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 2-89208

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 15 X
-------- ---

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment Number ___________

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
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 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 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 30.

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. 30742 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>
THIS 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.

Several types of variable annuity contracts are offered by The Minnesota Mutual
Life Insurance Company ("Minnesota Mutual") in connection with Variable Fund D.
The contracts described in this Prospectus are a Flexible Payment Deferred
Variable Annuity and a Single Payment Deferred Variable Annuity, both of which
are subject to a deferred sales charge. The minimum purchase payment under the
Flexible Payment Deferred Variable Annuity contract is $25, a minimum which
Minnesota Mutual is currently waiving, while the minimum purchase payment amount
under the Single Payment Deferred Variable Annuity contract is $5,000. For a
detailed description of each type of contract, see "Description of the
Contracts" on pages 18-20.

There is a right of revocation which exists for ten days after the contract is
received. See "Right of Revocation" on page 19.

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 Portfolios 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 which are available to the contracts offered by this
Prospectus 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 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.

3
<PAGE>
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
25-26. 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 21-22.

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
page 24.

No deduction for a sales charge is made from the purchase payments for these
contracts. However, a deferred sales charge may be made on contract withdrawals
or surrenders during the first ten contract years. For flexible purchase payment
contracts the deferred sales charge is initially 9.0% of the amount withdrawn
with the percentage charge being reduced uniformly by .075% for each of the
first 120 months from the contract date. For single purchase payment contracts,
the deferred sales charge is initially 6.0% of the amount withdrawn with the
percentage charge being reduced by .05% for each of the first 120 months from
the contract date. Notwithstanding the existence of this charge, the contract
owner may withdraw or surrender up to 10% of the contract value at the prior
year-end without the application of such charge. In no event will the sum of any
deferred sales charges exceed 9.0% of the amount of purchase payments made under
the contract.

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 18.

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

4
<PAGE>
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 the Variable Fund D variable annuity contracts. 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 SINGLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT
CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Deferred Sales Load (as a percentage of amount surrendered or withdrawn)......... 6%
decreasing
uniformly
by .05% for each of
the first 120
months
from the contract
date

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%
-----
-----

EXAMPLE--For contracts using the Growth Portfolio:
</TABLE>

<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......................... $61 $76 $91 $129
If you annuitize 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......................... $11 $34 $58 $129
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $11 $34 $58 $129
</TABLE>

5
<PAGE>

<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%
-----
-----

EXAMPLE--For contracts using the Bond Portfolio:
</TABLE>

<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......................... $62 $78 $94 $136
If you annuitize 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......................... $11 $36 $62 $136
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $11 $36 $62 $136
</TABLE>

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

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%
-----
-----

EXAMPLE--For contracts using the Money Market Portfolio:
</TABLE>

<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......................... $62 $79 $96 $141
If you annuitize 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......................... $12 $37 $64 $141
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $12 $37 $64 $141
</TABLE>

6
<PAGE>

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

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%
-----
-----

EXAMPLE--For contracts using the Asset Allocation Portfolio:
</TABLE>

<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......................... $62 $77 $93 $134
If you annuitize 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......................... $11 $35 $61 $134
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $11 $35 $61 $134
</TABLE>

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

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%
-----
-----

EXAMPLE--For contracts using the Mortgage Securities Portfolio:
</TABLE>

<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......................... $62 $79 $95 $139
If you annuitize 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......................... $12 $36 $63 $139
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $12 $36 $63 $139
</TABLE>

7
<PAGE>

<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%
-----
-----

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%
-----
-----

EXAMPLE--For contracts using the Index 500 Portfolio:
</TABLE>

<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......................... $62 $78 $94 $135
If you annuitize 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......................... $11 $35 $61 $135
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $11 $35 $61 $135
</TABLE>

<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%
-----
-----

EXAMPLE--For contracts using the Small Company Portfolio:
</TABLE>

<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......................... $62 $78 $94 $136
If you annuitize 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......................... $11 $36 $62 $136
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $11 $36 $62 $136
</TABLE>

8
<PAGE>
INDIVIDUAL FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT
CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Deferred Sales Load (as a percentage of amount surrendered or withdrawn)......... 9%
decreasing
uniformly
by .075% for each
of the first 120
months from the
contract date
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
Management Fees.................................................................. .500%
Other Expenses................................................................... .090%
-----
Total Growth Portfolio Annual Expenses....................................... .590%
-----
-----

EXAMPLE--For contracts using the Growth Portfolio:
</TABLE>

<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......................... $87 $97 $108 $129
If you annuitize 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......................... $11 $34 $58 $129
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $11 $34 $58 $129
</TABLE>

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

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

Bond Portfolio
Management Fees.................................................................. .500%
Other Expenses................................................................... .060%
-----
Total Bond Portfolio Annual Expenses......................................... .560%
-----
-----
</TABLE>

9
<PAGE>
<TABLE>
<S> <C>
EXAMPLE--For contracts using the Bond Portfolio:
</TABLE>

<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......................... $87 $99 $111 $136
If you annuitize 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......................... $11 $36 $62 $136
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $11 $36 $62 $136
</TABLE>

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

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

Money Market Portfolio
Management Fees.................................................................. .500%
Other Expenses................................................................... .100%
-----
Total Money Market Portfolio Annual Expenses................................. .600%
-----
-----

EXAMPLE--For contracts using the Money Market Portfolio:
</TABLE>

<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......................... $88 $100 $113 $141
If you annuitize 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......................... $12 $37 $64 $141
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $12 $37 $64 $141
</TABLE>

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

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

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

10
<PAGE>
<TABLE>
<S> <C>
EXAMPLE--For contracts using the Asset Allocation Portfolio:
</TABLE>

<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......................... $87 $99 $110 $134
If you annuitize 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......................... $11 $35 $61 $134
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $11 $35 $61 $134
</TABLE>

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

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

Mortgage Securities Portfolio
Management Fees.................................................................. .500%
Other Expenses................................................................... .080%
-----
Total Mortgage Securities Portfolio Annual Expenses.......................... .580%
-----
-----

EXAMPLE--For contracts using the Mortgage Securities Portfolio:
</TABLE>

<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......................... $87 $100 $112 $139
If you annuitize 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......................... $12 $36 $63 $139
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $12 $36 $63 $139
</TABLE>

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

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

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

11
<PAGE>
<TABLE>
<S> <C>
EXAMPLE--For contracts using the Index 500 Portfolio:
</TABLE>

<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......................... $87 $99 $110 $135
If you annuitize 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......................... $11 $35 $61 $135
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $11 $35 $61 $135
</TABLE>

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

ADVANTUS SERIES FUND, INC. ANNUAL EXPENSES
(as a percentage of Advantus Series Fund average net assets for the Small Company
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......................... $87 $99 $111 $136
If you annuitize 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......................... $11 $36 $62 $136
If you do NOT surrender your contract:
You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets......................... $11 $36 $62 $136
</TABLE>

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 17-18 of this Prospectus.
- ------------------------
*Annuitization for this purpose means the election of an Annuity Option
under which benefits are expected to continue for a period of at least five
years.

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.

12
<PAGE>
TABLE OF CONTENTS

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

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

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

Condensed Financial Information............................. 14

Financial Statements........................................ 15

General Descriptions........................................ 15

Contract Deductions......................................... 16
Sales Charges........................................... 16
Premium Taxes........................................... 18
Investment Management................................... 18
Mortality and Expense Risks............................. 18
Expenses................................................ 18

Description of the Contracts................................ 19

Voting Rights............................................... 20

Annuity Period.............................................. 21

Death Benefit............................................... 23

Crediting Accumulation Units................................ 23

Withdrawals and Surrender................................... 26

Distribution................................................ 26

Federal Tax Status.......................................... 26

Legal Proceedings........................................... 30

Statement of Additional Information......................... 30
</TABLE>

13
<PAGE>
CONDENSED FINANCIAL INFORMATION

The financial statements of Minnesota Mutual Variable Fund D and of 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>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------ ------------
<S> <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
Unit value at end of
period................... $13.839 $11.877 $9.604 $9.573 $9.196 $8.803
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
Bond Sub-Account:
Unit value at beginning of
period................... $1.567 $1.316 $1.386 $1.264 $1.191 $1.021
Unit value at end of
period................... $1.604 $1.567 $1.316 $1.386 $1.264 $1.191
Number of units
outstanding at end of
period................... 296,978 321,612 386,750 480,411 177,794 66,385
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
Unit value at end of
period................... $2.048 $1.831 $1.473 $1.502 $1.419 $1.330
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
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
Unit value at end of
period................... $2.596 $2.148 $1.580 $1.572 $1.442 $1.352
Number of units
outstanding at end of
period................... 923,905 951,303 886,632 684,210 332,893 174,242
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

<CAPTION>
PERIOD FROM
OCTOBER 26,
1990 TO
DECEMBER 31,
1990*
------------
<S> <C>
Growth Sub-Account:
Unit value at beginning of
period................... $6.061
Unit value at end of
period................... $6.595
Number of units
outstanding at end of
period................... 6,024,553
Bond Sub-Account:
Unit value at beginning of
period................... $1.000
Unit value at end of
period................... $1.021
Number of units
outstanding at end of
period................... 20,037
Money Market Sub-Account:
Unit value at beginning of
period................... -- **
Unit value at end of
period................... --
Number of units
outstanding at end of
period................... --
Asset Allocation Sub-Account:
Unit value at beginning of
period................... $1.000
Unit value at end of
period................... $1.038
Number of units
outstanding at end of
period................... 13,616
Mortgage Securities
Sub-Account:
Unit value at beginning of
period................... -- **
Unit value at end of
period................... --
Number of units
outstanding at end of
period................... --
Index 500 Sub-Account:
Unit value at beginning of
period................... $1.000
Unit value at end of
period................... $1.049
Number of units
outstanding at end of
period................... 5,000
Small Company Sub-Account:
Unit value at beginning of
period...................
Unit value at end of
period...................
Number of units
outstanding at end of
period...................
</TABLE>

- ------------------------
* 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.

14
<PAGE>
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.

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.

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 share 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 Insurance 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.

15
<PAGE>

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

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.

CONTRACT DEDUCTIONS

SALES CHARGES

No sales charge is deducted from the purchase payments for these contracts.
However, a deferred sales charge, when it is applicable, will be used for
expenses relating to the sale of the contracts.

The deferred sales charge is made on contract withdrawals or surrenders during
the first ten contract years, measured from the issue date of the contract. If
annuity payments commence during the first ten contract years, the deferred
sales charge may be assessed against the amount applied to provide the annuity.
The amount of any deferred sales charge applicable to a particular transaction
is deducted from the accumulation value.

Under the Flexible Payment Deferred Variable Annuity Contract the amount of the
deferred sales charge as a percentage of the amount surrendered, withdrawn, or
applied to provide an annuity at the end of each contract year is as shown in
Table 1. The percentages decrease uniformly by .075% for each of the first 120
months from the contract date. Any amounts withdrawn from the contract may also
be reduced by any applicable state premium taxes not previously deducted from
purchase payments. In no event will the sum of the deferred sales charges exceed
9% of the total purchase payments made under this contract.

16
<PAGE>
TABLE 1

<TABLE>
<CAPTION>
BEGINNING OF
CONTRACT YEAR CHARGE
-------------- -------
<S> <C>
1 9.0%
2 8.1
3 7.2
4 6.3
5 5.4
6 4.5
7 3.6
8 2.7
9 1.8
10 0.9
11 -0-
</TABLE>

Under the Single Payment Deferred Variable Annuity Contract the amount of the
deferred sales charge as a percentage of the amount surrendered, withdrawn, or
applied to provide an annuity at the end of each contract year is as shown in
Table 2. The percentages decrease uniformly by .05% for each of the first 120
months from the contract date. Any amounts withdrawn from the contract may also
be reduced by any applicable state premium taxes not previously deducted from
purchase payments. In no event will the sum of the deferred sales charges exceed
9% of the total purchase payments made under this contract.

TABLE 2

<TABLE>
<CAPTION>
BEGINNING OF
CONTRACT YEAR CHARGE
-------------- -------
<S> <C>
1 6.0%
2 5.4
3 4.8
4 4.2
5 3.6
6 3.0
7 2.4
8 1.8
9 1.2
10 0.6
11 -0-
</TABLE>

Under both contracts, if a withdrawal is made where the sum of all withdrawals
in that calendar year is equal to or less than 10% of the accumulation value at
the end of the previous calendar year, the deferred sales charge will not apply.
If the sum of the withdrawals exceeds that amount, the deferred sales charge
will apply only to the amount of the excess. Similarly, if the contract is
surrendered, the deferred sales charge will apply only to the extent that the
amount surrendered, when coupled with any withdrawals during the year, exceeds
10% of the accumulation value at the end of the previous calendar year.

Under current practices, Minnesota Mutual under this provision will allow
withdrawals during the first calendar year to be made without the imposition of
a deferred sales charge so long as withdrawals during the balance of the first
calendar year do not exceed 10% of the purchase payments applied to the contract
during that first calendar year.

Deduction of a deferred sales charge will be made on contracts in the contract
years shown except in the event of the death of the annuitant or on an election
of an annuity payment option which provides for benefits which are expected to
continue for a period of at least five years. In addition, Minnesota Mutual will
waive the deferred sales charge on that portion of a contract's accumulation
value which is applied to the purchase of an Adjustable Income Annuity, which is
an immediate variable annuity contract, issued by us.

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 charges
described below.

17
<PAGE>
PREMIUM TAXES

Deductions for any applicable premium taxes may be made from each purchase
payment (currently such premium taxes range from 0.5% to 3.5%) depending upon
the applicable law.

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, Inc. 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 two types of variable annuity contracts
pursuant to this Prospectus:

(a) Single Payment Deferred Variable Annuity. This type of contract may be
used in connection with a qualified pension or profit sharing plan under which
plan contributions have been accumulating in a trust fund. It may also be used
in connection with a qualified plan which has previously been funded with
insurance contracts or fixed annuity contracts issued by Minnesota Mutual. The
contract provides for a fixed or variable annuity to begin at some future date
with the purchase payment made either in a lump sum or in a series of payments
in a single contract year. The contract may also be used to provide fixed
annuity or variable annuity payments under the state deferred compensation plans
or individual retirement annuity programs.

(b) Flexible Payment Deferred Variable 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. The contract provides for a variable annuity or a fixed
annuity to begin at some future date with 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.

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 contract owner should read the contract carefully as soon as it is received.
The contract owner may revoke the purchase of a contract within ten days after
its delivery, for any reason, on notice to Minnesota Mutual at 400 Robert Street
North, St. Paul, Minnesota, of an intention to revoke. If the contract is
revoked and returned, Minnesota Mutual will refund to the purchaser the greater
of (a) the accumulation value of the contract or (b) the amount of purchase
payments paid under the contract. Payment of the requested refund will be made
to the purchaser within seven days after we receive notice of cancellation.

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.

The liability of Variable Fund D under the foregoing is limited to the
accumulation value of any contract at the time it is returned for cancellation.
Any additional amounts necessary to make the refund to the owner equal to the
purchase payments will be made by Minnesota Mutual.

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.

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.

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7. LIMITATIONS ON PURCHASE PAYMENTS

The minimum purchase payment for the Single Payment Deferred Variable Annuity
Contract must be at least $5,000. It may not exceed $250,000 except with the
consent of Minnesota Mutual.

The minimum periodic purchase payment which may be made under a Flexible Payment
Deferred Variable Annuity Contract is $25. Currently, Minnesota Mutual is
waiving the enforcement of this provision.

There may be limits on the maximum contributions to retirement plans that
qualify for special tax treatment.

8. 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 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

9. 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 or
other contracts of Variable Fund D except as to certain group contracts sold
under circumstances which reduce sales expenses to Minnesota Mutual. When a
distribution of divisible surplus is made, it may take the form of additional
payments.

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.

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.

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.

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 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.

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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 contracts described in this Prospectus, the first monthly annuity
payment is determined by the value of the contract at retirement. 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 0.5% 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 contract, and
(b) the value of an accumulation unit.

The contracts contain tables indicating the dollar amount of the first monthly
payment under each optional annuity form for each $1,000 of value applied. The
amount of the first monthly payment depends on the optional annuity form elected
and the adjusted age of the annuitant. If, when annuity payments are elected, we
are using tables of annuity rates for these contracts which result in larger
annuity payments, we will use those tables instead.

A formula for determining the adjusted age is contained in the contract. The
tables are determined from the Progressive Annuity Table with interest at the
rate of 3.5% per annum, assuming births in the year 1900 and an age setback of
six years. 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

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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.

DEATH BENEFIT

If the owner dies before annuity payments have started, we will pay the
accumulation value of the contract to the named beneficiary. The accumulation
value will be determined as of the valuation date coincident with or next
following the date that Minnesota Mutual receives due proof of death at its home
office. 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.

If the owner dies on or before the date on which annuity payments begin and if
the designated beneficiary is a person other than the owner's spouse, that
beneficiary may elect an annuity option measured by a period not longer than
that beneficiary's life expectancy only so long as annuity payments begin not
later than one year after the owner's death. If there is no designated
beneficiary, then the entire interest in the contract must be distributed within
five years after the owner's death. If the annuitant dies after annuity payments
have begun, any payments received by a non-spouse beneficiary must be
distributed at least as rapidly as under the method elected by the annuitant as
of the date of death.

If any portion of the contract is payable to a designated beneficiary who is the
contract owner's surviving spouse, that spouse shall be treated as the contract
owner for purposes of: (1) when payments must begin, and (2) the time of
distribution in the event of the spouse's death. Payments must be made in
substantially equal installments.

If the owner of this contract is other than a natural person, such as a trust or
other entity, we will pay a death benefit of the accumulation value to the named
beneficiary on the death of the annuitant, if death occurs prior to the date for
annuity payments to begin.

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 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.

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.

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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 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 the frequency of such transfers to a single such
transfer during any calendar year and the amount of such transfers 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 are two situations which are exceptions to the above restriction. The
first is for new contracts where purchase payments are allocated to the General
Account because of the absence of initial allocation instructions. In that
situation, contract owners may make a single transfer of any amount from the
General Account. The second situation 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.

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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 redemption. 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.

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) 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.

25
<PAGE>
WITHDRAWALS AND SURRENDER

Under both contracts, partial withdrawals may be made by the contract owner from
the contract for cash amounts of at least $250. In this event, the accumulation
value will be reduced by the amount of the withdrawal and the applicable
deferred sales charge. For more information on the application of that charge,
see "Sales Charges" on pages 16-17. In the absence of instruction to the
contrary, withdrawals will be first made from the general account accumulation
value and then from the separate account accumulation value. Any amounts
withdrawn from the contract may also be reduced by any applicable state premium
taxes not previously deducted from purchase payments. 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.

The contracts provide that prior to the commencement of annuity payments, the
contract owner may elect to surrender the contract and receive in a single cash
sum the accumulation value computed as of the valuation date coincident with or
next following the date of surrender. The deferred sales charge will apply if
the surrender takes place in the first ten contract years. The sales charge will
be applied to the extent that amounts payable on surrender exceed 10% of the
accumulation value at the end of the previous calendar year, less any partial
withdrawals during the current calendar year.

Under any contract, once annuity payments have commenced for an annuitant under
Options 1, 2 or 3 of the optional annuity forms, the annuitant 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 21.

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.

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 6% of the purchase payments received for
the Flexible Payment Deferred Variable Annuity Contracts and 3.75% for the
Single Payment Deferred Variable Annuity Contracts.

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

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

26
<PAGE>
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 non-qualified 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
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

27
<PAGE>
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 subaccounts 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 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

28
<PAGE>
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.
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 at 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.

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 annuities to provide 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

29
<PAGE>
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.

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.

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
Annuity Payments
Auditors
Financial Statements
Appendix A--Calculation of Unit Values

30
<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. Not Applicable

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

Annuity Payments

Auditors

Financial Statements

Appendix A - Calculation of Unit Values

-1-
<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 an 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

-2-

<PAGE>

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 Comapany, St. Paul,
Minnesota (Financial Management)

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 three types of Variable Fund D variable annuity contracts,
all incorporating a front-end loading of sales charges. These contracts are the
Individual Accumulation Annuity Contract, Group Accumulation Annuity Contract
and Group Deposit Administration Variable Annuity Contracts.

-3-
<PAGE>
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. Agents of Minnesota Mutual who are also registered representatives
of MIMLIC Sales are compensated directly by Minnesota Mutual.

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.

-4-
<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

MINNESOTA MUTUAL VARIABLE FUND D
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996

SEGREGATED SUB-ACCOUNTS
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---------------------------------------------------------------------------
<S> <C> <C> <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)................................ - - - - - 2,398,674 -
Small Company Portfolio, 120,873 shares
at net asset value of $1.535
per share (cost $194,435)........................ - - - - - - 185,521
---------- ------- ------- --------- ------- --------- -------
65,417,150 476,486 489,652 5,745,482 269,885 2,398,674 185,521

Receivable from MIMLIC Series Fund, Inc.
for investments sold................................. 2,095 11 2,219 128 65,007 64 3
Receivable from Minnesota Mutual
for contract purchase payments....................... 26,631 79 - 4,945 - 635 65,178
---------- ------- ------- --------- ------- --------- -------
Total assets..................................... 65,445,876 476,576 491,871 5,750,555 334,892 2,399,373 250,702
---------- ------- ------- --------- ------- --------- -------

LIABILITIES

Payable to MIMLIC Series Fund, Inc.
for investments purchased............................ 26,631 79 - 4,945 - 635 65,178
Payable to Minnesota Mutual for contract terminations
and mortality and expense charges.................... 2,095 11 2,219 128 65,007 64 3
---------- ------- ------- --------- ------- --------- -------
Total liabilities................................ 28,726 90 2,219 5,073 65,007 699 65,181
---------- ------- ------- --------- ------- --------- -------
Net assets applicable to annuity
contract owners................................. $65,417,150 476,486 489,652 5,745,482 269,885 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........................ $64,577,971 476,486 489,652 5,745,482 269,885 2,398,674 185,521
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 2,398,674 185,521
---------- ------- ------- --------- ------- --------- -------
---------- ------- ------- --------- ------- --------- -------

NET ASSET VALUE PER ACCUMULATION UNIT................. $ 13.839 1.604 1.238 2.048 1.542 2.596 1.624
---------- ------- ------- --------- ------- --------- -------
---------- ------- ------- --------- ------- --------- -------

</TABLE>

See accompanying notes to financial statements.

MINNESOTA MUTUAL VARIABLE FUND D
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996

SEGREGATED SUB-ACCOUNTS
---------------------------------------------------------------------------
MONEY ASSET MORTGAGE INDEX SMALL
GROWTH BOND MARKET ALLOCATION SECURITIES 500 COMPANY
---------------------------------------------------------------------------
<S> <C> <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 31,146 254
Reimbursement from Minnesota Mutual
for excess expense charges (note 4)................ 183,716 1,155 1,105 13,502 621 3,009 353
Mortality and expense charges (note 3).............. (501,360) (3,907) (3,739) (45,678) (2,099) (17,721) (1,195)
---------- ------- ------- --------- ------- --------- -------
Investment income (loss) - net................... 224,375 22,942 20,019 150,755 11,144 16,434 (588)
---------- ------- ------- --------- ------- --------- -------

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 13,014
---------- ------- ------- --------- ------- --------- -------

Realized gains on sales of investments:
Proceeds from sales.............................. 6,572,569 283,205 749,890 1,094,745 914,466 857,151 915,201
Cost of investments sold......................... (4,575,983) (278,098) (749,890) (975,369) (913,850) (671,087) (894,481)
---------- ------- ------- --------- ------- --------- -------
1,996,586 5,107 - 119,376 616 186,064 20,720
---------- ------- ------- --------- ------- --------- -------

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 gains (losses) on investments................ 9,381,295 (12,638) - 490,828 233 406,220 8,637
---------- ------- ------- --------- ------- --------- -------
Net increase in net assets resulting from operations.. $ 9,605,670 10,304 20,019 641,583 11,377 422,654 8,049
---------- ------- ------- --------- ------- --------- -------
---------- ------- ------- --------- ------- --------- -------

</TABLE>

See accompanying notes to financial statements.

MINNESOTA MUTUAL VARIABLE FUND D
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1996

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.

MINNESOTA MUTUAL VARIABLE FUND D
STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED
YEAR ENDED DECEMBER 31, 1995

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.
<PAGE>

MINNESOTA MUTUAL VARIABLE FUND D

(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 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:

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

<PAGE>

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:

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

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

YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------
1996 1995 1994 1993 1992
------- ------ ----- ----- -----
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year..................... $11.877 9.604 9.573 9.196 8.803
------- ------ ----- ----- -----

Income from investment operations:
Net investment income........................... .047 .049 .053 .086 .109
Net gains or losses on securities
(both realized and unrealized) ................ 1.915 2.224 (.022) .291 .284
------- ------ ----- ----- -----

Total from investment operations............... 1.962 2.273 .031 .377 .393
------- ------ ----- ----- -----

Unit value, end of year........................... $13.839 11.877 9.604 9.573 9.196
------- ------ ----- ----- -----
------- ------ ----- ----- -----

</TABLE>

<PAGE>

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS - CONTINUED

BOND

YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1996 1995 1994 1993 1992
------ ----- ----- ----- -----
<S> <C> <C> <C> <C>
Unit value, beginning of year................. $1.567 1.316 1.386 1.264 1.191
------ ----- ----- ----- -----

Income (loss) from investment operations:
Net investment income....................... .072 .044 .051 .030 .035
Net gains or losses on securities
(both realized and unrealized)............. (.035) .207 (.121) .092 .038
------ ----- ----- ----- -----

Total from investment operations........... .037 .251 (.070) .122 .073
------ ----- ----- ----- -----

Unit value, end of year....................... $1.604 1.567 1.316 1.386 1.264
------ ----- ----- ----- -----
------ ----- ----- ----- -----

</TABLE>

<PAGE>

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS - CONTINUED

MONEY MARKET

YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1996 1995 1994 1993 1992
------ ----- ----- ----- -----
<S> <C> <C> <C> <C>
Unit value, beginning of year................ $1.186 1.131 1.097 1.074 1.047
------ ----- ----- ----- -----

Income from investment operations:

Net investment income...................... .052 .055 .034 .023 .027
------ ----- ----- ----- -----

Total from investment operations.......... .052 .055 .034 .023 .027
------ ----- ----- ----- -----

Unit value, end of year ..................... $1.238 1.186 1.131 1.097 1.074
------ ----- ----- ----- -----
------ ----- ----- ----- -----

</TABLE>

<PAGE>

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS - CONTINUED

ASSET ALLOCATION

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1996 1995 1994 1993 1992
------ ----- ----- ----- -----
<S> <C> <C> <C> <C>
Unit value, beginning of year.............. $1.831 1.473 1.502 1.419 1.330
------ ----- ----- ----- -----

Income (loss) from investment operations:

Net investment income.................... .051 .039 .024 .019 .020
Net gains or losses on securities
(both realized and unrealized).......... .166 .319 (.053) .064 .069
------ ----- ----- ----- -----

Total from investment operations........ .217 .358 (.029) .083 .089
------ ----- ----- ----- -----

Unit value, end of year.................... $2.048 1.831 1.473 1.502 1.419
------ ----- ----- ----- -----
------ ----- ----- ----- -----

</TABLE>

<PAGE>

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS - CONTINUED

MORTGAGE SECURITIES

YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1996 1995 1994 1993 1992
------ ----- ----- ----- -----
<S> <C> <C> <C> <C>
Unit value, beginning of year ................ $1.473 1.255 1.307 1.203 1.137
------ ----- ----- ----- -----

Income (loss) from investment operations:

Net investment income ...................... .063 .106 .055 .044 .008
Net gains or losses on securities
(both realized and unrealized)............ .006 .112 (.107) .060 .058
------ ----- ----- ----- -----

Total from investment operations........... .069 .218 (.052) .104 .066
------ ----- ----- ----- -----

Unit value, end of year....................... $1.542 1.473 1.255 1.307 1.203
------ ----- ----- ----- -----
------ ----- ----- ----- -----

</TABLE>

<PAGE>

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS - CONTINUED

INDEX 500

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1996 1995 1994 1993 1992
------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year............... $2.148 1.580 1.572 1.442 1.352
------ ----- ----- ----- -----

Income from investment operations:

Net investment income .................... .017 .019 .014 .010 .011
Net gains or losses on securities
(both realized and unrealized).......... .431 .549 (.006) .120 .079
------ ----- ----- ----- -----

Total from investment operations......... .448 .568 .008 .130 .090
------ ----- ----- ----- -----

Unit value, end of year..................... $2.596 2.148 1.580 1.572 1.442
------ ----- ----- ----- -----
------ ----- ----- ----- -----

</TABLE>

<PAGE>

MINNESOTA MUTUAL VARIABLE FUND D

(7) FINANCIAL HIGHLIGHTS - CONTINUED

SMALL COMPANY

PERIOD FROM
YEAR ENDED DECEMBER 31, MAY 3, 1993*
------------------------------------ TO DECEMBER
1996 1995 1994 31, 1993
------ ----- ----- --------
<S> <C> <C> <C> <C>
Unit value, beginning of period............ $1.535 1.169 1.107 1.000
------ ----- ----- --------

Income from investment operations:

Net investment loss...................... (.006) (.005) (.004) (.002)
Net gains on securities (both
realized and unrealized)............... .095 .371 .066 .109
------ ----- ----- --------

Total from investment operations........ .089 .366 .062 .107
------ ----- ----- --------

Unit value, end of period.................. $1.624 1.535 1.169 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

A-1
<PAGE>

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.

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.

A-2

<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 Flexible Payment Deferred Variable
Annuity Contract, form number 83-9053 Rev. 5-84.

(b) The specimen copy of the Single Payment Deferred Variable
Annuity Contact, form number 83-9054 Rev. 5-84.

(d) The specimen copy of the IRA Agreement, form number 83-9058
Rev. 3-1997.

(e) The specimen copy of the Tax-Sheltered Annuity Amendment, form
number 88-9213.

(f) Endorsement 90-9243, to be used with Flexible Payment Deferred
Variable Annuity Contract, form 83-9053 Rev. 5-84 and Single
Payment Deferred Variable Annuity Contract, form 83-9054 Rev.
5-84.

5. Application, form number 83-9056 Rev. 3-87.

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 14, File Number 2-89208 is hereby incorporated
by reference.

<PAGE>

11. Not applicable.

12. Not applicable.

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

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Insurance Company with Registrant
- ------------------ ---------------------- ---------------------
<S> <C> <C>

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

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

</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
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
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
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
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
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

</TABLE>

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.

<PAGE>

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)

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:

<PAGE>

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 for this
Registration Statement were as follows:

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

Variable Annuity Contracts 450

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
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.

The Bylaws of The Minnesota Mutual Life Insurance Company expressly reaffirm
the Company's intention to extend the statutory indemnification with respect
to officers and directors who serve on outside activities such as the
Variable Fund Committee. The Company has extended this same protection to
outside members of the Variable Fund Committee, a power specifically granted
to domestic life insurance companies by the statutory provision.

<PAGE>

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
the MIMLIC Cash Fund, Inc.) and for four additional separate accounts
of The Minnesota Mutual Life Insurance Company, all of which offer
annual 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 and Director
St. Paul, Minnesota 55101

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

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

Amounts paid by Minnesota Mutual for payment to the underwriter for 1996
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 2-89208, Post-Effective Amendment Number 3, is hereby
incorporated by reference.

(b) The Undertaking made as Item 37(c) to Registrant's Form N-3, File
Number 2-89208, Post-Effective Amendment Number 3, is hereby
incorporated by reference.

(c) The undertaking made as Item 37(d) to Registrant's Form N-3, File
Number 2-89208, Post-Effective Amendment Number 3, 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. 2-89208, the fees and charges
deducted under the contract, in the aggregate, are reasonable
in relation to the service 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 Registration Statement and has duly caused
this Post-Effective Amendment to its 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
Post-Effective Amendment to its 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)

*By:
- ------------------------- Attorney-in-Fact April 23, 1997
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 Flexible Payment Deferred Variable
Annuity Contract, form number 83-9053 Rev. 5-84

(b) The specimen copy of the Single Payment Deferred Variable
Annuity Contact, form number 83-9054 Rev. 5-84

(d) The specimen copy of the IRA Agreement, form number 83-9058
Rev. 3-1997

(e) The specimen copy of the Tax-Sheltered Annuity Amendment, form
number 88-9213

(f) Endorsement 90-9243, to be used with Flexible Payment Deferred
Variable Annuity Contract, form 83-9053 Rev. 5-84 and Single
Payment Deferred Variable Annuity Contract, form 83-9054 Rev.
5-84

5. Application, form number 83-9056 Rev. 3-87

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.

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>
READ YOUR CONTRACT CAREFULLY
THIS IS A LEGAL CONTRACT

We promise to pay, subject to the provisions of this contract, the benefits
described by this contract.

We make this promise and issue this contract in consideration of the application
for this contract and the payment of the purchase payments.

The owner and the beneficiary are as named in the application unless they are
changed as provided for in this contract.

You are a member of the Minnesota Mutual Life Insurance Company. Our annual
meetings are held at our home office on the first Tuesday in March of each year
at three o'clock in the afternoon.

Signed for the Minnesota Mutual Life Insurance Company at St. Paul, Minnesota,
on the contract date.

/s/ Coleman Bloomfield
PRESIDENT

/s/ Robert J. Hasling
SECRETARY

REGISTRAR

NOTICE OF YOUR RIGHT TO EXAMINE THIS CONTRACT FOR 10 DAYS.

It is important to us that you are satisfied with this contract. If you are not
satisfied, you may return the contract to us or to your agent within 10 days of
its receipt. If you exercise this right, you will receive the greater of (a)
the Accumulation Value of this contract or (b) the amount of purchase payments
paid under this contract. We will pay this refund within 7 days after we
receive your notice of cancellation.

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

- --------------------------------------------------------------------------------
The Minnesota Mutual Life Insurance Company
400 North Robert Street, St. Paul, Minnesota 55101-2098

MINNESOTA MUTUAL LIFE
Flexible Payment Deferred Variable Annuity Contract

83-9053 Rev. 5-84 Minnesota Mutual Life 1

<PAGE>

CONTRACT INDEX

Alphabetical Index to the Provisions of Your Contract PAGE

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . 8

Allocation of Purchase Payments. . . . . . . . . . . . . . . . . . . . . 3

Amount Payable at Death. . . . . . . . . . . . . . . . . . . . . . . . . 8

Annuity Payment Options. . . . . . . . . . . . . . . . . . . . . . . . . 6

Annuity Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Contract Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Misstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Purchase Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Transfer Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Valuation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Withdrawal and Surrender . . . . . . . . . . . . . . . . . . . . . . . . 5

83-9053 Rev. 5-84 Minnesota Mutual Life 2

<PAGE>

YOUR CONTRACT INFORMATION
- --------------------------------------------------------------------------------

Annuitant:

Date of Birth:

Owner:

Jurisdiction:

Contract Number:

Contract Date:

Annuity Commencement Date:

Anticipated Annual Purchase Payment:

FLEXIBLE PAYMENT DEFERRED
VARIABLE ANNUITY CONTRACT

FIXED OR VARIABLE
ANNUITY BENEFITS

A PARTICIPATING CONTRACT

83-9053 Rev. 5-84 Minnesota Mutual Life 3

<PAGE>

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

When we use the following words, this is what we mean:

THE ANNUITANT
The person named on page 1 who may receive lifetime benefits under the contract.

YOU, YOUR
The owner of the contract. The owner may be the annuitant or someone else. The
owner shall be that person named in the application. The owner may not be
changed.

WE, OUR, US
The Minnesota Mutual Life Insurance Company.

CONTRACT DATE
the effective date of this contract. It is also the date from which we
determine contract anniversaries and contract years.

CONTRACT ANNIVERSARY
The same day and month as the contract date for each succeeding year of this
contract.

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

VALUATION DATE
Each day that the New York Stock Exchange is open for trading. Valuation is as
of the close of business of that Exchange.

VALUATION PERIOD
The period between successive valuation dates.

ACCUMULATION VALUE
The sum of your values under this contract in the general account and/or the
separate account. In the general account, we call this the general account
accumulation value. In the separate account, we call this the separate account
accumulation value.

GENERAL ACCOUNT
All our assets other than those in Variable Fund D or in other separate accounts
established by us.

SEPARATE ACCOUNT
Our assets in the separate investment account titled "Minnesota Mutual Variable
Fund D." This separate account was established by us for this class of contract
under Minnesota law.

83-9053 Rev. 5-84 Minnesota Mutual Life 4

<PAGE>

1940 ACT
The Investment Company Act of 1940, as amended, or any similar successor federal
legislation.

WRITTEN REQUEST
A request in writing signed by you. In some cases, we may provide a form for
your use. We also may require that this contract be sent in with your written
request.

PURCHASE PAYMENTS
Amounts paid to us as consideration for the benefits provided by this contract.

ANNUITY PAYMENTS
Payments made at regular intervals to the annuitant or any other payee. Annuity
payments will be due and payable only on the first day of a calendar month.

FIXED ANNUITY
Annuity payments of equal amounts during the payment period.

VARIABLE ANNUITY
Annuity payments which increase or decrease in amount to reflect the investment
experience of the separate account.

AGE
The age of a person at nearest birthday.

GENERAL INFORMATION
- --------------------------------------------------------------------------------

WHAT IS YOUR AGREEMENT WITH US?

This contract and the copy of the application attached to it contain the entire
contract between you and us. Any statements made in the application either by
you or the annuitant will, in the absence of fraud, be considered
representations and not warranties. Also, any statement made either by you or
the annuitant will not be used to avoid this contract or defend against a claim
under this contract unless the statement is contained in the application.

No change or waiver of any of the provisions of this contract will be valid
unless made in writing by us and signed by our president, a vice president, our
secretary or an assistant secretary. No agent or other person has the authority
to change or waive any provisions of this contract.

Any additional agreement attached to this contract will become a part of this
contract and will be subject to all the terms and conditions of this contract
unless we state otherwise in the agreement.

83-9053 Rev. 5-84 Minnesota Mutual Life 5

<PAGE>

you, unless this contract provides otherwise, on the basis that you have full
ownership and control of this contract.

HOW WILL YOU KNOW THE VALUE OF YOUR CONTRACT?
Each year we will send you a report. This report will summarize the year's
transactions and will show the current accumulation value and surrender value of
this contract. It will also show the current separate account accumulation unit
value. The report will be as of a date within two months of its mailing.

PURCHASE PAYMENTS
- --------------------------------------------------------------------------------

WHERE DO YOU MAKE PURCHASE PAYMENTS?
All purchase payments must be made at our home office. Our home office is at
400 North Robert Street, St. Paul, Minnesota 55101-2098.

When we receive a purchase payment from you at our home office, we will send you
a confirmation.

WHEN DO YOU MAKE PURCHASE PAYMENTS?
You may choose when to make purchase payments. Each purchase payment must be at
least $25.00 in amount.

ARE THERE OTHER METHODS OF MAKING PURCHASE PAYMENTS?
Yes it may be possible for you to arrange with your employer to make your
purchase payments by payroll deduction. Or, under some plans, your employer may
make purchase payments on your behalf. Also, your bank or other financial
institution may consent to have your purchase payments automatically withdrawn
from your account and paid directly to us.

WHAT DEDUCTIONS ARE MADE FROM PURCHASE PAYMENTS?
There are usually no deductions made from the purchase payments. However, we do
reserve the right to make a deduction from purchase payments for state premium
taxes, where applicable.

HOW ARE PURCHASE PAYMENTS ALLOCATED?
They are allocated either to the general account or to the separate account, as
directed by you. Initially, you indicate your allocation in the application.
Later, you may change your allocation for future purchase payments by giving us
written notice. If we receive a purchase payment without allocation
instructions, we will allocate it to the general account.

MAY YOU STOP MAKING PURCHASE PAYMENTS?
Yes. You may stop making purchase payments at any time. If you stop making
purchase payments, the contract remains in force as a paid-up annuity according
to its terms. Its value may be applied to provide annuity payments at a later
date. You may make purchase payments again at any time before annuity payments
start unless the contract has been surrendered.

83-9053 Rev. 5-84 Minnesota Mutual Life 6

<PAGE>

CONTRACT CHARGES
- --------------------------------------------------------------------------------

WHAT CHARGES MAY BE MADE UNDER THIS CONTRACT?
An administrative charge and a deferred sales charge may be made under this
contract. Also, there are certain charges which are made directly to the
separate account.

WHAT IS THE ADMINISTRATIVE CHARGE?
The administrative charge is an annual charge deducted from the accumulation
value. This deduction will be made as of the contract anniversary and on the
surrender of the contract. The charge shall not exceed $30.00 or, if less, 2%
of the accumulation value. We may deduct the charge from the general account
accumulation value, the separate account accumulation value or partially from
each.

WHAT IS THE DEFERRED SALES CHARGE?
The deferred sales charge is the charge made on contract withdrawals or
surrenders during the first ten contract years. The amount withdrawn plus any
deferred sales charge is deducted from the accumulation value.

WHAT IS THE AMOUNT OF THE DEFERRED SALES CHARGE?
The charge is indicated in the table shown below. These percentages decrease
uniformly by .075% for each of the first 120 months from the contract date. Any
amounts withdrawn from the contract may also be reduced by any applicable state
premium taxes not previously deducted from purchase payments.

END OF
CONTRACT YEAR CHARGE
------------- ------

(Contract Date) 9.0%
1 8.1
2 7.2
3 6.3
4 5.4
5 4.5
6 3.6
7 2.7
8 1.8
9 0.9
10 -0-

In no event will the amount of deferred sales charge exceed 9% of the total
purchase payments made under this contract.

WHAT CHARGES ARE ASSOCIATED WITH THE SEPARATE ACCOUNT?

83-9053 Rev. 5-84 Minnesota Mutual Life 7

<PAGE>

There are three charges associated with the separate account. These are the
expense risk charge, the mortality risk premium charge and the investment
management fee. All of these charges are deducted on each valuation date from
the separate account. On an annual basis, they total 1.06% of the net asset
value of the separate account.

WHAT IS THE MORTALITY RISK PREMIUM CHARGE?
This is a premium charge to compensate us for the mortality guarantees we make
under the contract. On an annual basis, it equals .1325% of the net asset value
of the separate account.

WHAT IS THE EXPENSE RISK CHARGE?
This is a charge to compensate us for guaranteeing that the contract
administrative charge will not increase and that the deductions provided in this
contract will be sufficient to cover our actual expenses. On an annual basis it
equals .6625% of the net asset value of the separate account.

WHAT IS THE INVESTMENT MANAGEMENT FEE?
This fee is to compensate us for providing investment management services. On
an annual basis it equals .265% of the net asset value of the separate account.

VALUATION
- --------------------------------------------------------------------------------

HOW IS YOUR ACCUMULATION VALUE DETERMINED?
It is determined separately for your accumulation value in the general account
and the separate account.

For the general account, it is the sum of all purchase payments allocated to the
general account plus interest, dividends and transfers into the general account,
less deductions for the annual administrative charge, for any transfers out of
the general account and for any previous withdrawals.

For the separate account, it is your accumulation units multiplied by the
accumulation unit value.

WHAT IS AN ACCUMULATION UNIT AND HOW IS ITS VALUE DETERMINED?
An accumulation unit is a measure of your interest in the separate account. The
number of accumulation units credited to you with each purchase payment is
determined by dividing that purchase payment by the then current accumulation
unit value. This determination is made as of the valuation date coincident with
or next following the date on which we receive your purchase payment. Once
determined, the number of accumulation units will not be affected by changes in
the accumulation unit value. However, the total number of accumulation units
under this contract will be affected by future contract transactions. The
number of units will be increased by subsequent purchase payments and decreased
by deductions for the administrative charge and for transfers or withdrawals
from the separate account.

The accumulation unit value will increase or decrease on each valuation date.
The amount of any increase or decrease will depend on the net investment
experience of the separate account. For

83-9053 Rev. 5-84 Minnesota Mutual Life 8

<PAGE>

any valuation date, its value is equal to its value on the preceding valuation
date multiplied by the net investment factor for the current valuation period.

WHAT IS THE NET INVESTMENT FACTOR FOR THE SEPARATE ACCOUNT?
The net investment factor is: the sum of 1.000000, plus the gross investment
rate for the current valuation period, less a deduction for the charges
associated with the separate account at a rate of 1.06% per annum.

The gross investment rate is equal to: (1) investment income plus capital gains
and minus capital losses for the valuation period, realized or unrealized, less
a deduction for any applicable income taxes arising from such income and capital
gains; divided by (2), the net asset value of the separate account assets at the
beginning of the valuation period. The gross investment rate may be positive or
negative.

WHAT IS THE CONTRACT INTEREST CREDITING RATE FOR THE GENERAL ACCOUNT?
The interest crediting rate on the general account accumulation value of this
contract shall be at least 4% per year, compounded annually. We guarantee this
rate for the life of this contract and until an annuity begins.

MAY ADDITIONAL INTEREST BE CREDITED?
Yes. As conditions permit, we will credit additional amounts of interest to the
general account accumulation value of this contract.

DIVIDENDS
- --------------------------------------------------------------------------------

WILL THIS CONTRACT RECEIVE DIVIDENDS?
Each year we determine if this contract will share in our divisible surplus. We
call your share a dividend.

HOW WILL DIVIDENDS BE APPLIED?
Dividends, if received, may be added to the accumulation value or applied to
increase annuity payments or, if you so elect, they may be paid in cash.

TRANSFER PROVISIONS
- --------------------------------------------------------------------------------

WHAT IS A TRANSFER?
A transfer is a reallocation of funds under this contract between the general
account and the separate account.

MAY YOU MAKE TRANSFERS OF AMOUNTS UNDER THE CONTRACT?
Yes, these transfers may be made on your written request. We will make the
transfer on the basis of accumulation values on the valuation date coincident
with or next following the day we receive the request at our home office.

83-9053 Rev. 5-84 Minnesota Mutual Life 9

<PAGE>

DOES A DOLLAR AMOUNT LIMIT APPLY TO TRANSFERS?
Yes. In every case, the amount to be transferred must be $250 or more.

DO ANY OTHER RESTRICTIONS APPLY?
We reserve the right to limit the amount and frequency of transfers from the
general account to the separate account. Transfers from the separate account to
the general account may be made at any time subject to the dollar amount
limitation.

MAY TRANSFERS TAKE PLACE ONCE AN ANNUITY BEGINS?
No.

WITHDRAWAL AND SURRENDER
- --------------------------------------------------------------------------------
MAY YOU WITHDRAW FUNDS FROM THIS CONTRACT?
Yes. At any time before annuity payments begin, you may request a partial
withdrawal from the accumulation value. You must make a written request for any
withdrawal, and it must be for at least $250. In the event of a cash
withdrawal, the accumulation value will be reduced by the amount requested and
by the deferred sales charge, if any.

Unless instructed otherwise by you, withdrawals will be made first from the
general account accumulation value and then from the separate account
accumulation value.

HOW IS THE WITHDRAWAL VALUE DETERMINED?
The withdrawal value is determined with reference to the table of deferred sales
charges shown in this contract. The withdrawal value is the accumulation value
minus the deferred sales load. However, if withdrawals in a calendar year are
equal to or less than 10% of the accumulation value at the end of the previous
calendar year, the charges will not apply. If withdrawals in a calendar year
exceed 10%, the deferred sales charges will apply to the amount of the excess.

MAY YOU SURRENDER THE CONTRACT?
Yes. At any time before annuity payments begin, you may surrender this contract
for its surrender value. The surrender value will be determined as of the
valuation date coincident with or next following the date your written request
is received at our home office.

HOW IS THE SURRENDER VALUE DETERMINED?
The surrender value of the separate account portion of this contract shall be
its withdrawal value.
The surrender value of the general account portion of this contract shall be the
greater of:
a) its withdrawal value, or
b) your total general account purchase payments, less any applicable state
annuity premium taxes and less any amounts previously withdrawn or transferred
to the separate account.
HOW WILL WITHDRAWAL OR SURRENDER BENEFITS BE PAID?
We will pay these benefits in a single sum. However, if this contract is
surrendered you may elect one of the annuity payment options.

83-9053 Rev. 5-84 Minnesota Mutual Life 10

<PAGE>

ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

WHEN DO ANNUITY PAYMENTS BEGIN?
You must notify us in writing that annuity payments are to be made to the
annuitant, when these payments are to begin, and what annuity payment option has
been selected. We must receive this notice at least 30 days in advance of the
date annuity payments are to begin. This contract permits annuity payments to
begin on the first day of any month after the 50th birthday and before the 75th
birthday of the annuitant. However, the beginning date for annuity payments
must be consistent with any restrictions applicable to the plan under which this
contract may have been purchased.

WHAT VALUE IS AVAILABLE TO BE APPLIED TO PROVIDE ANNUITY PAYMENTS?
As of the date annuity payments are to begin, we will apply either the
accumulation value or the surrender value.

The accumulation value will be applied to provide annuity payments, subject to
these conditions:
1) this contract must have been in force for at least five years from its
contract date; and
2) the annuity payment option selected must provide for payments expected to
continue for a period of at least five years.

If these conditions are not met, the surrender value, instead of the
accumulation value, will be applied to provide the annuity payment form
selected.

WHAT TYPES OF ANNUITIES ARE AVAILABLE?
Under this contract, both fixed and variable annuities are available.

ARE THERE RESTRICTIONS ON ANNUITY PAYMENTS?
We require that the first monthly fixed or variable annuity payment must be at
least $20 unless our payment of a smaller minimum amount is required by law. If
the first monthly fixed or variable annuity payment would be less than that
amount, we reserve the right to pay you the surrender value in a lump sum in
lieu of all other rights under this contract.

WHAT INFORMATION MAY WE NEED?
We reserve the right to require proof satisfactory to us of the age of the
annuitant and of any joint annuitant before payments begin.

We may also require proof that a person is alive before making any annuity
payment which is based on the survival of that person.

IF YOU MAKE NO ELECTION, WHEN DO ANNUITY PAYMENTS BEGIN?
If you do not elect another date, annuity payments will begin on the first day
of the month immediately following the 65th birthday of the annuitant.

IF YOU FAIL TO ELECT AN ANNUITY PAYMENT OPTION, HOW WILL ANNUITY PAYMENTS BE
MADE?

83-9053 Rev. 5-84 Minnesota Mutual Life 11

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If you do not notify us as to the annuity payment option, we will make monthly
annuity payments on the basis of 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
separate account accumulation value.

MUST AN ANNUITY PAYMENT OPTION BE ELECTED?
No. You may elect a lump sum payment instead. If you do so, you and the
annuitant shall have no further rights under this contract.

ANNUITY PAYMENT OPTIONS
- --------------------------------------------------------------------------------

WHAT ANNUITY PAYMENT OPTIONS ARE AVAILABLE?
The following annuity payment options are available:

Option 1 - Life Annuity-annuity payments payable monthly for the lifetime of
the annuitant, ending with the last payment due prior to the annuitant's
death.

Option 2 - Life Annuity with a Period Certain --annuity payments payable
monthly for the lifetime of the annuitant; provided, if the annuitant dies
before payments have been made for the entire period certain, those remaining
certain payments will be made to the beneficiary.

The period certain may be for 120 months (Option 2A); for 180 months
(Option 2B) ; or for 240 months (Option 2C).

Option 3 - Joint and Last Survivor Annuity-- annuity payments payable monthly
for the joint lifetimes of the annuitant and a designated joint annuitant;
ending with the last payment due prior to the survivor's death.

Option 4 - Fixed Period Annuity -- annuity payments payable monthly for a
fixed period of from three to fifteen years. If the annuitant dies before
all payments for the fixed period are received, payments will continue for
the remainder of the fixed period to the beneficiary.

ARE OTHER ANNUITY PAYMENT OPTIONS AVAILABLE?
Yes. Other options may be available as agreed upon between you and us.

MAY THE BENEFICIARY RECEIVE A LUMP SUM PAYMENT INSTEAD OF THE REMAINING ANNUITY
PAYMENT?
Yes. The beneficiary may elect to have the present value of the remaining
payments paid in a lump sum. This right exists under Options 2 and 4.

The lump sum payment will be the commuted value of the remaining payments, based
on the then current dollar amount of one payment and using the same interest
rate which served as a basis for the annuity.

83-9053 Rev. 5-84 Minnesota Mutual Life 12

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HOW IS THE AMOUNT OF A VARIABLE ANNUITY PAYMENT DETERMINED?
The dollar amount of the first monthly variable annuity payment is determined by
applying the available value (after deduction of any premium taxes not
previously deducted) to the table below using the adjusted age of the annuitant
and any joint annuitant. A number of annuity units is then determined by
dividing this dollar amount by the then current annuity unit value. Thereafter,
the number of annuity units remains unchanged during the period of annuity
payments.

The dollar amount of the second and later variable annuity payments is equal to
the number of annuity units times the annuity unit value as of the due date of
the payment. This amount may increase or decrease from month to month.

The value of an annuity unit is determined each month as of the first day of the
month. The value is equal to the annuity unit value as of the first day of the
preceding month times the product of (a) .997137, and (b) a separate account
investment factor. This investment factor is the accumulation unit value on the
valuation date next following the fourteenth day of the preceding month divided
by the accumulation unit value on the valuation date next following the
fourteenth day of the second preceding month. For any date other than the first
of a month, the annuity unit value is that on the first day of the next month.

HOW IS THE AMOUNT OF A FIXED ANNUITY PAYMENT DETERMINED?
The tables shown below are used to determine the amount of guaranteed monthly
fixed annuity payments. They show the dollar amount of each payment that can be
provided with each $1,000 of available value, after the deduction of any
applicable premium taxes not previously deducted. Amounts shown here are based
on the Progressive Annuity Table with interest at the rate of 3.5% per annum,
assuming births in the year 1900 and with an age setback of six years. The
amount of each payment depends upon the adjusted age of the annuitant and any
joint annuitant. The adjusted age is determined from the actual age nearest
birthday at the time 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

83-9053 Rev. 5-84 Minnesota Mutual Life 13

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

Adjusted Age
of Annuitant Single Life Annuities
- -------------------------------------------------------------------------

Option 1 Option 2A Option 2B Option 2C
-------- --------- --------- ---------
50 $4.28 $4.26 $4.22 $4.18
51 4.34 4.32 4.28 4.23
52 4.42 4.39 4.35 4.28
53 4.49 4.46 4.41 4.34
54 4.57 4.53 4.48 4.40
55 4.65 4.61 4.55 4.46
56 4.74 4.69 4.62 4.52
57 4.84 4.78 4.70 4.58
58 4.94 4.87 4.78 4.65
59 5.04 4.97 4.87 4.71
60 5.16 5.07 4.95 4.78
61 5.28 5.18 5.04 4.85
62 5.40 5.29 5.13 4.91
63 5.54 5.41 5.23 4.98
64 5.69 5.53 5.33 5.05
65 5.84 5.66 5.43 5.11
66 6.01 5.79 5.53 5.18
67 6.18 5.94 5.63 5.24
68 6.37 6.08 5.74 5.30
69 6.57 6.24 5.84 5.36
70 6.79 6.40 5.95 5.41
71 7.02 6.57 6.05 5.46
72 7.27 6.74 6.15 5.51
73 7.54 6.91 6.26 5.55
74 7.83 7.10 6.35 5.59
75 8.14 7.28 6.45 5.62

OPTION 3--JOINT AND LAST SURVIVOR LIFE ANNUITY

Adjusted Age of
Joint Annuitant* Adjusted Age of Annuitant*
- ---------------------------------------------------------------------------

55 60 62 65 67 70 75
----- ----- ----- ----- ----- ----- -----
54 $4.08 $4.21 $4.26 $4.32 $4.36 $4.41 $4.47
59 4.23 4.42 4.49 4.59 4.65 4.74 4.85
61 4.28 4.50 4.58 4.70 4.78 4.88 5.02
64 4.35 4.61 4.71 4.87 4.97 5.10 5.30
66 4.40 4.68 4.80 4.98 5.09 5.26 5.50
69 4.45 4.78 4.92 5.13 5.28 5.49 5.82
74 4.53 4.91 5.08 5.36 5.56 5.86 6.37

*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 us.

83-9053 Rev. 5-84 Minnesota Mutual Life 14

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OPTION 4 - FIXED PERIOD ANNUITY

Fixed Period Dollar Amount Fixed Period Dollar Amount
(Years) of Payment (Years) of Payment
------------ ------------- ------------ -------------

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

WILL THESE TABLES ALWAYS BE USED FOR ANNUITY PURCHASES?
Not necessarily. If, when annuity payments are elected, we are using tables of
annuity purchase rates for this class of contract which would result in larger
annuity payments, we will use those table instead.

AMOUNT PAYABLE AT DEATH
- --------------------------------------------------------------------------------

WHAT AMOUNT IS PAYABLE AT DEATH?
If the annuitant dies before annuity payments have started, we will pay the
accumulation value. The accumulation value will be determined as of the
valuation date coincident with or next following the day we receive due proof
of death at our home office. If the annuitant dies after annuity payments
have started, we will pay whatever amount may be called for by the terms of
the annuity payment option selected.

TO WHOM WILL WE PAY THOSE BENEFITS?
When we receive proof satisfactory to us of the annuitant's death, we will
pay the amount payable at death under this contract to the beneficiary or
beneficiaries. The beneficiary will be the person or persons so named in the
application for this contract unless you subsequently change the beneficiary.
In that event, we will pay the amount payable at death to the beneficiary
named in your last change of beneficiary request as provided in this contract.

HOW WILL THE AMOUNT PAYABLE AT DEATH BE PAID?
We will pay that amount in a single sum unless another form of settlement has
been requested and agreed to by us. All payments by us are payable at our
home office. Proof of any claim under this contract must be submitted in
writing to us at our home office.

83-9053 Rev. 5-84 Minnesota Mutual Life 15

<PAGE>

WHAT HAPPENS IF ONE OR ALL OF THE BENEFICIARIES DIE BEFORE THE ANNUITANT?
If a beneficiary dies before the annuitant, that beneficiary's interest in
this contract ends with that beneficiary's death. Only those beneficiaries
who survive the annuitant will be eligible to share in the amount payable at
death. If no beneficiary survives the annuitant we will pay the accumulation
value of this contract to the executors or administrators of the annuitant's
estate.

CAN YOU CHANGE THE BENEFICIARY?
Yes. You can file a written request with us to change the beneficiary.

Your written request will not be effective until it is recorded in our home
office records. After it has been recorded, it will take effect as of the
date you signed the request. However, if the annuitant 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.

ADDITIONAL INFORMATION
- -------------------------------------------------------------------------------

CAN YOU ASSIGN THIS CONTRACT?
No. This contract may not be assigned, nor may it be sold, transferred or
used as security for a loan.

ARE THE CONTRACT BENEFITS PROTECTED?
To the extent permitted by law, no benefit provided by this contract will be
subject to any creditor's claim or process of law.

HOW WILL BENEFITS BE DETERMINED?
Any paid-up benefit, withdrawal benefit, surrender benefit, or any other
benefit described by this contract shall be calculated as of the date the
provisions of the contract are exercised.

WHAT IF A PERSON'S AGE IS MISSTATED?
If a person's age has been misstated, the amount payable under this contract
as an annuity will be that amount which would have been paid based upon that
person's correct age. In the case of an overpayment, we may either deduct
the required amount from that person's payments under this contract; or, we
may require you to pay us in cash; or we may do both until we are fully
repaid. In the case of an underpayment, we will pay the required amount with
the next payment.

WHAT INFORMATION MUST YOU PROVIDE?
You must provide any other information we need to administer this contract.
If you cannot do so, we may ask the person concerned for that information.
We shall not be liable for any payment based upon information given to us in
error or not given to us.

DO CONTRACT VALUES COMPLY WITH STATE REQUIREMENTS?

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<PAGE>

Yes. Amounts payable at death, withdrawal and surrender benefits,
accumulation values and the paid-up annuity benefit described by this
contract are not less than the minimum benefit required by any statute of the
state in which this contract is delivered.

WHAT ANNUITY RESERVES WILL WE HOLD UNDER THIS CONTRACT?
Reserves held by us for annuity payments under this contract shall not be
less than those reserves required by the law in the state in which this
contract is delivered.

HOW DOES THIS CONTRACT RELATE TO THE OWNERSHIP OF THE SEPARATE ACCOUNT?
We have exclusive and absolute ownership of the assets of both our general
account and the separate account.

WHEN WILL LUMP SUM PAYMENTS BE MADE?
Usually, we will make payment within seven days after payment is called for
by the terms of the contract. However, in the case of payments from the
general account, we reserve the right to defer payment of withdrawal or
surrender benefits for up to six months. And in the case of payments from
the separate account, we reserve the right to defer payment for such period
as may be allowed under the 1940 Act.

DO YOU HAVE ADDITIONAL VOTING RIGHTS?
Yes. You can vote at the meeting of contract owners of the separate account
if you have separate account accumulation or annuity units under this
contract. The votes held by this contract at any meeting are determined by
the rules and regulations of the separate account.

FLEXIBLE PAYMENT MINNESOTA MUTUAL LIFE
DEFERRED VARIABLE ANNUITY CONTRACT

Fixed or Variable
Annuity Benefits
A Participating Contract

83-9053 Rev. 5-84 Minnesota Mutual Life 17

<PAGE>

READ YOUR CONTRACT CAREFULLY
THIS IS A LEGAL CONTRACT

We promise to pay, subject to the provisions of this contract, the benefits
described by this contract.

We make this promise and issue this contract in consideration of the
application for this contract and the payment of the purchase payment.

The owner and the beneficiary are as named in the application unless they are
changed as provided for in this contract.

You are a member of the Minnesota Mutual Life Insurance Company. Our annual
meetings are held at our home office on the first Tuesday in March of each
year at three o'clock in the afternoon.

Signed for the Minnesota Mutual Life Insurance Company at St. Paul,
Minnesota, on the contract date.

/s/ Coleman Bloomfield
PRESIDENT

/s/ Robert J. Hasling
SECRETARY

REGISTRAR

NOTICE OF YOUR RIGHT TO EXAMINE THIS CONTRACT FOR 10 DAYS.

It is important to us that you are satisfied with this contract. If you are
not satisfied, you may return the contract to us or to your agent within
10 days of its receipt. If you exercise this right, you will receive the
greater of (a) the Accumulation Value of this contract or (b) the amount of
purchase payments paid under this contract. We will pay this refund within
7 days after we receive your notice of cancellation.

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO FIXED DOLLAR AMOUNT
- -------------------------------------------------------------------------------
The Minnesota Mutual Life Insurance Company
400 North Robert Street, St. Paul, Minnesota 55101-2098

MINNESOTA MUTUAL LIFE
Single Payment Deferred Variable Annuity Contract

83-9054 Rev. 5-84 Minnesota Mutual Life 1
<PAGE>

CONTRACT INDEX

Alphabetical Index to the Provisions of Your Contract PAGE

Additional Information ................................................... 8

Allocation of Purchase Payments........................................... 3

Amount Payable at Death................................................... 8

Annuity Payment Options................................................... 6

Annuity Provisions........................................................ 5

Assignment................................................................ 8

Beneficiary............................................................... 8

Contract Charges.......................................................... 3

Definitions............................................................... 2

Dividends................................................................. 4

General Information....................................................... 2

Misstatement.............................................................. 8

Purchase Payment.......................................................... 3

Transfer Provisions....................................................... 4

Valuation................................................................. 4

Withdrawal and Surrender.................................................. 5

83-9054 Rev. 5-84 Minnesota Mutual Life 2
<PAGE>

YOUR CONTRACT INFORMATION
- -------------------------------------------------------------------------------

Annuitant:

Date of Birth:

Owner:

Jurisdiction:

Contract Number:

Contract Date:

Annuity Commencement Date:

Anticipated Purchase Payment:

SINGLE PAYMENT DEFERRED
VARIABLE ANNUITY CONTRACT

FIXED OR VARIABLE
ANNUITY BENEFITS

A PARTICIPATING CONTRACT

83-9054 Rev. 5-84 Minnesota Mutual Life 3
<PAGE>

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

When we use the following words, this is what we mean:

THE ANNUITANT
The person named on page 1 who may receive lifetime benefits under the
contract.

YOU, YOUR
The owner of the contract. The owner may be the annuitant or someone else.
The owner shall be that person named in the application. The owner may not
be changed.

WE, OUR, US
The Minnesota Mutual Life Insurance Company.

CONTRACT DATE
the effective date of this contract. It is also the date from which we
determine contract anniversaries and contract years.

CONTRACT ANNIVERSARY
The same day and month as the contract date for each succeeding year of this
contract.

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

VALUATION DATE
Each day that the New York Stock Exchange is open for trading. Valuation is
as of the close of business of that Exchange.

VALUATION PERIOD
The period between successive valuation dates.

GENERAL ACCOUNT
All our assets other than those in Variable Fund D or in other separate
accounts established by us.

SEPARATE ACCOUNT
Our assets in the separate investment account titled "Minnesota Mutual
Variable Fund D." This separate account was established by us for this class
of contract under Minnesota law.

83-9054 Rev. 5-84 Minnesota Mutual Life 4
<PAGE>

1940 ACT
The Investment Company Act of 1940, as amended, or any similar successor
federal legislation.

WRITTEN REQUEST
A request in writing signed by you. In some cases, we may provide a form for
your use. We also may require that this contract be sent in with your
written request.

PURCHASE PAYMENT
A single amount paid to us as consideration for the benefits provided by this
contract. The single amount will be deemed to include all purchase payments
made within 12 months of the contract date. The total of all such payments
must be at least $5,000, and may not exceed $250,000 except with our consent.

ANNUITY PAYMENTS
Payments made at regular intervals to the annuitant or any other payee.
Annuity payments will be due and payable only on the first day of a calendar
month.

FIXED ANNUITY
Annuity payments of equal amounts during the payment period.

VARIABLE ANNUITY
Annuity payments which increase or decrease in amount to reflect the
investment experience of the separate account.

AGE
The age of a person at nearest birthday.

GENERAL INFORMATION
- -------------------------------------------------------------------------------

WHAT IS YOUR AGREEMENT WITH US?

This contract and the copy of the application attached to it contain the
entire contract between you and us. Any statements made in the application
either by you or the annuitant will, in the absence of fraud, be considered
representations and not warranties. Also, any statement either made by you
or the annuitant will not be used to avoid this contract or defend against a
claim under this contract unless the statement is contained in the
application.

No change or waiver of any of the provisions of this contract will be valid
unless made in writing by us and signed by our president, a vice president,
our secretary or an assistant secretary. No agent or other person has the
authority to change or waive any provisions of this contract.

Any additional agreement attached to this contract will become a part of this
contract and will be subject to all the terms and conditions of this contract
unless we state otherwise in the agreement.

83-9054 Rev. 5-84 Minnesota Mutual Life 5
<PAGE>

HOW DO YOU EXERCISE YOUR RIGHTS UNDER THIS CONTRACT?
You can exercise all the rights under this contract by making a written
request to us. You have these rights during the annuitant's lifetime and
before annuity payments begin. We will deal with you, unless this contract
provides otherwise, on the basis that you have full ownership and control of
this contract.

HOW WILL YOU KNOW THE VALUE OF YOUR CONTRACT?
Each year we will send you a report. This report will summarize the year's
transactions and will show the current accumulation value and surrender value
of this contract. It will also show the current separate account
accumulation unit value. The report will be as of a date within two months
of its mailing.

PURCHASE PAYMENT
- -------------------------------------------------------------------------------

WHERE DO YOU MAKE PURCHASE PAYMENTS?
All purchase payments must be made at our home office. Our home office is at
400 North Robert Street, St. Paul, Minnesota 55101-2098.

When we receive a purchase payment from you at our home office, we will send
you a confirmation.

WHAT DEDUCTIONS ARE MADE FROM PURCHASE PAYMENTS?
There are usually no deductions made from the purchase payment. However, we
do reserve the right to make a deduction from the purchase payment for state
premium taxes, where applicable.

HOW ARE PURCHASE PAYMENTS ALLOCATED?
They are allocated either to the general account or to the separate account,
as directed by you. Initially, you indicate your allocation in the
application. You may change your allocation as to remaining portions of the
purchase payment by giving us written notice. If we receive a purchase
payment without allocation instructions, we will allocate it to the general
account.

CONTRACT CHARGES
- -------------------------------------------------------------------------------

WHAT IS THE ADMINISTRATIVE CHARGE?
The administrative charge is an annual charge deducted from the accumulation
value. This deduction will be made as of the contract anniversary and on the
surrender of the contract. The charge shall not exceed $20.00 or, if less,
2% of the accumulation value. We may deduct the charge from the general
account accumulation value, the separate account accumulation value or
partially from each.

83-9054 Rev. 5-84 Minnesota Mutual Life 6
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WHAT IS THE DEFERRED SALES CHARGE?
The deferred sales charge is the charge made on contract withdrawals or
surrenders during the first ten contract years. The amount withdrawn plus
any deferred sales charge is deducted from the accumulation value.

WHAT IS THE AMOUNT OF THE DEFERRED SALES CHARGE?
The charge is indicated in the table shown below. These percentages decrease
uniformly by .05% for each of the first 120 months from the contract date.
Any amounts withdrawn from the contract may also be reduced by any applicable
state premium taxes not previously deducted from the purchase payment.

END OF
CONTRACT YEAR CHARGE
------------- ------

(Contract Date) 6.0%
1 5.4
2 4.8
3 4.2
4 3.6
5 3.0
6 2.4
7 1.8
8 1.2
9 0.6
10 -0-

In no event will the amount of deferred sales charge exceed 9% of the total
purchase payments made under this contract.

WHAT CHARGES ARE ASSOCIATED WITH THE SEPARATE ACCOUNT?
There are three charges associated with the separate account. These are the
expense risk charge, the mortality risk premium charge and the investment
management fee. All of these charges are deducted on each valuation date
from the separate account. On an annual basis, they total 1.06% of the net
asset value of the separate account.

WHAT IS THE MORTALITY RISK PREMIUM CHARGE?
This is a premium charge to compensate us for the mortality guarantees we
make under the contract. On an annual basis, it equals .1325% of the net
asset value of the separate account.

WHAT IS THE EXPENSE RISK CHARGE?
This is a charge to compensate us for guaranteeing that the contract
administrative charge will not increase and that the deductions provided in
this contract will be sufficient to cover our actual expenses. On an annual
basis it equals .6625% of the net asset value of the separate account.

83-9054 Rev. 5-84 Minnesota Mutual Life 7
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WHAT IS THE INVESTMENT MANAGEMENT FEE?
This fee is to compensate us for providing investment management services.
On an annual basis it equals .265% of the net asset value of the separate
account.

VALUATION
- -------------------------------------------------------------------------------

HOW IS YOUR ACCUMULATION VALUE DETERMINED?
It is determined separately for your accumulation value in the general
account and the separate account.

For the general account, it is the purchase payment allocated to the general
account plus interest, dividends and transfers into the general account, less
deductions for the annual administrative charge, for any transfers out of the
general account and for any previous withdrawals.

For the separate account, it is your accumulation units multiplied by the
accumulation unit value.

WHAT IS AN ACCUMULATION UNIT AND HOW IS ITS VALUE DETERMINED?
An accumulation unit is a measure of your interest in the separate account.
The number of accumulation units credited to you with each purchase payment
is determined by dividing that purchase payment by the then current
accumulation unit value. This determination is made as of the valuation date
coincident with or next following the date on which we receive your purchase
payment. Once determined, the number of accumulation units will not be
affected by changes in the accumulation unit value. However, the total
number of accumulation units under this contract will be affected by future
contract transactions. The number of units will be increased by subsequent
purchase payments and decreased by deductions for the administrative charge
and for transfers or withdrawals from the separate account.

The accumulation unit value will increase or decrease on each valuation date.
The amount of any increase or decrease will depend on the net investment
experience of the separate account. For any valuation date, its value is
equal to its value on the preceding valuation date multiplied by the net
investment factor for the current valuation period.

The gross investment rate is equal to: (1) investment income plus capital
gains and minus capital losses for the valuation period, realized or
unrealized, less a deduction for any applicable income taxes arising from
such income and capital gains; divided by (2), the net asset value of the
separate account at the beginning of the valuation period. The gross
investment rate may be positive or negative.

WHAT IS THE CONTRACT INTEREST CREDITING RATE FOR THE GENERAL ACCOUNT?

83-9054 Rev. 5-84 Minnesota Mutual Life 8
<PAGE>

The interest crediting rate on the general account accumulation value of this
contract shall be at least 4% per year, compounded annually. We guarantee
this rate for the life of the contract and until an annuity begins.

MAY ADDITIONAL INTEREST BE CREDITED?
Yes. As conditions permit, we will credit additional amounts of interest to
the general account accumulation value of this contract.

DIVIDENDS
- -------------------------------------------------------------------------------

WILL THIS CONTRACT RECEIVE DIVIDENDS?
Each year we determine if this contract will share in our divisible surplus.
We call your share a dividend.

HOW WILL DIVIDENDS BE APPLIED?
Dividends, if received, may be added to the accumulation value or applied to
increase annuity payments or, if you so elect, they may be paid in cash.

TRANSFER PROVISIONS
- -------------------------------------------------------------------------------

WHAT IS A TRANSFER?
A transfer is a reallocation of funds under the contract between the general
account and the separate account.

DOES A DOLLAR AMOUNT LIMIT APPLY TO TRANSFERS?
Yes. In every case, the amount to be transferred must be $250 or more.

DO ANY OTHER RESTRICTIONS APPLY?
We reserve the right to limit the amount and frequency of transfers from the
general account to the separate account. Transfers from the separate account
to the general account may be made at any time subject to the dollar amount
limitation.

MAY YOU MAKE TRANSFERS FROM THE SEPARATE ACCOUNT TO THE GENERAL ACCOUNT AT ANY
TIME?
Yes.

MAY TRANSFERS TAKE PLACE ONCE AN ANNUITY BEGINS?
No.

83-9054 Rev. 5-84 Minnesota Mutual Life 9
<PAGE>

WITHDRAWAL AND SURRENDER
- -------------------------------------------------------------------------------

MAY YOU WITHDRAW FUNDS FROM THIS CONTRACT?
Yes. At any time before annuity payments begin, you may request a partial
withdrawal from the accumulation value. You must make a written request for
any withdrawal, and it must be for at least $250. In the event of a cash
withdrawal, the accumulation value will be reduced by the amount requested
and by the deferred sales charge, if any.

Unless instructed otherwise by you, withdrawals will be made first from the
general account accumulation value and then from the separate account
accumulation value.

HOW IS THE WITHDRAWAL VALUE DETERMINED?
The withdrawal value is determined with reference to the table of deferred
sales charges shown in this contract. The withdrawal value is the
accumulation value minus the deferred sales load. However, if withdrawals in
a calendar year are equal to or less than 10% of the accumulation value at
the end of the previous calendar year, the charges will not apply. If
withdrawals in a calendar year exceed 10%, the deferred sales charges will
apply to the excess.

MAY YOU SURRENDER THE CONTRACT?
Yes. At any time before annuity payments begin, you may surrender this
contract for its surrender value. The surrender value will be determined as
of the valuation date coincident with or next following the date your written
request is received at our home office.

HOW IS THE SURRENDER VALUE DETERMINED?
The surrender value of the separate account portion of this contract shall be
its withdrawal value.
The surrender value of the general account portion of this contract shall be
the greater of:
a) its withdrawal value, or
b) your total general account purchase payments, less any applicable state
annuity premium taxes and less any amounts previously withdrawn or transferred
to the separate account.

HOW WILL WITHDRAWAL OR SURRENDER BENEFITS BE PAID?
We will pay these benefits in a single sum. However, if this contract is
surrendered you may elect one of the annuity payment options.

ANNUITY PROVISIONS
- -------------------------------------------------------------------------------

WHEN DO ANNUITY PAYMENTS BEGIN?
You must notify us in writing that annuity payments are to be made to the
annuitant, when these payments are to begin, and what annuity payment option
has been selected. We must receive this notice at least 30 days in advance
of the date annuity payments are to begin. This contract permits annuity
payments to begin on the first day of any month after the 50th birthday and
before the 75th birthday of the annuitant. However, the beginning date for
annuity payments must be consistent with any restrictions applicable to the
plan under which this contract may have been purchased.

WHAT VALUE IS AVAILABLE TO BE APPLIED TO PROVIDE ANNUITY PAYMENTS?

83-9054 Rev. 5-84 Minnesota Mutual Life 10
<PAGE>

As of the date annuity payments are to begin, we will apply either the
accumulation value or the surrender value.

The accumulation value will be applied to provide annuity payments, subject
to these conditions:
1) this contract must have been in force for at least five years from its
contract date; and
2) the annuity payment option selected must provide for payments expected
to continue for a period of at least five years.

If these conditions are not met, the surrender value, instead of the
accumulation value, will be applied to provide the annuity payment form
selected.

WHAT TYPES OF ANNUITIES ARE AVAILABLE?
Under this contract, both fixed and variable annuities are available.

ARE THERE RESTRICTIONS ON ANNUITY PAYMENTS?
We require that the first monthly fixed or variable annuity payment must be
at least $20 unless our payment of a smaller minimum amount is required by
law. If the first monthly fixed or variable annuity payment would be less
than that amount, we reserve the right to pay you the surrender value in a
lump sum in lieu of all other rights under this contract.

WHAT INFORMATION MAY WE NEED?
We reserve the right to require proof satisfactory to us of the age of the
annuitant and of any joint annuitant before payments begin.

We may also require proof that a person is alive before making any annuity
payment which is based on the survival of that person.

IF YOU MAKE NO ELECTION, WHEN DO ANNUITY PAYMENTS BEGIN?
If you do not elect another date, annuity payments will begin on the first
day of the month immediately following the 65th birthday of the annuitant.

IF YOU FAIL TO ELECT AN ANNUITY PAYMENT OPTION, HOW WILL ANNUITY PAYMENTS BE
MADE?
If you do not notify us as to the annuity payment option, we will make
monthly annuity payments on the basis of 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 separate account accumulation value.

MUST AN ANNUITY PAYMENT OPTION BE ELECTED?
No. You may elect a lump sum payment instead. If you do so, you and the
annuitant shall have no further rights under this contract.

ANNUITY PAYMENT OPTIONS
- -------------------------------------------------------------------------------

WHAT ANNUITY PAYMENT OPTIONS ARE AVAILABLE?

83-9054 Rev. 5-84 Minnesota Mutual Life 11
<PAGE>

The following annuity payment options are available:

Option 1 - Life Annuity-annuity payments payable monthly for the lifetime of
the annuitant, ending with the last payment due prior to the annuitant's
death.

Option 2 - Life Annuity with a Period Certain -- annuity payments payable
monthly for the lifetime of the annuitant; provided, if the annuitant dies
before payments have been made for the entire period certain, those remaining
certain payments will be made to the beneficiary.

The period certain may be for 120 months (Option 2A); for 180 months
(Option 2B); or for 240 months (Option 2C).

Option 3 - Joint and Last Survivor Annuity -- annuity payments payable
monthly for the joint lifetimes of the annuitant and a designated joint
annuitant; ending with the last payment due prior to the survivor's death.

ARE OTHER ANNUITY PAYMENT OPTIONS AVAILABLE?
Yes. Other options may be available as agreed upon between you and us.

The lump sum payment will be the commuted value of the remaining payments,
based on the then current dollar amount of one payment and using the same
interest rate which served as a basis for the annuity.

HOW IS THE AMOUNT OF A VARIABLE ANNUITY PAYMENT DETERMINED?
The dollar amount of the first monthly variable annuity payment is determined
by applying the available value (after deduction of any premium taxes not
previously deducted) to the table below using the adjusted age of the
annuitant and any joint annuitant. A number of annuity units is then
determined by dividing this dollar amount by the then current annuity unit
value. Thereafter, the number of annuity units remains unchanged during the
period of annuity payments.

The dollar amount of the second and later variable annuity payments is equal
to the number of annuity units times the annuity unit value as of the due
date of the payment. This amount may increase or decrease from month to
month.

83-9054 Rev. 5-84 Minnesota Mutual Life 12
<PAGE>

The value of an annuity unit is determined each month as of the first day of
the month. The value is equal to the annuity unit value as of the first day
of the preceding month times the product of (a) .997137, and (b) a separate
account investment factor. This investment factor is the accumulation unit
value on the valuation date next following the fourteenth day of the
preceding month divided by the accumulation unit value on the valuation date
next following the fourteenth day of the second preceding month. For any
date other than the first of a month, the annuity unit value is that on the
first day of the next month.

HOW IS THE AMOUNT OF A FIXED ANNUITY PAYMENT DETERMINED?
The tables shown below are used to determine the amount of guaranteed monthly
fixed annuity payments. They show the dollar amount of each payment that can
be provided with each $1,000 of available value, after the deduction of any
applicable premium taxes not previously deducted. Amounts shown here are
based on the Progressive Annuity Table with interest at the rate of 3.5% per
annum, assuming births in the year 1900 and with an age setback of six years.
The amount of each payment depends upon the adjusted age of the annuitant
and any joint annuitant. The adjusted age is determined from the actual age
nearest birthday at the time the first payment is due in the following manner:

Calendar Year Adjusted Age is
of birth is 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

83-9054 Rev. 5-84 Minnesota Mutual Life 13

<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
- ------------- -------------------------------------------------------

OPTION 1 OPTION 2A OPTION 2B OPTION 2C
-------- ---------- --------- ---------
50 $4.28 $4.26 $4.22 $4.18
51 4.34 4.32 4.28 4.23
52 4.42 4.39 4.35 4.28
53 4.49 4.46 4.41 4.34
54 4.57 4.53 4.48 4.40
55 4.65 4.61 4.55 4.46
56 4.74 4.69 4.62 4.52
57 4.84 4.78 4.70 4.58
58 4.94 4.87 4.78 4.65
59 5.04 4.97 4.87 4.71
60 5.16 5.07 4.95 4.78
61 5.28 5.18 5.04 4.85
62 5.40 5.29 5.13 4.91
63 5.54 5.41 5.23 4.98
64 5.69 5.53 5.33 5.05
65 5.84 5.66 5.43 5311
66 6.01 5.79 5.53 5.18
67 6.18 5.94 5.63 5.24
68 6.37 6.08 5.74 5.30
69 6.57 6.24 5.84 5.36
70 6.79 6.40 5.95 5.41
71 7.02 6.57 6.05 5.46
72 7.27 6.74 6.15 5.51
73 7.54 6.91 6.26 5.55
74 7.83 7.10 6.35 5.59
75 8.14 7.28 6.45 5.62

OPTION 3--JOINT AND LAST SURVIVOR LIFE ANNUITY

Adjusted Age of
Joint Annuitant* Adjusted Age of Annuitant*
- --------------------------------------------------------------------------------

55 60 62 65 67 70 75
----- ----- ----- ----- ----- ----- -----

54 $4.08 $4.21 $4.26 $4.32 $4.36 $4.41 $4.47
59 4.23 4.42 4.49 4.59 4.65 4.74 4.85
61 4.28 4.50 4.58 4.70 4.78 4.88 5.02
64 4.35 4.61 4.71 4387 4.97 5.10 5.30
66 4.40 4.68 4.80 4.98 5.09 5.26 5.50
69 4.45 4.78 4.92 5.13 5.28 5.49 5.82
74 4.53 4.91 5.08 5.36 5.56 5.86 6.37

*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 us.

83-9054 Rev. 5-84 Minnesota Mutual Life 14

<PAGE>

OPTION 4 - FIXED PERIOD ANNUITY

Fixed Period Dollar Amount Fixed Period Dollar Amount
(Years) of Payment (Years) of Payment
------------ ------------- ------------ -------------

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

WILL THESE TABLES ALWAYS BE USED FOR ANNUITY PURCHASES?
Not necessarily. If, when annuity payments are elected, we are using tables
of annuity purchase rates for this class of contract which would result in
larger annuity payments, we will use those table instead.

AMOUNT PAYABLE AT DEATH
- -------------------------------------------------------------------------------

WHAT AMOUNT IS PAYABLE TO DEATH?
If the annuitant dies before annuity payments have started, we will pay the
accumulation value. The accumulation value will be determined as of the
valuation date coincident with or next following the day we receive due proof
of death at our home office. If the annuitant dies after annuity payments
have started, we will pay whatever amount may be called for by the terms of
the annuity payment option selected.

CAN YOU CHANGE THE BENEFICIARY?
Yes. You can file a written request with us to change the beneficiary.

83-9054 Rev. 5-84 Minnesota Mutual Life 15

<PAGE>

ADDITIONAL INFORMATION
- -------------------------------------------------------------------------------

CAN YOU ASSIGN THIS CONTRACT?
No. This contract may not be assigned, nor may it be sold, transferred or
used as security for a loan.

ARE THE CONTRACT BENEFITS PROTECTED?
To the extent permitted by law, no benefit provided by this contract will be
subject to any creditor's claim or process of law.

DO CONTRACT VALUES COMPLY WITH STATE REQUIREMENTS?
Yes. Amounts payable at death, withdrawal and surrender benefits,
accumulation values and the paid-up annuity benefit described by this
contract are not less than the minimum benefit required by any statute of the
state in which this contract is delivered.

HOW DOES THIS CONTRACT RELATE TO THE OWNERSHIP OF THE SEPARATE ACCOUNT?
We have exclusive and absolute ownership of the assets of both our general
account and the separate account.

83-9054 Rev. 5-84 Minnesota Mutual Life 16

<PAGE>

SINGLE PAYMENT MINNESOTA MUTUAL LIFE
DEFERRED VARIABLE ANNUITY CONTRACT

Fixed or Variable
Annuity Benefits
A Participating Contract

83-9054 Rev. 5-84 Minnesota Mutual Life 17

<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 payment 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% or 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 Simplified
Employee Pension (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

<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;
(c) equal or substantially equal payments over the joint lives of the
annuitant and spouse;
(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.
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
<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 /s/ Robert L. Senkler
Secretary President

<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 ST, ST. PAUL, MN
55101

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.

DEFINITIONS
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT
Our assets in the separate investment account. It is called "Minnesota Mutual
Variable Fund D." This separate account was established by us under Minnesota
law. It is for this class of contracts. The separate account has several
sub-accounts.

ACCUMULATION VALUE
The sum of your values under this contract. They may be in the general account
and/or the separate account. In the general account we call this the general
account accumulation value. In the separate account we call this the separate
account accumulation value. It is composed of the individual account values in
one or more sub-accounts of the separate account. The total of these values
will be the separate account accumulation value. Interests in the sub-accounts
will be valued separately.

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.

PURCHASE PAYMENTS
- --------------------------------------------------------------------------------

HOW ARE PURCHASE PAYMENTS ALLOCATED?
They are allocated either to the general account or to the separate account and
its sub-accounts. We will follow your direction. Initially, you indicate your
allocation in the application. You may change your allocation by giving us
written notice. A change will apply to subsequent purchase payments. We may
receive a purchase payment without allocation instructions. If we do, we will
allocate it to the general account.

The separate account is divided into sub-accounts. For each 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 established by us. We
must do so under the

90-9243
<PAGE>

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, we may substitute another
fund. We may do the same if we determine that a fund is inappropriate for
contracts of this class. Substitution may be with respect to existing
accumulation values and future purchase payments.

VALUATION
- --------------------------------------------------------------------------------
WHAT IS THE NET INVESTMENT FACTOR FOR THE SEPARATE ACCOUNT?
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 a .265% per
annum. The net investment factor for the sub-account holding shares of the
Stock 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 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.

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 accrues
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.

TRANSFER PROVISIONS
- --------------------------------------------------------------------------------
WHAT IS A 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.

MAY YOU MAKE TRANSFERS OF AMOUNTS UNDER THE CONTRACT?
Yes. Transfers may be made. We need your written request. For transfers out
of the separate account or among the sub-accounts of the separate account, we
will make the transfer on the basis of sub-account unit values as of the end of
the valuation period during which your written request is received at our home
office.

90-9243
<PAGE>
DOES A DOLLAR AMOUNT LIMIT APPLY TO TRANSFERS?
Yes. In every case, an amount to be transferred must be $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 any 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.

/s/ Robert J. Hasling /s/ Richard A. Engan
Secretary President

90-9243

<PAGE>

<TABLE>
<S><C>
MINNESOTA MUTUAL LIFE VARIABLE ANNUITY APPLICATION

- -----------------------------------------------------------------------------------------------------------------------------------
The Minnesota Mutual Life Insurance Company - 400 North Robert Street - St. Paul, Minnesota 55101-2098
- -----------------------------------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY ANNUITANT

1. NAME OF ANNUITANT (Last, First, MI) 2. DATE OF BIRTH 3. / / M 4. SOCIAL SECURITY NUMBER
/ / F
- -----------------------------------------------------------------------------------------------------------------------------------
5. RESIDENCE (St. or RFD, City, State, Zip)

- -----------------------------------------------------------------------------------------------------------------------------------
6. EMPLOYER 7. DATE EMPLOYED 8. OCCUPATION

- -----------------------------------------------------------------------------------------------------------------------------------
9. BUSINESS ADDRESS (St. or RFD, City, State, Zip) 10. ANNUAL EARNED INCOME

- -----------------------------------------------------------------------------------------------------------------------------------
11. NAME OF BENEFICIARY SOCIAL SECURITY NUMBER 12. DATE OF BIRTH 13. / / M 14. RELATIONSHIP TO PROPOSED
/ / F ANNUITANT
- -----------------------------------------------------------------------------------------------------------------------------------
15. TYPE OF PLAN

/ / Tax Sheltered Annuity (403(b)) / / IRA
/ / H.R. 10 / / IRA Rollover/Transfer from / / Other___________
/ / Simplified Employee Pension / / H.R. 10 Plan
/ / Public Employee Deferred Compensation / / IRA Plan
/ / Corporate Plan
Is Annuitant Covered under any Other Qualified Plan? / / TSA Plan
/ / Yes / / No IF "YES" EXPLAIN UNDER NUMBER 22.
- -----------------------------------------------------------------------------------------------------------------------------------
16. TYPE OF CONTRACT AND AMOUNT OF PAYMENT 17. PAYMENT METHOD

/ / Flexible Payment Deferred Variable Annuity / / APP (Automatic Payment Plan)
of $_______________________per________________________ Commencing on: Mo.___________________ Day______________
/ / Single Payment Deferred Variable Annuity of $_________
/ / Group Billing. BILL MY EMPLOYER
- ----------------------------------------------------------- Commencing on: Mo.___________________ Day______________
18. PURCHASE PAYMENT ALLOCATION
_________% GENERAL ACCOUNT
_________% FUND D (VARIABLE) / / Individual Billing
- ----------------------------------------------------------- Commencing on the 1st of: Mo.__________________________
19. MONTHS TO BE EXCLUDED FROM GROUP BILLING and continuing on a / / Q / / S-A / / A Basis
J F M A M J J A S O N D
/ / Other___________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
20. WILL THE CONTRACT APPLIED FOR REPLACE AN EXISTING INSURANCE OR ANNUITY CONTRACT?
IF "YES" EXPLAIN UNDER NUMBER 22. / / YES / / NO
- -----------------------------------------------------------------------------------------------------------------------------------
21. WOULD YOU LIKE US TO SEND YOU A STATEMENT OF ADDITIONAL INFORMATION, REFERRED
TO IN THE PROSPECTUS FOR THE FUND? / / YES / / NO
- -----------------------------------------------------------------------------------------------------------------------------------
22. SPECIAL INSTRUCTIONS OR REMARKS

- -----------------------------------------------------------------------------------------------------------------------------------
I represent that the statements and answers in this application are full, complete, and true to the best of my knowledge, and agree
that they are to be considered the basis of any contract issued to me. I ACKNOWLEDGE RECEIPT OF A CURRENT VARIABLE ANNUITY
PROSPECTUS FOR THE MINNESOTA MUTUAL VARIABLE FUND D. I UNDERSTAND THAT ALL PAYMENTS AND VALUES OF ANY CONTRACT ISSUED, WHEN BASED
UPON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.
- -----------------------------------------------------------------------------------------------------------------------------------
SIGNED AT (City, State) DATE OF APPLICATION AMOUNT REMITTED WITH APPLICATION
$
- -----------------------------------------------------------------------------------------------------------------------------------
SIGNATURE OF ANNUITANT SIGNATURE OF OWNER (If other than Annuitant)
X X
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S><C>
INVESTMENT SUITABILITY - TO BE COMPLETED BY ANNUITANT: NASD rules require inquiry concerning the financial condition of individuals
applying for variable annuity contracts. 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 Registered 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____________________

- ------------------------------------------------------------------------------------------------------------------------------------
/ / I have provided this information SIGNATURE OF ANNUITANT DATE WITNESS
/ / I do not wish to provide this information X
- ------------------------------------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY AGENT
- ------------------------------------------------------------------------------------------------------------------------------------

To the best of my knowledge, this contract / / will / / will not replace an existing insurance or annuity contract.

I certify that a current prospectus was delivered and that no written sales materials other than those furnished by the Home Office
were used.
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE OF REGISTERED REPRESENTATIVE CODE BROKER - DEALER
X
- ------------------------------------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY HOME OFFICE
- ------------------------------------------------------------------------------------------------------------------------------------
ACCEPTED BY REGISTERED PRINCIPAL DATE CONTRACT NUMBER CASE NUMBER

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

IMPORTANT INSTRUCTIONS

Following these instructions will ensure that the application can be processed without delay.

- - Complete all items on the application.

- - Remit all funds for the variable contract directly to the Home Office; NASD regulations do not permit the commingling of
these funds with agency funds or any other funds.

- - If applying for APP (Automatic Payment Plan) attach Authorization Form and voided check.

- - If replacement is involved, submit appropriate replacement forms if required in the state of jurisdiction.

- - If application is part of new HR-10 on SEP plan, submit appropriate adoption agreement and Employee Benefit Plan Statement for
the plan.

- - If a TSA (Tax Sheltered Annuity) plan, submit copy of salary modification agreement and, if the contribution is to exceed the
maximum exclusion allowance, a copy of the calculation worksheet.

- - If applying for an immediate annuity, submit proof of birth for annuitant and the joint annuitant if appropriate; submit
periodic withholding election form; indicate annuity option selected in the "Special Remarks" section, item Number 22.
</TABLE>

<PAGE>

RE-INCORPORATION

"THE BANKERS LIFE ASSOCIATION OF MINNESOTA"

and

Change of Name to
"THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY"

"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>

Page
----
ARTICLE IV. OFFICERS
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.

-1-

<PAGE>

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

-2-

<PAGE>

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.

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

-3-

<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

-4-

<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

-5-

<PAGE>

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.

-6-

<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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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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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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<PAGE>

(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 shall

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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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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

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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.

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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.

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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.

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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.

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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".

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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.

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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

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<PAGE>

by 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:

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(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 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;

4
<PAGE>

(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 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.

5
<PAGE>

(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

(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.

6
<PAGE>

ATTEST: THE MINNESOTA MUTUAL LIFE INSURANCE
COMPANY

By /s/ ROBERT J. HASLING By /s/ RICHARD A. ENGEN
-------------------------------- ---------------------------------
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

Re: Minnesota Mutual Variable Fund D
File Number: 2-89208
Post-Effective Amendment No. 15

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 "Account") in
connection with Post-Effective Amendment No. 15 to its Registration Statement
on Form N-4. This Post-Effective Amendment is to be filed by the Company and
the Account with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, with respect to certain variable life insurance
policies (Securities and Exchange Commission File No. 2-89208).

Based upon that review, I am of the following opinion:

1. The Account is a separate account of the Company duly created and validly
existing pursuant to the laws of the State of Minnesota; and

2. The issuance and sale of the variable annuity contracts funded by the
Account have been duly authorized by the Company and such contracts, when
issued in accordance with and as described in the currentProspectus
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

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<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.624
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>