
who are not interested persons" within the meaning of Section 2(a)(19) of the
1940 Act, has considered and approved the participation of the Series Fund in
the Reorganization, based on its finding that such participation would be in the
best interests of the Series Fund and would not result in the dilution of the
interests of any Contract Owner or Participant whose variable annuity or
variable life insurance contract is funded through investment in the Series
Fund; and

WHEREAS, this Agreement is conditioned upon approval of the Reorganization by
majority vote, as defined in the 1940 Act and rules thereunder, of the Contract
Owners and Participants of Fund D at a meeting called for that purpose, or any
adjournments thereof.

NOW, THEREFORE, in consideration of the mutual promises made herein, the parties
hereto agree as follows:

ARTICLE I
Closing Date

Section 1.01 The Reorganization shall be effective on July 16, 1990, or at such
other date as may be mutually agreed upon by all parties to this Agreement (the
"Closing Date"). The time on the Closing Date as of which the Reorganization is
consummated is referred to hereinafter as the "Effective Time."

Section 1.02 The Parties agree to use their best efforts to obtain all
regulatory and Contract Owners' and Participants' approvals and perform all
other acts necessary or desirable to complete the Reorganization as of the
Closing Date.

ARTICLE II
Reorganization Transactions

Section 2.01 As of the Effective Time, Minnesota Mutual Life, on behalf of Fund
D, will sell, assign and transfer all cash, securities and other investments
held or in transit, receivables for sold investments and dividend and interest
receivables ("portfolio assets") of Fund D to the Series Fund, the portfolio
assets to be held as the property of the Series Fund's Stock Portfolio. All
portfolio assets of Fund D are ones that are suitable to be purchased and held
by the Stock Portfolio of the Series Fund.

Section 2.02 In exchange for the portfolio assets of Fund D, the Series Fund
will issue shares of its Stock Portfolio and its Stock Portfolio will assume any
unsatisfied liabilities incurred by Fund D before the Effective Time to pay for
securities or other investments purchased and to pay accrued investment
management fees. The number of full and fractional shares of the Series Fund's
Stock Portfolio to be issued in the exchange shall be equal to the net assets of
Fund D (computed in accordance with the valuation procedures disclosed in
prospectuses and statements of additional information for Fund D, which are
identical to the valuation procedures employed by

2
<PAGE>

the Stock Portfolio of the Series Fund) divided by the share value of the Series
Fund's Stock Portfolio as of the Effective Time.

Section 2.03 As of the Effective Time, Minnesota Mutual Life shall cause the
shares it receives from the Series Fund, pursuant to Section 2.02 above, to be
duly and validly recorded and held on its records as assets of Fund D.

Section 2.04 The Series Fund shares to be issued hereunder shall be issued in
open account form by book entry without the issuance of certificates. Each
Series Fund Stock Portfolio capital share that is issued pursuant to Section
2.02 above will be deemed to have been issued for a consideration equal to that
described.

Section 2.05 If, at any time after the Closing Date, Fund D, the Series Fund or
Minnesota Mutual Life shall determine that any further conveyance, assignment,
documentation or action is necessary or desirable to complete the Reorganization
contemplated by this Agreement or confirm full title to the assets transferred,
the appropriate party or parties shall execute and deliver all such instruments
and take all such actions.

Section 2.06 Following the Closing Date, Minnesota Mutual Life shall make
available to the Fund D Contract Owners and Participants a contract endorsement
which shall provide Sub-Accounts for Fund D. This endorsement shall be made
available to Contract Owners and Participants as regulatory authority is
obtained. The Series Fund shall thereafter make available capital shares of its
Money Market Portfolio, Bond Portfolio, Managed Portfolio, Mortgage Securities
Portfolio and Index Portfolio to Contract Owners and Participants holding
endorsed contracts.

Section 2.07 Following the Closing Date, Minnesota Mutual Life shall cease to
charge Fund D for investment management services, and, with respect to contracts
issued prior to the Effective Time ("Contracts"), will reimburse owners of such
Contracts to the extent that they are charged indirectly investment management
fees (plus other expenses with respect to interests in the Stock Portfolio of
the Series Fund) at a rate that exceeds the rate (.265% on an annual basis)
which they would have paid on an investment of that amount in Fund D had there
been no Reorganization. Such reimbursement shall not apply to any federal
income tax if the Series Fund fails to qualify as a "regulated investment
company" under the applicable provisions of the Internal Revenue Code, as
amended from time to time, or to any charge for Minnesota Mutual Life federal
income taxes attributable to the Contracts, for which Minnesota Mutual Life had
reserved in the Contracts the right to charge Fund D.

ARTICLE 111
Warranties and Conditions

Section 3.01 Fund D, Minnesota Mutual Life and the Series Fund as appropriate,
make the following representations and warranties, which shall survive the
Closing Date:
(a) There are no suits, actions or proceedings pending or threatened against
any party to this Agreement which, to its knowledge, if adversely determined,
would materially and adversely

3
<PAGE>

affect its financial condition, the conduct of its business or its ability to
carry out its obligations hereunder;

(b) There are no investigations or administrative proceedings by the Commission
or by any insurance or securities regulatory body of any state, territory or the
District of Columbia pending against any party to this Agreement which, to its
knowledge, would lead to any suit, action or proceeding that would materially
and adversely affect its financial condition, the conduct of its business or its
ability to carry out its obligations hereunder;

(c) Should any party to this Agreement become aware, prior to the Effective
Time, of any suit, action, or proceeding, of the types described in paragraph
(a) or (b) above, instituted or commenced against it, it shall immediately
notify and advise all other parties to this Agreement;

(d) Immediately prior to the Effective Time, Minnesota Mutual Life shall have
valid and unencumbered title to the portfolio assets of Fund D, except with
respect to those assets for which payment has not yet been made; and

(e) Each party shall make available all information concerning itself which may
be required in any application, registration statement or other filing with a
governmental body to be made by the Series Fund, by Minnesota Mutual Life or by
Fund D, or any or all of them, in connection with any of the transactions
contemplated by this Agreement and shall join in all such applications or
filings, subject to reasonable approval of their counsel. Each party represents
and warrants that all of such information so furnished shall be correct in all
material respects and that it shall not omit any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading.

Section 3.02 The obligations of the parties hereunder shall be subject to
satisfaction of each of the following conditions:
(a) The representations contained herein shall be true as of and at the
Effective Time with the same effect as though made at such time, and such
parties shall have performed all obligations required by this Agreement to be
performed by each of them prior to such time;
(b) The Commission shall not have issued an unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the Reorganization contemplated hereby;

(c) The appropriate parties shall have received orders from the Commission
providing such exemptions and approvals as they and their counsel reasonably
deem necessary, including orders pursuant to Sections 17(b) and Section 6(c) of
the 1940 Act and Rule 17d-1 thereunder, and shall have made all necessary
filings, if any, with, and received all necessary approvals from, state
securities or insurance authorities;

(d) Fund D shall have filed with the Commission (1) one or more post-effective
amendments to its registration statement under the Securities Act of 1933 (the
"1933 Act") as are necessary or desirable in connection with the Reorganization
contemplated by this Agreement and (2) a

4
<PAGE>

registration statement on Form N-14 under the 1933 Act for the contracts to be
issued in connection with the Reorganization and such pre-effective amendments
thereto as may be necessary or desirable to effect the purposes of the
Reorganization.

(e) At a Contract Owners' and Participants' meeting called for such purposes (or
any adjournments thereof), a majority of the outstanding voting securities (as
defined in the 1940 Act and the rules thereunder) of Fund D shall have voted in
favor of approving this Agreement and the Reorganization;

(f) The Board of Directors of the Series Fund shall have taken the following
actions:
(1) approve this Agreement and Plan of Reorganization; and
(2) authorize the issuance by the Series Fund of its Stock Portfolio shares at
their per share value on the Closing Date in exchange for the portfolio assets
of Fund D, as contemplated by this Agreement;

(g) Minnesota Mutual Life and Fund D shall have received an opinion of counsel
to the Series Fund in form and substance reasonably satisfactory to them to the
effect that, as of the Closing Date:
(1) the Series Fund is validly organized and in good standing under the laws of
the State of Minnesota and is authorized to issue shares of the Stock Portfolio
for the purposes contemplated by this Agreement and is duly registered as an
investment company under the 1940 Act;

(2) the shares of the Stock Portfolio of the Series Fund to be issued have been
duly authorized and, when issued as provided herein, will be validly issued,
fully paid and non-assessable;

(3) all corporate and other proceedings necessary and required to be taken by
or on the part of the Series Fund to authorize and carry out this Agreement and
to effect the Reorganization have been duly and properly taken; and

(4) this Agreement is a valid obligation of the Series Fund and legally binding
upon it in accordance with its terms;

(h) The Series Fund and Fund D shall have received an opinion from counsel to
Minnesota Mutual Life (who may be the same as counsel to the Series Fund) in
form and substance reasonably satisfactory to them to the effect that, as of the
Closing Date:

(1) Minnesota Mutual Life and Fund D are validly organized and in good standing
under the laws of the State of Minnesota.

(2) all corporate and other proceedings necessary and required to be taken by
or on the part of Fund D and Minnesota Mutual Life to authorize and carry out
this Agreement and to effect the Reorganization have been duly and properly
taken; and

5
<PAGE>

(3) this Agreement is a valid obligation of Minnesota Mutual Life and legally
binding upon it in accordance with its terms; and

(I) Minnesota Mutual Life shall have received an opinion of counsel that the
Reorganization will have no adverse tax consequences on any of the parties or on
Contract Owners and Participants.

(j) Each party shall have furnished as reasonably requested by any other party,
other legal opinions, officers certificates, incumbency certificates, certified
copies of Board and Committee resolutions, good standing certificates, and other
closing documentation as may be appropriate for a transaction of this type.

ARTICLE IV
Costs
Section 4.01 Minnesota Mutual Life shall bear all expenses in connection with
effecting the Reorganization contemplated by this Agreement, including, without
limitation, any expenses in connection with preparation and filing of
registration statements and applications and amendments on behalf of any and all
parties hereto, and all legal, accounting and data processing services necessary
to effect the Reorganization.

ARTICLE V
Termination
Section 5.01 This Agreement may be terminated and the Reorganization abandoned
at any time prior to the Effective Time, notwithstanding approval by Contract
Owners and Participants,

(a) By mutual consent of the parties hereto;
(b) By any of the parties if any condition set forth in Section 3.02 has not
been fulfilled by the other parties; and
(c) By any of the parties if the Reorganization does not occur as of December
31, 1990, and so subsequent date can be mutually agreed upon.

Section 5.02 At any time prior to the Effective Time, any of the terms or
conditions of this Agreement may be waived by the party or parties entitled to
the benefit thereof if such waiver will not have a material adverse effect on
the interests of the Contract Owners and Participants.

IN WITNESS WHEREOF, as of the day and year first above written, each of the
parties has caused this Agreement to be executed on its behalf by its President
or Chairman and attested by its Secretary, all thereunto duly authorized.

ATTEST: THE MINNESOTA MUTUAL LIFE INSURANCE
COMPANY

By /s/ Robert J. Hasling By /s/ Richard A. Engen
---------------------------- ----------------------------

6
<PAGE>

Robert J. Hasling Richard A. Engen
Secretary President

ATTEST: MINNESOTA MUTUAL VARIABLE FUND D

By /s/ Donald F. Gruber By /s/ Joseph R. Bird
---------------------------- ----------------------------
Donald F. Gruber Joseph R. Bird
Secretary President

ATTEST: MIMLIC SERIES FUND, INC.

By /s/ Donald F. Gruber By /s/ Joseph R. Bird
---------------------------- ----------------------------
Donald F. Gruber Joseph R. Bird
Secretary Chairman

<PAGE>

April 23, 1997

The Minnesota Mutual Life Insurance Company
Minnesota Mutual Life Center
400 Robert Street North
St. Paul, Minnesota 55101

Gentlepersons:

In my capacity as counsel for The Minnesota Mutual Life Insurance Company
(the "Company"), I have reviewed certain legal matters relating to the
Company's Separate Account entitled Minnesota Mutual Variable Fund D (the
"Fund") in connection with Post-Effective Amendment No. 48 to its
Registration Statement on Form N-4. This Post-Effective Amendment is to be
filed by the Company and the Fund with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to certain
variable annuity contracts (Securities and Exchange Commission File No.
2-29624).

Based upon that review, I am of the following opinion:

1. The Fund is a separate account of the Company duly created and
validly existing pursuant of the laws of the State of Minnesota; and

2. The issuance and sale of the variable annuity contracts funded by
the Fund have been duly authorized by the Company and such contracts,
when issued in accordance with and as described in the current Prospectus
contained in the Registration Statement, and upon compliance with
applicable local and federal laws, will be legal and binding obligations
of the Company in accordance with their terms.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Sincerely,

Donald F. Gruber
Senior Counsel

<PAGE>

(KPMG Peat Marwick LLP Letterhead)

INDEPENDENT AUDITORS' CONSENT

We consent to the use of our reports included herein and to the reference to
our Firm under the heading "AUDITORS" in Part B of the Registration Statement.

KPMG Peat Marwick LLP

Minneapolis, Minnesota
April 23, 1997

<PAGE>
MINNESOTA MUTUAL VARIABLE FUND D
GROWTH SEGREGATED SUB-ACCOUNT
PERFORMANCE CALCULATIONS

TOTAL RETURN CALCULATIONS
- -------------------------

Total return is the percentage change between the offering price of one
accumulation unit at the beginning of a period and the redeemable value of that
accumulation unit at the end of a period. A data base file is kept and updated
monthly with respect to accumulation unit values. From this data base file,
total return can be calculated for any specified number of periods since the
segregated sub-account's date of beginning operations.

Ten Year Total Return
- ---------------------

Total return for the ten year period ending December 31, 1994 is based on an
initial $1,000 investment made on January 1, 1984. Using the accumulation unit
value information attached, the total return for the ten year period ending
December 31, 1994, without consideration of the maximum front-end sales charge,
is as follows:

TEN YEAR = ENDING REDEEMABLE VALUE - INITIAL AMOUNT INVESTED *100
TOTAL RETURN ---------------------------------------------------
INITIAL AMOUNT INVESTED

2,506.06-1,000.00 * 100 = 150.61%
-----------------
1,000.00

AVERAGE ANNUAL TOTAL RETURN
- ----------------------------

Average annual total return for the ten year period ended December 31, 1994
(with and without consideration of the maximum front-end sales charge) is as
follows:

Maximum front-end sales charge
- ------------------------------
10
$1,000.00 [(1 + .0882) ] = $2,330.63 T = 8.82%

Without front-end sales charge
- -------------------------------
10
$1,000.00 [(1 + .0962) ] = $2,506.06 T = 9.62%

<PAGE>

Average annual total return for the five year period ending December 31, 1994
(with and without consideration of the maximum front-end sales charge) is as
follows:

Maximum front-end sales charge
- ------------------------------
5
$1,000.00 [(1 + .0657) ] = $1,374.29 T = 6.57%

Without front-end sales charge
- ------------------------------
5
$1,000.00 [(1 + .0812) ] = $1,477.74 T = 8.12%

Average annual total return for the period from January 1, 1994 to December 31,
1994 (with and without consideration of the maximum front-end sales charge) is
as follows:

Maximum front-end sales charge
- ------------------------------
1
$1,000.00 [(1 - .0672) ] = $932.85 T = -6.72%

Without front-end sales charge
- ------------------------------
1
$1,000.00 [(1 + .0031) ] = $1,003.06 T = .31%

The following information is used in the total return calculations:

Accumulation
Date unit value
---- ----------
12/31/84 $ 3.832363
12/31/89 6.499211
12/31/93 9.574814
12/31/94 9.604118

<PAGE>
MINNESOTA MUTUAL VARIABLE FUND D
BOND SEGREGATED SUB-ACCOUNT
PERFORMANCE CALCULATIONS

TOTAL RETURN CALCULATIONS
- --------------------------

CUMULATIVE TOTAL RETURN
- -----------------------

Cumulative total return is based on an initial $1,000 investment made on October
26, 1994. Using the accumulation unit value information attached, the
cumulative total return at December 31, 1994, without consideration of the
maximum front-end sales charge, is as follows:

<TABLE>

<S> <C>
CUMULATIVE = ENDING REDEEMABLE VALUE - INITIAL AMOUNT INVESTED * 100
TOTAL RETURN -------------------------------------------------
INITIAL AMOUNT INVESTED

1,315.58 - 1,000.00 * 100 = 31.56%
-------------------
1,000.00
</TABLE>

AVERAGE ANNUAL TOTAL RETURN
- ---------------------------

In accordance with the SEC, average annual total return (T) allocates equal
value among each period (N) by comparing the initial amount invested (P) to the
ending redeemable value (ERV). The formula prescribed by the SEC is as
follows:
N
P[(1 + T) ] = ERV
Average annual total return for the period from October 26, 1990 to December 31,
1994 (with and without consideration of the maximum front-end sales charge) is
as follows:

Maximum front-end sales charge
- ------------------------------
4.19
$1,000.00 [(1 + .0494) ] = $1,223.49 T = 4.94%

Without front-end sales charge
- ------------------------------
4.19
$1,000.00 [(1 + .0677) ] = $1.315.58 T = 6.77%

Average annual total return for the period from January 1, 1994 to December 31,
1994 (with and without consideration of the maximum front-end sales charge) is
as follows:

<PAGE>

Maximum front-end sales charge
- ------------------------------
1
$1,000.00 [(1 - .1173) ] = $882.71 T = -11.73%

Without front-end sales charge
- ------------------------------
1
$1,000.00 [(1 - .0509) ] = $949.15 T = -5.09%

The following information is used in the total return calculations:

Accumulation
Date unit value
-------- ------------
10/26/90 $ 1.000000
12/31/93 1.386059
12/31/94 1.315583

<PAGE>
MINNESOTA MUTUAL VARIABLE FUND D
MONEY MARKET SEGREGATED SUB-ACCOUNT
PERFORMANCE CALCULATIONS

SIMPLE YIELD CALCULATION
- ------------------------

Simple yields are computed by determining the net change, exclusive of capital
changes, in the value of a hypothetical account having a balance of one
accumulation unit of the Money Market sub-account at the beginning of the most
recent seven calendar day period, subtracting a hypothetical charge reflecting
deductions from contractowner accounts, and dividing the difference by the value
of the account at the beginning of the seven day period to determine the base
period return, and multiplying the base period return by 365/7. The simple
yield for the Money Market segregated sub-account at December 31, 1994 is
calculated as follows:

[(1.000903 - 1.000000)/1.000000] * 365 = 4.71%
---
7

EFFECTIVE YIELD CALCULATION
- ---------------------------

Effective yields are computed by determining the net change, exclusive of
capital changes, in the value of a hypothetical account having a balance of one
accumulation unit of the Money Market sub-account at the beginning of the most
recent seven calendar day period, subtracting a hypothetical charge reflecting
deductions from contractowner accounts, and dividing the difference by the value
of the account at the beginning of the seven day period to determine the base
period return, and then compounding the based period return by adding 1, raising
the sum to a power equal to 365 divided by 7, and subtracting 1 from the result.
Effective yield calculation for the Money Market segregated sub-account at
December 31, 1994 is calculated as follows:
365/7
([(1.000903 - 1.000000)/1.000000] + 1.0000000 - 1.000000 = 4.82%

TOTAL RETURN CALCULATIONS
- --------------------------

CUMULATIVE TOTAL RETURN
- -----------------------

Cumulative total return is based on an initial $1,000 investment made on
October 26, 1990. Using the accumulation unit value information attached, the
cumulative total return, without consideration of the maximum front-end sales
charge, at December 31, 1994 is as follows:

<TABLE>

<S> <C>
CUMULATIVE = ENDING REDEEMABLE VALUE - INITIAL AMOUNT INVESTED * 100
TOTAL RETURN ---------------------------------------------------
INITIAL AMOUNT INVESTED

<PAGE>

1,131.26 - 1,000.00 * 100 = 13.13%
----------------------
1,000.00
</TABLE>

AVERAGE ANNUAL TOTAL RETURN
- ---------------------------

N
P[(1 + T) ] = ERV

Average annual total return for the period from October 26, 1990 to December
31, 1994 (with and without consideration of the maximum front-end sales
charge) is as follows:

Maximum front-end sales charge
- ------------------------------
4.19
$1,000.00 [(1 + .0122) ] = 1,052.08 T = 1.22%

Without front-end sales charge
- ------------------------------
4.19
$1,000.00 [(1 + .0299) ] = $1,131.26 T = 2.99%

Average annual total return for the period from January 1, 1994 to December
31, 1994 (with and without consideration of the maximum front-end sales
charge) is as follows:

Maximum front-end sales charge
- ------------------------------
1
$1,000.00 [(1 - .0410) ] = $959.03T = -4.10%

Without front-end sales charge
- -------------------------------
1
$1,000.00 [(1 + .0312) ] = $1,031.22T = 3.12%

The following information is used in the total return calculations:

Accumulation
Date unit value
----- ------------
10/26/90 $ 1.000000
12/31/93 1.097015
12/31/94 1.131264

<PAGE>
MINNESOTA MUTUAL VARIABLE FUND D
ASSET ALLOCATION SUB-ACCOUNT
PERFORMANCE CALCULATIONS

TOTAL RETURN CALCULATIONS
- -------------------------

CUMULATIVE TOTAL RETURN
- ------------------------

Cumulative total return is based on an initial $1,000 investment made on October
26, 1994. Using the accumulation unit value information attached, the
cumulative total return at December 31, 1994 without consideration of the
maximum front-end sales charge is as follows:

<TABLE>

<S> <C>
CUMULATIVE = ENDING REDEEMABLE VALUE - INITIAL AMOUNT INVESTED * 100
TOTAL RETURN ----------------------------------------------------
INITIAL AMOUNT INVESTED

1,472.74 - 1,000.00 * 100 = 47.27%
-----------------------
1,000.00
</TABLE>

AVERAGE ANNUAL TOTAL RETURN
- ----------------------------

N
P[(1+T) ] = ERV

Average annual total return for the period from October 26, 1990 to December 31,
1994 (with and without consideration of the maximum front-end sales charge) is
as follows:

Maximum front-end sales charge
- ------------------------------
4.19
$1,000.00 [(1 + .0780) ] = $1,369.65 T = 7.80%

Without front-end sales charge
- ------------------------------
4.19
$1,000.00 [(1 + .0969) ] = $1,472.74 T = 9.69%

Average annual total return for the period from January 1, 1994 to December 31,
1994 (with and without consideration of the maximum front-end sales charge) is
as follows:
<PAGE>

Maximum front-end sales charge
- ------------------------------
1
$1,000.00 [(1 - .0881) ] = $911.89 T = -8.81%

Without front-end sales charge
- ------------------------------
1
$1,000.00 [(1 - .0195) ] = $980.53 T = -1.95%

The following information is used in the total return calculations:

Accumulation
Date unit value
-------- ----------
10/26/90 $ 1.000000
12/31/93 1.501985
12/31/94 1.472737

<PAGE>
MINNESOTA MUTUAL VARIABLE FUND D
MORTGAGE SECURITIES SUB-ACCOUNT
PERFORMANCE CALCULATIONS

TOTAL RETURN CALCULATIONS
- -------------------------

CUMULATIVE TOTAL RETURN
- -----------------------

<TABLE>

<S> <C>
CUMULATIVE = ENDING REDEEMABLE VALUE - INITIAL AMOUNT INVESTED * 100
TOTAL RETURN -------------------------------------------------
INITIAL AMOUNT INVESTED

1255.44 - 1,000.00 * 100 = 25.54%
------------------
1,000.00
</TABLE>

AVERAGE ANNUAL TOTAL RETURN
- ---------------------------

Average annual total return for the period from October 26, 1990 to December 31,
1994 (with and without consideration of the maximum front-end sales charge) is
as follows:

Maximum front-end sales charge
- ------------------------------
4.19
$1,000.00 [(1 +.0377) ] = $1,167.56 T = 3.77%

Without front-end sales charge
- ------------------------------
4.19
$1,000.00 [(1 + .0558) ] = $1,255.44 T = 5.58%

Average annual total return for the period from January 1, 1994 to December 31,
1994 (with and without consideration of the maximum front-end sales charge) is
as follows:
<PAGE>

Maximum front-end sales charge
- ------------------------------
1
$1,000.00 [(1 - .1064) ] = $893.63 T = -10.64%

Without front-end sales charge
- ------------------------------
1
$1,000.00 [(1 - .0391) ] = $960.89 T = -3.11%

The following information is used in the total return calculations:

Accumulation
Date unit value
-------- -------------
10/26/90 $ 1.000000
12/31/93 1.306544
12/31/94 1.255443

<PAGE>
MINNESOTA MUTUAL VARIABLE FUND D
INDEX 500 SUB-ACCOUNT
PERFORMANCE CALCULATIONS

TOTAL RETURN CALCULATIONS
- -------------------------

CUMULATIVE TOTAL RETURN
- -----------------------

<TABLE>

<S> <C>
CUMULATIVE = ENDING REDEEMABLE VALUE - INITIAL AMOUNT INVESTED * 100
TOTAL RETURN -------------------------------------------------
INITIAL AMOUNT INVESTED

1,580.49 - 1,000.00 * 100 = 58.05%
-------------------
1,000.00
</TABLE>

AVERAGE ANNUAL TOTAL RETURN
- ---------------------------

Average annual total return for the period from October 26, 1990 to December 31,
1994 (with and without consideration of the maximum front-end sales charge) is
as follows:

Maximum front-end sales charge
- ------------------------------
4.19
$1,000.00 [(1 +.0964) ] = $1,469.86 T =9.64%

Without front-end sales charge
- ------------------------------
4.19
$1,000.00 [(1 + .1155) ] = $1,580.49 T = 11.55%
<PAGE>

Average annual total return for the period from January 1, 1994 to December 31,
1994 (with and without consideration of the maximum front-end sales charge) is
as follows:

Maximum front-end sales charge
- -------------------------------
1
$1,000.00 [(1 - .0652) ] = $934.77 T = -6.52%

Without front-end sales charge
- ------------------------------
1
$1,000.00 [(1 +.0051) ] = $1,005.13 T = .51%

The following information is used in the total return calculations:

Accumulation
Date unit value
-------- ------------
10/26/90 $ 1.000000
12/31/93 1.572424
12/31/94 1.580490

<PAGE>
MINNESOTA MUTUAL VARIABLE FUND D
SMALL COMPANY SUB-ACCOUNT
PERFORMANCE CALCULATIONS

TOTAL RETURN CALCULATIONS
- -------------------------

CUMULATIVE TOTAL RETURN
- -----------------------

<TABLE>

<S> <C>
CUMULATIVE = ENDING REDEEMABLE VALUE - INITIAL AMOUNT INVESTED * 100
TOTAL RETURN -------------------------------------------------
INITIAL AMOUNT INVESTED

1,169.00 - 1,000.00 * 100 = 16.90%
-------------------
1,000.00
</TABLE>

AVERAGE ANNUAL TOTAL RETURN
- ---------------------------

Average annual total return for the period from October 26, 1990 to December 31,
1994 (with and without consideration of the maximum front-end sales charge) is
as follows:

Maximum front-end sales charge
- ------------------------------
1.67
$1,000.00 [(1 +.0515) ] = $1,087.17 T = 5.15%

Without front-end sales charge
- ------------------------------
1.67
$1,000.00 [(1 + .0983) ] = $1,169.00 T = 9.83%
<PAGE>

Average annual total return for the period from January 1, 1994 to December 31,
1994 (with and without consideration of the maximum front-end sales charge) is
as follows:

Maximum front-end sales charge
- -------------------------------
1
$1,000.00 [(1 - .0182) ] = $981.84 T = 1.82%

Without front-end sales charge
- ------------------------------
1
$1,000.00 [(1 + .0557) ] = $1,055.74 T = 5.57%

The following information is used in the total return calculations:

Accumulation
Date unit value
-------- ------------
10/26/90 $ 1.000000
12/31/93 1.107281
12/31/94 1.169000

<PAGE>
<ARTICLE> 6
<RESTATED>
<CIK> 0000066749
<NAME> MINNESOTA MUTUAL VARIABLE FUND D
<SERIES>
<NUMBER> 2
<NAME> MIMLIC GROWTH PORTFOLIO SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 44638303
<INVESTMENTS-AT-VALUE> 65417150
<RECEIVABLES> 28726
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 65445876
<PAYABLE-FOR-SECURITIES> 26631
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2095
<TOTAL-LIABILITIES> 28726
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 4666243
<SHARES-COMMON-PRIOR> 4918859
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 65417150
<DIVIDEND-INCOME> 542019
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 314644
<NET-INVESTMENT-INCOME> 224375
<REALIZED-GAINS-CURRENT> 7089946
<APPREC-INCREASE-CURRENT> 2291349
<NET-CHANGE-FROM-OPS> 9605670
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 220706
<NUMBER-OF-SHARES-REDEEMED> 473322
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 6181242
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 317644
<AVERAGE-NET-ASSETS> 63095545
<PER-SHARE-NAV-BEGIN> 11.877
<PER-SHARE-NII> .047
<PER-SHARE-GAIN-APPREC> 1.921
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.845
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<RESTATED>
<CIK> 0000066749
<NAME> MINNESOTA MUTUAL VARIABLE FUND D
<SERIES>
<NUMBER> 3
<NAME> MIMLIC BOND SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 471590
<INVESTMENTS-AT-VALUE> 476486
<RECEIVABLES> 90
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 476576
<PAYABLE-FOR-SECURITIES> 79
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11
<TOTAL-LIABILITIES> 90
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 296978
<SHARES-COMMON-PRIOR> 321612
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 476486
<DIVIDEND-INCOME> 25694
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 2752
<NET-INVESTMENT-INCOME> 22942
<REALIZED-GAINS-CURRENT> 9739
<APPREC-INCREASE-CURRENT> (22377)
<NET-CHANGE-FROM-OPS> 10304
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 157141
<NUMBER-OF-SHARES-REDEEMED> 181775
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (27288)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2752
<AVERAGE-NET-ASSETS> 491411
<PER-SHARE-NAV-BEGIN> 1.567
<PER-SHARE-NII> .072
<PER-SHARE-GAIN-APPREC> (.035)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.604
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<RESTATED>
<CIK> 0000066749
<NAME> MINNESOTA MUTUAL VARIABLE FUND D
<SERIES>
<NUMBER> 1
<NAME> MIMLIC MONEY MARKET SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 489652
<INVESTMENTS-AT-VALUE> 489652
<RECEIVABLES> 2219
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 491871
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2219
<TOTAL-LIABILITIES> 2219
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 395596
<SHARES-COMMON-PRIOR> 352735
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 489652
<DIVIDEND-INCOME> 22653
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 2634
<NET-INVESTMENT-INCOME> 20019
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 20019
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 658856
<NUMBER-OF-SHARES-REDEEMED> 615995
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 71216
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2634
<AVERAGE-NET-ASSETS> 470335
<PER-SHARE-NAV-BEGIN> 1.186
<PER-SHARE-NII> .052
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.238
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<RESTATED>
<CIK> 0000066749
<NAME> MINNESOTA MUTUAL VARIABLE FUND D
<SERIES>
<NUMBER> 4
<NAME> MIMLIC ASSET ALLOCATION SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 4899489
<INVESTMENTS-AT-VALUE> 5745482
<RECEIVABLES> 5073
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5750555
<PAYABLE-FOR-SECURITIES> 4945
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 128
<TOTAL-LIABILITIES> 5073
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 2804901
<SHARES-COMMON-PRIOR> 2960127
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 5745482
<DIVIDEND-INCOME> 182931
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 32176
<NET-INVESTMENT-INCOME> 150755
<REALIZED-GAINS-CURRENT> 454317
<APPREC-INCREASE-CURRENT> 36511
<NET-CHANGE-FROM-OPS> 641583
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 394756
<NUMBER-OF-SHARES-REDEEMED> 549982
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 325530
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 32176
<AVERAGE-NET-ASSETS> 5747484
<PER-SHARE-NAV-BEGIN> 1.831
<PER-SHARE-NII> .051
<PER-SHARE-GAIN-APPREC> .166
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.048
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<RESTATED>
<CIK> 0000066749
<NAME> MINNESOTA MUTUAL VARIABLE FUND D
<SERIES>
<NUMBER> 5
<NAME> MIMLIC MORTGAGE SECURTIES SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 262646
<INVESTMENTS-AT-VALUE> 269885
<RECEIVABLES> 65007
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 334892
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 65007
<TOTAL-LIABILITIES> 65007
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 175022
<SHARES-COMMON-PRIOR> 136987
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 269885
<DIVIDEND-INCOME> 12622
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 1478
<NET-INVESTMENT-INCOME> 11144
<REALIZED-GAINS-CURRENT> 616
<APPREC-INCREASE-CURRENT> (383)
<NET-CHANGE-FROM-OPS> 11377
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 658136
<NUMBER-OF-SHARES-REDEEMED> 620101
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 68000
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1478
<AVERAGE-NET-ASSETS> 263907
<PER-SHARE-NAV-BEGIN> 1.473
<PER-SHARE-NII> .063
<PER-SHARE-GAIN-APPREC> .006
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.542
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<RESTATED>
<CIK> 0000066749
<NAME> MINNESOTA MUTUAL VARIABLE FUND D
<SERIES>
<NUMBER> 6
<NAME> MIMLIC INDEX 500 SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 1754836
<INVESTMENTS-AT-VALUE> 2398674
<RECEIVABLES> 699
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2399373
<PAYABLE-FOR-SECURITIES> 635
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 64
<TOTAL-LIABILITIES> 699
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 923905
<SHARES-COMMON-PRIOR> 951303
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2398674
<DIVIDEND-INCOME> 31146
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 14712
<NET-INVESTMENT-INCOME> 16434
<REALIZED-GAINS-CURRENT> 202187
<APPREC-INCREASE-CURRENT> 204033
<NET-CHANGE-FROM-OPS> 422654
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 333682
<NUMBER-OF-SHARES-REDEEMED> 361080
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 354936
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
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<PAGE>
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<NAME> MINNESOTA MUTUAL VARIABLE FUND D
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