CUNA MUTUAL LIFE VARIABLE ACCOUNT
485BPOS, 1998-04-17
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              As filed with the Securities and Exchange Commission
                                on April 17, 1998

                            Registration No. 33-19718


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                         POST-EFFECTIVE AMENDMENT NO. 17

                                       TO

                                    FORM S-6

                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                              (Exact Name of Trust)

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                                2000 Heritage Way
                               Waverly, Iowa 50677
                            (319) 352-4090, ext. 2157
                (Name, Address and Telephone Number of Depositor)

                 Name and complete address of agent for service:

                             Barbara L. Secor, Esq.
                       CUNA Mutual Life Insurance Company
                                2000 Heritage Way
                                Waverly, IA 50677

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, 1998  pursuant to paragraph (b) of Rule 485 
     |_| 60 days after filing pursuant  to  paragraph  (a)(i) of Rule 485 
     |_| on  pursuant  to  paragraph (a)(i) of Rule 485 
     |_| 75 days after filing  pursuant to paragraph  (a)(ii)
     |_| on pursuant to paragraph (a)(ii) of Rule 485


Title of Securities:  Interest in the Seperate  Account issued through  Variable
Life Insurance Policies.
     

The index to  attached  exhibits  is found  following  the  signature  pages and
consents after page II-4.

================================================================================


<PAGE>


                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2
N-8B-2 Item                   Caption in Prospectus

 1 . . . . .  . .. . . . .. The Company Separate Account
 2  . . . . . . . . . . . . The Company
 3  . . . . . . . . . . . . The Company
 4  . . . . . . . . . . . . Distribution of the Policies
 5  . . . . . . . . . . . . The Separate Account
 6(a) . . . . . . . . . . . Not Applicable
  (b) . . . . . . . . . . . Not Applicable
 9  . . . . . . . . . . . . Legal Proceedings
10  . . . . . . . . . . . . The Policy
11  . . . . . . . . . . . . The Funds
12  . . . . . . . . . . . . The Funds
13  . . . . . . . . . . . . Charges and Deductions
14  . . . . . . . . . . . . The Policy
15  . . . . . . . . . . . . The Separate Account
16  . . . . . . . . . . . . Policy Values
17  . . . . . . . . . . . . The Policy-Owner's Rights
18  . . . . . . . . . . . . The Policy
19  . . . . . . . . . . . . Not Applicable
20  . . . . . . . . . . . . Not Applicable
21  . . . . . . . . . . . . Not Applicable
22  . . . . . . . . . . . . Not Applicable
23  . . . . . . . . . . . . Not Applicable
24  . . . . . . . . . . . . Not Applicable
25  . . . . . . . . . . . . The Company
26  . . . . . . . . . . . . Charges and Deductions
27  . . . . . . . . . . . . The Company
28  . . . . . . . . . . . . The Company, CUNA Mutual Life Insurance Company
                            Directors and Executive Officers
29  . . . . . . . . . . . . The Company
30  . . . . . . . . . . . . The Company
31  . . . . . . . . . . . . Not Applicable
32  . . . . . . . . . . . . Not Applicable
33  . . . . . . . . . . . . Not Applicable
34  . . . . . . . . . . . . Not Applicable
35  . . . . . . . . . . . . Not Applicable
37  . . . . . . . . . . . . Not Applicable
38  . . . . . . . . . . . . Distribution of the Policies
39  . . . . . . . . . . . . Distribution of the Policies
40  . . . . . . . . . . . . Not Applicable
41(a) . . . . . . . . . . . Distribution of the Policies
42. . . . . . . . .  . . . .Not Applicable
43  . . . . . . . . . . . . Not Applicable
44  . . . . . . . . . . . . The Policy
45  . . . . . . . . . . . . Not Applicable
46  . . . . . . . . . . . . The Policy-Owner's Rights
47  . . . . . . . . . . . . Not Applicable
48  . . . . . . . . . . . . The Company
49  . . . . . . . . . . . . The Company
50  . . . . . . . . . . . . Not Applicable
51  . . . . . . . . . . . . The Company, The Policy
52  . . . . . . . . . . . . The Funds
53  . . . . . . . . . . . . Federal Tax Matters
54  . . . . . . . . . . . . Financial Statements
55  . . . . . . . . . . . . Not Applicable


<PAGE>

CUNA MUTUAL LIFE INSURANCE COMPANY                                    PROSPECTUS
2000 Heritage Way, Waverly, Iowa  50677
   
(319) 352-4090        (800) 798-5500                                 MAY 1, 1998
- --------------------------------------------------------------------------------

This  Prospectus   describes  the  MEMBERS(R)  Variable  Universal  Life  Policy
("Policy") an individual  flexible  premium  variable  universal  life insurance
Policy issued by CUNA Mutual Life Variable Account ("Separate Account") and CUNA
Mutual Life Insurance Company ("Company") .

The  Policy's  flexibility  allows you to provide for changing  insurance  needs
under a single  insurance  policy.  The Policy  allows you to make the following
choices:

(1)  You must  choose  how you want your  premiums  allocated.  Premiums  may be
     allocated to one or more of the Subaccounts of the Separate  Account.  Each
     Subaccount invests solely in the corresponding portfolio or Series of Class
     Z of the following investment options ("Funds"):

o        Ultra Series Fund
         o  Capital Appreciation Stock Fund
         o  Growth and Income Stock Fund
         o  Balanced Fund
         o  Bond Fund
         o  Money Market Fund
         o  Treasury 2000 Fund

o        T. Rowe Price International Series, Inc.
         o  International Stock Portfolio

o        MFS(R) Variable  Insurance  TrustSM ("MFS Variable  Insurance Trust") 
         o MFS(R) World Governments  SeriesSM ("MFS World  Governments  Series")
         o MFS(R) Emerging Growth SeriesSM ("MFS Emerging Growth Series")

You may also  choose to  allocate  all or a portion of  premium to the  Interest
Bearing  Account,  an account held in the general  account of the  Company.  The
Company  guarantees the principal held within the Interest  Bearing  Account and
will pay interest of at least 4% annually.  At its  discretion,  the Company may
pay a higher rate.

(2)  You must choose one of two death benefit options:
         Option 1 is equal to the  Specified  Amount  (or Face  Amount)  of your
         Policy 
         Option 2 is equal to the Specified  Amount plus the  Accumulated Value 
         of your Policy

(3)  You may choose to  increase or decrease  the size of the  Specified  Amount
     when you need more or less insurance protection.

(4)  You may choose to vary the size and frequency of premium payments.
    

Replacing  existing  insurance with the Policy  described in this Prospectus may
not be advantageous. In addition, a person who currently owns a flexible premium
life  insurance  policy  should  compare  the  benefit  and  cost of  purchasing
additional  life insurance  under the existing policy with the benefits and cost
of purchasing the Policy described in this Prospectus. Since the charges imposed
upon surrender or Lapse during the first nine Policy years will be  significant,
purchase a Policy only if you have the financial  capability to keep it In Force
for a substantial period.

   
PLEASE READ THIS  PROSPECTUS  CAREFULLY AND KEEP IT FOR FUTURE  REFERENCE.  This
prospectus  must be  accompanied  by a current  prospectus  for the Ultra Series
Fund,  T. Rowe Price  International  Series,  Inc.,  and MFS Variable  Insurance
Trust.

Unlike  credit union and bank  accounts,  policy value  invested in the Separate
Account is not  insured.  Investment  of policy  value in the  Separate  Account
involves certain risks including loss of purchase payments (principal). Variable
policy value is not  deposited in or  guaranteed by any credit union or bank and
is not guaranteed by any government agency.

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.
    

<PAGE>

                                TABLE OF CONTENTS
                                                                            PAGE
DEFINITIONS....................................................................1
SUMMARY OF THE POLICY..........................................................3
THE COMPANY....................................................................6
THE SEPARATE ACCOUNT...........................................................6
THE FUNDS......................................................................7
Ultra Series Fund..............................................................7
   Capital Appreciation Stock Fund.............................................7
   Growth and Income Stock Fund................................................7
   Balanced Fund...............................................................7
   Bond Fund...................................................................8
   Money Market Fund...........................................................8
   Treasury 2000 Fund..........................................................8
T. Rowe Price International Series, Inc........................................8
   International Stock Portfolio...............................................8
MFS Variable Insurance Trust...................................................8
   MFS World Governments Series................................................8
   MFS Emerging Growth Series..................................................8
Availability of the Funds......................................................8
Resolving Material Conflicts...................................................9
Addition, Deletion or Substitution of Investments.............................10
INTEREST BEARING ACCOUNT......................................................10
THE POLICY....................................................................10
Policy Benefits...............................................................10
   Death Proceeds.............................................................10
   Minimum Death Benefit Guarantee............................................11
   Surrender Proceeds.........................................................12
   Maturity Proceeds..........................................................13
   Payment of Proceeds........................................................13
Policy Values.................................................................13
   Accumulated Value..........................................................13
   Cash Value.................................................................13
   Net Cash Value.............................................................13
Unit Value Guarantee..........................................................14
Premiums......................................................................14
   Initial Premium............................................................14
   Flexibility of Premiums....................................................14
   No-Lapse Guarantee.........................................................14
   Minimum Death Benefit Guarantee............................................14
   Target Premium.............................................................14
   Net Premiums...............................................................14
   Allocation of Net Premiums.................................................14
Charges And Deductions........................................................15
   State Premium Taxes........................................................15
   Monthly Deduction..........................................................15
   Mortality and Expense Risk Charge..........................................16
   Contingent Deferred Sales and Administrative Charges.......................16
   Transfer Fee...............................................................17
   Federal and State Income Taxes.............................................18
   Duplicate Policy Charge....................................................18
Grace Period..................................................................18
Lapse.........................................................................18
No-Lapse Guarantee............................................................18
Reinstatement.................................................................18
Owner's Rights................................................................19
   Right-to-Examine Period....................................................19
   Policy Loans...............................................................19
   Transfer of Values.........................................................20
   Dollar Cost Averaging......................................................21
   Change of Allocations......................................................21
   Change of Death Benefit Option.............................................21
   Change of Specified Amount.................................................22
   Conversion/Exchange of Policy..............................................23
   Transfer of Ownership......................................................23
   Collateral Assignments.....................................................23
   Settlement Options.........................................................23
Other Policy Provisions, Definitions..........................................24
Riders........................................................................26
   Children's Insurance.......................................................26
   Guaranteed Insurability....................................................26
   Accidental Death Benefit...................................................27
   Automatic Increase.........................................................27
   Other Insured..............................................................27
   Term Insurance.............................................................27
   Disability Waiver of Monthly Deductions....................................27
   Waiver of Premium and Monthly Deduction Disability Benefit.................27
REPORTS TO OWNERS.............................................................27
VOTING RIGHTS.................................................................27
DISTRIBUTION OF POLICIES......................................................28
PREPARING FOR YEAR 2000.......................................................28
UNISEX POLICIES...............................................................28
FEDERAL INCOME TAX MATTERS....................................................29
Taxation Of The Company.......................................................29
Tax Status Of The Policy......................................................29
Tax Treatment Of Policy Proceeds..............................................30
   Proceeds Other Than Accelerated Benefits...................................30
   Proceeds from Accelerated Benefits.........................................31
CUNA MUTUAL LIFE INSURANCE COMPANY DIRECTORS AND EXECUTIVE OFFICERS...........31
STATE REGULATION..............................................................33
LEGAL PROCEEDINGS.............................................................33
INDEPENDENT AUDITORS..........................................................33
ACTUARIAL MATTERS.............................................................33
REGISTRATION STATEMENT........................................................33
FINANCIAL STATEMENTS..........................................................33
APPENDIX A ILLUSTRATIONS OF POLICY VALUES AND DEATH BENEFITS..................70
APPENDIX B  FIRST YEAR CONTINGENT DEFERRED CHARGES PER $1,000 OF 
            SPECIFIED AMOUNT..................................................80
APPENDIX C  FIRST YEAR CONTINGENT DEFERRED CHARGES PER $1,000 OF 
            SPECIFIED AMOUNT UNISEX...........................................82
APPENDIX D DEATH BENEFIT RATIO................................................83


<PAGE>
                                   DEFINITIONS


Accumulated  Value.  The  total of the  values  attributable  to a Policy in all
Subaccounts and the Interest Bearing Account plus the values attributable to it,
if any, in the Loan Account and Deferred Charges Account.


Age. The number of completed years from the Insured's date of birth.


Attained Age. Age of the Insured on the most recent Policy Anniversary.


Beneficiary.  Person  or  entity  named  to  receive  all or part  of the  Death
Proceeds.


Cash Value.  Accumulated Value minus Deferred Charges, but not less than zero.


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


Company. CUNA Mutual Life Insurance Company


Cost of Insurance.  It is the amount necessary to pay for the insurance provided
by the Policy. One factor of the Monthly Deduction.


CUNA  Mutual  Group.  CUNA  Mutual  Insurance  Society,   its  subsidiaries  and
affiliates, including the Company.


Death Benefit Ratio.  The ratio of Face Amount to Accumulated  Value required by
the Code for  treatment  of the  Policy as a life  insurance  Policy.  The Death
Benefit Ratio varies by the Attained Age.


Death  Proceeds.  Amount to be paid if the  Insured  dies while the Policy is In
Force.


Deferred Charges.  The contingent  deferred sales charge and contingent deferred
administrative  charge  which are  collected  only if the Policy is  surrendered
during the first nine Policy  years after the Issue Date or the first nine years
after an increase in Specified Amount, whichever is applicable.


Deferred  Charges Account.  A portion of the Company's  general account in which
Policy values are held in support of Deferred
Charges.


   
Face Amount. Under death benefit option 1, the Face Amount is the greater of the
Specified  Amount,  or the Accumulated  Value on the date of death multiplied by
the Death Benefit  Ratio.  Under death benefit  option 2, the Face Amount is the
greater of the Specified Amount plus the Accumulated Value on the date of death,
or the  Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio.
    


Fund. An investment  portfolio  (sometimes  called a Series) of the Ultra Series
Fund, the T. Rowe Price International Series, Inc. or the MFS Variable Insurance
Trust or any other open-end  management  investment  company or unit  investment
trust in which a Subaccount invests.


Home Office. The Company's principal office at 2000 Heritage Way, Waverly,  Iowa
50677


   
In Force.  Condition  under  which the Policy is active and the  Insured's  life
remains  insured and  sufficient  Net Cash Value exists from premium  payment or
otherwise to pay the Monthly Deductions on a Monthly Day.
    


Indebtedness. Policy loans plus accrued interest on the loans.


Insured. Person whose life is insured under the Policy.


Interest  Bearing  Account.  An option  under the Policy  where  premiums may be
allocated and values transferred to the Company's general account.

   
Irrevocable Beneficiaries. Beneficiaries who have certain rights which cannot be
changed unless he or she consents to the change.
    


Issue Age. Age of Insured at the time the Policy was issued.


Issue Date. The date from which Policy  Anniversaries,  Policy years, and Policy
months are determined.


   
Lapse. Condition when the Insured's life is no longer insured under the Policy.


Loan Account.  A portion of the Company's general account into which amounts are
transferred from the Separate Account as
collateral for Policy loans.
    


Monthly  Day.  Same day as the Issue Date for each  month the Policy  remains In
Force.  The  Monthly  Day is the first day of the Policy  month.  If there is no
Monthly  Day in a calendar  month,  the Monthly Day will be the first day of the
next calendar month.


Monthly Deduction.  Amounts withdrawn from the Accumulated Value on each Monthly
Day to pay for the Cost of Insurance for the month,  the monthly Policy fee, the
monthly  administrative fee, and the cost of any additional benefits provided by
rider.


Net  Asset  Value.  The  total  current  value of  portfolio  securities,  cash,
receivables, and other assets minus liabilities.


Net Cash Value. The Cash Value of the Policy minus any Policy Indebtedness.


Net Premiums.  Premiums paid less any charges for Premium Tax (or tax in lieu of
Premium Tax).


Owner.  The Owner as named in the  application.  The Owner may be other than the
Insured.


Policy. A MEMBERS(R) Variable Universal Life Policy issued by the Company.


Policy Anniversary.  Same day and month as the issue day and month for each year
the Policy remains In Force.


Portfolio  Maturity.  Day upon  which  the  Stripped  Treasury  Securities  in a
Treasury Series become payable.


   
Premium Tax. An amount deducted from premium  payments to cover Premium Tax (and
tax in lieu of Premium Tax) currently  charged by the Owner's state of residence
(except in  Pennsylvania  and Texas).  State of residence is  determined  by the
Owner's mailing address as shown in the Company's records.  The term "in lieu of
Premium  Tax" means any income and any  franchise  tax  assessed by a state as a
substitute for Premium Tax.
    


Record Date. The date the Company records the Policy on its books as an In Force
Policy.


Separate  Account.  CUNA Mutual Life Variable Account,  a segregated  investment
account of CUNA Mutual Life  Insurance  Company  into which Net  Premiums may be
allocated. The Owner bears the investment risk for amounts allocated to Separate
Account Subaccounts.


Specified Amount.  The amount chosen by the Owner which is used to determine the
Face Amount.


Subaccount.  A division of the Separate Account which invests exclusively in the
shares of a corresponding Fund.


   
Surrender the Policy. To terminate the Policy at the option of the Owner.  After
the Policy has been  surrendered,  the Insured's life is no longer insured under
the Policy.

Target Premium.  The Target Premium is shown on the  specifications  page of the
Policy. It is determined by dividing the minimum premium by .60.
    

Unit Value.  The value  determined  by dividing Net Asset Value by the number of
Subaccount units outstanding at the time of calculation.


   
Valuation Day. Any day the New York Stock Exchange is open for business,  except
the following Company holidays: (1) Thanksgiving Day; (2) Christmas Day; (3) New
Year's Day; and (4)  Independence  Day, the day itself if those days fall Monday
through Friday, the day immediately  preceding if those days fall on a Saturday,
and the day  immediately  following if those days fall on a Sunday;  and (5) any
day that a Subaccount's  corresponding  Fund does not value its shares.  Federal
securities  regulations  will be  followed in case of an  emergency  which makes
valuation extremely difficult, for example, fire, blizzard or tornado.
    


Valuation  Period.  The  period  commencing  at the close of the New York  Stock
Exchange  (currently 3:00 p.m.  Central  Standard Time) of one Valuation Day and
continuing to 3:00 p.m. Central Standard Time or the close of the New York Stock
Exchange, whichever is earlier, of the next succeeding Valuation Day.



<PAGE>


                              SUMMARY OF THE POLICY

   
The following  summary of the prospectus and information about the Policy should
be read in conjunction with the detailed information appearing elsewhere in this
prospectus.  Unless otherwise  indicated,  the description of the Policy in this
prospectus  assumes that the Insured is alive, the Policy is In Force, and there
is no outstanding Policy loan.

The Owner has flexibility,  within  limitations,  to determine the frequency and
amount of Premiums.  (See "Premiums - Flexibility of  Premiums").  Thus,  unlike
conventional fixed-benefit life insurance, the Policy does not require the Owner
to  adhere  to  a  fixed  premium  schedule.  Also,  unlike  fixed-benefit  life
insurance,  the  amount  and/or  duration  of the life  insurance  coverage  and
Accumulated Value of the Policy is not guaranteed,  and may increase or decrease
to reflect the investment  performance of any  Subaccounts to which  Accumulated
Value is  allocated.  Accordingly,  the Owner bears the  investment  risk of any
depreciation  of, but reaps the benefit of any appreciation in, the value of the
underlying  assets.  As long as the  Policy  remains In Force,  the Policy  will
provide for death proceeds  payable to the Beneficiary upon the Insured's death,
Accumulated Value, surrender rights, and Policy loan privileges. The Policy will
remain In Force so long as Net Cash Value is sufficient  to pay certain  monthly
charges imposed in connection with the Policy, otherwise,  after a grace period,
the Policy  will Lapse  without  value.  (See  "Grace  Period,  Lapse,  No-Lapse
Guarantee, And Reinstatement "). However, the Company guarantees that the Policy
will  remain In Force  during the first  three  Policy  Years as long as certain
requirements related to the required minimum premium are met during those years.
If a Policy  Lapses  while  loans are  outstanding,  certain  amounts may become
subject to income tax and a 10% penalty tax.  (See "Tax Status of the  Policy").
The minimum  Specified  Amount for which the Policy  normally  will be issued is
$50,000 ($10,000 for Issue Ages 65 and over).

The most  important  features  of the Policy,  such as charges  and  deductions,
Accumulated  Value  benefits,  death benefits,  and  calculations of Accumulated
Value, are summarized in the following pages.

Purpose of the  Policy.  The Policy is designed  to provide  lifetime  insurance
benefits and long-term  investment of  Accumulated  Value.  A prospective  Owner
should evaluate the Policy in conjunction with other insurance  coverage that he
or she may  have,  as well as his or her needs for  insurance  and the  Policy's
long-term investment  potential.  It may not be advantageous to replace existing
insurance  coverage  with the  Policy.  In  particular,  replacement  should  be
carefully  considered  if the  decision  to replace  existing  coverage is based
solely on a comparison of Policy illustrations. (see below).

Policy  Benefits.  Two death benefit options are available  under the Policy:  a
level  death  benefit  ("Option  1") and a death  benefit  that may  increase or
decrease  ("Option  2"). The Owner may change the death  benefit  option and the
Specified Amount.  Death Proceeds are available as a lump sum or under a variety
of settlement  options.  (See "Policy Benefits - Death Proceeds").  Supplemental
benefits   and/or  riders  are   available.   (See  "Other  Policy   Provisions,
Definitions").

The Owner may  surrender  the Policy in full at any time.  Declining  contingent
deferred  sales and sales  and  administrative  charges  are  deducted  from the
proceeds  in the event of a full  surrender  during the first ten Policy  years.
(See "Surrender Proceeds Policy Surrender").

Within  limits,  the Owner  also make a partial  surrender  from the  Policy and
obtain a Policy  loan.  The Owner may make a  partial  surrender  so long as the
Specified  Amount  remaining is not less than $40,000 ($8,000 if Issue Age is 65
and over).  Each partial  surrender will be assessed a charge.  (See  "Surrender
Proceeds - Partial  Surrender").  Loans may be taken from amounts up to 80% (90%
for  Virginia  residents)  of Cash  Value,  at an 8%  interest  rate  compounded
annually. (See "Owner's Rights - Policy Loans").

The Owner may transfer  Accumulated  Value between and among the Subaccounts and
the Interest Bearing  Account.  The Owner may make four transfers a year without
charge. (See "Owner's Rights - Transfer of Values).

The  Separate  Account.  The Owner may  allocate  Net  Premiums to the  Separate
Account, the Interest Bearing Account, or both. The Separate Account consists of
nine  Subaccounts.  Each Subaccount  invests in the  corresponding  portfolio or
series of Ultra Series Fund, T. Rowe Price International  Series,  Inc., and the
MFS Variable Insurance Trust.

The Interest Bearing  Account.  As an alternative to the Separate  Account,  the
Owner may allocate or transfer all or a portion of the Accumulated  Value to the
Interest Bearing Account,  which guarantees a specified  minimum rate of return.
(See "Interest Bearing Account").

Premiums.  There is an initial premium required by the Policy.  Thereafter,  the
Owner may select an annual premium plan,  and pay premiums in accordance  with a
schedule.  The Owner may vary the amount and frequency  and skip planned  annual
payments. (See "Premiums - Flexibility of Premiums").

The initial  premium and the minimum  premium  depend on the Insured's age, sex,
and risk class, Specified Amount selected, and any supplemental riders. Premiums
after the initial  premium may be paid at any time while the Policy is In Force,
within limits. (See "Premiums - Flexibility of Premiums").

Illustrations.  Illustrations  in this prospectus or used in connection with the
purchase of a Policy are based on hypothetical rates of return.  These rates are
not  guaranteed.  They are  illustrative  only and  should not be  considered  a
representation  of past or future  performance.  Actual  rates of return  may be
higher or lower than those  reflected in Policy  illustrations,  and  therefore,
actual Policy values will be different from those illustrated.

Tax Considerations. The Company intends for the Policy to satisfy the definition
of a life  insurance  contract  under  Section  7702 of Code.  A Policy may be a
"modified endowment contract" under federal tax law depending upon the amount of
premiums made in relation to the Death Benefit  provided  under the Policy.  The
Company will  monitor  Policies and will attempt to notify you on a timely basis
if your Policy is in jeopardy of  becoming a modified  endowment  contract.  For
further  discussion  of the tax status of a Policy and the tax  consequences  of
being treated as a life insurance contract or a modified endowment contract, see
"Federal Income Tax Matters."

Cancellation Privilege. For a limited time after the Policy is issued, the Owner
may cancel the Policy and receive a refund.  This refund will equal  Accumulated
Value on the date the Company receives the returned Policy, plus any charges the
Company deducted,  minus any Policy Indebtedness.  A refund will equal the exact
amount of premiums  paid if  required by  applicable  state law.  (See  "Owner's
Rights - Right-to-Examine Period").

Conversion/Exchange  Right.  At any time within 24 months  after the Issue Date,
the Owner may  exchange  the  Policy  for a policy of  permanent  fixed  benefit
insurance  or for any other  policy  that the  Company may agree to issue on the
life of the Insured.  The Owner also may transfer without charge on the exchange
date, any portion of the Net Cash Value of the original Policy as premium to the
new policy. (See - "Owner's Rights - Conversions/Exchange Privilege").

Charges and Expenses.

State Taxes.  A charge is deducted  from premium  payments to cover state taxes.
The charge deducted is equal to the actual amount of Premium Tax (or tax in lieu
of Premium Tax) in the Owner's state of residence.  (See "Charges and Deductions
- - State Premium Taxes").

Monthly  Deductions.  The Monthly  Deductions,  are deducted from Net Cash Value
(or, in limited  circumstances,  the Deferred  Charges  Account) on each Monthly
Day. The Monthly  Deductions  equal the sum of a cost of insurance  charge,  the
cost of additional insurance riders and benefits, if any, a policy fee of $3 per
month for  Policies  with  Issue  Ages  0-19 and $6 per month for all  remaining
Policies,  and an  administrative  fee which equals $.45 per thousand dollars of
Specified  Amount per year. The  administrative  fee is assessed only during the
first 10 Policy years, or on an increase in Specified  Amount,  during the first
10 years after the increase. (See "Charges and Deductions - Monthly Deduction").

Daily  Charges.  Mortality  and expense risk  charges are  assessed  against net
assets (whether held in the Subaccounts  and/or Interest  Bearing Account) equal
on an annual basis,  to .9% of the average  daily net assets.  (See "Charges and
Deductions Mortality and Expense Risk Charge").

Fund  Expenses.  Fund  expenses  are  described in the Fund  prospectuses  which
accompany this prospectus.
    

         Annual Fund Expenses
         (as percentage of average net assets)

         Capital Appreciation Stock Fund
         Management Fees ..............................................0.80%
         Other Expenses ...............................................0.01%
         Total Annual Fund Expenses....................................0.81%

         Growth and Income Stock Fund
         Management Fees ..............................................0.60%
         Other Expenses ...............................................0.01%
         Total Annual Fund Expenses....................................0.61%

         Balanced Fund
         Management Fees ..............................................0.70%
         Other Expenses ...............................................0.01%
         Total Annual Fund Expenses....................................0.71%

         Bond Fund
         Management Fees ..............................................0.55%
         Other Expenses ...............................................0.01%
         Total Annual Fund Expenses....................................0.56%

         Money Market Fund
         Management Fees ..............................................0.45%
         Other Expenses ...............................................0.01%
         Total Annual Fund Expenses....................................0.46%

         Treasury 2000
         Management Fees...............................................0.45%
         Other Expenses................................................0.00%
         Total Annual Fund Expenses....................................0.45%

         International Stock Portfolio
         Management Fees ..............................................1.05%
         Other Expenses................................................0.00%
         Total Annual Fund Expenses....................................1.05%

   
         MFS World Governments Series
         Management Fees ..............................................0.75%
         Other Expenses (after expense limitation)(1)..................0.25%(2)
         Total Annual Fund Expenses (after expense limitation).........1.00%

         MFS Emerging Growth Series
         Management Fees...............................................0.75%
         Other Expenses (after expense limitation)(1)..................0.12%
         Total Annual Fund Expenses (after expense limitation).........0.87%


(1)  These Series have an expense offset  arrangement  which reduces the Series'
     custodian  fee based upon the amount of cash  maintained by the Series with
     its custodian and dividend  disbursing agent, and may enter into other such
     arrangements and directed brokerage arrangements (which would also have the
     effect of reducing the Series'  expenses).  Any such fee reductions are not
     reflected under "Other Expenses".

(2)  The annual expenses listed for the MFS World Governments  Series are net of
     certain  reimbursements by its investment  adviser.  The investment adviser
     has agreed to bear,  subject to  reimbursement,  until  December  31, 2004,
     expenses of the World  Governments  Series such that the Series'  aggregate
     operating  expenses do not exceed  1.00%,  on an annualized  basis,  of its
     average daily net assets. See "Information  Concerning Shares of The Series
     - Expenses" in the prospectus of the MFS World Governments  Series. For the
     1997 fiscal year, absent this expense arrangement, the "Other Expenses" and
     the "Total  Annual  Fund  Expenses"  shown  above  would be .40% and 1.15%,
     respectively.

Partial Surrender  Charge.  Each partial surrender is assessed a charge equal to
the lesser of $25 or 2% of the amount surrendered.

Contingent  Deferred  Charges.  Contingent  deferred  sales  and  administrative
charges are assessed upon full surrender of Policy.  The charges vary by the age
of Insured at issue,  sex, and smoking  status.  In no instance will the charges
exceed 30% of the lesser of premiums paid or the guideline annual premium of the
Policy.  (See  "The  Policy  -  Contingent  Deferred  Sales  and  Administrative
Charges").

Transfer Fee.  After the fourth  transfer in an Policy year, an Owner is charged
$20 per  transfer  for  Accumulated  Value  transferred  between  and  among the
Subaccounts  and the Interest  Bearing  Account.  (See "Charges and Deductions -
Transfer Fee").

Owner Inquiries. If you have questions, you may write or call the Company at its
Home Office, 2000 Heritage Way, Waverly, Iowa 50677, 1-800-798-5500.


                                   THE COMPANY
    

CUNA Mutual Life Insurance  Company is a mutual life insurance company organized
under  the laws of Iowa in 1879 and  incorporated  on June  21,  1882.  The Home
Office of the Company is located at 2000 Heritage Way, Waverly,  Iowa 50677. The
Company,  organized  as a fraternal  benefit  society  with the name "Mutual Aid
Society of the Evangelical Lutheran Synod of Iowa and Other States," changed its
name to "Lutheran  Mutual Aid Society" in 1911, and reorganized as a mutual life
insurance company called "Lutheran Mutual Life Insurance  Company" on January 1,
1938.  On December 28, 1984,  the Company  changed its name to "Century  Life of
America."  On January 1, 1997 the Company  changed its name to "CUNA Mutual Life
Insurance Company."

On July 1, 1990,  the Company  entered  into a permanent  affiliation  with CUNA
Mutual Insurance  Society ("CUNA Mutual"),  5910 Mineral Point Road,  Madison WI
53705. The terms of an Agreement of Permanent  Affiliation provide for extensive
financial  sharing  between  the  Company  and CUNA  Mutual of  individual  life
insurance business through  reinsurance  arrangements,  the joint development of
business  plans and  distribution  systems for  individual  insurance  and other
financial service products within the credit union movement,  and the sharing of
certain  resources and facilities.  At the current time, all of the directors of
the Company are also  directors of CUNA Mutual and many of the senior  executive
officers  of  the  Company  hold  similar   positions  with  CUNA  Mutual.   The
affiliation,  however,  is not a merger or consolidation.  Both companies remain
separate  corporate  entities and their  respective  Owners  retain their voting
rights.  CUNA Mutual and its subsidiaries and affiliates,  including the Company
are referred to herein as "CUNA Mutual Group."

   
As of December  31,  1997,  the Company had more than $3.4 billion in assets and
$13.3 billion of life insurance In Force.  Effective  March 17, 1997 and through
the  date of this  Prospectus,  A.M.  Best  rated  the  Company  A  (Excellent).
Effective  February  11, 1997 and through  the date of this  Prospectus,  Duff &
Phelps rated the Company AA. These are the most recent  ratings  available as of
the date of this  Prospectus.  Periodically,  the  rating  agencies  review  our
ratings.  To obtain our current ratings,  contact the Company at the address and
telephone number shown on the first page of this Prospectus.

The objective of A.M. Best's rating system is to evaluate the factors  affecting
overall  performance  of an  insurance  company.  Then  provide  an opinion of a
company's  financial  strength and ability to meet its  contractual  obligations
relative to other  companies  in the  industry.  The  evaluation  includes  both
quantitative  and  qualitative  analysis of a company's  financial and operating
performance.

Duff & Phelps Credit Rating Co. rates insurance companies on their claims paying
abilities. It bases these ratings on its assessment of the economic fundamentals
of  the  company's  principal  lines  of  business,  the  company's  competitive
position, the company's management  capability,  the relationship of the company
to its affiliates and the company's asset and liability management practices.

The Company and CUNA Mutual are members of the Insurance  Marketplace  Standards
Association  (IMSA).  IMSA is a newly formed independent  industry  organization
dedicated  to  the   practice  of  high   ethical   standards  in  the  sale  of
individually-sold life insurance and annuity products. IMSA members have adopted
policies and procedures that  demonstrate a commitment to honesty,  fairness and
integrity in all customer  contacts  involving  sales and service of  individual
life insurance and annuity products.

The Company and CUNA Mutual Investment  Corporation each own a one-half interest
in CIMCO Inc. (the  investment  adviser to the Ultra Series  Fund).  CUNA Mutual
owns CUNA Mutual Investment Corporation. CUNA Mutual Investment Corporation owns
CUNA Brokerage Services, Inc.

                              THE SEPARATE ACCOUNT

The Separate  Account was  established  by the Company on August 16,  1983.  The
Separate  Account  will receive and invest Net Premium  payments  made under the
Policy.  In  addition,  the  Separate  Account may  receive and invest  purchase
payments for other variable life insurance  policies issued now or in the future
by the Company.

Although the assets in the Separate Account are the property of the Company, the
assets in the Separate  Account  attributable to the Policies are not chargeable
with  liabilities  arising  out of any  other  business  which the  Company  may
conduct.  The assets of the Separate  Account are available to cover the general
liabilities of the Company only to the extent that the Separate Account's assets
exceed  its  liabilities  arising  under the  Policies  and any  other  policies
supported by the Separate Account.  The Company has the right to transfer to the
general  account  any  assets  of the  Separate  Account  which are in excess of
reserves and other  contract  liabilities.  The Company has placed seed money in
the  Treasury  2000  Separate  Account and  reserves  the right to withdraw  it.
Periodically,  the Separate  Account makes payments to the Company for mortality
and expense charges.
    

The Separate  Account is divided  into  Subaccounts.  In the future,  additional
Subaccounts  may be added.  Each Subaccount  invests  exclusively in shares of a
single corresponding Fund. The income, gains and losses, realized or unrealized,
from the assets  allocated to each Subaccount are credited to or charged against
that  Subaccount  without  regard  to  income,  gains or  losses  from any other
Subaccount.

   
The  Separate  Account has been  registered  with the  Securities  and  Exchange
Commission  ("SEC") as a unit investment trust under the Investment  Company Act
of 1940 ("1940 Act") and meets the  definition  of a Separate  Account under the
federal securities laws.  Registration with the SEC does not involve supervision
of the management,  investment practices, or policies of the Separate Account or
of the Company by the SEC. The  Separate  Account is also subject to the laws of
the State of Iowa which regulate the operations of insurance companies domiciled
in Iowa.

The Company  does not  guarantee  the  investment  performance  of the  Separate
Account.  Accumulated  Value of  Policies  will vary daily with the value of the
assets under the Separate  Account and,  depending upon the death benefit option
chosen.  The Death Proceeds may also vary with the value of the assets under the
Separate  Account.  To the extent that the Death Proceeds payable upon the death
of the Insured  exceed the  Accumulated  Value of the Policy,  such  amounts are
general obligations of the Company and payable out of the general account of the
Company.

The Company may, from time to time, offer other policies which may be similar to
those  offered  herein.  The Company  will act as custodian of the assets of the
Separate Account.

                                    THE FUNDS

The  Separate  Account  invests  in shares  of  open-end  management  investment
companies of the series type with one or more  investment  portfolios or series.
Each investment  company is registered with the SEC. Such  registration does not
involve supervision of the management,  investment practices, or policies of the
investment company by the SEC.

The Separate  Account has invested and will continue to invest in Class Z shares
of the Ultra Series  Fund.  The Separate  Account,  CUNA Mutual Group  qualified
retirement   plans,  and  two  other  separate   accounts  of  the  Company  are
shareholders of the Ultra Series Fund. Other Separate Accounts of the Company or
separate accounts of other affiliated and unaffiliated life insurance  companies
and  qualified  retirement  plans may also invest in the Ultra Series Fund.  The
Separate Account also invests in shares of the MFS Variable  Insurance Trust and
the T. Rowe Price International Series, Inc.

The Ultra Series Fund  currently has six Funds  available as investment  options
under the Policies.  The T. Rowe Price  International  Series, Inc. has one Fund
available as an investment option under the Policy.  The MFS Variable  Insurance
Trust has two Funds available as investment options under the Policies.  The MFS
Variable  Insurance  Trust also has other funds that are not available under the
Policy.  All three investment  companies may, in the future,  create  additional
funds that may or may not be available as investment options under the Policies.
Each Fund has its own investment objectives and policies.  The income, gains and
losses for each Fund are determined separately for that Fund.

The investment  objectives and policies of each Fund are summarized below. There
is no assurance that any Fund will achieve its stated objectives.  More detailed
information,  including a description of risks and expenses, may be found in the
prospectuses for the Ultra Series Fund, the T. Rowe Price International  Series,
Inc. and the MFS Variable  Insurance Trust which follow this  prospectus.  These
prospectuses should be read carefully and retained for future reference.
    

Ultra Series Fund

The Ultra Series Fund is a series fund with two classes of shares within each of
six investment portfolios.  Class C shares are offered to unaffiliated insurance
company separate accounts and unaffiliated  qualified  retirement plans. Class Z
shares  are  offered to CUNA  Mutual  Group  affiliates  separate  accounts  and
qualified retirement plans. Currently, the Ultra Series Fund offers six Funds as
investment options under the Policies.

Capital  Appreciation  Stock  Fund.  This Fund seeks a high  level of  long-term
growth of capital.  It pursues this  objective  by  investing in common  stocks,
including  those of smaller  companies and of companies  undergoing  significant
change.

Growth and Income Stock Fund. This Fund seeks  long-term  growth of capital with
income as a secondary  consideration.  It pursues this objective by investing in
common stocks of companies  with  financial  and market  strengths and long-term
records of performance.

Balanced Fund.  This Fund seeks a high total return  through the  combination of
income and capital  growth.  It pursues this objective by investing in the types
of common stocks owned by the Capital  Appreciation  Stock and Growth and Income
Stock  Funds,  the type of bonds  owned by the Bond Fund,  and the type of money
market instruments owned by the Money Market Fund.

Bond Fund. This Fund seeks a high level of current  income,  consistent with the
prudent  limitation  of  investment  risk,  through  investment in a diversified
portfolio of  fixed-income  securities  with  maturities  of up to 30 years.  It
principally invests in securities of intermediate term maturities.

Money  Market  Fund.  This Fund  seeks high  current  income  from money  market
instruments consistent with preservation of capital and liquidity. An investment
in the  Money  Market  Fund  is  neither  insured  nor  guaranteed  by the  U.S.
Government. There can be no assurance that the Money Market Fund will be able to
maintain a stable Net Asset Value of $1.00 per share.

Treasury 2000 Fund. The  investment  objective of this Fund is to provide safety
of  capital  and  a  relatively  predictable  payout  upon  Portfolio  Maturity,
primarily by investing in Stripped  Treasury  Securities.  The Stripped Treasury
Securities held by this Fund mature November 15, 2000.

CIMCO Inc.  serves as  investment  adviser to the Ultra  Series Fund and manages
assets in accordance  with general  policies and  guidelines  established by the
board of trustees of the Ultra Series Fund. One half of CIMCO Inc.'s outstanding
common stock is owned by the Company and one half indirectly by CUNA Mutual.

T. Rowe Price International Series, Inc.

T. Rowe Price International  Series, Inc. currently has one investment portfolio
or Fund available as an investment option under
the Policies.

International  Stock  Portfolio.  This Fund  seeks  long-term  growth of capital
through  investments  primarily  in  common  stocks  of  established,   non-U.S.
companies.

Rowe Price-Fleming International, Inc. ("RPFI") serves as the investment adviser
to the  International  Stock Portfolio and manages its assets in accordance with
general policies and guidelines  established by the board of directors of the T.
Rowe  Price  International  Series,  Inc.  RPFI was  founded  in 1979 as a joint
venture  between T. Rowe Price  Associates,  Inc.  and Robert  Fleming  Holdings
Limited.

MFS Variable Insurance Trust

The MFS Variable  Insurance Trust  currently has two investment  series or Funds
available as investment options under the Policies.

MFS World  Governments  Series.  This Fund seeks not only  preservation but also
growth of capital, together with moderate current income.

MFS Emerging Growth Series.  This Fund seeks long-term growth of capital through
investments primarily in common stocks of emerging growth companies.

Massachusetts  Financial  Services  Company  ("MFS")  serves  as the  investment
adviser to the MFS World  Governments  Series and MFS Emerging Growth Series and
manages  its  assets  in  accordance   with  general   policies  and  guidelines
established by the board of trustees of the MFS Variable Insurance Trust. MFS is
a subsidiary of Sun Life Assurance Company of Canada (U.S.) which, in turn, is a
wholly owned subsidiary of Sun Life Assurance Company of Canada.

Availability of the Funds

   
The Separate  Account  purchases shares of  International  Stock Portfolio,  MFS
World  Governments  Series,  and MFS Emerging  Growth Series in accordance  with
separate  participation  agreements  between  the  Company  and  T.  Rowe  Price
International Series, Inc. and MFS Variable Insurance Trust, as appropriate. The
termination provisions of these agreements vary and are summarized below.
    

The agreement between the Company and T. Rowe Price  International  Series, Inc.
(and its principal  underwriter)  provides for  termination as it applies to any
Fund covered by the agreement:

(1)  by any party upon six months prior written notice to the other parties,  or
     in the event that (subject to certain  conditions)  formal  proceedings are
     initiated  against any other party by the SEC or another  regulator,  or in
     the event that any other  party  suffers a material  adverse  change in its
     business, operations,  financial condition or prospects or suffers material
     adverse publicity,

(2)  by the Company  upon written  notice to the other  parties if shares of the
     Fund are not reasonably  available to meet the requirements of the Policies
     or are not registered, issued or sold in conformity with applicable laws or
     such  laws  preclude  the use of such  shares as  investment  media for the
     Policies,

(3)  by the Company upon written  notice to the other  parties in the event that
     the  Fund  fails  to  meet  certain  Code  requirements  described  in  the
     agreement,

(4)  by  the  T.  Rowe  Price  International   Series,  Inc.  or  its  principal
     underwriter upon 45 days written notice to the Company, and

(5)  by  the  T.  Rowe  Price  International   Series,  Inc.  or  its  principal
     underwriter  upon  written  notice to the  Company  in the  event  that the
     Policies fail to meet certain Code requirements described in the agreement.

The agreement between the Company and the MFS Variable  Insurance Trust (and its
investment  adviser)  provides for termination as it applies to any Fund covered
by the agreement:

(1)  by any party upon six months prior written notice to the other parties,  or
     in the event that (subject to certain  conditions)  formal  proceedings are
     initiated  against  any other  party by the SEC or  another  regulator,  or
     (subject  to  certain  conditions)  in the event  that the  Company  should
     substitute shares of another Fund for the Fund,

(2)  by any party upon written notice to the other parties in the event that any
     other party suffers a material adverse change in its business,  operations,
     financial condition or prospects or suffers material adverse publicity,  or
     in the event that another  party  materially  breaches any provision of the
     agreement,

(3)  by the Company upon prompt written notice to the other parties if shares of
     the Fund are not  reasonably  available  to meet  the  requirements  of the
     Policies or are not appropriate funding vehicles for the Policies, and

(4)  upon  assignment  of the  agreement by any party  unless the other  parties
     agree in writing to the assignment.

If a participation agreement terminates, the Separate Account may not be able to
purchase  additional shares of the Fund(s) covered by that agreement.  Likewise,
in  certain  circumstances,  it is  possible  that  shares  of a Fund may not be
available to the Separate Account even if the participation  agreement  relating
to that Fund has not been terminated.  In either event, Owners will no longer be
able to allocate  purchase  payments or transfer  Policy value to the Subaccount
investing in that Fund.

Resolving Material Conflicts

Ultra Series Fund. The Ultra Series Fund may sell shares to the Separate Account
and to other separate accounts of the Company and to affiliated and unaffiliated
insurance  company  separate  accounts  supporting  individual  variable annuity
contracts  and to variable  annuity  contracts  sold solely in  connection  with
qualified retirement plans (annuity contracts).  Currently, the Company does not
foresee any  disadvantages  to Owners arising from the sale of shares to support
such  annuity  contracts  or that would  arise if the Ultra  Series Fund were to
offer its shares to support  products  other than the  Policies and such annuity
contracts.  However, the management of the Ultra Series Fund will monitor events
in order to identify any material  irreconcilable  conflicts that might possibly
arise

(1)  as a result of the Ultra  Series Fund  offering  its shares to support both
     the Policies and such annuity contracts,

(2)  as a result  of the Ultra  Series  Fund  offering  its  shares  to  support
     products other than the Policies or such annuity contracts or

(3)  is a result of the sale of its shares to qualified retirement plans.

In the event of such a conflict,  the Company would  determine  what action,  if
any,  should be taken in response to the conflict.  In addition,  if the Company
believes that Ultra Series Fund's  response to any such conflict  insufficiently
protects  Owners,  it  will  take  appropriate  action  on  its  own,  including
withdrawing the Separate Account's investment in the Ultra Series Fund.

The T. Rowe Price  International  Series,  Inc. and the MFS  Variable  Insurance
Trust. The T. Rowe Price  International  Series,  Inc. currently sells shares of
the  International  Stock  Portfolio  to the  Separate  Account  and to separate
accounts of life insurance  companies not affiliated with the Company to support
other variable  annuity  contracts.  The MFS Variable  Insurance Trust currently
sells shares of its MFS World Governments  Series and MFS Emerging Growth Series
to Separate  Accounts of the Company  for  annuity  contracts,  sells  shares to
companies not affiliated with the Company,  and has sold shares to MFS as a seed
money  investment.  Shares of both the  International  Stock Portfolio,  the MFS
World Governments Series and the MFS Emerging Growth Series may in the future be
sold to other  separate  accounts  of the  Company  and  shares of the MFS World
Governments  Series and the MFS Emerging Growth Series may in the future be sold
to  separate  accounts  of  other  affiliated  or  unaffiliated  life  insurance
companies  to  support  other  variable   annuity  or  variable  life  insurance
contracts.  Shares of the MFS World  Governments  Series and MFS Emerging Growth
Series may in the future also be sold to qualified retirement plans.  Currently,
the Company does not foresee any  disadvantages  to Owners arising from the sale
of such shares to support variable life insurance  contracts or variable annuity
contracts of other  companies or to qualified  retirement  plans.  However,  the
management of the T. Rowe Price International  Series, Inc. and the MFS Variable
Insurance  Trust  will each  monitor  events  related  to their Fund in order to
identify any material  irreconcilable  conflicts  that might possibly arise as a
result of such Fund's  offering  its shares to (1) support  both  variable  life
insurance contracts and variable annuity contracts,  or (2) support the variable
life insurance  contracts  and/or variable  annuity  contracts issued by various
unaffiliated  insurance  companies.  In  addition,  the  management  of the  MFS
Variable  Insurance  Trust  will  monitor  the  Trust in order to  identify  any
material  irreconcilable  conflicts that might possibly arise as a result of the
sale of its  shares  to  qualified  retirement  plans.  In the  event  of such a
conflict, the management of the appropriate Fund would determine what action, if
any,  should be taken in response to the conflict.  In addition,  if the Company
believes that the response of the T. Rowe Price  International  Series,  Inc. or
the MFS Variable  Insurance Trust to any such conflict  insufficiently  protects
Owners, it will take appropriate  action on its own,  including  withdrawing the
Separate  Account's  investment in the International  Stock Portfolio or the MFS
World Governments Series or the MFS Emerging Growth Series, as appropriate.

Addition, Deletion or Substitution of Investments

The Company reserves the right, subject to applicable law, to make additions to,
deletions from, or  substitutions  for the shares of a Fund that are held in the
Separate Account or that the Separate  Account may purchase.  If the shares of a
Fund are no longer  available for  investment or if, in the Company's  judgment,
further  investment  in any Fund should  become  inappropriate,  the Company may
redeem the shares,  if any, of that Fund and substitute  shares of another Fund.
The Company will not substitute any shares  attributable to a Policy's  interest
in a Subaccount without notice and prior approval of the SEC and state insurance
authorities, to the extent required by the 1940 Act or other applicable law.

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

In the event of any such  substitution  or change,  the Company (by  appropriate
endorsement,  if necessary) may change the Policy to reflect the substitution or
change.  Affected  Owners will be notified  of such a material  substitution  or
change. If an Owner objects to the change, the Owner may exchange the Policy for
a fixed benefit whole life insurance policy then issued by the Company.  The new
policy  will be  subject  to normal  underwriting  rules  and  other  conditions
determined by the Company.  No evidence of insurability  will be necessary.  The
option to exchange must be exercised  within sixty (60) days of  notification to
the Owner of the  investment  policy  change.  The Owner may also  Surrender the
Policy. (See Section entitled THE POLICY, Policy Benefits Surrender Proceeds.)

If the Company considers it to be in the best interest of Owners, and subject to
any approvals that may be required under  applicable  law, the Separate  Account
may be operated as a management investment company under the 1940 Act, it may be
deregistered under the 1940 Act if registration is no longer required, it may be
combined with other Company separate accounts,  or its assets may be transferred
to another separate account of the Company.  In addition,  the Company may, when
permitted  by law,  restrict or eliminate  any voting  rights of Owners or other
persons who have such rights under the Policies.

                            INTEREST BEARING ACCOUNT

The Interest Bearing Account is an investment option under the Policy.  Premiums
may be allocated and values  transferred to the general  account of the Company.
Assets attributable to the Interest Bearing Account are subject to the claims of
the Company's general  creditors.  Net premiums allocated and values transferred
to the Interest  Bearing Account will earn interest at a rate of no less than 4%
annually,  with the Company  crediting  a higher rate solely at its  discretion.
(See Section entitled THE POLICY, Owner's Rights - Transfer of Values.)

                                   THE POLICY

Policy Benefits

Death Proceeds

Payment of Death  Proceeds.  When the Company  receives  proof of the  Insured's
death in writing on a form satisfactory to the Company, the Company will pay the
Death Proceeds to the  Beneficiary or  Beneficiaries  provided the Policy was In
Force  on the  date of the  Insured's  death.  If no  Beneficiary  survives  the
Insured,  the Death  Proceeds  will be paid to the Owner,  if living,  or to the
Owner's estate.

   
Death  Proceeds  payable to an estate  will be paid in one sum.  Death  Proceeds
payable to other beneficiaries will be paid in one sum unless another settlement
option is selected. If the Owner, Beneficiary, or payee is not a natural person,
any Death Proceeds due will be applied only under settlement  options  consented
to by the Company.
    

Interest  will  accumulate  from the  Insured's  date of death  until a lump sum
payment is made or until a settlement option is effective. Each year the Company
determines the interest rate. The rate will not be less than 3.5% per year.

During the Insured's  lifetime,  the Owner may direct that the Death Proceeds be
paid under one of the settlement options. The written consent of all Irrevocable
Beneficiaries  must be  obtained  prior to the  selection.  After the  Insured's
death, if the Owner did not select a settlement option, any Beneficiary entitled
to receive the proceeds in one sum may select a settlement option.
(See Section entitled THE POLICY, Owner's Rights - Settlement Options.)

An accelerated payment of a portion of the eligible death benefit may be elected
if the Insured is terminally ill. See Section entitled THE POLICY,  Other Policy
Provisions, Definitions - Accelerated Benefit Option.

Death  Benefit  Options 1 and 2. The Owner may select  one of two death  benefit
options.  The  Owner's  selection  will  affect  the Face  Amount,  the  Monthly
Deduction, and the Cash Value. Under either option, Death Proceeds are equal to:

         o the Face Amount on the date of death; plus

         o any premiums received after date of death; minus

         o Policy Indebtedness.

The Face Amount, however, differs under the two death benefit options.

Under death benefit option 1, the Face Amount is the greater of:

         o The Specified Amount, or

         o The  Accumulated  Value on the date of  death  multiplied  by the
           Death Benefit Ratio.

Under death benefit option 2, the Face Amount is the greater of:

         o The Specified  Amount plus the  Accumulated  Value on the date of
           death, or

         o The  Accumulated  Value on the date of death  multiplied by the Death
           Benefit Ratio.

The  Death  Benefit  Ratio is the  ratio of Face  Amount  to  Accumulated  Value
required by the  Internal  Revenue  Code for  treatment  of the Policy as a life
insurance  Policy.  The Death  Benefit  Ratio varies by Attained Age as shown in
Appendix D. The death benefit factor decreases from year to year as the Attained
Age of the Insured increases.

The illustrations in Appendix A show how the death benefit option affects Policy
values.  Illustrations 1, 2, 5 and 6 assume death benefit option 1 is in effect.
Illustrations 3, 4, 7, and 8 assume death benefit option 2 is in effect.

   
The Owner may change from one death  benefit  option to the other.  (See Section
entitled THE POLICY, Owner's Rights - Change of Death Benefit Option.)
    

Minimum Death Benefit Guarantee

   
The minimum death  benefit  guarantee  provides  that a minimum  amount of death
benefit will be paid if, at all times, the sum of the premiums received to date,
less all partial  surrenders and Policy loans,  is at least equal to the monthly
target  premium  multiplied  by the number of months (plus one month) the Policy
has been In Force.  The Target Premium is stated on the  specifications  page of
the Policy and is  determined by dividing the minimum  premium by .60.  Thus, if
the Owner pays a premium at least  equal to the Target  Premium  each year,  the
Policy will remain In Force and the minimum  death  benefit will be paid even if
the Net Cash Value is  insufficient  to pay Monthly  Deductions on a Monthly Day
and the Policy would otherwise  Lapse.  The monthly target premium is the Target
Premium divided by twelve.  The minimum death benefit  guarantee  expires at the
later of Attained Age 65 or 10 years from the Issue Date.

The Target  Premium will be increased or  decreased,  as  appropriate,  when the
Owner  requests the  following:  increase or decrease in the  Specified  Amount,
change in the death benefit option, or adds or deletes riders.
    

If the premiums required to maintain the minimum death benefit guarantee are not
paid, the minimum death benefit guarantee will be lost. Notice of this loss will
be mailed to the  Owner,  after  which  the Owner has 60 days to  reinstate  the
minimum death benefit guarantee by paying premiums sufficient to raise the total
premiums to the required amount.  If the necessary  premiums are not paid within
the  60-day  grace  period,  the  minimum  death  benefit  guarantee  cannot  be
reinstated.

Where the minimum death benefit guarantee is in effect and there is insufficient
Net Cash Value to pay the Monthly  Deduction,  Deferred  Charges will be used to
pay the Monthly  Deduction  during the first nine  Policy  years.  (See  Section
entitled THE POLICY,  Charges and  Deductions -  Contingent  Deferred  Sales and
Administrative  Charges.)  During those years, any Monthly  Deduction  remaining
after  amounts in the  Deferred  Charges  Account  have been  exhausted  will be
waived.  In the 10th Policy year and beyond,  any Monthly Deduction in excess of
the Net Cash Value will be waived. (See Section entitled THE POLICY, Charges and
Deductions Monthly Deduction.)

Surrender Proceeds

   
Policy Surrender. The Owner may Surrender the Policy for its Net Cash Value. The
written consent of all assignees or Irrevocable  Beneficiaries  must be obtained
prior to any partial or total  surrender.  The Company may require the return of
the Policy.
    

The surrender date of the Policy is the date a written  request for surrender is
received at the Home Office in a form satisfactory to the Company and containing
all necessary signatures. The Net Cash Value will be determined as of the end of
the Valuation Period during which the surrender date occurs.  The Policy and all
insurance will terminate as of the surrender date.

To  reimburse  the Company for sales  expenses and Policy  expenses  incurred at
issue, contingent deferred sales and administrative charges ("Deferred Charges")
will be deducted  from the proceeds in the event of a complete  surrender of the
Policy  during the first nine Policy  years.  (See Section  entitled THE POLICY,
Charges and Deductions - Contingent Deferred Sales and Administrative Charges.)

Partial  Surrender.  The Owner may also surrender a portion of the Policy for an
amount less than the full Net Cash Value.  The  effective  date of such  partial
surrender will be the date the partial surrender request is received at the Home
Office. No contingent deferred sales or administrative  charges will be deducted
in the case of a partial surrender,  but a service charge equal to the lesser of
$25 or 2% of the amount  surrendered will be charged for each partial surrender.
The Owner may specify the allocation  percentages  among the  Subaccount(s)  and
Interest  Bearing  Account  from  which  the  surrender  is  to be  made.  If no
specification  is  made,  the  surrendered  amount  will be  withdrawn  from the
Subaccounts  and Interest  Bearing  Account in the same  percentages  as Monthly
Deductions are withdrawn from the Subaccounts and Interest Bearing  Account.  If
there are insufficient values to follow these percentages, the partial surrender
amount will be withdrawn on a pro rata basis based on values in the  Subaccounts
and Interest  Bearing Account.  The partial  surrender fee will be deducted from
amounts  withdrawn from the Subaccounts and the Interest  Bearing Account on the
same pro rata basis unless otherwise directed by the Owner. No partial surrender
will be allowed if the  Specified  Amount  remaining  would be less than $40,000
($8,000 if Issue Age is 65 and over). (For limits applicable to Policies sold to
employee benefit plans, see UNISEX POLICIES.)

Unless the Face Amount  derived  from  application  of the Death  Benefit  Ratio
applies,  under either death benefit  option 1 or option 2, a partial  surrender
will reduce both the Accumulated Value and Face Amount by the amount surrendered
but will not affect the Cost of  Insurance.  Under death  benefit  option 1, the
Specified Amount is also reduced by the same amount, but the Specified Amount is
not changed by a partial surrender under death benefit option 2.

If the Face Amount derived from  application of the Death Benefit Ratio applies,
the  effect  on the  monthly  Cost of  Insurance  and Face  Amount  is  somewhat
different.   The  Face  Amount  is  then  decreased  by  more  than  the  amount
surrendered,  and the monthly  Cost of Insurance is less than it would have been
without the surrender.

Payment  will be made within seven days of the  surrender  or partial  surrender
date unless a suspension  of payments is in effect.  (See  Section  entitled THE
POLICY,  Other Policy  Provisions,  Definitions - Suspension  of Payments.)  For
information on possible tax effects of partial  surrenders see Section  entitled
FEDERAL INCOME TAX MATTERS, Tax Treatment Of Policy Proceeds.

Maturity Proceeds

   
The Policy  matures on the  Policy  Anniversary  following  the  Insured's  95th
birthday.  Coverage  under the Policy  ceases on that  date,  and the Owner will
receive maturity proceeds equal to the Net Cash Value as of that date.
    

Payment of Proceeds

Settlement  options are available for Death Proceeds,  surrender  proceeds,  and
maturity proceeds. (See Section entitled THE POLICY, Owner's Rights - Settlement
Options.)

Policy Values

   
Accumulated  Value. The Accumulated Value of the Policy is the sum of the values
attributable to the Policy in the Loan Account,  Deferred Charges Account,  each
Subaccount, and Interest Bearing Account.  Accumulated Value is determined as of
the end of each  Valuation  Period.  The Loan  Account is part of the  Company's
general  account into which is  transferred an amount equal to any Policy loans.
(See Section  entitled THE POLICY,  Owner's Rights - Policy Loans.) The Deferred
Charges Account is part of the Company's  general account in which Policy values
are held in support  of the  deferred  sales and  administrative  charges.  (See
Section entitled THE POLICY,  Charges And Deductions - Contingent Deferred Sales
and Administrative Charges.)

Accumulated Value will increase whenever there is:
          o    an investment gain in any Subaccount;
          o    interest  credited to the Policy for amounts held in the Deferred
               Charges Account and/or Interest Bearing Account;
          o    interest  credited to the Policy for any loan amounts held in the
               Loan Account;
          o    additional premium paid; or
          o    Policy dividends paid into the Subaccounts.

Accumulated Value will decrease whenever there is:
         o        an investment loss in any Subaccount;
         o        a Monthly Deduction;
         o        a partial surrender; or
         o        a charge  made for  reallocating  Net Cash Value  between  the
                  Subaccounts  or  between  the  Interest  Bearing  Account  and
                  Subaccounts.  The amount  reallocated  would be reduced by the
                  amount of the transfer charge.

Accumulated Value will neither increase nor decrease when:
         o        a Policy loan is either disbursed or repaid; or
         o        amounts are transferred  between any Subaccount and either the
                  Deferred Charges Account or the Loan Account,  or when amounts
                  are transferred among the Subaccounts and the Interest Bearing
                  Account (exclusive of any transfer charge).

The Owner may, at any time, surrender or partially Surrender the Policy for some
or all of its Net Cash  Value  (Accumulated  Value  less  Deferred  Charges  and
Indebtedness).  In addition, the Owner can borrow at any time up to 80% (90% for
Virginia  residents) of the Policy's Cash Value  (Accumulated Value less current
Deferred  Charges).  The  written  consent  of  all  assignees  and  Irrevocable
Beneficiaries,  if any, must be furnished before the Company will release either
loan or surrender proceeds.
    

The value in a  Subaccount  attributable  to a Policy is equal to the  number of
units that the Policy has in each  Subaccount,  multiplied  by the Unit Value of
that Subaccount.  Because the Separate Account purchases shares of the Fund, the
value  of  the   Subaccounts   will   reflect   the   investment   advisory   or
advisory/administrative fee and other expenses incurred by the Fund.

The Unit Value of each Subaccount  (other than the Treasury 2000 Subaccount) was
set at $10 for the first Valuation  Period.  The Unit Value of the Treasury 2000
Subaccount  was originally set at $3.62 per unit. The Unit Value may increase or
decrease from one Valuation Period to the next. The Unit Value will vary between
Subaccounts.

Cash Value.  The Cash Value at any time is equal to the  Accumulated  Value less
any Deferred Charges which would be applicable if the Policy were surrendered at
that time. (See Section entitled THE POLICY, Charges And Deductions - Contingent
Deferred Sales and Administrative Charges.)

Net Cash  Value.  The Net Cash Value at any time is equal to the Cash Value less
any Policy  Indebtedness.  (See Section  entitled THE POLICY,  Owner's  Rights -
Policy  Loans.) This value is equal to the value  attributable  to the Policy in
each  Subaccount and the Interest  Bearing  Account and represents the amount an
Owner would receive upon full surrender of the Policy (see Section  entitled THE
POLICY,  Policy  Benefits - Surrender  Proceeds) or when the Policy matures (see
Section entitled THE POLICY, Policy Benefits Maturity Proceeds).

Unit Value Guarantee

The  Company  guarantees  the  payment of at least $10 per unit of a  Subaccount
which invests in a treasury series if the units are held to Portfolio  Maturity.
The Stripped Treasury Securities held by the Treasury 2000 Series become payable
on (have a Portfolio  Maturity date of) November 15, 2000.  The Company does not
guarantee the Unit Value of any units redeemed prior to Portfolio Maturity.  Any
such unit will be redeemed at a price based on the then current Net Asset Value,
which may be more or less  than the  purchase  price or the  price at  Portfolio
Maturity.  Taking a Monthly  Deduction and transferring  value from a Subaccount
investing in a treasury  series will force a  redemption  and thus void the Unit
Value  Guarantee on those units.  The Company  reserves the right to discontinue
offering  units of a Subaccount  investing  in a treasury  series if shares from
that series become  unavailable  prior to the maturity of the Stripped  Treasury
Securities  in that  series or, if in the  judgment  of the  Company's  Board of
Directors,  further  investment  in such units is no longer  deemed to be in the
best interest of policies  generally within the class represented by the Policy.
When the Treasury 2000 Series portfolio  matures,  the Company will give written
notice to current  Owners of units of the Treasury 2000  Subaccount.  Owners may
transfer Treasury Unit Values to any other Subaccount or to the Interest Bearing
Account. In the absence of a selection by the Owner upon maturity,  value in the
Treasury 2000 Subaccount will be transferred to the Money Market Subaccount.

Premiums

Initial  Premium.  The Initial  Premium  must be paid during the lifetime of the
Insured,  on or before the Issue Date.  All premiums  after the Initial  Premium
must be paid to the Home Office.

Flexibility  of  Premiums.  The Policy  provides  for a planned  annual  premium
determined  by the Owner.  The Owner is not  required to pay  premiums in accord
with the planned schedule. Premiums are generally flexible both as to timing and
amount.  Premiums  must be large  enough to keep the  Policy In Force.  Premiums
after the initial premium may be paid at any time while the Policy is In Force.

The  initial  premium  must be at least  equal to  one-twelfth  (1/12th)  of the
minimum premium.

The minimum premium is the minimum annual amount that, if paid each year for the
first three Policy  years,  will keep the no-lapse  guarantee in effect for that
time. The minimum premium is recorded on the specifications page of the Policy.

The Company  reserves the right to refuse any premium  payment that is less than
$25.

The total of all premiums paid may never exceed the maximum  premium  limitation
determined  by the Internal  Revenue Code for  treatment of the Policy as a life
insurance  Policy.  If at any time a premium is paid which would result in total
premiums exceeding the maximum premium limitation,  the Company will only accept
that portion of the premium which would make total  premiums  equal the maximum.
Any excess  amount will be returned,  and no further  premiums  will be accepted
until the premium maximum increases.

The Company  reserves the right to refuse any premium or part of a premium which
would  increase  the Face  Amount of the  Policy by more than the  amount of the
premium.

No-Lapse Guarantee. If the minimum premium is paid the first three Policy years,
the Policy  cannot Lapse during those years.  (See Section  entitled THE POLICY,
Grace Period, Lapse, No-Lapse Guarantee, and Reinstatement.)

   
Minimum Death Benefit  Guarantee.  If the Target Premium is paid until the later
of Attained  Age 65 or 10 years from the Issue  Date,  the Policy will not Lapse
during those years. (See Section entitled THE POLICY,  Policy Benefits - Minimum
Death Benefit Guarantee.)

Target  Premium.  The  Target  Premium  will  be  shown  on each  Policy.  It is
determined  by  dividing  the  minimum  premium  by .60,  and is  stated  on the
specifications page of the Policy.
    

Net  Premiums.  Net Premiums are premiums paid less any charge for state Premium
Taxes (or taxes in lieu of Premium Taxes).  The amount of this deduction  varies
by amount of  premium  and by state of  residence  of the  Owner.  (See  Section
entitled THE POLICY, Charges And Deductions - State Premium Taxes.)

Allocation of Net Premiums. All Net Premiums are allocated among the Subaccounts
and the Interest Bearing  Account.  The Owner determines what percentages of the
Net Premiums are allocated to each Subaccount and the Interest  Bearing Account.
Any allocation to a Subaccount or the Interest  Bearing Account must be at least
5% of amount transferred, and only whole percentages are permitted.

Allocation of initial premium payments will be handled as follows:

   
If the initial  premium is received  before the Record  Date,  it is held in the
Company's  general  account.  If a Policy is  subsequently  issued,  interest is
credited  on the net  initial  premium  (initial  premium  less charge for State
Premium Tax) at a rate of at least 4% compounded  annually.  The Company may, at
its sole  discretion,  credit  interest  at a rate in excess of 4%. On the first
Valuation Day following the Record Date, this Net Premium plus interest from the
Issue Date, and less Monthly Deductions and amounts held in the Deferred Charges
Account  are  allocated  to the  Subaccounts  of the  Separate  Account  and the
Interest  Bearing  Account  in the  percentages  established  by the  Owner  and
recorded on the application for the Policy.  (See Sections  entitled THE POLICY,
Charges And  Deductions - Monthly  Deduction and  Contingent  Deferred Sales and
Administrative  Charges.)  These  allocation  percentages  apply to  future  Net
Premiums until the allocation is changed by the Owner. (See Section entitled THE
POLICY, Owner's Rights - Change of Allocations.)
    

Charges And Deductions

Charges made by the series funds are discussed in the series funds' Prospectuses
and in their  Statements of Additional  Information  available  from the address
shown on the first page of this  prospectus.  Charges and deductions  from state
Premium Taxes and charges against the Separate  Account and the Interest Bearing
Account are described below:

State  Premium  Taxes.  A deduction  from premiums is made for Premium Taxes (or
taxes in lieu of Premium  Taxes) charged by the state of residence of the Owner.
The state of  residence  of the Owner is  determined  by his mailing  address as
shown on Company records. The initial percentage of reduction for state taxes is
shown on the specifications page of the Policy.

Monthly Deduction. The Monthly Deduction due on each Monthly Day will be the sum
of:

         o the Cost of Insurance for that month; plus

         o the monthly Policy fee; plus

         o the monthly administrative fee; plus

         o the cost of any additional benefits provided by rider, if any.

The Monthly  Deduction is made by redeeming  the number of units (or fraction of
units) in  Subaccounts  (and/or  withdrawing  values from the  Interest  Bearing
Account)  in an amount  equal to the  amount of the  Monthly  Deduction,  except
during the second  through ninth Policy  years,  in which case the amount in the
Deferred Charges Account in excess of the Deferred Charges will be first applied
to the Monthly Deduction.  The excess amount will include interest earned in the
account  and,  when the  Monthly Day falls on a Policy  Anniversary,  the amount
released from the Deferred Charges Account.

On any Monthly Day when there is insufficient  Net Cash Value to pay the Monthly
Deduction and the no-lapse  guarantee or minimum  death benefit  guarantee is in
effect,  the Monthly  Deduction  remaining after the Net Cash Value is exhausted
will be made from the Deferred Charges Account.  If the Deferred Charges Account
balance is insufficient to pay the Monthly Deduction, the Company will waive any
Monthly Deduction remaining after the amount in the Deferred Charges Account has
been depleted.

In the 10th Policy year and beyond,  any Monthly  Deduction in excess of the Net
Cash Value will be waived by the Company if the minimum death benefit  guarantee
is still in effect.

The  Owner  may  specify  what  percentages  of the  Monthly  Deduction  will be
withdrawn from each Subaccount and the Interest Bearing Account. Each withdrawal
from a  Subaccount  or the Interest  Bearing  Account must be at least 5% of the
total  Monthly   Deduction.   Only  whole   percentages  are  permitted.   If  a
specification  is not made, the withdrawals will be made in the same percentages
as premiums  are  currently  allocated  among the  Subaccounts  and the Interest
Bearing Account.

   
Cost of  Insurance.  The Company will  determine a Cost of Insurance  rate to be
used on each  Monthly  Day.  The Cost of  Insurance  rate for the Policy will be
determined by the Insured's  Attained Age, sex, smoker status, and rating class.
(For factors used in unisex Policies, see the Section entitled UNISEX POLICIES.)
Attained Age means Age on the most recent Policy Anniversary.  Cost of Insurance
rate charges will depend on the Company's  expectations  as to future  mortality
experience.  The monthly Cost of Insurance  rate will not exceed the rates shown
in  Table I -  Guaranteed  Maximum  Insurance  Rates  contained  in the  Policy.
However, the Company may charge less than these rates. While not guaranteeing to
do so, the Company intends to charge less than the guaranteed  maximum insurance
rates after the 10th Policy year. The  guaranteed  maximum  insurance  rates are
based on the 1980 CSO Mortality Tables, Age last birthday.
    

If death benefit option 1 has been selected, and if there have been increases in
the Specified Amount,  then the Accumulated Value will be considered first to be
part of the  initial  Specified  Amount.  Any excess  Accumulated  Value will be
considered to be part of the  additional  Specified  Amounts in the order of the
increases.

Monthly  Policy Fee.  The monthly  Policy fee is a fee charged by the Company to
compensate  it for  some of the  administrative  expenses  associated  with  the
Policy.  The fee cannot be  increased.  It is equal to $3 per month for Policies
with Issue Ages of 0-19 and $6 per month for all other Policies. It is not based
on the Specified Amount.

Monthly  Administrative  Fee. An administrative fee of $.45 per thousand dollars
of  Specified  Amount per year will be assessed on a monthly  basis to reimburse
the Company for some of the administrative  expenses associated with the Policy.
On a monthly  basis,  the  administrative  fee  amounts to $.0375  per  thousand
dollars of Specified Amount. The fee is based on the Specified Amount and cannot
be increased  unless the Specified  Amount is changed.  This fee is charged only
during the first 10 Policy  years of the Policy or, on an increase in  Specified
Amount, during the first 10 Policy years after the increase.

The  monthly  administrative  fee,  together  with the  monthly  Policy  fee, is
designed to equitably distribute the administrative costs among all Policies.

Cost of  Additional  Benefits.  The cost of  additional  benefits  will  include
charges  for any  additional  insurance  benefits  added to the Policy by rider.
These charges are for insurance protection, and the amounts will be specified in
the Policy.

   
Mortality  and Expense Risk Charge.  The Company  daily  deducts a mortality and
expense risk charge of .00002466 of the Policy's Net Asset Value in the Separate
Account (and the Policy's  Accumulated  Value in the Interest Bearing  Account),
which is equal on an annual basis to .9% of the daily value of the net assets of
the Separate  Account (and the value in the general account  attributable to the
Interest  Bearing  Account).  The mortality risk assumed is that the Insured may
not live as long as  expected.  The  expense  risk  assumed  is that the  actual
expense   will  be  greater   than  that   assumed.   The  Company  has  primary
responsibility  for all  administration for the Policy, the Separate Account and
the Interest Bearing Account. Such administration  includes, among other things,
Policy issuance,  underwriting,  maintenance of Policy records,  Policy service,
and  all   accounting,   reserves   calculations,   regulatory   and   reporting
requirements,  and audit of the Separate  Account.  If proceeds from this charge
are not  needed to cover  mortality  and  expense  risks,  the  company  may use
proceeds to finance distribution of the Policies.

Contingent  Deferred Sales and Administrative  Charges. To reimburse the Company
for sales  expenses and Policy issue  expenses,  contingent  deferred  sales and
administrative  charges ("Deferred  Charges") will be deducted from the proceeds
in the event of a complete surrender of the Policy during the first ten years. A
chart showing the percentage of Deferred  Charges  remaining at the beginning of
Policy years 2 through 9 is shown below.  The  contingent  deferred sales charge
will be used to offset the expenses  that were incurred in the  distribution  of
the  Policy,   including  but  not  limited  to  representatives'   commissions,
advertising,   sales  materials,   training   allowances,   and  preparation  of
prospectuses for potential purchasers. In no instance will the charge exceed 30%
of the lesser of premiums paid or the guideline annual premium (as defined under
the 1940 Act) of the Policy.
    

The  contingent  deferred  sales and  administrative  charges vary by the Age of
Insured at issue, sex, and smoking status. For a 35-year-old male nonsmoker, the
charges  would be $7.71 per $1,000 of the Specified  Amount of insurance.  For a
50-year-old male nonsmoker,  the charges would be $15.91 per $1,000 of Specified
Amount. For a chart showing how the charges vary, see Appendix B.

The  contingent  deferred  administrative  charge  will be used to  recover  the
first-year costs of underwriting and issuing the Policy.  Although these charges
accrue at the time the Policy is issued,  they are  deferred  until such time as
the  Policy  is  surrendered.  They  are  contingent  in that  they  will not be
collected  unless the Policy is surrendered  during the first nine Policy years.
No Deferred Charges will be deducted from the proceeds in the event of a partial
surrender of the Policy.

The Deferred Charges  generally build up monthly during the first Policy year in
twelve equal increments to the total Deferred Charges. Then the Deferred Charges
decrease  annually after the first year. The percentage of the Deferred  Charges
remaining in each Policy year is:

     Beginning                          Percentage of
     Policy Year               Deferred Charges Remaining
     -----------               --------------------------
             2                                95%
             3                                90%
             4                                85%
             5                                75%
             6                                65%
             7                                50%
             8                                35%
             9                                20%
           10+                                 0%

   
At the time the  Policy is issued,  the first  month's  portion of the  Deferred
Charges  is placed in a  non-segregated  portion of the  general  account of the
Company,  which is referred to as the Deferred Charges Account. This amount will
earn  interest  at a minimum  rate of 4% per annum  with the  Company  crediting
additional interest,  at its option, from time to time. At the next Monthly Day,
taking into account the interest  earned,  the Company  will  transfer  from the
Separate  Account and/or the Interest  Bearing  Account to the Deferred  Charges
Account the amount  necessary to equal the then current Deferred  Charges.  This
withdrawal  will be made in the  same  percentages  as  premiums  are  currently
allocated among the Subaccounts and the Interest Bearing Account.
    

The Company will do the same each month for the first Policy year.  If the Owner
has not  paid  sufficient  premium  to  build  up the  Deferred  Charges  to the
appropriate  level  in  the  first  Policy  year,  additional  amounts  will  be
transferred  out of the Separate  Account  and/or  Interest  Bearing  Account in
Policy years 2 and thereafter  until the Deferred  Charges are at the same level
as if sufficient premiums had been paid in the first year to completely Fund the
Deferred Charges,  and the corresponding  deductions had taken place every year,
as scheduled.

The Company will release on the first  Monthly Day of the second Policy year the
amount in the Deferred Charges Account in excess of 95% of the first Policy year
Deferred  Charges,  taking  into  account  the  interest  earned.  This  process
continues  each  Policy  year until the 10th  Policy year or until the Policy is
surrendered.

The amount in the  Deferred  Charges  Account is  included  in  calculating  the
Accumulated Value of the Policy. The Company will withdraw Deferred Charges from
the Deferred Charges Account only in the following instances:

          o    to pay surrender charges upon full surrender of the Policy;

          o    to release  amounts back to the Separate  Account and/or Interest
               Bearing Account on the second through ninth Policy Anniversaries;
               and

          o    to pay the Monthly  Deduction when there is insufficient Net Cash
               Value  and  the  no-lapse  guarantee  or  minimum  death  benefit
               guarantee is in effect.

In the latter two situations,  allocations  will be made in the same percentages
as premiums  are  currently  allocated  among the  Subaccounts  and the Interest
Bearing Account.

Net Premiums paid  following the payment of the Monthly  Deduction with Deferred
Charges will first be transferred  from the Subaccounts  and/or Interest Bearing
Account to the Deferred Charges Account on the day the premiums are received, to
the extent  necessary to bring the Deferred Charges Account to the same level as
if no Deferred Charges had been used to pay the Monthly  Deduction,  and if on a
Policy  Anniversary,  the  reduction  in  Deferred  Charges  had taken  place as
scheduled. If the premium is paid on a Monthly Day during the first Policy year,
additional  amounts will be transferred  to the Deferred  Charges  Account.  The
process  of  using  Deferred  Charges  to pay the  Monthly  Deduction  and  then
reimbursing  the Deferred  Charges  Account  from the next premium  payment will
continue every Monthly Day that there is insufficient  Net Cash Value to pay the
Monthly  Deduction  and the  no-lapse  guarantee  is in effect or minimum  death
benefit  guarantee  is in effect and the  Policy is not beyond the ninth  Policy
year.

   
Transfer  Fee. An Owner may transfer a Policy's  Accumulated  Value among one or
more of the Subaccounts and the Interest Bearing Account. Currently, the Company
allows four  transfers  in each  Policy  year  without  charge.  For  subsequent
transfers in any given year,  the Company may deduct up to $20 per transfer from
the amount  transferred.  (See  Section  entitled THE POLICY,  Owner's  Rights -
Transfer of Values.)
    

Federal and State Income  Taxes.  Other than Premium Taxes (and taxes in lieu of
Premium Taxes) no charges are currently made against the Separate Account and/or
Interest  Bearing  Account for federal or state income  taxes.  In the event the
Company should  determine  that any such taxes will be imposed,  the Company may
make deductions from the Separate Account and/or Interest Bearing Account to pay
such taxes.

   
Duplicate  Policy Charge.  You can obtain a  certification  of your policy at no
charge. There will be a $30 charge for a duplicate policy.

Grace Period.
    

If the Net Cash Value on any Monthly  Day is less than the amount  needed to pay
the Monthly  Deduction,  and the  no-lapse  guarantee or minimum  death  benefit
guarantee is not in effect, the Company will mail a notice of termination to the
Owner. A grace period of 61 days will begin on the date the notice is mailed. To
avoid the Policy lapsing at the end of the grace period,  the Owner must pay, by
the 61st day,  sufficient  premium to increase the Net Cash Value to zero by the
end of the grace  period,  or if prior to the third  Policy  Anniversary  and no
requested  increase in Specified Amount was made, either the above amount or the
amount needed to qualify for the no-lapse guarantee. In addition to allowing the
Policy to remain In Force,  payment  of the latter  amount  will  reinstate  the
no-lapse guarantee.

Lapse.

If the premium due is not paid  during the grace  period,  the Policy will Lapse
without value. If the Insured dies during the grace period,  the overdue charges
will be deducted from the Death Proceeds.

No-Lapse Guarantee.

If at all times  during the first  three  Policy  years the sum of the  premiums
received to date,  less all partial  surrenders and Policy  Indebtedness,  is at
least equal to the monthly  minimum  premium  multiplied by the number of months
(plus one month) the Policy has been In Force,  the Policy will not Lapse,  even
if the Net  Cash  Value  is less  than  the  amount  needed  to pay the  Monthly
Deduction on the Monthly Day. The monthly minimum premium is the minimum premium
(the minimum  annual amount needed each year during the first three Policy years
to keep the  no-lapse  guarantee  in  effect)  divided  by 12. If any  requested
increase in Specified  Amount is made during the first three Policy  years,  the
no-lapse guarantee is voided.

In cases where the no-lapse guarantee is in effect and there is insufficient Net
Cash Value to pay the Monthly  Deduction,  Deferred  Charges will be used to pay
the Monthly Deduction.  (See Section entitled THE POLICY, Charges And Deductions
- - Contingent  Deferred Sales and Administrative  Charges.) Any Monthly Deduction
remaining  after the Deferred  Charges have been exhausted will be waived by the
Company.  (See  Section  entitled THE POLICY,  Charges And  Deductions - Monthly
Deduction.)

Reinstatement.

The Owner may ask to have a Lapsed Policy reinstated. Reinstatement will be made
based upon the original terms of the Policy if the following conditions are met:

          o    the Owner  requests  the Company to reinstate  the Policy  within
               five years after the end of the grace period;

          o    the request is in writing;

          o    satisfactory  evidence  of  insurability  must be provided to the
               Company (the Cost of Insurance rates following reinstatement will
               be based upon the risk classification of the reinstated Policy);

          o    the amount  sufficient  to increase the Net Cash Value to zero by
               the end of the grace  period,  assuming  no  investment  gains or
               losses, is paid;

          o    the Owner pays the amount of the  Monthly  Deductions  due on the
               first three  Monthly Days after the  reinstatement  is effective;
               and

          o    the Owner pays an amount equal to the difference between Deferred
               Charges  on the date of Lapse  and  Deferred  Charges  on date of
               reinstatement, if greater than zero, computed as if the Lapse had
               not  occurred  (this  amount will be  reinstated  in the Deferred
               Charges Account).

   
The reinstatement will become effective  immediately upon the Company's approval
of the  reinstatement.  The  Company  will  reinstate  Accumulated  Value to the
Deferred  Charges  Account  in an amount  equal to the  lesser  of the  Deferred
Charges on date of Lapse or Deferred Charges on date of reinstatement,  computed
as if the Policy had not Lapsed. The Deferred Charges thereafter will grade down
as if the Lapse had not occurred.

Owner's Rights

Right-to-Examine Period

The Owner may cancel the Policy on the latest of the following three events:

          o    45 days after the date of the application;

          o    20 days after the Company has personally delivered or has sent to
               the Owner by first class mail the Policy and a Notice of Right of
               Withdrawal; or,

          o    20 days after the Owner receives the Policy.

To  cancel  the  Policy,  the  Owner  must  mail or  deliver  the  Policy to the
representative who sold it or to the Company at its Home Office. The refund will
include:

          o    All Charges for State Taxes deducted from premiums; plus

          o    total amount of Monthly Deductions; plus

          o    any other charges taken from Accumulated Value; plus

          o    the  Accumulated  Value  on the  date the  Company  receives  the
               returned Policy; minus

          o    any Policy Indebtedness.

If there is an increase in Specified  Amount and such increase is not the result
of the Automatic  Increase  Rider or change in death benefit  option,  the Owner
will be granted a right-to-examine  period, as set forth for a new Policy,  with
respect to the increase.  The Owner may request a  cancellation  of the increase
during the  right-to-examine  period.  The Owner will than  receive a refund (if
actual payment was received) or a credit.  A credit will be made to the Policy's
Accumulated  Value allocated among the Subaccounts and Interest  Bearing Account
as if it were Net Premium,  equal to all Monthly Deductions  attributable to the
increase in Specified  Amount,  including rider costs arising from the increase.
The refund or credit will be made within  seven days after the Company  receives
the request for  cancellation on the  appropriate  form containing all necessary
signatures.  Net  Premiums  paid upon  application  of and after an  increase in
Specified  Amount  will be  allocated  to the  Subaccounts  and/or the  Interest
Bearing Account and will not be refunded following cancellation of the increase.
Owners  who  request an  increase  in  Specified  Amount  should  take this into
consideration  in  deciding  whether  to make any  premium  payments  during the
right-to-examine  period for the  increase.  (See  Section  entitled THE POLICY,
Owner's Rights - Change of Specified Amount.)
    

Policy Loans

Application  For Loan.  The Owner can borrow  against the Policy an amount up to
80% (90% for Virginia  residents) of the Cash Value.  The written consent of all
assignees and  Irrevocable  Beneficiaries  must be obtained  prior to the Policy
loan. The Policy will be sole security for the Policy loan.

The loan  date is the date a  written  loan  request  containing  the  necessary
signatures is received at the Home Office by the Company. The loan value will be
determined  as of the loan date.  Payment  will be made within seven days of the
loan date unless a suspension of payment is in effect. (See Section entitled THE
POLICY, Other Policy Provisions, Definitions - Suspension of Payments.)

An  amount  equal to the loan  will be  withdrawn  from the  Subaccounts  and/or
Interest  Bearing  Account and transferred to the Loan Account until the loan is
repaid.  The Subaccounts and/or Interest Bearing Account may be specified by the
Owner.  If no  specification  is made,  the loan amount will be withdrawn in the
same  percentages as Monthly  Deductions are withdrawn from the  Subaccounts and
Interest  Bearing  Account.  If the Owner  makes a  specification  but there are
insufficient  values in one or more of the Subaccounts and the Interest  Bearing
Account for withdrawal as the Owner specified, the loan amount will be withdrawn
from all Subaccounts and the Interest  Bearing Account on a pro rata basis based
on values in the Subaccounts and Interest Bearing Account.

Policy  Loan  Interest.  Interest  is payable on Policy  loans at 8%  compounded
annually. This rate is subject to change by the Company.

Interest  accrues on a daily basis from the loan date on Policy loans.  Interest
is due and payable at the end of each Policy year.  If interest is not paid when
due,  an  amount  equal to the  interest  due less  interest  earned on the Loan
Account will be transferred from the Subaccounts and Interest Bearing Account to
the Loan  Account.  The amount of loan  interest  billed will  increase the loan
principal and be charged the same rate of interest as the loan.

Policy  values  transferred  to the Loan  Account  to secure  Policy  loans earn
interest at the rate of 6% compounded annually.

Repayment of Policy Loans. Any Indebtedness may be repaid while the Policy is In
Force  before  the  death of the  Insured  or before  surrender.  As the loan is
repaid,  the amount  repaid  will be  transferred  from the Loan  Account to the
Subaccounts  and  Interest  Bearing  Account in the same manner as premiums  are
allocated.

Transfer of Values

The Owner may  transfer  Accumulated  Value from  certain  Subaccounts  to other
Subaccounts and to the Interest Bearing Account.  A transfer may be requested in
writing or by an authorized telephone transaction. A written request to transfer
amounts  must be made on a form  satisfactory  to the  Company  and  contain the
original signature of the Owner. The written request will take effect on the day
the written notice is received at the Home Office of the Company.

Transfers  from a  Subaccount  to another  Subaccount  or to a Interest  Bearing
Account may be made at any time. The amount  transferred to a Subaccount must be
at least 5% of the amount transferred and must be stated in whole percentages.

Transfers from a Subaccount to the Interest  Bearing  Account may be made at any
time. An Owner may make  transfers  from the Interest  Bearing  Account into the
Subaccounts only during the 30 day period beginning on and immediately following
the Policy Anniversary.

An Owner may transfer values four times per year without charge. The Company may
charge up to $20 per transfer for all additional transfers in any given year.

   
An Owner's  telephone or fax request to transfer  amounts will be honored if the
Owner has a valid telephone and fax authorization on file at the Home Office. An
Owner may change the telephone and fax  authorization  or may request that it be
terminated.  The change or  termination  takes effect when it is received in the
Home Office.
    

The Company will  exercise  reasonable  care to prevent  unauthorized  telephone
transactions. For example, the Company will:

          o    record calls requesting transfers;
          o    ask the caller questions to determine if the caller is the Owner;
          o    transfer  funds only to other  Subaccounts  and to the Interest
               Bearing Account; 
          o    send a written confirmation of each transfer; and 
          o    terminate the telephone  and  fax  authorization  after  receipt
               of a  written request from an Owner.

If the  Company  does  not use  reasonable  procedures  to  determine  that  the
instructions  are  genuine,  the  Company  may be liable  for any  losses due to
unauthorized or fraudulent instructions.  On the other hand, if the Company uses
reasonable  procedures and believes the instructions to be genuine, the Owner is
at risk of loss if someone gives  unauthorized or fraudulent  information to the
Company.

A request to transfer amounts from one or more Subaccounts to other  Subaccounts
and/or the Interest  Bearing Account or from the Interest Bearing Account to one
or more  Subaccounts  which is received prior to 3:00 p.m. Central Standard Time
or the close of the New York Stock  Exchange,  whichever  is earlier,  will take
effect on the day the request is received. Transfer requests received after that
time will be processed the following Valuation Day.

An Owner who is unable to contact  the  Company  by  telephone  must  submit the
transfer request in writing. An Owner is more likely to experience difficulty in
contacting the Company by telephone during periods of drastic economic or market
changes.

The  Company  reserves  the  right to  discontinue  allowing  telephone  and fax
transfers.  In the event the Company  discontinues this privilege,  it will send
written  notice  to all  Owners  who  have  currently  valid  telephone  and fax
authorizations on file. Such  discontinuance  will become effective on the fifth
Valuation Day following mailing of the notice by the Company.

The  Company  further  reserves  the right to  restrict  the ability to transfer
amounts among  Subaccounts  and/or the Interest  Bearing  Account if the Company
feels such action is  necessary to prevent the Owner from being  considered  the
Owner of the assets of the Separate Account.

Dollar Cost Averaging

Through the dollar cost  averaging  program,  an Owner may purchase units of the
Subaccounts  at regular  intervals  in fixed  dollar  amounts.  The fixed dollar
amount will  purchase more units when the value of a Subaccount is low and fewer
units  when the value of a  Subaccount  is high.  Over  time,  the cost per unit
averages out to be not as high as if all  purchases had been made at the highest
cost and not as low as if all purchases had been made at the lowest cost. Dollar
cost averaging  reduces the risk of making  purchases only when prices are high.
It does not assure profit or protect against loss in declining  markets.  Owners
interested in the dollar cost averaging program should consider their ability to
maintain steady purchases at times when prices are low.

   
The dollar cost  averaging  request form permits an Owner to make transfers each
month  from the  Money  Market  Subaccount  to any other  Subaccount  and to the
Interest  Bearing  Account.  The minimum  transfer is $200 per month. The amount
transferred to a Subaccount  must be at least 5% of the amount  transferred  and
must be stated in whole  percentages.  The  transfer  is made on the 20th day of
each month if that day is a Valuation Day. (In general, a Valuation Day is a day
when the New York Stock  Exchange and the Company are open for business.) If the
20th is not a Valuation  Day,  the transfer  will be made on the next  Valuation
Day. Once elected, dollar cost averaging remains in effect until the earliest of
these events: (1) the Money Market Subaccount is depleted to zero; (2) the Owner
cancels the  election  (by written  notice or by telephone or fax if the Company
has the Owner's telephone and fax  authorization  form on file; or (3) for three
successive   months,  the  amount  in  the  Money  Market  Subaccount  has  been
insufficient to implement the dollar cost averaging  instructions  the Owner has
given to the  Company.  The  Company  will  notify  the Owner when  dollar  cost
averaging is no longer in effect. There is no additional charge for using dollar
cost  averaging.  The Company  reserves  the right to  discontinue  offering the
dollar cost averaging facility at any time and for any reason.
    

Change of Allocations

The  allocation of future Net Premiums may be changed by the Owner by requesting
the  change in  writing or by  telephone.  (See  Section  entitled  THE  POLICY,
Premiums  -  Allocation  of  Net  Premiums.)  The  Owner  may  also  change  the
percentages of Monthly  Deductions  withdrawn from each  Subaccount and Interest
Bearing  Account by written request or by telephone.  (See Section  entitled THE
POLICY,  Charges And  Deductions - Monthly  Deduction.)  Any  allocation  to, or
withdrawal  from, a Subaccount and Interest  Bearing Account must be at least 5%
of Net Premiums and only whole percentages are allowed.

   
Changes in  allocation of Net Premiums and  withdrawal of the Monthly  Deduction
which are  requested by telephone or fax will be honored  provided the Owner has
telephone or fax authorizations on file at the Home Office of the Company.  (See
Section entitled THE POLICY, Owner's Rights - Transfer of Values.)
    

A telephone or fax request to change  allocation  of premiums  will be effective
with the first  premium  payment on or following the date the request for change
is  received  at the Home  Office  of the  Company.  A  request  to  change  the
allocation of withdrawal  of Monthly  Deductions  will be effective on the first
Monthly Day on or following  the date the request is received at the Home Office
of the Company.

Change of Death Benefit Option

The Owner may change the death  benefit  option  which is in effect.  The change
will become  effective on the Monthly Day next occurring after a written request
is  received  at the Home  Office.  The  Company  reserves  the right to require
evidence of insurability as a condition to change the death benefit option.

   
If the  change is from death  benefit  option 1 to death  benefit  option 2, the
Specified  Amount will be reduced by the amount of the Accumulated  Value on the
effective  date of the  change.  This  change  will not alter the  amount of the
Policy's death benefit at the time of the change,  but will affect how the death
benefit  is  determined  from that point on.  The death  benefit  will vary with
Accumulated  Value from that point on,  unless the death  benefit  derived  from
application  of the Death  Benefit  Ratio  applies.  (See  Section  entitled THE
POLICY, Policy Benefits - Death Proceeds.) No change from death benefit option 1
to death  benefit  option 2 will be allowed if the  resulting  Specified  Amount
would be less than  $40,000  ($8,000 if Issue Age is 65 and over).  (For  limits
applicable to Policies sold to employee benefit plans, see UNISEX POLICIES.)

If the  change is from death  benefit  option 2 to death  benefit  option 1, the
Specified Amount will be increased by the amount of the Accumulated Value on the
effective day. This change does not alter the amount of the Policy's Face Amount
at the time of the change,  but will affect the determination of the Face Amount
from that point on. The Face Amount as of the date of the change becomes the new
Specified  Amount and will remain at that level,  unless the Face Amount derived
from application of the Death Benefit Ratio applies.
    

The insurance goals of the Owner determine the appropriate death benefit option.
Owners  who  prefer  to have  favorable  investment  results  and  greater  than
scheduled  premiums  show up partly in the form of an  increased  death  benefit
should choose death benefit  option 2. Owners who are satisfied  with the amount
of their insurance  coverage and wish to have favorable  investment  results and
additional  premiums  reflected to the maximum extent in increasing  Cash Values
should choose death benefit option 1.

A change of death benefit  option will also change the Cost of Insurance for the
duration of the Policy. The Cost of Insurance on any Monthly Day is equal to the
Face Amount minus the  Accumulated  Value,  multiplied  by the Cost of Insurance
rate.  The  Cost of  Insurance  rate is the same  under  both  options,  but the
difference  between  Face Amount and  Accumulated  Value varies  inversely  with
Accumulated Value under option 1, but is constant under option 2 unless the Face
Amount derived from application of the Death Benefit Ratio applies.

Change of Specified Amount

The Specified Amount may be changed at any time after the first Policy year. The
Company will charge $50 per requested increase in excess of one per Policy year.
The Specified  Amount is used to determine  the Face Amount of the Policy.  (See
Section entitled THE POLICY,  Policy Benefits - Death Proceeds.) Changes must be
requested in writing and are subject to the conditions below:

Decreases.  After the decrease,  the  Specified  Amount must be at least $50,000
($10,000 for Issue Ages 65 and over). (For limits applicable to Policies sold to
employee benefit plans, see UNISEX POLICIES.) The decrease will become effective
on the Monthly Day following or coincident  with the day the request is received
at the Home  Office.  For purposes of  determining  the Cost of  Insurance,  the
decrease will be applied to the initial Specified Amount and to increases in the
Specified  Amount  in  reverse  order in which  they  become  effective.  Such a
decrease does not result in reduced Deferred Charges.

Increases.  A supplemental  application  must be filed,  and the Company must be
provided with evidence of insurability satisfactory to it. The effective date of
the increase will be shown on an  endorsement to the Policy.  The  incontestable
and suicide  provisions apply to the increase as if a new Policy had been issued
for the amount of the increase.

   
When an  increase  in  Specified  Amount  occurs,  the  Owner  will  be  given a
right-to-examine and conversion/exchange  right on the increase. In the event of
exercise of the exchange  right with respect to an increase in Specified  Amount
(See  Section  entitled  THE POLICY,  Owner's  Rights -  Conversion/Exchange  of
Policy),  the  amount of Cash  Value  transferable  to the new  Policy  shall be
limited to the amount allocated to the increase in the Specified Amount.
    

The Net Cash Value of the original  Policy,  as well as any premiums paid at the
time of the increase, and any premiums paid after the increase will be allocated
between  the  original  Specified  Amount  and the  increased  Specified  Amount
according  to the  ratios of their  respective  guideline  annual  premiums  (as
defined under the 1940 Act).

If the Specified Amount is increased after the Issue Date,  additional  Deferred
Charges will be incurred and released as though a new Policy had been issued for
the  amount  of the  increase.  In no  instance,  however,  will the  additional
deferred  sales charge exceed the lesser of 30% of the guideline  annual premium
for the increase or of the Cash Value and premiums  paid which are  allocable to
the  increase.  No  additional  Deferred  Charges  will accrue for  increases in
Specified  Amount due to the  Automatic  Increase  Rider or a change  from death
benefit option 2 to death benefit option 1.

If the  Specified  Amount is  increased  upon  request  of an Owner,  a separate
monthly   administrative   fee  will  be   assessed.   This   separate   monthly
administrative  expense  charge will be calculated in the same manner as for the
initial  Specified  Amount.  No additional  monthly  administrative  fee will be
assessed  due to an increase in  Specified  Amount as a result of the  Automatic
Increase Rider.

The Company reserves the right to require the payment of additional  premiums in
an amount equal to the minimum  premium which would be charged based on Attained
Age and rating class for a newly-issued  Policy with a Specified Amount equal to
the amount of increase,  as a condition  of allowing an increase  where the Cash
Value allocated to the increase is  insufficient  to support the increase.  (See
Section entitled THE POLICY,  Charges And Deductions - Contingent Deferred Sales
and Administrative Charges.)

The rating class  assigned to an increase in Specified  Amount may result in the
use of Cost of  Insurance  charges  different  than the Cost of  Insurance  rate
charged on the original Specified Amount.

Conversion/Exchange of Policy

The Policy may be exchanged any time within 24 months after the Issue Date for a
policy of permanent fixed benefit  insurance,  or for any other policy which the
Company may agree to issue on the life of the Insured. "Fixed benefit insurance"
means any permanent plan of insurance  providing benefits which do not depend on
the investment  experience of a Separate Account. No evidence of insurability is
required. All Indebtedness must be repaid before the change is made.

The exchange will be effective when the Company receives:

        o written request for the Policy exchange or change signed by the Owner;

        o surrender of the Policy; and

        o payment of any required costs.

   
The new policy will have the same Issue Date, Issue Age, and risk classification
as the Policy.  The new policy  will have  either the same death  benefit or the
same net amount at risk as the Policy on the exchange date. The exchange will be
subject  to an  equitable  adjustment  in  payments  and Cash  Values to reflect
differences,  if any, between the Policy and the new policy.  It will be subject
to normal underwriting rules and other conditions  determined by the Company. If
there is an increase in Specified  Amount and such increase is not the result of
a change in death benefit option or Automatic  Increase Rider, the Owner will be
granted an  exchange  privilege  with  respect to the  increase,  subject to the
conditions  and principles  applicable to an exchange of the entire policy.  The
Owner will also have the option to transfer without charge on the exchange date,
any portion of the Net Cash Value of the  original  Policy as premium to the new
Policy.  (See Section entitled THE POLICY,  Owner's Rights - Change of Specified
Amount.)
    

Transfer of Ownership

The Owner may  transfer  ownership  of the Policy.  The  written  consent of all
Irrevocable Beneficiaries must be obtained prior to such transfer. The notice of
transfer  must be in writing  and filed at the Home Office of the  Company.  The
transfer will take effect as of the date the notice was signed.  The Company may
require  that the  Policy be sent in for  endorsement  to show the  transfer  of
ownership.

The Company is not  responsible  for the  validity or effect of any  transfer of
ownership.  The Company will not be responsible  for any payment or other action
the Company has taken before having received written notice of the transfer.

Collateral Assignments

The Owner may assign the Policy as collateral  security.  The written consent of
all Irrevocable  Beneficiaries  must be obtained prior to such  assignment.  The
assignment  must be in writing and filed at the Home Office of the Company.  The
assignment will then take effect as of the date the notice was signed.

The Company is not  responsible  for the  validity  or effect of any  collateral
assignment.  The Company will not be responsible for any payment or other action
the Company has taken before having received the written collateral assignment.

A collateral assignment takes precedence over the interest of a Beneficiary. Any
Policy  proceeds  payable to an assignee  will be paid in one sum. Any remaining
proceeds will be paid to the designated Beneficiary or Beneficiaries.

   
A  collateral  assignee is not an Owner.  A  collateral  assignee is a person or
entity  to who the Owner  give  some,  but not all  ownership  rights  under the
Policy. A collateral assignment is not a transfer of ownership.
    

Settlement Options

Settlement  options  other  than  lump sum  payments  are  available  for  Death
Proceeds, surrender proceeds, and maturity proceeds, payable to natural persons,
subject to certain  restrictions  on Death Proceeds.  (See Section  entitled THE
POLICY,  Policy  Benefits  Death  Proceeds  and Payment of  Proceeds.)  Proceeds
payable to other than a natural  person  will be applied  only under  settlement
options consented to by the Company.  The four settlement  options available are
as follows:

Interest  Option.  The Policy  proceeds may be left at interest with the Company
during the lifetime of the payee.  The interest rate is determined  each year by
the Company.  It is guaranteed to be not less than the settlement option rate of
interest shown on the specifications page contained in the Policy.

The payee may choose to receive  interest  payments either once a year or once a
month  unless the  amount of  interest  to be paid  monthly is less than $25 per
month, then interest will be paid annually. The payee may withdraw any remaining
proceeds, if this right was given at the time the option was selected.

Installment  Option.  The proceeds may be left with the Company to provide equal
monthly  installments for a specified  period.  No period can be greater than 30
years.  The interest the Company  guarantees  to pay is set forth in the Policy.
Additional interest, if any, will be payable as determined by the Company.

The  payee  may  withdraw  the  present  value  of  any   remaining   guaranteed
installments,  but only if this  right  was  given at the  time the  option  was
selected.

Life Income -  Guaranteed  Period  Certain.  The  proceeds  may be left with the
Company to provide monthly installments for as long as the original payee lives.
A guaranteed period may be selected. Payments will cease when the original payee
dies or at the end of the guaranteed period, whichever is later. If the original
payee dies during the guaranteed period, the remaining  guaranteed payments will
be paid to the successor payee.

Guaranteed periods which may be selected are:

         o 10 years.

         o 20 years.

         o A period of years such that the total installments  during the period
           will be at least equal to the proceeds applied under the option.

It is also possible to take the life income without a guaranteed period. In such
case,  the  monthly  installment  amount  will  depend on the Age and sex of the
original payee on the date of the first payment.

Dividends, if any, will be payable as determined by the Company.

Joint and  Survivor  Life.  The proceeds may be left with the Company to provide
monthly  installments for two payees for a guaranteed period of 10 years.  After
the  10-year  period is over,  payments  will  continue as long as either of the
original payees is living. The monthly installment amount will depend on the Age
and sex of both payees at the date of the first payment.

The minimum  amount that can be applied under  settlement  options 2, 3 and 4 is
that amount which will provide monthly installments of at least $25.

Additional monthly income may be purchased under settlement options 2 and 3. The
amount of additional annuity which can be purchased with new money is 95% of the
amount which can be purchased  with the net Policy  Death  Proceeds  under those
options.  The  additional  annuity  amount may not  exceed  twice that which the
application of proceeds under the selected option would provide.

   
The selection of an additional  annuity  purchase must be in writing and on file
at the Home Office.  Selection  must be within 30 days of settlement  under this
Policy and is available  only if the  settlement is on or after the later of the
10th Policy Anniversary or the annuitant's 55th birthday.
    

The Company may, at its option,  provide for  additional  settlement  options or
delete  any of the  settlement  options  described  above.  Monthly  installment
amounts for  settlement  options  selected  for use in  conjunction  with unisex
Policies will not be based on the sex of the Insured.

Other Policy Provisions, Definitions

Conditions  for Policy Issue.  The minimum  Specified  Amount for this Policy is
$50,000  ($10,000  for Issue  Ages 65 and  over).  The  Policy  may be issued on
individuals up to 75 years of Age. The Company requires evidence of insurability
satisfactory  to it before issuing a Policy.  In some cases,  this evidence will
include a medical  examination.  Smoker rates are determined  based on Age, sex,
and duration.  Higher rates are charged if the Company  determines that for some
reason the Insured is a higher  mortality risk.  Nonsmoker rates are charged for
nonsmokers  over the Age of 19 who have  completed and returned to the Company a
Nonsmoker  Statement,  and when required by  underwriting  guidelines,  a Part 2
Health  Statement.  (For limits on Specified  Amount and factors  considered  in
determining  the Cost of Insurance  rate for Policies  sold to employee  benefit
plans, see UNISEX POLICIES.)

Issue Date.  The Issue Date is the date used to determine  Policy  Anniversaries
and Monthly Days. If a premium is paid with the application, the Issue Date will
be no earlier  than the date the  application  is received and no later than the
Record Date.  Insurance  coverage  will begin as of the Issue Date  provided the
applicant  subsequently  is deemed to have been  insurable.  If a premium is not
paid with the  application,  the Issue Date will ordinarily be  approximately 10
days after underwriting approval.  Insurance coverage will begin on the later of
the Issue Date or the date the premium is received.

Record Date.  The Record Date is the date on which the Company has completed its
underwriting and entered the Policy in its records
as an In Force Policy.

Owner,  Beneficiary.  The  Owner is named in the  application.  The Owner may be
other than the Insured.

   
One or more Beneficiaries may be named in the application.  Beneficiaries may be
classified  as primary or  contingent.  If no primary  Beneficiary  survives the
Insured, payment will be made to contingent Beneficiaries.  Beneficiaries in the
same class will receive equal payments unless otherwise directed.  A Beneficiary
must  survive  the  Insured  in order to  receive  his or her share of the Death
Proceeds. If a Beneficiary dies before the Insured dies, his or her unpaid share
is divided  among the  Beneficiaries  who survive the Insured.  The unpaid share
will be divided  equally unless the Owner directs  otherwise.  If no Beneficiary
survives the Insured,  the Death Proceeds will be paid to the Owner,  if living,
or to the Owner's estate.
    

The Owner may change the  Beneficiary  while the Insured is living.  The written
consent of all Irrevocable  Beneficiaries must be obtained prior to such change.
To make a change,  the Owner must  provide  the Company  with a written  request
satisfactory to the Company. The request will not be effective until the Company
records it.  After the request is  recorded,  it will take effect as of the date
the Owner  signed the  request.  The  Company  will not be  responsible  for any
payment or other action it takes before it records the request.  The Company may
require the Policy be returned for endorsement of the Beneficiary change.

Incontestability.  The incontestability  provision in the Policy, which prevents
the Company from denying  coverage  for  misrepresentation  after the Policy has
been In Force  for two  years,  applies  only to the  initial  Specified  Amount
designated in the application.  The incontestability  period for any amount over
and  above  the  initial  Specified  Amount  is  governed  by its  own  two-year
incontestability period to which such additional amount is attributable.

   
While the Policy is  contestable,  the  Company may rescind the policy (to treat
the  Policy as though it had never  been  issued)  or defend a claim only on the
basis of a material misrepresentation in the application. A misrepresentation is
material  if,  on  the  basis  of  correct  and  complete   information  in  the
application, the Company would have:
    

         o declined the application;

         o issued the Policy at a higher premium; or,

         o issued the Policy on some other basis than applied for.

   
If a Policy is reinstated, it is incontestable after it has been In Force during
the  Insured's  lifetime  for two  years  from the date of  reinstatement.  This
contestable  period  applies  only to  statements  made in the  application  for
reinstatement.
    

If  the  Policy  is  rescinded  pursuant  to  the  incontestability  or  suicide
provisions  of the  Policy,  rescission  proceeds  payable to the Owner shall be
equal to:

          o    charges  deducted  for state  Premium  Taxes (or taxes in lieu of
               Premium Taxes); plus

          o    the total  amount of  Monthly  Deductions  and any other  charges
               deducted from Accumulated Value; plus

          o    the Accumulated  Value on the date the refund is calculated; 
               minus

          o    Indebtedness.

   
Effect  of  Misstatement  of Age or Sex.  If the  Insured's  Age or sex has been
misstated, the amount payable and other benefits will be adjusted without regard
to the  two-year  contestability  period.  The death  benefits  payable  will be
adjusted based on what the Cost of Insurance  charge for the most recent Monthly
Day would have purchased based on the current Age and sex.
    

For provisions applicable to unisex Policies, see UNISEX POLICIES.

Suicide.  Suicide of the Insured,  while sane or insane, within two years of the
Issue Date,  is not covered by the Policy.  If the Insured does commit  suicide,
the  amount   payable   will  be   calculated   as  described  in  the  Policy's
incontestability section describing rescission proceeds.

   
Dividends.  While the Policy is In Force, it will share in the divisible surplus
of the Company.  The Policy's share is determined annually by the Company. It is
payable  annually  on the  Policy  Anniversary.  The  Owner  may  select to have
dividends  paid into the  Subaccounts  and the Interest  Bearing  Account as Net
Premiums  or to have  dividends  paid in cash.  If no  option is  selected,  the
dividends will be paid into  Subaccounts  and/or Interest Bearing Account as Net
Premiums.  The Company  currently  does not expect to pay  dividends  during the
first 10 Policy years.  During the 11th Policy year and thereafter,  the Company
projects annual dividends equal to 0.61% of the accumulated  value at the end of
the policy  year, , plus $39 per Policy for each of policy years 11-20 and 1.01%
of the  accumulated  value at the end of the policy year plus $39 per Policy for
each of Policy years 21 and above. For Issue Ages 0-19, the projected  dividends
are the same as those for Ages 20 and above,  except the per Policy  dividend is
$3 in years 11 and above,  instead of $39. These  dividends are not  guaranteed.
They are reflected in Illustrations 1, 3, 5 and 7 of Appendix A.
    

Suspension  of Payments.  For amounts  allocated to the  Separate  Account,  the
Company may suspend or postpone the right to transfer among Subaccounts,  make a
surrender or partial  surrender,  and take a Policy loan when the New York Stock
Exchange is closed other than for customary weekend and holiday closings; during
periods when trading on the Exchange is  restricted  as  determined  by the SEC;
during any emergency as determined by the SEC which makes it impractical for the
Separate  Account to dispose of its  securities or value its assets;  or, during
any other period permitted or required by order of the SEC for the protection of
investors.

To the extent values are allocated to the Interest Bearing Account,  the payment
of full or partial surrender proceeds or loan proceeds may be deferred for up to
six (6) months from the date of the  surrender or loan request.  Death  proceeds
may be deferred  for up to 60 days from the date the Company  receives  proof of
death.

   
Accelerated  Benefit  Option.  The Company  will advance up to 50% of a Policy's
eligible  death  benefit,  subject to a $250,000  maximum  per  Insured,  if the
Company  receives  satisfactory  proof that the Insured is terminally ill and if
the Owner elects to receive an  accelerated  payment of the death  benefit.  The
Accelerated Benefit Option Endorsement  (Endorsement) refers to terminal illness
as a non-correctable medical condition in which the Insured's life expectancy is
no more than twelve months.  Accumulated  Value is excluded from the calculation
of the eligible  death  benefit.  If an Owner  elects to receive an  accelerated
benefit, the Company will assess an administrative charge (of no more than $300)
and will  deduct  interest on the amount  being  accelerated.  As a result,  the
amount payable to the  Beneficiary at death is reduced by an amount greater than
the amount  received by the Owner as an  accelerated  benefit.  The  accelerated
benefit is available only in states which have approved the  Endorsement and may
vary from  state to state.  The tax  consequences  of  accelerated  benefits  is
uncertain and a tax advisor should be consulted.  (See Section  entitled FEDERAL
INCOME TAX MATTERS, Tax Treatment of Policy Proceeds.)
    

Riders

A rider attached to a Policy adds additional  insurance and benefits.  The rider
explains the coverage it offers.  A rider is available only in states which have
approved  the rider.  A rider may vary from state to state.  Some riders are not
available to Policies  sold to employee  benefit  plans.  The cost for riders is
deducted  as a part of the  Monthly  Deduction.  Riders  are  subject  to normal
underwriting  requirements.  The Company reserves the right to stop offering the
riders mentioned below and to offer additional riders.

   
Children's  Insurance.  The rider provides level term insurance to Age 23 of the
child or Age 65 of the parent,  if sooner,  on the  children  of the Owner.  The
death  benefit will be payable to the  Beneficiary  stated in the rider upon the
death of any Insured child.  If the Insured parent dies prior to the termination
of this rider,  the coverage on each child becomes paid-up term insurance to Age
23. This rider may be converted without evidence of insurability on each Insured
child's 23rd birthday or at Age 65 of the parent, if sooner.

Guaranteed  Insurability.  The rider provides that  additional  insurance may be
purchased on the life of the Insured on specific  future dates at standard rates
without evidence of insurability. It is issued only to standard risks. It may be
issued until the Policy Anniversary following the Insured's 37th birthday.
    

Accidental  Death  Benefit.  The rider provides for the payment of an additional
death  benefit on the life of the Insured  should death occur due to  accidental
bodily  injury  occurring  before Age 70. The premium for the  Accidental  Death
Benefit is payable to Age 70.

   
Automatic  Increase.  The rider provides for automatic increases in the Policy's
Specified  Amount on each Policy  Anniversary  without evidence of insurability.
This rider may be issued until the earlier of the 15th Policy Anniversary or the
Policy Anniversary following the Insured's 55th birthday.

Other Insured.  This rider provides level term  insurance.  The "other  Insured"
could be the Insured or could be another  person within the immediate  family of
the Insured. The death benefit expires on the "other Insured's" 95th birthday or
upon termination of the Policy,  whichever comes first. Evidence of insurability
is required to increase the amount of the death benefit. The rider may be issued
until the Policy Anniversary following the Insured's 65th birthday.

Term Insurance. This rider is available only on Policies with a face value of at
least  $250,000.  It is  available  only on the  primary  Insured.  The rider is
convertible to Age 75. The death benefit  expires on the Insured's 95th birthday
or upon termination of the Policy.  This rider is not available to UltraVers-ALL
LIFESM Policies.

Disability  Waiver of Monthly  Deductions.  This rider provides that, during the
Insured's  total  disability,  the Company  will waive  Monthly  Deductions  for
administrative  and life  insurance  costs.  The rider  may be issued  until the
Policy  Anniversary  following the Insured's  55th  birthday.  It may be renewed
until the Policy Anniversary following the Insured's 65th birthday.

Waiver of Premium and Monthly Deduction Disability Benefit.  Like the rider just
described, this rider provides that, during the Insured's total disability,  the
Company will waive the Monthly Deduction for  administrative  and life insurance
costs.  In  addition,  this rider  provides  that the  Company  will  contribute
additional premium. The amount of additional premium the Company will contribute
will be shown on the  specifications  page for the rider. The maximum amount the
Company will  contribute is $12,000 on an annual basis.  The rider may be issued
until the Policy  Anniversary  following the Insured's 55th birthday.  It may be
renewed until the Policy  Anniversary  following the Insured's  65th birthday at
which time the rider  terminates.  This rider is not available to  UltraVers-ALL
LIFESM Policies.
    

                                REPORTS TO OWNERS

   
The Company  will  confirm  within  seven  days:  the receipt of any Net Premium
(except  premiums  received before Record Date or by preauthorized  check);  any
change of allocation of Net Premiums or Monthly Deduction;  any transfer between
Subaccounts;  any loan,  interest  repayment,  or loan  repayment;  any  partial
surrender;  any return of premium  necessary to comply with  applicable  maximum
premium  limitations;  and, any restoration to Cash Value following  exercise of
the  right-to-examine  privilege  for an  increase  in  Specified  Amount.  Upon
request,  an  Owner  shall be  entitled  to a  receipt  of any  premium  payment
including those made by preauthorized check.
    

The Company will also mail to the Owner,  at the last known address of record at
the Home Office of the Company,  at least  annually,  a report  containing  such
information  as may be  required  by any  applicable  law or  regulation,  and a
statement for the Policy year showing all transactions previously confirmed, all
Monthly  Deductions and transfers into and out of the Deferred  Charges Account,
and any credit to the  Separate  Account of interest on amounts held in the Loan
Account or Deferred Charges Account.

   
The Owner will also be sent  confirmation  within seven days of: exercise of the
right-to-examine  privilege,  an exchange of the Policy or increase in Specified
Amount, full surrender of the Policy, and payment of Death Proceeds.
    

                                  VOTING RIGHTS

In accord with its view of current  applicable  law,  the Company will vote Fund
shares held in the Separate Account at regular and special shareholder  meetings
of the underlying  series funds in accordance  with  instructions  received from
persons having voting interests in the  corresponding  Subaccounts.  The Company
will vote shares for which it has not received  timely  instructions  and shares
attributable to Policies sold to employee benefit plans not registered  pursuant
to an exemption from the registration  provisions of the Securities Act of 1933,
in the same  proportion  as the Company  votes  shares for which it has received
instructions.  If, however, the 1940 Act or any regulation  thereunder should be
amended, or if the present  interpretation thereof should change, or the Company
otherwise  determines that it is allowed to vote the shares in its own right, it
may elect to do so.

   
The Owner shall have the voting interest under a Policy. The number of votes the
Owner has a right to instruct will be calculated separately for each Subaccount.
The Owner shall have the right to instruct  one vote for each $1 of  Accumulated
Value in the Subaccount  with  fractional  votes allocated for amounts less than
$1. The number of votes  available to an Owner will be  determined  as of a date
coincident  with  the  date  established  by the  series  fund  for  determining
shareholders   eligible  to  vote  at  the   relevant   meeting  of  the  Fund's
shareholders.  Voting  instructions  will be solicited by written  communication
prior to such meeting in accordance  with  procedures  established by the series
funds.  Each Owner having a voting  interest in a Subaccount  will receive proxy
materials and reports relating to any meeting of shareholders of the series fund
in which that Subaccount invests.
    

The Company may, when required by state insurance regulatory  authorities,  vote
shares of a series funds without regard to voting  instructions  from Owners, if
the instructions  would require that the shares be voted so as to cause a change
in the  sub-classification  of a Series  funds,  or  investment  objectives of a
series funds, or to approve or disapprove an investment  advisory contract for a
series funds. In addition,  the Company itself may, under certain circumstances,
vote shares of a Series funds without regard to voting  instructions from Owners
in favor of  changes  initiated  by  Owners  in the  investment  policy,  or the
investment  adviser or the principal  underwriter  of a Fund.  For example,  the
Company may vote against a change if the Company in good faith  determines  that
the  proposed  change  is  contrary  to  state  or  federal  law or the  Company
determines  that  the  change  would  not  be  consistent  with  the  investment
objectives of a Series funds and would result in the purchase of securities  for
the  Separate  Account  which  vary  from the  general  quality  and  nature  of
investments  and investment  techniques  used by other Separate  Accounts of the
Company.

                            DISTRIBUTION OF POLICIES

Inquiries  regarding the Policy should be directed to CUNA  Brokerage  Services,
Inc.,  Office of Supervisory  Jurisdiction,  2000 Heritage Way,  Waverly,  Iowa,
50677,  (800)  798-5500,  (319)  352-4090.  CUNA  Brokerage  Services,  Inc.  is
wholly-owned by CUNA Mutual Investment Corporation which in turn is wholly-owned
by CUNA Mutual. CUNA Brokerage Services, Inc., 5910 Mineral Point Road, Madison,
Wisconsin,  53705,  the principal  underwriter for the Policy is a broker/dealer
registered  under  the  Securities  Exchange  Act of 1934  and a  member  of the
National Association of Securities Dealers.  CUNA Mutual Life Insurance Company,
the issuer of the Policy,  entered into a permanent affiliation with CUNA Mutual
on July 1, 1990.  The Policies will be sold through  registered  representatives
who will be paid first-year and renewal commissions for their services.

   
The Company may pay sales commissions to broker-dealers up to an amount equal to
8.5% of the total  premiums  paid under the  Policy.  These  broker-dealers  are
expected to  compensate  sales  representatives  in varying  amounts  from these
commissions.  The  Company  also may pay  other  distribution  expenses  such as
agents' insurance and pension benefits, agency expense allowances,  and overhead
attributable to distribution. In addition, the Company may from time to time pay
or  allow  additional  promotional  incentives  in the  form of  cash  or  other
compensation.  These  distribution  expenses  do not  result  in any  additional
charges under the Contracts that are not described under CHARGES AND DEDUCTIONS.

                             PREPARING FOR YEAR 2000

Like all financial  service  providers,  the Company and its affiliates  utilize
systems that may be affected by Year 2000  transition  issues,  and they rely on
service providers,  including  administrators and investment managers, that also
may be affected.  The Company and its affiliates have developed,  and are in the
process of  implementing,  a Year 2000 transition  plan, and are confirming that
its service providers are also so engaged.  The resources that are being devoted
to this  effort are  substantial.  It is  difficult  to predict  with  precision
whether the negative impact on the Company or its affiliates. However, as of the
date of this  prospectus,  it is not  anticipated  that Owners  will  experience
negative  effects  on  their  investment,  or  on  their  services  provided  in
connection therewith,  as a result of Year 2000 transition  implementation.  The
Company and its affiliates  currently anticipate that their systems will be Year
2000 compliant on or about December 31, 1998, but there can be no assurance that
the Company will be successful, or that interaction with other service providers
will not impair the Company's or its affiliates' services at that time.
    

                                 UNISEX POLICIES

The U.S. Supreme Court ruled in the 1983 Norris Decision that employer-sponsored
benefit plans  (employee  benefit plans) are a "privilege of employment"  and as
such,  males and females must receive equal benefits.  Policies sold to employee
benefit  plans which must comply with this  decision will be governed by all the
provisions described in this prospectus, and by the following provisions:

The Cost of Insurance  rates will be determined  as previously  set forth except
that sex shall not be considered.  These unisex monthly Cost of Insurance  rates
will not exceed the rates shown in Table I - Guaranteed  Maximum Insurance Rates
which is contained in the Policy.

Deferred Charges will vary by Issue Age,  Specified  Amount,  and in the case of
deferred sales charge,  smoker status.  The Deferred Charges for unisex Policies
(including  Policies sold to Owners other than employee benefit plans) are shown
in the table in Appendix C.

The minimum  Specified  Amount at issue that will be allowed is $25,000 ($10,000
for Issue Ages 65 and over).  Requested reductions in Specified Amount cannot go
below  these  amounts.  Specified  Amounts  reduced  as a  result  of a  partial
surrender or a change in death benefit  option  cannot go below $20,000  ($8,000
for Issue Ages 65 and over).  The  Company may waive this  minimum  from time to
time. In deciding  whether to waive this minimum,  the Company will consider the
required and minimum contributions under a qualified plan, the size of the group
involved,  and the  difference  between the  proposed  Specified  Amount and the
required minimum, as well as other factors.

Because unisex  mortality  tables are used for this Policy,  misstatement of sex
cannot result in a material misrepresentation by the Owner. Accordingly, neither
the Policy nor the Death  Proceeds will be modified as a result of  misstatement
of sex.

Illustrations  of  Policy  values  and  accumulations  based on  unisex  Cost of
Insurance rates for 35 and 50-year-old  nonsmokers may be obtained  without cost
from the address shown on the first page of this prospectus.

The  Accelerated  Benefit  Option  feature is not available to employee  benefit
plans.  Unisex Policies sold to Owners other than employee benefit plans will be
governed  by the terms of this  prospectus  (other than the  provisions  in this
section)  except  that  Deferred  Charges  will not vary by sex,  unisex Cost of
Insurance rates will be used, and no correction to or modification of the Policy
or  Death  Proceeds  will be made as a  result  of  misstatement  of sex.  It is
anticipated  that unisex  Policies  will be sold to Owners  other than  employee
benefit  plans only if  required  by law or  regulation.  The  Company  does not
currently anticipate offering the Policy for sale in states requiring the use of
unisex Cost of Insurance rates.

                           FEDERAL INCOME TAX MATTERS

   
The  following  discussion  is general and is not  intended  as tax advice.  Any
person concerned about tax implications  should consult a competent tax advisor.
This  discussion  is based on  Company's  current  understanding  of the present
federal income tax laws as currently  interpreted and no  representation is made
as to the likelihood of continuation of these current laws and  interpretations.
Special  rules not  described in this  prospectus  may be  applicable in certain
situations.  This discussion does not consider applicable state and other income
tax laws or estate, inheritance or other tax laws.
    

Taxation Of The Company

   
The Company is taxed as a life insurance company under Subchapter L of the Code.
The Separate  Account is considered a part of the Company for federal income tax
purposes.   Currently,  the  Separate  Account's  investment  income,  including
realized net capital gains  attributable  to the  Policies,  is not taxed to the
Company. As a result, the Company does not currently charge the Separate Account
for  federal  income  taxes.  If the Company  determines  that it may incur such
taxes, it may assess a charge for those taxes to the Separate Account.
    

Many states assess  Premium Taxes (or taxes in lieu of Premium  Taxes) which are
deducted  from  premium  payments.  Currently,  no charge  is being  made to the
Separate  Account  for any other state and local  taxes.  If there is a material
change  in state or local  tax  laws,  the  Company  may  assess a charge to the
Separate Account for such taxes.

Tax Status Of The Policy

In order to qualify as a life insurance  contract for federal tax purposes,  the
Policy must meet the definition of a life insurance  contract which is set forth
in Section 7702 the Code.  The manner in which Section 7702 should be applied to
certain  features  of the Policy  offered  in this  prospectus  is not  directly
addressed by Section 7702.  Nevertheless,  the Company  believes that the Policy
will meet the Section 7702 definition of a life insurance contract, so that:

         o the death benefit should be fully excludable from the gross income of
           the beneficiary under Section 101(a)(l) of the Code; and

         o the Policy owner should not be considered in constructive  receipt of
           the cash value,  including any increases,  until there is a deemed or
           actual distribution from the Policy.

In the  absence  of final  regulations  or other  pertinent  interpretations  of
Section 7702,  however,  there is necessarily  some  uncertainty as to whether a
Policy will meet the statutory life insurance contract definition,  particularly
if it insures  substandard  risks.  If a Policy were determined not to be a life
insurance  contract for purposes of Section 7702,  such Policy would not provide
most of the tax advantages normally provided by a life insurance contract.

The  Company  thus  reserves  the right to make  changes  in the  Policy if such
changes are deemed  necessary to attempt to assure its  qualification  as a life
insurance contract for tax purposes.

   
Section 817(h) of the Code provides that separate  account  investments  (or the
investments of a mutual fund the shares of which are owned by separate  accounts
of insurance companies)  underlying the Policy must be "adequately  diversified"
in accordance  with Treasury  regulations  in order for the Policy to qualify as
life insurance.  The Treasury Department has issued regulations  prescribing the
diversification requirements in connection with variable contracts. The Separate
Account,  through  the  underlying  series  funds,  intends to comply with these
requirements.  Although the Company doesn't control the underlying series funds,
it intends to monitor the  investments of the underlying  series funds to ensure
compliance with the requirements prescribed by the Treasury Department.

In connection with the issuance of the diversification regulations, the Treasury
Department  stated that it  anticipates  the issuance of  regulations or rulings
prescribing the  circumstances in which an owner's control of the investments of
a separate account may cause the owner, rather than the insurance company, to be
treated  as the owner of the assets in the  account.  If the  contract  owner is
considered  the owner of the assets of the  separate  account,  income and gains
from the account would be included in the owner's gross income.
    

The ownership rights under the Policy offered in this prospectus are similar to,
but different in certain  respects from, those described by the Internal Revenue
Service  in rulings in which it  determined  that the owners  were not owners of
separate  account  assets.  For example,  the Owner of the Policy has additional
flexibility  in allocating  payments and cash values.  These  differences  could
result in the Owner being treated as the Owner of a portion of the assets of the
Separate Account. In addition,  the Company does not know what standards will be
set forth in the regulations or rulings which the Treasury has stated it expects
to be issued.  The Company therefore  reserves the right to modify the Policy as
necessary to attempt to prevent the Policy Owner from being considered the Owner
of the assets of the Separate Account.

   
The  President's  1999 Budget  Proposal has  recommended  legislation  that,  if
enacted,  would adversely modify the federal  taxation of certain  insurance and
annuity  contracts.   For  example,  one  proposal  would  tax  transfers  among
investment  options and tax exchanges  involving  variable  contracts.  A second
proposal  would reduce the  "investment  in the contract"  under cash value life
insurance and certain annuity contracts, thereby increasing the amount of income
for purposes of computing gain.  Although the likelihood of legislative  changes
is  uncertain,  there is always the  possibility  that the tax  treatment of the
Policy could change by legislation or other means. Moreover, it is also possible
that any change could be retroactive  (that is,  effective  prior to the date of
the  change).  You should  consult a tax  adviser  with  respect to  legislative
developments and their effect on the Policy.

In recent  years,  moreover,  Congress  has adopted  new rules  relating to life
insurance owned by businesses.  Any business contemplating the purchase of a new
life  insurance  contract or a change in an  existing  life  insurance  contract
should consult a tax advisor.
    

Tax Treatment Of Policy Proceeds

Proceeds Other Than Accelerated Benefits

The death benefit payable under either death benefit option should be excludable
from gross income of the Beneficiary under Section 101(a) of the Code.

   
Upon full  surrender of the Policy,  the amount  received,  less total amount of
premiums  paid,  less any amount  previously  received  but not  included in the
Owner's income, will be included in the Owner's gross income. Partial surrenders
of a Policy may be taxable depending on the circumstances of a particular Owner.
Transferring,  assigning,  changing the death  benefit  option,  or changing the
amount  of the  death  benefit  of the  Policy  may also  have tax  consequences
depending on the circumstances.
    

Loans under the Policy will  ordinarily be treated as  Indebtedness  of an Owner
and will not be considered to be distributions subject to tax. The deductibility
of  interest  paid on a Policy loan may be limited  depending  on the use of the
proceeds.

   
Some of the above rules relating to taxation of Policy  proceeds do not apply if
the Policy is a modified endowment contract.  Predeath  distributions  including
loans,  withdrawals and surrenders  received under modified endowment  contracts
are includible in income to the extent of the excess of  Accumulated  Cash Value
over the investment in the Policy.  Policies are modified endowment contracts if
they fail the "7-pay test." This test  essentially  provides that the cumulative
amount paid under the Policy at any time during the  Policy's  first seven years
cannot exceed the sum of the net level  premiums that would have been paid on or
before that time had the Policy  provided for paid-up future  benefits after the
payment of seven level  annual  premiums.  If there is a material  change in the
Policy,  the Policy is  treated  as a new Policy as of the date of the  material
change  for  purposes  of  determining  whether it will be treated as a modified
endowment  contract.  Increases in Policy  benefits may be  considered  material
changes resulting in the start of a new seven year period. A reduction in Policy
benefits  may also cause a Policy to become a  modified  endowment  contract.  A
modified  endowment  contract  includes  any  life  insurance  contract  that is
received in exchange for a modified endowment  contract.  All modified endowment
contracts issued by the Company (or its affiliates) to the same Owner during any
calendar year will be treated as one modified  endowment contract in determining
the taxable portion of any loans or  distributions  made to the Owner.  Premiums
paid during a Policy  year that are  returned  by the  Company  (with  interest)
within 60 days  after the end of the  Policy  year will not cause the  Policy to
fail the 7-pay test. The Company has adopted a procedure for notifying Owners if
premium  payments  under a Policy  exceed  the  limitations  imposed  under  the
modified endowment contract rules.  Potentially,  any distribution or loan taken
within 2 years prior to the Policy becoming a modified  endowment  contract will
be a taxable distribution.  Any amounts paid under a modified endowment contract
may also be subject to a 10% excise  tax.  This  additional  excise tax will not
apply in the case of  distributions  made on or after the Owner  attains  Age 59
1/2, or is  attributable to the Owner becoming  disabled,  or is paid out in the
form of a life annuity.
    

Federal  estate  and  state  and  local  estate,   inheritance   and  other  tax
consequences  of  ownership  or  receipt  of  Policy  proceeds  depend  upon the
circumstances of each Owner and Beneficiary.  In addition, if the Policy is used
in connection with tax qualified  retirement plans,  certain  limitations on and
rules with respect to taxation of life  insurance  protection  provided  through
such plans may apply.

Proceeds from Accelerated Benefits

Before  choosing to elect  accelerated  benefits,  an Owner should consult a tax
adviser to ascertain  whether  accelerated  benefits would be treated as taxable
income or would make the Policy a modified endowment contract.

<TABLE>
<CAPTION>

       CUNA MUTUAL LIFE INSURANCE COMPANY DIRECTORS AND EXECUTIVE OFFICERS

         Name                               Occupation

Directors

   
<S>                                 <C>                          <C>                      
James C. Barbre                     1994-Present                 ACT Technologies, Inc.
                                                                 President/Chief Operating Officer
    
                                    1985-1993                    Self-employed consultant in carpet
                                                                 manufacturing and distribution in Dalton, Georgia

Robert W. Bream                     1991-Present                 United Airlines Employees Credit Union
                                                                 President/CEO

   
Wilfred F. Broxterman               1997-Present                 Broxterman Group
                                                                 President/Chief Executive Officer
    
                                    1989-1997                    Hughes Aircraft Employees Federal Credit Union
                                                                 President and Chief Executive Officer

James L. Bryan                      1974-Present                 Texins Credit Union
                                                                 President/CEO

Loretta M. Burd                     1987-Present                 Centra Credit Union
                                                                 President/CEO

Ralph B. Canterbury                 1965-Present                 US Airways Federal Credit Union
                                                                 President

   
Joseph N. Cugini                    1959-Present                 Westerly Community Credit Union
                                                                 President/Chief Executive Officer
    

James A. Halls                      1990-Present                 Retired
                                    1957-1989                    Faegre & Benson - Attorney-at-Law

Jerald R. Hinrichs                  1990-Present                 Hinrichs & Associates
                                                                 Insurance Marketing Consultants
                                                                 Owner/President

Michael B. Kitchen                  1995-Present                 CUNA Mutual Life Insurance Company*
                                                                 President and Chief Executive Officer
                                    1992-1995                    The CUMIS Group Limited
                                                                 President and Chief Executive Officer

Robert T. Lynch                     1996-Present                 Retired
                                    1970-1996                    Detroit Teachers Credit Union
                                                                 Treasurer/General Manager

   
Omer K. Reed                        1997-Present                 Retired
                                    1959-1997                    Self-employed dentist
    

Gerald J. Ring                      1968-Present                 Park Towne Corporation
                                                                 President

   
Richard C. Robertson                1959-Present                 Arizona State Savings & Credit Union
                                                                 President/General Manager
    

Donald F. Roby                      1990-Present                 Retired
                                    1986-1989                    Farm and Home Savings
                                                                 President and Chief Executive Officer

   
Rosemarie M. Shultz                 1997-Present                 Retired
                                    1976-1997                    Public Employees Credit Union
                                                                 President and Chief Executive Officer
    

Neil A. Springer                    1994-Present                 Springer Souder & Associates, L.L.C.
                                                                 Managing Director
                                    1992-1994                    Slayton International, Inc.
                                                                 Senior Vice President

Farouk D.G. Wang                    1987-Present                 University of Hawaii at Manoa
                                                                 Director of Buildings and Grounds Management

Larry T. Wilson                     1974-Present                 Coastal Federal Credit Union
                                                                 President/CEO

Executive Officers

   
Wayne A. Benson                     1997 - Present               CUNA Mutual Life Insurance Company*
                                                                 Chief Officer - Sales
    

Michael S. Daubs                    1973-Present                 CUNA Mutual Life Insurance Company*
   
                                                                 Chief Officer - Investments
                                                                 CIMCO Inc.
                                                                 President

John A. Gibson                      1988-Present                 CUNA Mutual Life Insurance Company*
                                                                 Chief Officer - Marketing

James M. Greaney                    1998-Present                 CUNA Mutual Life Insurance Company*
                                                                 Chief Officer - Corporate Services

Richard J. Keintz                   1979-Present                 CUNA Mutual Life Insurance Company*
                                                                 Chief Officer - Finance and Information Services
    

Michael B. Kitchen                  1995-Present                 CUNA Mutual Life Insurance Company*
                                                                 President and Chief Executive Officer
                                    1992-1995                    The CUMIS Group Limited
                                                                 President and Chief Executive Officer

   
Kevin T. Lentz                      1983-Present                 CUNA Mutual Life Insurance Company
                                                                 Chief Officer - Operating

Daniel E. Meylink, Sr.              1983-Present                 CUNA Mutual Life Insurance Company*
                                                                 Chief Officer - Member Services

Kevin G. Shea                       1976-Present                 CUNA Mutual Life Insurance Company*
                                                                 Chief Officer - Lending Services

John M. Waggoner                    1977-Present                 CUNA Mutual Life Insurance Company*
                                                                 Chief Officer - Legal

<FN>
*    The Company  entered into a permanent  affiliation  with the CUNA Mutual on
     July 1, 1990.  Those persons marked with an "*" hold identical  titles with
     CUNA Mutual.  The most recent position has been given for those persons who
     have held more than one position with the Company or CUNA Mutual  Insurance
     Society  during  the last  five  year  period.  Each  person  has  business
     addresses at both 2000 Heritage Way, Waverly,  Iowa 50677, and 5910 Mineral
     Point Road, Madison, Wisconsin 53705.

</FN>
</TABLE>
    


                                STATE REGULATION

   
The Company is subject to the laws of Iowa governing  insurance companies and to
regulation by the Iowa Insurance Department. An annual statement in a prescribed
form is filed with the Insurance  Department each year covering the operation of
the Company for the preceding year and its financial  condition as of the end of
such year.  Regulation by the Insurance Department includes periodic examination
to  determine  the  Company's  liabilities  and  reserves so that the  Insurance
Department may certify the items are correct.  The Company's  books and accounts
are  subject  to  review  by the  Insurance  Department  at all times and a full
examination  of  its  operations  is  conducted  periodically  by  the  National
Association  of Insurance  Commissioners.  Such  regulation  does not,  however,
involve any  supervision of management or investment  practices or policies.  In
addition, the Company is subject to regulation under the insurance laws of other
jurisdictions in which it may operate.
    

                                LEGAL PROCEEDINGS

   
The Company  and its  subsidiaries,  like other life  insurance  companies,  are
involved in lawsuits,  including class action lawsuits. In some class action and
other lawsuits involving  insurers,  substantial damages have been sought and/or
material  settlement  payments  have been  made.  Although  the  outcome  of any
litigation cannot be predicted with certainty,  the Company believes that at the
present time there are not pending or threatened  lawsuits  that are  reasonably
likely to have a material adverse impact on the Separate Account or the Company.
    

                              INDEPENDENT AUDITORS

The  financial  statements  included  herein and  elsewhere in the  Registration
Statement  have been  included in reliance upon the reports of KPMG Peat Marwick
LLP, Des Moines, Iowa, independent auditors, and upon the authority of said firm
as experts in accounting and auditing.

                                ACTUARIAL MATTERS

   
Actuarial matters included in this prospectus have been examined by Scott Allen,
FSA, MAAA Product Manager Variable Products, CUNA Mutual Life Insurance Company,
Waverly,  Iowa, as stated in the opinion filed as an exhibit to the Registration
Statement.
    

                             REGISTRATION STATEMENT

   
A  Registration  Statement  under the  Securities  Act of 1933  relating to this
offering  has been  filed with the SEC.  Certain  portions  of the  Registration
Statement and amendments have been omitted from this prospectus  pursuant to the
rules and  regulations  of the Securities  and Exchange  Commission.  Statements
contained in this prospectus concerning the Policy and other legal documents are
summaries.  The complete documents and omitted  information may be obtained from
the SEC's principal office in Washington, D.C.
    

                              FINANCIAL STATEMENTS

The financial statements for the Company are immediately following the financial
statements  of the Separate  Account.  The  financial  statements of the Company
should be considered only as bearing upon the ability of the Company to meet its
obligations  under the Policy and  should  not be  considered  as bearing on the
investment performance of the Separate Account.


<PAGE>



                        CUNA MUTUAL LIFE VARIABLE ACCOUNT

                              Financial Statements

                               December 31, 1997

                  (With Independent Auditors' Report Thereon)

<PAGE>
<TABLE>
<CAPTION>

                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                       Statement of Assets and Liabilities
                                December 31, 1997


                                                           Capital
                                                        Appreciation      Growth and                                        Money
                                                            Stock        Income Stock      Balanced          Bond           Market
Assets:                                                   Subaccount      Subaccount      Subaccount      Subaccount      Subaccount
Investments in Ultra Series Fund:
   (note 2)
<S>                                                      <C>             <C>             <C>             <C>             <C>
Capital Appreciation Stock Fund,
   1,344,978 shares at net asset value of
   $18.85 per share (cost $17,938,019) .............     $25,353,805     $      --       $      --       $      --       $      --

Growth and Income Stock Fund,
   2,548,762 shares at net asset value
   of $27.20 per share (cost $45,270,681) ..........            --        69,337,053            --              --              --

Balanced Fund,
   3,566,416 shares at net asset value
   of $17.02 per share (cost $49,395,919) ..........            --              --        60,710,352            --              --

Bond Fund,
   288,123 shares at net asset value
   of $10.54 per share (cost $2,977,455) ...........            --              --              --         3,038,034            --

Money Market Fund,
   2,621,441 shares at net asset value
   of $1.00 per share (cost $2,621,441) ............            --              --              --              --         2,621,441
                                                         -----------     -----------     -----------     -----------     -----------
      Total assets .................................      25,353,805      69,337,053      60,710,352       3,038,034       2,621,441
                                                         -----------     -----------     -----------     -----------     -----------
Liabilities:
Accrued adverse mortality and
   expense charges .................................           3,059           8,415           7,427             392             323
                                                         -----------     -----------     -----------     -----------     -----------
      Total liabilities ............................           3,059           8,415           7,427             392             323
                                                         -----------     -----------     -----------     -----------     -----------
      Net assets ...................................     $25,350,746     $69,328,638     $60,702,925     $ 3,037,642     $ 2,621,118
                                                         ===========     ===========     ===========     ===========     ===========
      Units outstanding (note 5) ...................       1,191,865       1,155,179       1,568,974         114,927         141,908
                                                         ===========     ===========     ===========     ===========     ===========
      Net asset value per unit .....................     $     21.27     $     60.02     $     38.69     $     26.43     $     18.47
                                                         ===========     ===========     ===========     ===========     ===========
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                       Statement of Assets and Liabilities
                                December 31, 1997


                                                Treasury        International         World            Emerging
                                                  2000             Stock           Governments           Growth
Assets:                                        Subaccount        Subaccount         Subaccount         Subaccount
Investments in Ultra Series Fund:
   (note 2)
<S>                                           <C>                <C>                <C>                <C>       
Treasury 2000 Fund, 184,138
   shares at net asset value of $9.24
   per share (cost $1,501,627) ...............$1,700,677         $     --           $     --           $     --

Investments in T. Rowe Price
International Fund, Inc.:
   International Stock Portfolio,
   349,582 shares at net asset value of
   $12.74 per share (cost $4,320,137) ........      --            4,453,678               --                 -- 

Investments in MFS(R) Variable
Insurance TrustSM:
   World Governments Series,
   70,638 shares at net asset value of
   $10.21 per share (cost $722,167) ..........      --                 --              721,218               --

Investments in MFS(R) Variable
Insurance TrustSM:
   Emerging Growth Series,
   251,222 shares at net asset value of
   $16.14 per share (cost $3,667,547) ........      --                 --                 --            4,054,727
                                              ----------         ----------         ----------         ----------
      Total assets ........................... 1,700,677          4,453,678            721,218          4,054,727
                                              ----------         ----------         ----------         ----------
Liabilities:
Accrued adverse mortality and
   expense charges ...........................     1,451                547                 89                487
                                              ----------         ----------         ----------         ----------
      Total liabilities ......................     1,451                547                 89                487
                                              ----------         ----------         ----------         ----------
      Net assets .............................$1,699,226         $4,453,131         $  721,129         $4,054,240
                                              ==========         ==========         ==========         ==========
      Units outstanding (note 5) .............   199,220            361,206             62,671            331,933
                                              ==========         ==========         ==========         ==========
      Net asset value per unit ...............$     8.53         $    12.33         $    11.51         $    12.21
                                              ==========         ==========         ==========         ==========

See accompanying notes to financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                             Statement of Operations
                  Years Ended December 31, 1997, 1996, and 1995


                                               CAPITAL APPRECIATION STOCK SUBACCOUNT        GROWTH AND INCOME STOCK SUBACCOUNT

Investment income (loss):                    1997           1996            1995           1997            1996             1995
                                             ----           ----            ----           ----            ----             ----

<S>                                    <C>             <C>             <C>             <C>             <C>             <C>         
  Dividend income                      $    119,794    $    595,603    $    349,394    $    778,858    $  1,830,435    $  2,783,538
  Adverse mortality and expense
   charges (note 3)                        (182,627)       (111,426)        (67,332)       (527,025)       (363,607)       (253,958)
                                       ------------    ------------    ------------    ------------    ------------    ------------
Net investment income (loss)                (62,833)        484,177         282,062         251,833       1,466,828       2,529,580
                                       ------------    ------------    ------------    ------------    ------------    ------------
Realized and unrealized gain (loss)
  on investments:
  Realized gain (loss) on security
   transactions:
   Capital gain distributions               317,275            --              --         1,145,587            --              --
   Proceeds from sale of securities       1,795,596         855,100       2,737,741       3,033,581       2,017,365       1,138,163
   Cost of securities sold               (1,354,057)       (708,846)     (2,416,409)     (2,103,099)     (1,615,917)       (985,297)
                                       ------------    ------------    ------------    ------------    ------------    ------------
Net realized gain (loss) on security
  transactions                              758,814         146,254         321,332       2,076,069         401,448         152,866
  Net change in unrealized
   appreciation or depreciation
   on investments                         4,563,309       1,662,956       1,332,754      12,852,455       6,026,093       4,764,093
                                       ------------    ------------    ------------    ------------    ------------    ------------
Net gain (loss) on investments            5,322,123        ,809,210       1,654,086      14,928,524       6,427,541       4,916,959
                                       ------------    ------------    ------------    ------------    ------------    ------------
Net increase (decrease) in net assets
  resulting from operations            $  5,259,290    $  2,293,387    $  1,936,148    $ 15,180,357    $  7,894,369    $  7,446,539
                                       ============    ============    ============    ============    ============    ============


                                                        BALANCED SUBACCOUNT                            BOND SUBACCOUNT

Investment income (loss):                        1997           1996           1995            1997           1996           1995
                                                 ----           ----           ----            ----           ----           ----

<S>                                          <C>            <C>            <C>            <C>            <C>            <C>        
  Dividend income                            $ 2,062,026    $ 2,949,493    $ 3,308,296    $   136,739    $   137,535    $   218,461
  Adverse mortality and expense
   charges (note 3)                             (509,762)      (445,353)      (375,225)       (23,285)       (23,607)       (33,879)
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net investment income (loss)                   1,552,264      2,504,140      2,933,071        113,454        113,928        184,582
                                             -----------    -----------    -----------    -----------    -----------    -----------
Realized and unrealized gain (loss)
  on investments:
  Realized gain (loss) on security
   transactions:
   Capital gain distributions                    758,320           --             --              379           --             --
   Proceeds from sale of securities            4,525,247      3,759,491      2,989,211        402,615      1,799,790        885,596
   Cost of securities sold                    (3,785,014)    (3,351,391)    (2,732,488)      (394,979)    (1,748,647)      (865,874)
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net realized gain (loss) on security
  transactions                                 1,498,553        408,100        256,723          8,015         51,143         19,722
  Net change in unrealized
   appreciation or depreciation
   on investments                              5,202,066      1,724,491      4,759,298         41,691       (127,295)       326,701
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net gain (loss) on investments                 6,700,619      2,132,591      5,016,021         49,706        (76,152)       346,423
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net increase (decrease) in net assets
  resulting from operations                  $ 8,252,883    $ 4,636,731    $ 7,949,092    $   163,160    $    37,776    $   531,005
                                             ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>
<CAPTION>

                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                             Statement of Operations
                  Years Ended December 31, 1997, 1996, and 1995


                                                       MONEY MARKET SUBACCOUNT                      TREASURY 2000 SUBACCOUNT

Investment income (loss):                           1997           1996           1995           1997           1996           1995
                                             -----------    -----------    -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>        
Dividend income                              $    85,594    $    86,370    $   116,648    $   106,851    $   107,339    $   105,588
 Adverse mortality and expense charges
(note 3)                                         (15,448)       (16,510)       (20,105)       (14,583)       (13,847)       (12,710)
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net investment income (loss)                      70,146         69,860         96,543         92,268         93,492         92,878
                                             -----------    -----------    -----------    -----------    -----------    -----------
Realized and unrealized gain (loss)
on investments:
Realized gain (loss) on security
transactions:
Capital gain distributions                          --             --             --             --             --             --
Proceeds from sale of securities               4,634,860      4,407,707      2,670,224           --             --             --
Cost of securities sold                       (4,634,860)    (4,407,707)    (2,670,224)          --             --             --
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net realized gain (loss) on security
transactions                                        --             --             --             --             --             --
Net change in unrealized appreciation
or depreciation on investments                      --             --             --            1,846        (74,946)       161,453
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net gain (loss) on investments                      --             --             --            1,846        (74,946)       161,453
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net increase (decrease) in net assets
resulting from operations                    $    70,146    $    69,860    $    96,543    $    94,114    $    18,546    $   254,331
                                             ===========    ===========    ===========    ===========    ===========    ===========


                                                    INTERNATIONAL STOCK SUBACCOUNT                 WORLD GOVERNMENTS SUBACCOUNT

Investment income (loss):                           1997           1996           1995           1997           1996           1995
                                             -----------    -----------    -----------    -----------    -----------    -----------

  Dividend income                            $    99,113    $    39,586    $      --      $     7,143    $      --      $    19,972
  Adverse mortality and expense
charges (note 3)                                 (32,130)       (14,665)        (1,492)        (3,401)        (2,326)        (1,176)
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net investment income (loss)                      66,983         24,921         (1,492)         3,742         (2,326)        18,796
                                             -----------    -----------    -----------    -----------    -----------    -----------
Realized and unrealized gain (loss)
on investments:
Realized gain (loss) on security
transactions:
Capital gain distributions                          --             --             --             --             --             --
Proceeds from sale of securities                 235,721        121,135         17,033         65,919         52,028         19,161
Cost of securities sold                         (211,895)      (113,341)       (17,004)       (66,515)       (53,136)       (18,440)
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net realized gain (loss) on security
transactions                                      23,826          7,794             29           (596)        (1,108)           721
Net change in unrealized appreciation
or depreciation on investments                   (62,452)       173,915         22,078         (5,796)        12,525         (7,679)
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net gain (loss) on investments                   (38,626)       181,709         22,107         (6,392)        11,417         (6,958)
                                             -----------    -----------    -----------    -----------    -----------    -----------
Net increase (decrease) in net assets
resulting from operations                    $    28,357    $   206,630    $    20,615    $    (2,650)   $     9,091    $    11,838
                                             ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

See accompanying notes to financial statements.


<PAGE>


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                             Statement of Operations
                  Years Ended December 31, 1997, 1996, and 1995


                                              EMERGING GROWTH SUBACCOUNT

Investment income (loss):                     1997                 1996*
                                              ----                 -----

Dividend income                           $       --              $9,859
 Adverse mortality and expense charges
(note 3)                                     (21,660)             (4,378)
                                             -------             -------
Net investment income (loss)                 (21,660)              5,481
                                             -------             -------
Realized and unrealized gain (loss)
on investments:
Realized gain (loss) on security
transactions:
Capital gain distributions                        --                  --
Proceeds from sale of securities             234,899             213,154
Cost of securities sold                     (222,640)           (201,866)
                                             -------             -------
Net realized gain (loss) on security
transactions                                  12,259              11,288
Net change in unrealized appreciation
or depreciation on investments               384,388               2,792
                                             -------             -------
Net gain (loss) on investments               396,647              14,080
                                             -------             -------
Net increase (decrease) in net assets
resulting from operations                   $374,987             $19,561
                                             =======             =======

See accompanying notes to financial statements.
*The data is for the period beginning May 1, 1996 (date of initial activity).


<PAGE>

<TABLE>
<CAPTION>
                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                       Statement of Changes in Net Assets
                  Years Ended December 31, 1997, 1996, and 1995


                                            CAPITAL APPRECIATION STOCK SUBACCOUNT            GROWTH AND INCOME STOCK SUBACCOUNT

Operations:                                    1997            1996            1995            1997            1996            1995
                                       ------------    ------------    ------------    ------------    ------------    ------------

<S>                                    <C>             <C>             <C>             <C>             <C>             <C>         
  Net investment income (loss)         $    (62,833)   $    484,177    $    282,062    $    251,833    $  1,466,828    $  2,529,580
  Net realized gain (loss) on
   security transactions                    758,814         146,254         321,332       2,076,069         401,448         152,866
  Net change in unrealized
   appreciation or depreciation
   on investments                         4,563,309       1,662,956       1,332,754      12,852,455       6,026,093       4,764,093
                                       ------------    ------------    ------------    ------------    ------------    ------------
   Change in net assets from
    operations                            5,259,290       2,293,387       1,936,148      15,180,357       7,894,369       7,446,539
                                       ------------    ------------    ------------    ------------    ------------    ------------
Capital unit transactions (note 5):
Proceeds from sale of units               9,240,958       7,622,148       5,340,463      16,677,681      13,835,588      10,831,868
  Cost of units repurchased              (4,699,419)     (3,351,383)     (4,440,885)    (10,282,732)     (8,554,478)     (6,090,704)
                                       ------------    ------------    ------------    ------------    ------------    ------------
   Change in net assets from
    capital unit transactions             4,541,539       4,270,765         899,578       6,394,949       5,281,110       4,741,164
                                       ------------    ------------    ------------    ------------    ------------    ------------
Increase (decrease) in net assets         9,800,829       6,564,152       2,835,726      21,575,306      13,175,479      12,187,703
Net assets:
  Beginning of period                    15,549,917       8,985,765       6,150,039      47,753,332      34,577,853      22,390,150
                                       ------------    ------------    ------------    ------------    ------------    ------------
  End of period                        $ 25,350,746    $ 15,549,917    $  8,985,765    $ 69,328,638    $ 47,753,332    $ 34,577,853
                                       ============    ============    ============    ============    ============    ============


                                                          BALANCED SUBACCOUNT                          BOND SUBACCOUNT

Operations:                                    1997            1996            1995            1997            1996            1995
                                       ------------    ------------    ------------    ------------    ------------    ------------

  Net investment income (loss)         $  1,552,264    $  2,504,140    $  2,933,071    $    113,454    $    113,928    $    184,582
  Net realized gain (loss) on
   security transactions                  1,498,553         408,100         256,723           8,015          51,143          19,722
  Net change in unrealized
   appreciation or depreciation
   on investments                         5,202,066       1,724,491       4,759,298          41,691        (127,295)        326,701
                                       ------------    ------------    ------------    ------------    ------------    ------------
   Change in net assets from
    operations                            8,252,883       4,636,731       7,949,092         163,160          37,776         531,005
                                       ------------    ------------    ------------    ------------    ------------    ------------

Capital unit transactions (note 5):
  Proceeds from sale of units            10,763,242      11,796,373      11,658,626       1,162,322         700,575       1,036,840
  Cost of units repurchased             (10,663,916)    (10,399,963)     (9,247,633)       (705,363)     (2,103,924)     (1,180,288)
                                       ------------    ------------    ------------    ------------    ------------    ------------
   Change in net assets from
    capital unit transactions                99,326       1,396,410       2,410,993         456,959      (1,403,349)       (143,446)
                                       ------------    ------------    ------------    ------------    ------------    ------------
Increase (decrease) in net assets         8,352,209       6,033,141      10,360,085         620,119      (1,365,573)        387,559
Net assets:
  Beginning of period                    52,350,716      46,317,575      35,957,490       2,417,523       3,783,096       3,395,537
                                       ------------    ------------    ------------    ------------    ------------    ------------
  End of period                        $ 60,702,925    $ 52,350,716    $ 46,317,575    $  3,037,642    $  2,417,523    $  3,783,096
                                       ============    ============    ============    ============    ============    ============

</TABLE>
See accompanying notes to financial statements.



<PAGE>

<TABLE>
<CAPTION>

                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                       Statement of Changes in Net Assets
                  Years Ended December 31, 1997, 1996, and 1995


                                                          MONEY MARKET SUBACCOUNT                   TREASURY 2000 SUBACCOUNT

Operations:                                         1997           1996           1995           1997           1996           1995
                                             -----------    -----------    -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>        
  Net investment income (loss)               $    70,146    $    69,860    $    96,543    $    92,268    $    93,492    $    92,878
  Net realized gain (loss) on
   security transactions                            --             --             --             --             --             --
  Net change in unrealized
   appreciation or depreciation
   on investments                                   --             --             --            1,846        (74,946)       161,453
                                             -----------    -----------    -----------    -----------    -----------    -----------
   Change in net assets from
    operations                                    70,146         69,860         96,543         94,114         18,546        254,331
                                             -----------    -----------    -----------    -----------    -----------    -----------
Capital unit transactions (note 5):
  Proceeds from sale of units                  6,190,640      4,325,194      2,156,885        621,004        794,517        550,180
  Cost of units repurchased                   (5,367,244)    (4,801,186)    (3,049,819)      (599,303)      (773,892)      (531,450)
                                             -----------    -----------    -----------    -----------    -----------    -----------
   Change in net assets from
    capital unit transactions                    823,396       (475,992)      (892,934)        21,701         20,625         18,730
                                             -----------    -----------    -----------    -----------    -----------    -----------
Increase (decrease) in net assets                893,542       (406,132)      (796,391)       115,815         39,171        273,061
Net assets:
  Beginning of period                          1,727,576      2,133,708      2,930,099      1,583,411      1,544,240      1,271,179
                                             -----------    -----------    -----------    -----------    -----------    -----------
  End of period                              $ 2,621,118    $ 1,727,576    $ 2,133,708    $ 1,699,266    $ 1,583,411    $ 1,544,240
                                             ===========    ===========    ===========    ===========    ===========    ===========


                                                      INTERNATIONAL STOCK SUBACCOUNT               WORLD GOVERNMENTS SUBACCOUNT

Operations:                                         1997           1996           1995           1997           1996           1995
                                             -----------    -----------    -----------    -----------    -----------    -----------

  Net investment income (loss)               $    66,983    $    24,921    $    (1,492)   $     3,742    $    (2,326)   $    18,796
  Net realized gain (loss) on
   security transactions                          23,826          7,794             29           (596)        (1,108)           721
  Net change in unrealized
   appreciation or depreciation
   on investments                                (62,452)       173,915         22,078         (5,796)        12,525         (7,679)
                                             -----------    -----------    -----------    -----------    -----------    -----------
   Change in net assets from
    operations                                    28,357        206,630         20,615         (2,650)         9,091         11,838
                                             -----------    -----------    -----------    -----------    -----------    -----------
Capital unit transactions (note 5):
  Proceeds from sale of units                  2,721,533      2,207,995        825,895        530,877        144,986        244,058
  Cost of units repurchased                     (904,022)      (559,568)       (94,304)       (95,423)       (84,667)       (36,981)
                                             -----------    -----------    -----------    -----------    -----------    -----------
   Change in net assets from
    capital unit transactions                  1,817,511      1,648,427        731,591        435,454         60,319        207,077
                                             -----------    -----------    -----------    -----------    -----------    -----------
Increase (decrease) in net assets              1,845,868      1,855,057        752,206        432,804         69,410        218,915
Net assets:
  Beginning of period                          2,607,263        752,206           --          288,325        218,915           --
                                             -----------    -----------    -----------    -----------    -----------    -----------
  End of period                              $ 4,453,131    $ 2,607,263    $   752,206    $   721,129    $   288,325    $   218,915
                                             ===========    ===========    ===========    ===========    ===========    ===========

</TABLE>
See accompanying notes to financial statements.


<PAGE>


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                       Statement of Changes in Net Assets
                  Years Ended December 31, 1997, 1996, and 1995


                                              EMERGING GROWTH SUBACCOUNT

Operations:                                   1997                 1996*
                                              ----                 -----

  Net investment income (loss)              $(21,660)             $5,481
  Net realized gain (loss) on
   security transactions                      12,259              11,288
  Net change in unrealized appreciation
   or depreciation on investments            384,388               2,792
                                           ---------           ---------
   Change in net assets from
    operations                               374,987              19,561
                                           ---------           ---------
Capital unit transactions (note 5):
  Proceeds from sale of units              3,238,087           1,517,927
  Cost of units repurchased                 (749,413)           (346,909)
                                           ---------           ---------
   Change in net assets from capital
    unit transactions                      2,488,674           1,171,018
                                           ---------           ---------
Increase (decrease) in net assets          2,863,661           1,190,579
Net assets:
  Beginning of period                      1,190,579                  --
                                           ---------           ---------
  End of period                           $4,054,240          $1,190,579
                                           =========           =========

See accompanying notes to financial statements.
*The data is for the period beginning May 1, 1996 (date of initial activity).


<PAGE>
                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                          Notes to Financial Statements

(1)   Organization

     The CUNA Mutual Life Variable  Account (the  Account) is a unit  investment
     trust  registered  under  the  Investment  Company  Act of  1940  with  the
     Securities  and  Exchange  Commission.  The  Account was  established  as a
     separate  investment  account within CUNA Mutual Life Insurance  Company to
     receive and invest net premiums paid under flexible  premium  variable life
     insurance policies.

      Although  the assets of the Account  are the  property of CUNA Mutual Life
      Insurance  Company,  those  assets  attributable  to the  policies are not
      chargeable with  liabilities  arising out of any other business which CUNA
      Mutual Life Insurance Company may conduct.

      The net assets  maintained  in the Account  attributable  to the  policies
      provide  the base  for the  periodic  determination  of the  increased  or
      decreased benefits under the policies. The net assets may not be less than
      the amount  required  under state  insurance law to provide  certain death
      benefits and other  policy  benefits.  Additional  assets are held in CUNA
      Mutual Life Insurance Company's general account to cover death benefits in
      excess of the accumulated value.


(2)   Significant Accounting Policies

      Investments

      The Account  currently  is divided into nine  subaccounts  but may, in the
      future,   include   additional   subaccounts.   Each  subaccount   invests
      exclusively in shares of a single  underlying fund. (The term fund is used
      to mean an investment  portfolio  sometimes  called a series,  i.e., Ultra
      Series Fund,  T. Rowe Price  International  Fund,  Inc.,  MFS(R)  Variable
      Insurance Trust(TM),  or any other open-end management  investment company
      or unit investment trust in which a subaccount invests.) The income, gains
      and losses,  realized or  unrealized,  from the assets  allocated  to each
      subaccount  are  credited to or charged  against that  subaccount  without
      regard to income, gains or losses from any other subaccount.

      The  Account  invests  in  shares of Ultra  Series  Fund,  T.  Rowe  Price
      International Fund, Inc., and MFS(R) Variable Insurance Trust(TM). Each is
      a management investment company of the series type with one or more funds.
      Each is  registered  with the SEC as an  open-end,  management  investment
      company.  Such registration does not involve supervision of the management
      or investment practices or policies of the companies or their funds by the
      SEC.

      Ultra Series Fund currently has six funds available as investment  options
      under the policies while T. Rowe Price  International  Fund, Inc., has one
      and MFS(R)  Variable  Insurance  Trust(TM)  has two funds  available as an
      investment  option.  MFS(R)  Variable  Insurance  Trust(TM) also has other
      funds that are not available under the policies. These fund companies may,
      in the future, create additional funds that may or may not be available as
      investment  options under the policies.  Each fund has its own  investment
      objectives and the income,  gains, and losses for each fund are determined
      separately for that fund.

      CIMCO Inc.  (CIMCO) serves as the  investment  advisor to the Ultra Series
      Fund and  manages  its assets in  accordance  with  general  policies  and
      guidelines  established by the board of trustees of the Ultra Series Fund.
      CUNA Mutual Life  Insurance  Company owns one half of CIMCO's  outstanding
      stock and one half is owned indirectly by CUNA Mutual Insurance Society.

      Rowe  Price-Fleming  International,  Inc.  (RPFI) serves as the Investment
      Advisor to the  International  Stock  Portfolio  and manages its assets in
      accordance with general  policies and guidelines  established by the board
      of directors of T. Rowe Price International Fund, Inc. RPFI was founded in
      1979 as a joint venture between T. Rowe Price Associates,  Inc. and Robert
      Fleming Holdings Limited.

      Massachusetts  Financial  Services  Company (MFS) serves as the Investment
      Advisor to the MFS World Governments Series and Emerging Growth Series and
      manages its assets in  accordance  with general  policies  and  guidelines
      established  by  the  board  of  trustees  of  MFS(R)  Variable  Insurance
      Trust(TM).  MFS is a subsidiary  of Sun Life  Assurance  Company of Canada
      (U.S.) which,  in turn, is a subsidiary of Sun Life  Assurance  Company of
      Canada.

      The  assets of each fund are held  separate  from the  assets of the other
      funds,  and each fund is offered at a price  equal to its  respective  net
      asset value per share,  without sales  charge.  Dividends and capital gain
      distributions  from each fund are reinvested in that fund.  Investments in
      shares  of the funds are  stated  at market  value  which is the net asset
      value per share as determined by the funds. Realized gains and losses from
      security  transactions  are  reported on an average  cost basis.  Dividend
      income is recorded on the ex-dividend date.

      Federal Income Taxes

      The operations of the Account form a part of the operations of CUNA Mutual
      Life  Insurance  Company  and are not taxed  separately.  CUNA Mutual Life
      Insurance  Company does not initially  expect to incur any income tax upon
      the earnings or the realized  capital gains  attributable  to the Account.
      Accordingly,  no charge  for  income  tax is  currently  being made to the
      Account.  If such taxes are incurred by CUNA Mutual Life Insurance Company
      in the future,  a charge to the Account may be assessed.  

      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 increase and decrease in
      net assets from operations during the period.  Actual results could differ
      from those estimates.

(3)   Fees and Charges

      Organization Costs

      CUNA Mutual Life Insurance  Company absorbed all organization  expenses of
      the Account.

      Policy Charges

      In addition to charges for state taxes, which reduce premiums prior to the
      allocation  of  net  premiums  to the  subaccounts  of  the  Account,  the
      following charges may be deducted by CUNA Mutual Life Insurance Company by
      redeeming an appropriate  number of units for each policy.  

      Administrative  Fee: CUNA Mutual Life Insurance  Company will have primary
      responsibility  for the  administration  of the Account  and the  policies
      issued.  As reimbursement  for these expenses,  CUNA Mutual Life Insurance
      Company  may  assess  each  policy  a  monthly   administrative  fee.  For
      additional detail, see schedule of expenses and charges in the prospectus.

      Deferred  Contingent  Sales  and  Administrative  Charges:  The  sales and
      administrative  expenses  incurred  when a policy is issued  are  deferred
      (Deferred  Charges) until the policy is surrendered.  Such charges are not
      collected  at all if the policy is held for nine years,  or if the insured
      dies during that period.  In no instance will the charge exceed 30 percent
      of the lesser of premiums paid or the Guideline Annual Premium (as defined
      under the  Investment  Company  Act of 1940) of the policy.  The  Deferred
      Charges are normally built up in twelve equal increments  during the first
      policy  year.  Beginning  on the second  policy  anniversary,  incremental
      amounts  are  released  by  allocations  back to the  subaccounts  on each
      anniversary until the tenth policy anniversary when all remaining Deferred
      Charges are released. All amounts in the Deferred Charges Account are held
      and  interest  credited to the policy at a minimum  rate of 4 percent with
      CUNA Mutual Life Insurance  Company  crediting  additional  amounts at its
      discretion.

      Policy Fee:  CUNA  Mutual Life  Insurance  Company  will incur  first-year
      expenses  upon issue of a policy,  and will  assess  each policy a monthly
      policy fee to recover these expenses.

      Cost of  Insurance  and  Additional  Benefits  Provided:  CUNA Mutual Life
      Insurance  Company  will  assume  the  responsibility  for  providing  the
      insurance  benefits provided in the policy.  The cost of insurance will be
      determined  each month based upon the applicable  cost of insurance  rates
      and the net amount at risk.  The cost of insurance  can vary from month to
      month  since  the  determination  of both the  insurance  rate and the net
      amount at risk  depends  upon a number of  variables  as  described in the
      Account's prospectus.

      Variable Account Charges

      Mortality and Expense Risk Charge: CUNA Mutual Life Insurance Company will
      deduct  daily a mortality  and expense  risk charge from the Account at an
      annual  rate of .90  percent of the  average  daily net asset value of the
      Account.  These  charges  will be deducted  by CUNA Mutual Life  Insurance
      Company in return for its  assumption  of risks  associated  with  adverse
      mortality experience or excess administrative  expenses in connection with
      policies issued.

(4)   Investment Transactions

      The  cost  of  shares  purchased,   including   reinvestment  of  dividend
      distributions, during the year ended December 31, 1997, was as follows:

          Growth and Income Stock Fund.....................     $10,828,434
          Capital Appreciation Stock Fund..................       6,592,719
          Balanced Fund....................................       6,936,103
          Bond Fund........................................         973,498
          Money Market Fund................................       5,528,512
          Treasury 2000 Fund...............................           7,238
          International Stock Portfolio....................       2,120,450
          World Governments Series.........................         505,168
          Emerging Growth..................................       2,702,255
                                                                 ----------
                                                                $36,194,377
                                                                 ==========

(5)   Unit Activity from Contract Transactions

      Transactions  in units of each  subaccount  of the  Account  for the years
      ended December 31, 1997, 1996, and 1995 were as follows:
<TABLE>
<CAPTION>
                                                 Capital
                                              Appreciation        Growth and                                                Money
                                                  Stock          Income Stock        Balanced             Bond              Market
                                               Subaccount         Subaccount        Subaccount         Subaccount         Subaccount
<S>                                          <C>                <C>                <C>                  <C>                <C>    
Units outstanding at
  December 31, 1994                             588,501            767,867          1,433,037            160,875            179,387
Units sold                                      437,510            320,880            420,975             45,571            129,950
Units repurchased                              (362,742)          (180,926)          (331,119)           (51,065)          (184,225)
                                             ----------         ----------         ----------         ----------         ----------
Units outstanding at
  December 31, 1995                             663,269            907,821          1,522,893            155,381            125,112
Units sold                                      516,098            337,323            375,764             29,061            249,298
Units repurchased                              (225,833)          (208,539)          (331,106)           (87,030)          (276,956)
                                             ----------         ----------         ----------         ----------         ----------
Units outstanding at
  December 31, 1996                             953,534          1,036,605          1,567,551             97,412             97,454
Units sold                                      490,480            313,426            297,548             45,022            342,456
Units repurchased                              (252,149)          (194,852)          (296,125)           (27,507)          (298,002)
                                             ----------         ----------         ----------         ----------         ----------
Units outstanding at
  December 31, 1997                           1,191,865          1,155,179          1,568,974            114,927            141,908
                                             ==========         ==========         ==========         ==========         ==========

                                              Treasury          International            World           Emerging
                                                 2000               Stock             Governments         Growth
                                             Subaccount           Subaccount           Subaccount        Subaccount*
<S>                                         <C>                  <C>                   <C>            <C>    
Units outstanding at
  December 31, 1994                           191,747                 --                   --              --
Units sold                                     74,132               80,023               22,558            --
Units repurchased                             (71,746)              (9,147)              (3,339)           --
                                             --------             --------             --------        --------
Units outstanding at
  December 31, 1995                           194,133               70,876               19,219            --
Units sold                                    102,713              194,181               12,790         151,261
Units repurchased                            (100,176)             (48,968)              (7,455)        (33,490)
                                             --------             --------             --------        --------
Units outstanding at
  December 31, 1996                           196,670              216,089               24,554         117,771
Units sold                                     77,604              216,687               46,412         280,804
Units repurchased                             (75,054)             (71,570)              (8,295)        (66,642)
                                             --------             --------             --------        --------
Units outstanding at
  December 31, 1997                           199,220              361,206               62,671         331,933
                                             ========             ========             ========        ========

<FN>
*The data is for the period beginning May 1, 1996 (date of initial activity).
</FN>
</TABLE>


(6)   Condensed Financial Information

      The table below gives per unit information  about the financial history of
each subaccount for each period.
<TABLE>
<CAPTION>

                             CAPITAL APPRECIATION STOCK SUBACCOUNT                     GROWTH AND INCOME STOCK SUBACCOUNT
                       1997       1996       1995       1994                    1997       1996       1995       1994       1993
<S>                  <C>         <C>        <C>        <C>                    <C>        <C>         <C>        <C>        <C>    
 Net asset value:
   Beginning of 
   period             $16.31     $13.55     $10.45     $10.00                  $46.07     $38.09     $29.16     $29.01     $25.73
   End of period       21.27      16.31      13.55      10.45                   60.02      46.07      38.09      29.16      29.01
 Percentage increase
   in unit value
   during period*      30.4%      20.4%      29.7%       4.5%                   30.3%      21.0%      30.6%      0.5%       12.8%
 Number of units
   outstanding at
   end of period     1,191,865   953,534    663,269    588,501                1,155,179  1,036,605   907,821    767,867    612,819


                                      BALANCED SUBACCOUNT                                        BOND SUBACCOUNT
                       1997       1996       1995       1994       1993         1997       1996       1995       1994       1993
<S>                  <C>        <C>        <C>        <C>        <C>           <C>        <C>        <C>        <C>        <C>    
 Net  asset value:
   Beginning of 
   period             $33.40     $30.41     $25.09     $25.44     $23.23       $24.82     $24.35     $21.11     $21.96     $20.35
   End of period       38.69      33.40      30.41      25.09      25.44        26.43      24.82      24.35      21.11      21.96
 Percentage increase
   in unit value
   during period*      15.8%      9.8%       21.2%      -1.4%      9.5%         6.5%       1.9%       15.4%      -3.9%      7.9%
 Number of units
   outstanding at
   end of period     1,568,974  1,567,551  1,522,893  1,433,037  1,310,167     114,927    97,411     155,381    160,875    164,733


                                    MONEY MARKET SUBACCOUNT                                 TREASURY 2000 SUBACCOUNT
                       1997       1996       1995       1994       1993         1997       1996       1995       1994       1993
<S>                   <C>        <C>        <C>        <C>        <C>          <C>        <C>        <C>        <C>        <C>    
 Net asset value:

   Beginning of 
   period             $17.73     $17.05     $16.33     $15.91     $15.67        $8.05      $7.95      $6.63      $7.20      $6.29
   End of period       18.47      17.73      17.05      16.33      15.91         8.53       8.05       7.95       6.63       7.20

 Percentage increase
   in unit value
   during period*      4.1%       4.0%       4.4%       2.6%       1.5%         6.0%       1.3%       19.9%      -7.9%      14.5%

 Number of units
   outstanding at
   end of period      141,908    97,454     125,112    179,387    149,181      199,220    196,670    194,133    191,747    189,107

                                INTERNATIONAL STOCK SUBACCOUNT                            WORLD GOVERNMENTS SUBACCOUNT
                       1997       1996       1995                               1997       1996       1995
<S>                   <C>        <C>        <C>                                <C>        <C>        <C>   
 Net asset value:

   Beginning of 
   period             $12.07     $10.61     $10.00                             $11.74     $11.39     $10.00
   End of period       12.33      12.07      10.61                              11.51      11.74      11.39

 Percentage increase
   in unit value
   during period*      2.2%       13.7%      6.1%                              (2.0%)      3.1%     13.9%

 Number of units
   outstanding at
   end of period      361,206    216,089    70,876                             62,671     24,554     19,219

                                 EMERGING GROWTH SUBACCOUNT**
                       1997       1996
<S>                 <C>        <C> 
 Net asset value:

   Beginning of 
   period             $10.11     $10.00

   End of period       12.21      10.11

 Percentage increase
   in unit value
   during period*      20.8%      1.1%

 Number of units
   outstanding at
   end of period      331,933    117,771

For the Money Market  Subaccount,  the  "seven-day  average yield" for the seven
days ended December 31, 1997, was 4.0% and the "effective yield" for that period
was 4.2%.

<FN>
*The amount of premium  invested in CUNA  Mutual  Life  Variable  Account is the
amount  remaining  after the policy  charges  described  in footnote 3 have been
deducted.  The  policy  charges  have  not  been  taken  into  account  in  this
calculation.  Inclusion  of the  policy  charges  would  reduce  the  percentage
increase in unit value during the period.
**The data is for the period beginning May 1, 1996 (date of initial activity).
</FN>
</TABLE>

<PAGE>


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
CUNA  Mutual Life  Insurance  Company  and  Contract  Owners of CUNA Mutual Life
Variable Account:

We have  audited  the  statements  of  assets  and  liabilities  of the  Capital
Appreciation  Stock  Subaccount,  Growth and Income Stock  Subaccount,  Balanced
Subaccount, Bond Subaccount, Money Market Subaccount,  Treasury 2000 Subaccount,
International Stock Subaccount,  World Governments Subaccount,  and the Emerging
Growth  Subaccount of the CUNA Mutual Life  Variable  Account as of December 31,
1997; the related statements of operations and changes in net assets for each of
the years in the three-year  (one year and eight months for the Emerging  Growth
Subaccount) period then ended; and the condensed financial  information for each
of the  years in the  five-year  (four  years  for  Capital  Appreciation  Stock
Subaccount, three years for International Stock Subaccount and World Governments
Subaccount,  and one year and eight months for the Emerging  Growth  Subaccount)
period  then  ended.   These  financial   statements  and  condensed   financial
information   are  the   responsibility   of  the  Account's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
condensed financial information 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  condensed
financial  information  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, 1997, were verified
by audit of the statements of assets and liabilities of the underlying  funds of
Ultra Series Fund and confirmation with MFS Variable Insurance Trust and T. Rowe
Price.  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 and condensed  financial  information
referred to above  present  fairly,  in all  material  respects,  the  financial
position of the Capital  Appreciation Stock Subaccount,  Growth and Income Stock
Subaccount,  Balanced  Subaccount,  Bond  Subaccount,  Money Market  Subaccount,
Treasury 2000 Subaccount,  International  Stock  Subaccount,  World  Governments
Subaccount,  and the Emerging Growth Subaccount of the CUNA Mutual Life Variable
Account as of December 31, 1997; the results of their  operations and changes in
their net  assets  for each of the years in the  three-year  (one year and eight
months for the Emerging Growth  Subaccount) period then ended; and the condensed
financial  information  for each of the years in the  five-year  (four years for
Capital  Appreciation  Stock  Subaccount,  three years for  International  Stock
Subaccount and World Governments  Subaccount,  and one year and eight months for
the Emerging Growth  Subaccount)  period then ended in conformity with generally
accepted accounting principles.


                                                       KPMG Peat Marwick LLP

Des Moines, Iowa
February 6, 1998



<PAGE>



                       CUNA MUTUAL LIFE INSURANCE COMPANY


               Financial Statements and Supplementary Information

                           December 31, 1997 and 1996



                   (With Independent Auditors' Report Thereon)



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
        Statutory Statements of Admitted Assets, Liabilities, and Surplus
                           December 31, 1997 and 1996
                                 (In Thousands)

<TABLE>
<CAPTION>
                        Admitted Assets                                                    1997               1996
                        ---------------                                                    ----               ----
Investments:
<S>                                                                                    <C>                  <C>      
   Bonds                                                                               $1,570,735           1,652,375
   Stocks:
     Preferred                                                                                102                 132
     Common                                                                                57,292              33,256
   Mortgage loans on real estate                                                          362,958             405,017
   Real estate                                                                             64,771              72,857
   Policy loans                                                                           101,061             101,544
   Other invested assets                                                                   11,459              17,315
   Investment receivable                                                                   14,394               4,940
   Cash and short-term investments                                                         27,260              33,290
                                                                                        ---------           ---------
       Total investments                                                                2,210,032           2,320,726

Premiums receivable                                                                        12,534              11,820
Accrued investment income                                                                  30,540              33,299
Electronic data processing equipment                                                        2,822               2,294
Due from affiliates and related parties                                                    12,093               9,523
Federal income tax recoverable                                                              2,158               2,865
Other assets                                                                                2,936               3,607
Separate accounts                                                                       1,198,978             645,710
                                                                                        ---------           ---------
Total admitted assets                                                                  $3,472,093           3,029,844
                                                                                        =========           =========

                    Liabilities and Surplus
Liabilities:
   Policy reserves:
     Life insurance and annuity contracts                                              $1,749,927           1,828,528
     Accident and health insurance                                                         11,795              11,342
   Supplementary contracts without life contingencies                                      72,664              67,588
   Policyholders' dividend accumulations                                                  153,931             152,053
   Policy and contract claims                                                               7,232               5,868
   Other policyholders' funds:
     Dividends payable to policyholders                                                    23,780              23,270
     Premiums and other deposit funds                                                       4,693               4,958
   Interest maintenance reserve                                                             3,531               2,343
   Liabilities for employees' and agents' retirement plans                                      -              42,617
   Amounts held for others                                                                 20,500              19,731
   Commissions, expenses, taxes, licenses, and fees accrued                                13,133              10,084
   Asset valuation reserve                                                                 41,756              42,013
   Loss contingency reserve for investments                                                 6,050               8,250
   Other liabilities                                                                        8,123              22,481
   Separate accounts                                                                    1,164,297             625,414
                                                                                        ---------           ---------
Total liabilities                                                                       3,281,412           2,866,540
                                                                                        ---------           ---------
Surplus:
   Unassigned surplus                                                                     190,681             163,304
                                                                                        ---------           ---------
Total surplus                                                                             190,681             163,304
                                                                                        ---------           ---------
Total liabilities and surplus                                                          $3,472,093           3,029,844
                                                                                        =========           =========

See accompanying notes to statutory financial statements.

</TABLE>

<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                       Statutory Statements of Operations
                  Years Ended December 31, 1997, 1996, and 1995
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                       1997                1996               1995
                                                                       ----                ----               ----
Income:
<S>                                                                  <C>                  <C>                 <C>    
   Premiums and other considerations:
     Life and annuity                                                $414,724             346,584             262,326
     Accident and health                                               14,886              12,007              10,504
     Supplementary contracts and dividend accumulations                44,194              46,303              48,633
     Annuity and other fund deposits                                  114,825              51,322              22,734
   Net investment income                                              168,192             174,573             173,355
   Reinsurance commissions                                              9,601               9,962              18,523
   Other income                                                         5,862               3,761               7,026
                                                                      -------             -------             -------
       Total income                                                   772,284             644,512             543,101
                                                                      -------             -------             -------
Benefits and expenses:
   Death benefits                                                      37,430              33,592              31,807
   Annuity benefits                                                    49,095              39,086              39,948
   Surrender benefits                                                 176,291             143,867             101,456
   Payments on supplementary contracts without life
     contingencies and dividend accumulations                          44,747              48,896              50,478
   Other benefits to policyholders and beneficiaries                   17,509              12,703              11,013
   (Decrease) increase in policy reserves - life and annuity
     contracts and accident and health insurance                      (78,148)            (54,954)             63,573
   Increase in liabilities for supplementary contracts without life
     contingencies and policyholders' dividend accumulations            6,954               8,328               5,935
   Decrease in group annuity reserves                                      (2)               (233)             (7,276)
   Increase in benefit funds                                            3,975               4,075               4,103
   Commissions                                                         37,017              37,529              25,232
   General insurance expenses, including cost of
     collection in excess of loading on due and deferred
     premiums and other expenses                                       60,722              51,004              59,633
   Insurance taxes, licenses, and fees                                  6,939               6,199               5,585
   Net transfers to separate accounts                                 359,903             267,145             101,369
                                                                      -------             -------             -------
       Total benefits and expenses                                    722,432             597,237             492,856
                                                                      -------             -------             -------
Income before dividends to policyholders, federal
   income taxes, and net realized capital gains (losses)               49,852              47,275              50,245

Dividends to policyholders                                             23,670              23,286              22,004
                                                                      -------             -------             -------
Income before federal income taxes and net
   realized capital gains (losses)                                     26,182              23,989              28,241

Federal income taxes                                                   12,208               7,713              13,321
                                                                      -------             -------             -------
Income before net realized capital gains (losses)                      13,974              16,276              14,920

Net realized capital gains (losses), less federal income taxes
   and transfers to the interest maintenance reserve                    3,885                 171                (567)
                                                                      -------             -------             -------
Net income                                                            $17,859              16,447              14,353
                                                                      =======             =======             =======

See accompanying notes to statutory financial statements.
</TABLE>


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
              Statutory Statements of Changes in Unassigned Surplus
                  Years Ended December 31, 1997, 1996, and 1995
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                       1997                1996             1995
                                                                       ----                ----             ----

<S>                                                                 <C>                  <C>               <C>    
Balance at beginning of year                                         $163,304             154,028           141,677
                                                                      -------             -------           -------

Increase (decrease) in unassigned surplus:
   Net income                                                          17,859              16,447            14,353
   Change in net unrealized gains (losses)                              6,752              (7,135)             (558)
   Change in asset valuation reserve                                      257              (9,811)           (3,386)
   Change in nonadmitted assets                                           285               2,695               497
   Change in surplus of separate accounts                                 209              (2,071)           (2,500)
   Change in separate account seed money                                 (189)              2,232             2,593
   Subsidiary surplus distribution                                          -              13,858                 -
   Change in loss contingency for investments                           2,200              (6,954)              365
   Other miscellaneous changes                                              4                  15               987
                                                                      -------             -------           -------
       Net increase in unassigned surplus                              27,377               9,276            12,351
                                                                      -------             -------           -------
Balance at end of year                                               $190,681             163,304           154,028
                                                                      =======             =======           =======

See accompanying notes to statutory financial statements.

</TABLE>

<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                       Statutory Statements of Cash Flows
                  Years Ended December 31, 1997, 1996 and 1995
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                       1997                1996               1995
                                                                       ----                ----               ----
<S>                                                                 <C>                  <C>                 <C>    
Cash from operations Premiums and other considerations:
     Life, annuity, and accident and health                          $542,420             408,328             294,530
     Supplementary contracts and dividend accumulations                44,194              46,303              48,633
   Investment income received                                         177,984             176,394             176,990
   Reinsurance commissions                                              8,425              13,210              17,735
   Other income                                                         4,931              57,268               9,369
                                                                      -------             -------             -------
       Total provided from operations                                 777,954             701,503             547,257
                                                                      -------             -------             -------

   Life and accident and health claims paid                            42,004              38,809              36,192
   Surrender benefits paid                                            176,291             143,867             101,456
   Other benefits to policyholders paid                               105,505              95,785              96,571
   Commissions, other expenses, and taxes paid,
     excluding federal income taxes                                   105,834              89,017              92,812
   Dividends to policyholders paid                                     23,161              22,542              21,634
   Federal income taxes paid                                           14,558              15,804               7,145
   Net transfers to separate accounts                                 374,057             280,523             106,508
   Interest paid on defined benefit plans                               3,507               4,104               4,074
   Other                                                                  189                 684                   -
                                                                      -------             -------             -------
       Total used in operations                                       845,106             691,135             466,392
                                                                      -------             -------             -------
       Net cash (used in) from operations                             (67,152)             10,368              80,865
                                                                      -------             -------             -------
Cash from investments
   Proceeds from investments sold, matured, or repaid:
     Bonds                                                            285,135             226,919             217,833
     Stocks                                                            17,223              29,960              22,194
     Mortgage loans on real estate                                     47,892              52,773              38,861
     Other invested assets                                                969                 831               1,594
     Real estate                                                       17,701                 700               2,315
                                                                      -------             -------             -------
       Total investment proceeds                                      368,920             311,183             282,797
                                                                      -------             -------             -------
   Cost of investments acquired:
     Bonds                                                            200,692             237,191             236,607
     Stocks                                                            29,724              26,235              22,063
     Mortgage loans on real estate                                      4,704              31,025              67,942
     Real estate                                                       10,929              10,060               6,933
     Other invested assets                                                  -                   -              13,227
     Other cash used                                                    4,098               2,148               4,907
                                                                      -------             -------             -------
       Total investments acquired                                     250,147             306,659             351,679
   (Decrease) increase in policy loans and premium notes                 (475)                664                 398
                                                                      -------             -------             -------
       Net cash from (used in) investments                            119,248               3,860             (69,280)
                                                                      -------             -------             -------
Cash from financing and miscellaneous sources
   Transfer of defined benefit pension plan assets                    (42,247)                  -                   -
   Other cash (applied) provided, net                                 (15,879)              3,762                 254
                                                                      -------             -------             -------
       Net cash (from) used in from financing and
            miscellaneous sources                                     (58,126)              3,762                 254
                                                                      -------             -------             -------
Reconciliation of cash and short-term investments:
   Net change in cash and short-term investments                       (6,030)             17,990              11,839
   Cash and short-term investments at beginning of year                33,290              15,300               3,461
                                                                      -------             -------             -------
   Cash and short-term investments at end of year                     $27,260              33,290              15,300
                                                                      =======             =======             =======

See accompanying notes to statutory financial statements.
</TABLE>


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements
                        December 31, 1997, 1996, and 1995

(1) Summary of Significant Accounting Policies
    Company Operations
    CUNA Mutual Life  Insurance  Company  (the  Company)  offers a full range of
    ordinary life and health insurance products through  face-to-face and direct
    response  distribution systems. The Company's operations are conducted in 49
    states and the District of Columbia. The Company is subject to regulation by
    the Insurance  Departments of states in which it is licensed,  and undergoes
    periodic  examinations  by  those  departments.  

    Basis of  Presentation  
    The accompanying  financial statements have been prepared in conformity with
    accounting  practices  prescribed  or  permitted by the Iowa  Department  of
    Commerce,  Insurance  Division,   (statutory  accounting  practices),  which
    practices differ from generally accepted  accounting  principles (GAAP). The
    more significant of these differences are as follows:

       o The costs  related to  acquiring  business are charged to income in the
         year incurred and, thus, are not amortized over the periods  benefited,
         whereas the  premium  income is  recorded  into  earnings on a pro rata
         basis over the premium-paying periods covered by the policies;
       o Adjustments reflecting the revaluation of investments at statement date
         and equity in  earnings  of  subsidiary  companies  are  carried to the
         statements of changes in unassigned surplus as "net unrealized gains or
         losses," without  providing for income taxes, or income tax reductions,
         with respect to net unrealized gains or losses;
       o Majority owned  subsidiaries  are not  consolidated  and are carried at
         their underlying book value using the equity method of accounting;
       o Policy   reserves  are  based  on  statutory   mortality  and  interest
         requirements,  without consideration for withdrawals,  which may differ
         from reserves based on reasonably  conservative estimates of mortality,
         interest, and withdrawals;
       o Deferred  federal income taxes are not provided for unrealized gains or
         losses and the  temporary  differences  between the  statutory  and tax
         basis of assets and liabilities;
       o "Nonadmitted assets" (principally,  the airplane, prepaid insurance and
         expenses,  furniture,  equipment, and certain receivables) are excluded
         from the balance sheets through a direct charge to surplus;
       o The asset  valuation  reserve is recorded  as a  liability  by a direct
         charge to surplus;
       o The interest maintenance reserve defers recognition of interest-related
         gains  and  losses  from the  disposal  of  investment  securities  and
         amortizes   them  into  income  over  the  remaining   lives  of  those
         securities;
       o The  loss  contingency   reserves  for  investments  are  recorded  as
         liabilities by direct charges to surplus; 
       o Effective in 1996, changes in federal  income tax of prior years are 
         included in  operations.  Prior to 1996, these changes were charged or 
         credited to surplus;
       o Pension  expense  reflects  the  amount  funded  during  the year,  and
         disclosures  related to the pension plan are in  accordance  with ERISA
         requirements;
       o Assets and liabilities are recorded net of ceded reinsurance balances; 
         and
       o Deposits,  surrenders,  and  benefits  on  universal  life and  annuity
         contracts are recorded in the statements of operations.


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(1) Summary of Significant Accounting Policies, Continued

    Basis of Presentation, Continued

    A reconciliation  of net income and surplus between amounts presented herein
    and amounts stated in conformity  with GAAP as of December 31 are as follows
    (000s omitted): 

    Net Income                                     1996                1995 
    Statutory net income                         $16,447              14,353
    Adjustments:
       Federal income taxes                       (9,500)              6,154
       Deferred policy acquisition costs          15,566                 151
       Insurance reserves                         (2,181)             (5,162)
       Investments                                 8,590              (5,435)
       Pension benefits                           (1,457)             (1,395)
       Other                                      (2,365)             (1,475)
                                                  ------              ------
    GAAP net income                              $25,100               7,191
                                                  ======              ======

    Surplus                                        1996                1995
    -------                                        ----                ----
    Statutory surplus                           $163,304             156,269
    Adjustments:
       Federal income taxes                        6,576              19,625
       Deferred policy acquisition costs         130,655             106,405
       Insurance reserves                        (61,701)            (63,882)
       Investments                                33,231              34,826
       Employee benefits                         (21,744)            (18,805)
       Dividends payable to policyholders         11,635              11,235
       Other                                       2,955               9,786
                                                 -------              -------
    GAAP Surplus                                $264,911             255,459
                                                 =======             =======

    The effects of these  variances  on net income and  surplus at December  31,
    1997, although not reasonably  determinable as of this date, are presumed to
    be material.


    Valuation of Investments

    Investments  are  valued  as  prescribed  by  the  National  Association  of
    Insurance   Commissioners  (NAIC).  Bonds  and  short-term  investments  are
    generally carried at amortized cost, preferred stocks at cost, common stocks
    of unaffiliated companies at fair value, and mortgage loans at the amount of
    outstanding  principal  adjusted for premiums and discounts.  Bonds that the
    NAIC has  determined  are  impaired in value are carried at  estimated  fair
    value.  Real estate  acquired in satisfaction of debt is valued at the lower
    of the carrying value of the outstanding mortgage loans or fair value of the
    acquired  real  estate  at  time  of  foreclosure.  The  adjusted  basis  is
    subsequently  depreciated.  Investments in limited partnerships are included
    in other invested assets, and investments in subsidiaries are carried at the
    Company's share of the underlying net equity of the investment.  Home office
    real estate is carried at depreciated cost.

    Realized  gains and losses on the sale of  investments  are  determined on a
    specific   identification   basis.  The  net  unrealized  gains  and  losses
    attributable  to the  adjustment  from book value to carrying  value for all
    investments are reflected in surplus.


    Policy Reserves

    During  1988,  the  Company  began  using the 1980  Commissioners'  Standard
    Ordinary (C.S.O.)  Mortality Table. Prior to the adoption of the 1980 C.S.O.
    table,  reserves were recorded using the 1958 C.S.O.  table. The 1958 C.S.O.
    table is used with interest rate assumptions ranging from 2.5 percent to 5.0
    percent.  The 1980  C.S.O.  table is used  with  interest  rate  assumptions
    ranging from 3.5 percent to 5.5 percent. With respect to older policies, the
    mortality table and interest  assumptions vary from the American  Experience
    table  with 2.5 to 4 percent  interest  to the 1941  C.S.O.  table  with 2.5
    percent  interest.  Approximately  23  percent  of  the  life  reserves  are
    calculated on a net level reserve basis and 77 percent on a modified reserve
    basis.  The effect of the use of a modified  reserve  basis is to  partially
    offset the effect of



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(1) Summary of Significant Accounting Policies, Continued

    Policy Reserves, Continued

    immediately  expensing  acquisition  costs by  providing  a  policy  reserve
    increase in the first policy year which is less than the reserve increase in
    renewal  years.   Fixed  deferred  annuity  reserves  are  calculated  using
    continuous  Commissioners'  Annuity  Reserve  Valuation  Method (CARVM) with
    interest assumptions ranging from 2.5 percent to 7.8 percent.

    Provision for Participating Policy Dividends

    The provision for  participating  policy  dividends is based on the board of
    directors'  determination  and declaration of an equitable  current dividend
    plus a provision  for such  dividend  expected  to be paid in the  following
    year, rather than being provided for ratably over the premium-paying  period
    in accordance  with dividend  scales  contemplated  at the time the policies
    were issued.  Participating business comprised 99.8 percent of ordinary life
    insurance in force and premiums received during 1997.

    Asset Valuation Reserve (AVR) and Interest Maintenance Reserve (IMR)

    An  AVR is  maintained  as  prescribed  by  the  NAIC  for  the  purpose  of
    stabilizing  the surplus of the Company  against  fluctuations in the market
    value of assets.

    An  IMR is  maintained  as  prescribed  by  the  NAIC  for  the  purpose  of
    stabilizing  the surplus of the Company against gains and losses on sales of
    fixed  income  investments  that  are  primarily  attributable  to  changing
    interest  rates.  The  interest-related  gains and losses are  deferred  and
    amortized into income over the remaining lives of the securities.

    Electronic Data Processing Equipment

    Electronic  data  processing  equipment is carried at cost less  accumulated
    depreciation  of  $6,023,003  and  $5,628,340 at December 31, 1997 and 1996,
    respectively.  The equipment is being  depreciated  using the  straight-line
    method over a five-year period.

    Pension Costs

    Pension costs  relating to the  Company's  pension plans are computed on the
    basis of accepted actuarial methods.  The annual  contributions are computed
    according to the aggregate  funding method,  which produces an annual normal
    cost at each valuation  date. Such annual normal cost provides for spreading
    the excess of the  present  value of future  benefits  over the value of the
    assets  of the plan as a level  percentage  of  payroll  over the  remaining
    period of service of active  employees on the valuation  date based upon the
    actuarial  assumptions  adopted.  Gains  and  losses  which  arise  on  each
    valuation  date as the result of differences  between the actual  experience
    and that expected by the actuarial assumptions are spread over the remaining
    period of  service  of active  employees.  The  Company's  policy is to fund
    pension costs accrued.

    Risks and Uncertainties

    In  preparing  the  financial  statements,  management  is  required to make
    estimates  and  assumptions  that affect the reported  amounts of assets and
    liabilities  as of the date of the balance  sheets and revenues and expenses
    for the  period.  Actual  results  could  differ  significantly  from  those
    estimates.  The  following  elements of the  financial  statements  are most
    affected by the use of estimates and assumptions:

         o Investment valuations
         o Insurance reserves

    The Company is subject to the risk that interest rates will change and cause
    a decrease in the value of its investments.  To the extent that fluctuations
    in interest  rates cause the duration of assets and  liabilities  to differ,
    the  Company  may have to sell assets  prior to their  maturity  and realize
    losses.  Interest  rate  exposure  for the  investment  portfolio is managed
    through  asset/liability  management  techniques  which attempt to match the
    duration of the assets with the estimated  duration of the liabilities.  The
    Company had derivative financial  instruments at December 31, 1997 and 1996,
    which are discussed in note 2.

    The Company is subject to the risk that issuers of  securities  owned by the
    Company will default or other parties,  including  reinsurers  which owe the
    Company money,  will not pay. The Company minimizes this risk by adhering to
    a conservative  investment  strategy,  by maintaining strong reinsurance and
    credit and collection policies,  and by providing allowances or reserves for
    any amounts deemed uncollectible.

<PAGE>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(1) Summary of Significant Accounting Policies, Continued

    Risks and Uncertainties, Continued

    The Company is subject to the risk that the legal or regulatory  environment
    in which the Company  operates will change and create  additional  costs and
    expenses not  anticipated  by the Company in pricing its products.  In other
    words,  regulatory  initiatives  designed to reduce  insurer  profits or new
    legal theories may create costs for the insurer beyond those recorded in the
    financial  statements.  The Company  mitigates  this risk by  operating in a
    geographically  diverse  area,  thus  reducing  its  exposure  to any single
    jurisdiction;  closely  monitoring the regulatory  environment to anticipate
    changes; and by using underwriting practices which identify and minimize the
    potential adverse impact of this risk.

    The Company is subject to risk  related to the  conversion  of its  computer
    systems to be year 2000 compliant.  In 1996, the Company initiated a program
    to ensure that all computer systems and  applications  would be prepared for
    the year 2000.  This program  involves the use of both internal and external
    resources  to  identify,  modify or replace,  and test systems for year 2000
    compliance.  This program also  includes  confirming  with vendors that they
    will be year 2000  compliant.  The goal of this  program  is to be year 2000
    compliant by December 31, 1998. Maintenance or modification costs related to
    the year 2000 program are expensed as incurred, while the costs of purchased
    new systems and software are capitalized and amortized over its useful life.

    Disclosures About Fair Value of Financial Instruments

    Statement of Financial  Accounting  Standards  (SFAS) No. 107,  "Disclosures
    About Fair Value of  Financial  Instruments,"  requires  disclosure  of fair
    value  information  about  existing  on  and  off  balance  sheet  financial
    instruments.  In cases where quoted  market prices are not  available,  fair
    values  are  based on  estimates  using  present  value  or other  valuation
    techniques.  These techniques are significantly  affected by the assumptions
    used,  including  the  discount  rate and  estimates  of future  cash flows.
    Although  fair  value  estimates  are  calculated  using   assumptions  that
    management  believes are  appropriate,  changes in  assumptions  could cause
    these estimates to vary materially.  In that regard,  the derived fair value
    estimates cannot be substantiated by comparison to independent  markets and,
    in many  cases,  could not be realized in the  immediate  settlement  of the
    instruments.  Certain financial instruments and all nonfinancial instruments
    are excluded from disclosure requirements.  Accordingly,  the aggregate fair
    value  amounts  presented  do not  represent  the  underlying  value  of the
    Company. In addition,  the tax ramifications of the related unrealized gains
    and losses can have a  significant  effect on fair value  estimates and have
    not been considered in the estimates.

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

       Cash,  short-term  investments,  accrued  investment  income,  and policy
       loans: The carrying amounts  reported for these  instruments  approximate
       their fair values because of the short-term nature of these instruments.

       Bonds and stocks: Fair values for bonds are based on quoted market prices
       where available. For bonds not actively traded, fair values are estimated
       using values obtained from  independent  pricing services or, in the case
       of private placements,  are estimated by discounting expected future cash
       flows  using a  current  market  rate  applicable  to the  yield,  credit
       quality,   and  maturity  of  the   investments.   The  fair  values  for
       unaffiliated  preferred  and  common  stocks  are based on quoted  market
       prices.  The  carrying  value and fair  value for  these  instruments  is
       disclosed in note 2.

       Derivative financial instruments:  The carrying value and fair value for
       these instruments is disclosed in note 2.

       Mortgage  loans on real estate:  The fair values for  mortgage  loans are
       estimated  using  discounted  cash  flow  analyses,   at  interest  rates
       currently  being  offered for similar  loans to  borrowers  with  similar
       credit  ratings.  Loans with similar  characteristics  are aggregated for
       purposes of the  calculations.  Fair values for  mortgages in default are
       reported at the estimated  fair value of the underlying  collateral.  The
       carrying value and fair value for these  instruments is disclosed in note
       2.

       Separate account assets and liabilities: The fair value of assets held in
       separate  accounts is based on quoted  market  prices.  The fair value of
       liabilities related to separate accounts is the amount payable on demand.
       The carrying  amounts reported in these accounts  approximate  their fair
       values.

       Investment contracts:  The fair values of the Company's liabilities under
       investment  type  insurance   contracts  are  estimated  using  the  cash
       surrender  value of the  contracts.  The  estimated  fair  value of these
       liabilities   for  1997  and  1996  were   $1,233,846   and   $1,439,661,
       respectively.
<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(1) Summary of Significant Accounting Policies, Continued

    Derivative Financial Instruments

    The  Company  has  only  limited   involvement  with  derivative   financial
    instruments and does not use them for trading  purposes.  The Company enters
    into derivatives, primarily interest rate swaps and caps, to reduce interest
    rate exposure for long-term  assets and to exchange fixed rates for floating
    interest  rates.  See note 2 for  additional  information  related  to these
    agreements.

    Net  interest  receivable  or payable on those  contracts  that hedge  risks
    associated  with interest  rate  fluctuations  are  recognized in the period
    incurred as an adjustment to investment  income.  Realized capital gains and
    losses  on  equity  swaps  are  recognized  in  the  period  incurred  as an
    adjustment  to net realized  capital  gains and losses.  Unrealized  capital
    gains and losses on equity swaps are charged or credited to surplus.

    Interest  rate cap  agreements  entitle  the  Company  to  receive  from the
    counter-parties  the amounts,  if any, by which the selected market interest
    rates exceed the strike rates stated in the  agreements.  The amount paid to
    purchase the  interest  rate caps is included in other  invested  assets and
    amortized  over the term of the  agreements  as an  adjustment to investment
    income.

    Separate Accounts

    Separate  account assets are funds of separate account  contractholders  and
    the Company,  segregated into accounts with specific investment  objectives.
    The assets are generally  carried at fair value. An offsetting  liability is
    maintained to the extent of contractholders' interests in the assets.

    Appreciation  or  depreciation  of the  Company's  interest in the  separate
    accounts,  including  undistributed  net investment  income, is reflected in
    policyholders' surplus.  Contractholders' interests in net investment income
    and realized and  unrealized  capital  gains and losses on separate  account
    assets are not reflected in operations.

    Reclassifications

    Certain amounts  previously  reported in prior years'  financial  statements
    have been reclassified to conform to the current year presentation.

(2) Investments

    Bonds

    The carrying value,  gross  unrealized  gains and losses,  and the estimated
    fair value of  investments in bonds as of December 31, 1997 and 1996, are as
    follows (000s omitted):
<TABLE>
<CAPTION>

                                                                     Gross                 Gross
                                             Carrying             unrealized            unrealized             Estimated
    Description                                value                 gains                losses              fair value
    1997:
<S>                                       <C>                       <C>                    <C>               <C>      
    United States treasury
       and government securities           $   62,478                 1,532                    38                63,972
    States and political
       subdivisions securities                     47                     -                     -                    47
    Foreign government securities              16,428                 1,154                     -                17,582
    Corporate securities                      989,245                49,050                 2,648             1,035,647
    Mortgage-backed securities                464,286                11,203                   349               475,140
    Other debt securities                      38,251                 1,640                     -                39,891
                                            ---------                ------                 -----              --------
                                           $1,570,735                64,579                 3,035             1,632,279
                                            =========                ======                 =====              ========
</TABLE>



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(2) Investments, Continued
<TABLE>
<CAPTION>
    Bonds, Continued

    1996:
<S>                                       <C>                        <C>                   <C>               <C>   
    United States treasury
       and government securities           $   62,930                 1,331                   293                63,968
    States and political 
       subdivisions securities                     56                     -                     -                    56
    Foreign government securities              17,902                   924                     -                18,826
    Corporate securities                    1,130,062                40,087                 6,934             1,163,215
    Mortgage-backed securities                356,859                 5,961                 2,081               360,739
    Other debt securities                      84,566                 2,473                    86                86,953
                                            ---------                ------                 -----              --------
                                           $1,652,375                50,776                 9,394             1,693,757
                                            =========                ======                 =====              ========
</TABLE>

    A  provision  of  $361,018  and  $63,846  at  December  31,  1997 and  1996,
    respectively,  has been provided for bonds that have been  determined by the
    NAIC to have an  impairment  in value.  In addition  to the asset  valuation
    reserve  provision,  a loss  contingency  reserve  of  $1,700,000  has  been
    established at December 31, 1997,  for projected  bond losses.  There was no
    loss contingency reserve established at December 31, 1996.

    The carrying  value and estimated  fair value of  investments in bonds as of
    December 31, 1997, are shown below by contractual  maturity (000s  omitted).
    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.

                                                    Carrying           Estimated
                                                      value           fair value
       Due in 1 year or less                     $     65,516             65,818
       Due after 1 year through 5 years               396,041            411,424
       Due after 5 years through 10 years             469,017            494,046
       Due after 10 years                             175,875            185,851
                                                    ---------           --------
                                                    1,106,449          1,157,139
       Mortgage-backed securities                     464,286            475,140
                                                    ---------           --------
                                                   $1,570,735          1,632,279
                                                    =========           ========

    The  average  duration  until  maturity  for  the  above  bonds,   excluding
    mortgage-backed securities, is 3.6 years.

    Proceeds from sales of bonds were $57,537,539, $114,187,761, and $95,746,184
    during  1997,  1996,  and 1995,  respectively.  Gross  gains of  $3,975,610,
    $9,250,542 and  $1,546,569,  and gross losses of $684,650,  $5,064,630,  and
    $800,886 were realized on those sales in 1997, 1996, and 1995, respectively.
    Net realized  capital gains  (losses),  less  applicable  income  taxes,  of
    $1,852,451,  $974,141,  and $1,412,534 were  transferred to the IMR in 1997,
    1996, and 1995, respectively.

    Stocks

    The cost,  gross  unrealized  gains and losses,  and estimated fair value on
    unaffiliated stocks are as follows (000s omitted):
                                            Gross          Gross       Estimated
                                         unrealized     unrealized       fair
    December 31, 1997         Cost          gains         losses         value
                              ----          -----         ------         -----
       Common Stock         $44,298         14,010        (2,323)        55,985
       Preferred Stock          102              4             -            106
    December 31, 1996     
       Common Stock         $29,063          5,732        (2,189)        32,606
       Preferred Stock          132              -           (20)           112
                       


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(2) Investments, Continued

    Mortgage Loans on Real Estate

    The Company's  mortgage  portfolio  consists  mainly of commercial  mortgage
    loans. The Company limits its  concentrations of credit risk by diversifying
    its  mortgage  loan  portfolio  so that  loans made in any one state are not
    greater than 20 percent (15 percent in Illinois) of the  aggregate  mortgage
    loan portfolio  balance and loans of no more than 2 percent of the aggregate
    mortgage loan  portfolio  balance are made to any one borrower.  At December
    31, 1997, the commercial mortgage portfolio had an average remaining life of
    approximately  4.9  years.  In  addition  to  the  asset  valuation  reserve
    provision,  a loss  contingency  reserve of  $2,000,000  and  $3,900,000  at
    December  31, 1997 and 1996,  respectively,  has been  provided for mortgage
    loans on real estate.

    The carrying value and estimated fair value of mortgage loans as of December
    31, 1997 and 1996, are as follows (000s omitted):

                             Carrying                Estimated
                               value                fair value
              1997            $362,958                 385,689
              1996             405,017                 423,368

    Assets Designated

    The carrying  values of assets  designated for regulatory  authorities as of
December 31 are as follows (000s omitted):
                                                       1997           1996
                                                       ----           ----
       Bonds and short-term investments             $1,565,951      1,641,398
       Mortgage loans on real estate                   362,958        405,017
       Policy loans                                    101,069        101,544
                                                     ---------      ---------
                                                    $2,029,978      2,147,959
                                                     =========      =========

    Net Investment Income

    Components of net  investment  income as of December 31 are as follows (000s
omitted):
                                           1997          1996          1995
                                           ----          ----          ----
    Bonds                                 $123,395       124,778       127,056
    Preferred stocks                             4            23            73
    Common stocks                              454         1,721         2,393
    Short-term investments                   2,689         2,222         1,447
    Derivative financial instruments        (1,445)         (360)          742
    Mortgage loans on real estate           34,372        37,968        37,835
    Real estate                             10,158        11,456        10,422
    Policy loans                             6,571         6,513         6,392
    Other invested assets                    4,711         4,390           192
    Other                                       11            79            85
                                           -------       -------       -------
        Gross investment income            180,920       188,790       186,637
    Less investment expenses                12,728        14,217        13,282
                                           -------       -------       -------
        Net investment income             $168,192       174,573       173,355
                                           =======       =======       =======

<PAGE>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(2) Investments, Continued

    Realized Gains and Losses

    Net  realized  investment  gains and losses  (before  taxes and  transfer to
    interest  maintenance  reserve) as of December 31 are  summarized as follows
    (000s omitted):
                                                   1997        1996        1995
                                                   ----        ----        ----
   Debt securities                                $1,843      (3,194)       896
   Equity securities                               2,853       6,466      3,322
   Mortgage loans on real estate                   1,030        (433)        76
   Real estate                                     3,056         428        180
   Short-term investments and other                   12           -          -
   Derivative financial instruments                    -      (3,068)    (3,174)
                                                  ------       ------     ------
       Net realized investment gains (losses)     $8,794         199      1,300
                                                  ======       ======     ======

    Derivative Financial Instruments

    As of December 31,  1997,  the Company had an interest  rate swap  agreement
    with a  major  financial  institution,  having  a  notional  amount  of $100
    million.  Under the agreement,  the Company receives  interest payments at a
    floating rate based on an interest rate index,  which was 5.83 percent as of
    December 31, 1997, and pays interest on the same notional  amount at a fixed
    rate, which was 6.96 percent as of December 31, 1997. Amounts exchanged as a
    part of the interest rate  differential  are accounted for as adjustments to
    investment  income.  This  interest  rate swap  agreement  is  scheduled  to
    terminate in the year 2000.  As of December 31, 1997,  the fair value of the
    interest  swap  agreement  was   ($2,785,264).   This  negative  fair  value
    represents  the  estimated  amount the Company would have to pay at December
    31, 1997, to cancel the contract or transfer it to another party.

    As of December 31, 1997,  the Company had three interest rate cap agreements
    with two major  financial  institutions,  having a total notional  amount of
    $500  million.  The  Company  paid  $2,280,000  for these  agreements  which
    terminate in 1999.  The  agreements  entitle the Company to receive from the
    counter-parties  the amounts,  if any, by which the selected market interest
    rates exceed the strike rates stated in the  agreements.  The amount paid to
    purchase the  interest  rate caps is included in other  invested  assets and
    amortized over the term of the agreements. As of December 31, 1997, the fair
    value of the  interest  rate cap  agreements  was  $68,989.  The fair  value
    represents  the  estimated  amount the Company would receive at December 31,
    1997, if it transferred  the agreements to another party. As of December 31,
    1997, the carrying value of the caps was $1,295,152.

    The Company is exposed to credit  losses in the event of  nonperformance  by
    the counter-parties to its swap and cap agreements. The Company anticipates,
    however,  that  the  counter-parties  will be able to  fully  satisfy  their
    obligations under the contracts. The Company monitors the credit standing of
    the counter-parties.

(3) Real Estate

    A  summary  of  real  estate  held as of  December  31 is as  follows  (000s
omitted):
                                           1997                    1996
                                           ----                    ----
 Cost:
   Investment real estate                 $84,297                  91,618
   Home office                             15,615                  15,236
                                         --------                --------
                                           99,912                 106,854
 Less accumulated depreciation             35,141                  33,997
                                         --------                --------
                                          $64,771                  72,857
                                         ========                ========

    Investment real estate and the home office  buildings are being  depreciated
    using the  straight-line  basis over the useful  lives of these  assets.  In
    addition  to the  asset  valuation  reserve  provision,  a loss  contingency
    reserve  of  $2,350,000  and  $4,350,000  at  December  31,  1997 and  1996,
    respectively, has been provided for investment real estate.

(4) Affiliation and Transactions with Affiliates and Related Parties

    The Company has entered into an agreement of permanent affiliation with CUNA
    Mutual Insurance  Society (CMIS), a mutual  multi-line  insurer domiciled in
    Wisconsin. The agreement is not a merger or consolidation, in that both



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(4) Affiliation and Transactions with Affiliates and Related Parties, Continued

    companies  remain  separate  corporate  entities,  and both  continue  to be
    separately owned and ultimately controlled by their respective  policyholder
    groups,  who retain their voting rights without change.  The agreement terms
    include a provision for extensive  financial  reinsurance  of each company's
    individual life and health business, joint development of business plans and
    distribution  systems for the sale of  individual  insurance  and  financial
    service  products  within the credit union  market,  and a provision for the
    sharing of certain  resources and  facilities.  Expenses  relating to shared
    resources  and  facilities  are  allocated  between the  companies and their
    subsidiaries under a jointly developed cost-sharing agreement.  Expenses are
    allocated based on specific identification or, if indeterminable,  generally
    on the basis of usage or benefit derived.  These  transactions  give rise to
    intercompany   account   balances  which  are  settled  at  least  annually.
    Subsequent to each year-end,  the expense  allocation  process is subject to
    review by each company.  Based on these reviews,  allocated expenses to each
    company may be adjusted,  if determined  necessary.  The Company's allocated
    expenses  were  increased  by $975,672 and  $736,162,  during 1997 and 1996,
    respectively, and decreased by $330,037 during 1995.

    Common stock investments on December 31, 1997,  include the Company's wholly
    owned  subsidiary,  Red Fox Motor Hotel Corporation and 50 percent ownership
    of CIMCO Inc. (CIMCO), a noninsurance  affiliate.  The carrying value of the
    subsidiary  investments  on the Company's  books  amounted to $1,306,903 and
    $650,050  at  December  31,  1997 and 1996,  respectively.  Included  in net
    investment income (see note 2) was dividend income of $-0- from Century Life
    Insurance  Company (a former  wholly  owned  subsidiary)  for the year ended
    December 31, 1997 ($1,328,364 for 1996 and $2,000,000 for 1995).

    Expenses are allocated by the Company to its  subsidiaries.  These expenses,
    such  as  salaries,  rents,  depreciation,  and  other  operating  expenses,
    represent the  subsidiaries'  share of expenses and are  allocated  based on
    specific  identification  or, if  indeterminable,  generally on the basis of
    usage or  benefit  derived.  These  transactions  give rise to  intercompany
    account balances which are settled monthly.

    In 1995,  the Company  funded the  purchase  of 50 percent of CUNA  Mortgage
    Corporation by CUNA Mutual Investment  Corporation  (CMIC) by providing cash
    of $13.2  million to CMIC.  In return,  the  Company  received a note with a
    stated maturity date of January 15, 2011. The effective yield on the date of
    the agreement was 10.62 percent. The yield varies over the life of the note,
    as both the yield and the payment stream are determined based on the paydown
    activity  of an  underlying  notional  pool  of  Federal  National  Mortgage
    Association  mortgages.  The structure of this arrangement  provides a hedge
    against the Company's bond holdings, as the return varies inversely with the
    return on the bond portfolio. The carrying value of the note is $7.2 million
    at December 31, 1997, ($9.8 million at December 31, 1996) and is included in
    other invested assets.

    The  Company is party to an  agreement  with CIMCO for  investment  advisory
    services.  CIMCO, 50 percent of which is owned by the Company and 50 percent
    owned by CMIC,  provides an investment program which complies with policies,
    directives,  and guidelines  established by the Company. For these services,
    the  Company  paid  fees  to  CIMCO  totaling  $2,115,000,  $2,581,800,  and
    $2,598,000 for 1997, 1996, and 1995, respectively.


(5) Separate Accounts

    The Company has three separate  account  components.  The first component is
    used for the investment of premiums on flexible premium  variable  universal
    life insurance  policies and has nine subaccounts,  which invest exclusively
    in  shares  of a  single  corresponding  fund.  The  funds  consist  of  the
    following:  Capital  Appreciation Stock,  Growth and Income Stock,  Balanced
    (combination of common stock and bond),  Bond, Money Market,  Treasury 2000,
    International  Stock,  World  Governments,  and Emerging Growth.  The second
    component is used for the investment of group annuity  premium  deposits and
    has 10 subaccounts, which invest in all but the Treasury 2000 fund plus High
    Income and Developing Markets  subaccounts.  The third component is used for
    the investment of premiums received on variable annuity contracts and has 10
    subaccounts,  which  invest in all but the  Treasury  2000  fund,  plus High
    Income and Developing Markets subaccounts.



<PAGE>
                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(6) Annuity Reserves and Deposit Liabilities

    The  withdrawal  characteristics  of the  Company's  annuity  contracts  and
    deposit funds as of December 31 are as follows (000s omitted):

                                                          1997           1996
                                                          ----           ----
  Subject to discretionary withdrawal:
     With market value adjustments                   $   581,114        411,145
     At book value, less surrender charge                431,984        634,606
     At market value                                     749,944        379,682
     At book value, no charge or adjustment              710,936        694,893
                                                       ---------      ---------
                                                       2,473,978      2,120,326
     Not subject to discretionary withdrawal              39,800         33,170
                                                       ---------      ---------
                                                       2,513,778      2,153,496
     Reinsurance ceded                                   437,765        475,913
                                                       ---------      ---------
                                                      $2,076,013      1,677,583
                                                       =========      =========
(7) Reinsurance

    As a result of the  permanent  affiliation  (see note 4),  the  Company  and
    affiliated parent, CMIS, and affiliated  subsidiary,  MEMBERS Life Insurance
    Company  (MLIC),  began  sharing  through  reinsurance  a  majority  of  the
    individual  life,  annuity,  and health  insurance  business  issued by each
    company  after  July 1,  1990.  The  Company  ceded 35 percent of the career
    agency  business  written July 1, 1990,  until  December 31, 1993,  to MLIC.
    Career agency  business  issued  subsequent to January 1, 1994 is 50 percent
    ceded to MLIC.

    Prior to January 1, 1996,  the Company  assumed 50 percent of CMIS's portion
    of the direct business originated by a CMIS joint venture. The joint venture
    agreement was  terminated  for business  marketed  after  December 31, 1995.
    Effective  January 1,  1996,  the  Company  assumes 50 percent of the direct
    business  marketed  solely  by CMIS.  The  Company  follows  the  policy  of
    reinsuring  that  portion of risk in excess of  $500,000  on the life of any
    individual with  unaffiliated  companies.  Reinsurance  under this policy is
    effective prior to sharing under the affiliation agreement.

    The following  amounts  represent the  deductions for  reinsurance  ceded to
    affiliated  and  unaffiliated  companies.  The  Company  is liable for these
    amounts in the event such  companies  are unable to pay their portion of the
    claims (000s omitted):
                                             1997          1996        1995
                                             ----          ----        ----
  Premiums and other considerations      $   33,180        43,382      75,362
                                          =========     =========   =========

  Policy reserves and claim liabilities  $  501,275       534,173     529,827
                                          =========     =========   =========

  Insurance in force                     $1,730,140     1,593,020   1,375,434
                                          =========     =========   =========


Included in the balances  above are the following  amounts  relating to activity
with MLIC (000s omitted):

                                             1997           1996         1995
                                             ----           ----         ----
 Premiums and other considerations       $   30,118         40,853       73,249
                                          =========      =========    =========

 Policy reserves and claim liabilities   $  497,421        530,958      527,150
                                          =========      =========    =========

 Insurance in force                      $1,066,089      1,081,201    1,066,331
                                          =========      =========    =========


Assumed reinsurance activity from CMIS and MLIC are as follows (000s omitted):

                                           1997           1996           1995
                                           ----           ----           ----
 Premiums and other considerations      $   39,644         30,943         25,264
                                         =========      =========      =========

 Policy reserves and claim liabilities  $   30,866         24,074         17,460
                                         =========      =========      =========

 Insurance in force                     $2,358,527      1,950,127      1,411,590
                                         =========      =========      =========

The above intercompany  transactions give rise to intercompany  account balances
which are settled monthly.

<PAGE>
                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements


(8) Federal Income Taxes

    The Company files a consolidated life/nonlife federal income tax return with
    its subsidiaries,  Red Fox Motor Hotel Corporation and PLAN AMERICA Program,
    Inc. The Company's  policy is to collect from or refund to its  subsidiaries
    the amount of taxes  applicable  to its  operations  had it filed a separate
    return.  Net federal  income taxes payable or recoverable  reflect  balances
    payable to or due from  subsidiaries  and the Internal Revenue Service (IRS)
    as follows (000s omitted):
                                              1997                    1996
                                              ----                    ----
    Due from subsidiaries                   $     -                        -
    Due from  IRS                             2,158                    2,865
                                             ------                   ------
                                            $ 2,158                    2,865
                                             ======                   ======

    The actual  federal income tax expense  differs from  "expected" tax expense
    computed by applying the statutory  federal income tax rate of 35 percent to
    the earnings  before  federal  income taxes and net realized  capital  gains
    (losses) for the following reasons (000s omitted):
  <TABLE>
<CAPTION>
                                                       1997                      1996                      1995
                                                  Amount       Percent       Amount       Percent      Amount       Percent
<S>                                            <C>             <C>           <C>          <C>          <C>          <C>  
    Computed "expected" tax expense             $  9,164        35.0%         8,396        35.0%        9,884        35.0%
    Nontaxable investment income                  (1,419)       (5.4)        (4,159)      (17.3)       (3,650)      (12.9)
    Mutual life insurance company
       differential earnings adjustment            4,200        16.0          2,599        10.8         3,259        11.5
    Nondeductible deferred acquisition costs       1,465         5.6            614         2.6           860         3.1
    Change in book and tax reserves                 (670)       (2.6)         1,400         5.8           802         2.8
    Miscellaneous book/tax capital gain
       adjustment                                      -           -              -           -         2,138         7.6
    Prior year over/under accrual                   (200)        (.8)        (1,500)       (6.3)            -           -
    Other, net                                       857         3.3            363         1.6            28         0.1
    Accrued policyholder dividends                (1,189)       (4.5)             -           -             -           -
                                                  ------         ----        ------        ----         -----        ----
                                                 $12,208        46.6%         7,713        32.2%       13,321        47.2%
                                                  ======         ====        ======        ====         =====        ====
</TABLE>

    The Company's  consolidated  federal  income tax return has been examined by
    the IRS through the year ending  December 31, 1994. The Company is currently
    under  examination  for the years ending  December 31, 1995 and December 31,
    1996.  The Company does not expect the  examination  to result in a material
    adjustment.

    The Company has claimed the benefit of the  negative  differential  earnings
    rate (DER) through 1993. The permissibility of the negative DER is currently
    the subject of litigation between the IRS and the mutual segment of the life
    insurance industry.  The Company has established a reserve for its potential
    exposure with respect to this issue.

    Income tax expense (benefit) on net realized capital gains (losses) amounted
    to  $3,056,961,   ($946,308),   and  $455,130  for  1997,  1996,  and  1995,
    respectively.  Of  these  amounts  $997,476,  $524,540,  and  $760,595  were
    transferred  to the IMR in 1997,  1996, and 1995,  respectively.  Net income
    taxes paid were $12,500,000, $16,000,000, and $11,700,000 in 1997, 1996, and
    1995, respectively.

(9) Benefit Plans

    Defined Benefit Pension Plans

    The Company has two  noncontributory  defined  benefit  pension  plans which
    cover   substantially   all  employees  and  agents  who  meet   eligibility
    requirements. Until December 12, 1997, the pension plans were funded through
    a Deposit  Administration  contract  issued by the Company.  On December 12,
    1997,   the   Company   transferred   the  plan   assets  from  the  Deposit
    Administration  contract to State Street Bank and Trust  Company as trustee.
    The amount  transferred  was  $43,871,243  for the defined  benefit  pension
    plans.  Plan assets are now invested  primarily in the Ultra Series Funds, a
    family of  mutual  funds  which  serves as the  investment  vehicle  for the
    Company's  variable  insurance,  annuity,  and pension  products.  The total
    pension  expense for 1997,  1996,  and 1995 was  $2,673,924,  $673,542,  and
    $1,992,599, respectively.

    The actuarial present value of accumulated plan benefits and plan net assets
    available for benefits for the Company's pension plans as of January 1, 1997
    and 1996 are as follows (000s omitted):


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(9) Benefit Plans, Continued

    Defined Benefit Pension Plans, Continued

                                                             1997       1996
                                                             ----       ----
  Actuarial present value of accumulated plan benefits
     Vested                                                $32,101      30,586
     Nonvested                                               1,008       1,035
                                                           -------     -------
                                                           $33,109      31,621
                                                           =======     =======
  Net assets available for benefits                        $46,944      43,659
                                                           =======     =======

    The  discount  rate  used in  determining  the  actuarial  present  value of
    accumulated plan benefits on the two plans was 7 percent for 1997 and 1996.

    Defined Contribution Pension Plans

    The Company has two defined  contribution  plans  (401[k] and thrift)  which
    cover  all  regular   full-time   employees  and  agents  who  meet  certain
    eligibility requirements. Under the plans, the Company contributes an amount
    equal to 50 percent of the  employees'  contributions,  up to a maximum of 3
    percent  of  the  employees'  salaries.   The  Company   contributions  were
    approximately  $997,500,  $1,141,000,  and  $960,000  for  the  years  ended
    December 31, 1997, 1996, and 1995, respectively.

    Nonqualified Pension Plans

    In  addition to the defined  benefit  pension  plans  mentioned  above,  the
    Company  has also  established  three  deferred  compensation  plans and two
    supplemental  benefit plans.  The deferred  compensation  plans are the CUNA
    Mutual Life  Insurance  Company  Deferred  Compensation  Plan for Agents and
    Managers,  which had a liability of $651,858 and $622,088 as of December 31,
    1997 and 1996, respectively; the CUNA Mutual Life Insurance Company Deferred
    Compensation  Plan for Home  Office  Employees,  which  had a  liability  of
    $347,617 and $297,527 as of December  31, 1997 and 1996,  respectively;  and
    the CUNA  Mutual  Life  Insurance  Company  Deferred  Compensation  Plan for
    Managers,  which had a liability  of  $449,457  as of December  31, 1997 and
    1996, respectively.

    The  supplemental  retirement  plans include the CUNA Mutual Life  Insurance
    Company Supplemental Retirement Plan for Agents and Managers, which replaces
    the loss of  benefits  under the  regular  pension  plan which  occurs  when
    deferred  compensation is removed from an agent's or manager's earnings base
    in order to calculate  pension  benefits.  The balance of the  liability for
    this  plan is  $367,199  and  $375,782  as of  December  31,  1997 and 1996,
    respectively.  The other  plan is the CUNA  Mutual  Life  Insurance  Company
    Supplemental  Retirement Plan for Home Office Employees,  which replaces the
    loss of benefits  under the regular  pension plan which occurs when deferred
    compensation is removed from a home office employee's earnings base in order
    to calculate pension benefits. The balance of the liability for this plan is
    $45,052 and $36,928 as of December 31, 1997 and 1996, respectively.

    Postretirement Benefit Plans

    The  Company  provides  certain  medical  and life  insurance  benefits  for
    retirees  and their  beneficiaries  and covered  dependents.  The  Company's
    medical  benefit plan provides  subsidized  coverage  after  retirement  for
    eligible full-time employees and agents, their spouses,  and dependents,  up
    to age 65. Starting at age 65, retirees pay the full cost of their coverage.
    Additionally,  the  Company  provides  group  term  life  insurance  for its
    retirees,  the face amount of which is based on the  individual's  salary at
    retirement.  The cost of  postretirement  benefits  other than  pensions  is
    recognized by the Company during the employee's active working careers.  The
    Company  adopted  this  accounting  policy as of  January  1,  1992,  and is
    amortizing the related initial impact over twenty years.

    The  following  information  is presented on a combined  plan basis and sets
    forth the accumulated  post-retirement benefit obligation, the liability for
    such obligations included in the accompanying Company financial  statements,
    and the  postretirement  benefit expense at December 31, 1997 and 1996 (000s
    omitted):



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

  (9)    Benefit Plans, Continued

    Postretirement Benefit Plans, Continued
                                                          1997          1996
                                                          ----          ----
 Accumulated postretirement benefit obligation:
     Active plan participants                            $2,716          1,748
     Inactive plan participants                           5,224          4,578
                                                       --------       --------
                                                          7,940          6,326

 Transition obligation                                   (1,731)        (1,864)
 Unrecognized loss                                       (2,061)        (2,000)
 Unrecognized prior service cost                            (44)           (55)
                                                       --------       --------
     Accrued postretirement benefit cost                 $4,104          2,407
                                                       ========       ========

     Net periodic  postretirement  benefit expense for 1997 and 1996,  including
the following components (000s omitted):

                                                            1997          1996
                                                            ----          ----
Service cost                                              $   889          439
Interest cost on projected benefit obligation                 489          353
Amortization
    Prior service cost                                         12            -
    Transition obligation                                     133          124
    Unrecognized loss                                         553           64
                                                         --------     --------
       Net periodic postretirement benefit expense         $2,076          980
                                                         ========     ========

     The weighted average  discount rate used in determining the  postretirement
     benefit  obligation  at  December  31,  1997 and 1996,  was 8 percent;  the
     initial  health  care cost trend rate was 10 percent,  trending  down to an
     ultimate rate of 5.5 percent; and the weighted average rate of compensation
     increase was 5.5 percent.  The health care cost trend rate assumption has a
     significant effect on the amounts reported.  To illustrate,  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,
     1997,  by $746,060 and the  estimated  eligibility  cost and interest  cost
     components  of  net  periodic  postretirement  benefit  cost  for  1997  by
     $175,676.

(10) Commitments and Contingencies

     The Company  participates in a securities  lending program.  All securities
     loaned are fully collateralized with cash, U.S. government  securities,  or
     irrevocable bank letters of credit.  At December 31, 1997, the par value of
     securities loaned by the Company totaled $4,760,000.

     The Company had no outstanding loan commitments at December 31, 1997.

     The  Company is a defendant  in various  legal  actions  arising out of the
     conduct of its business.  In the opinion of management  and in-house  legal
     counsel,  the ultimate  liability,  if any, resulting from all such pending
     actions will not  materially  affect the  financial  position or results of
     operations of the Company.



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                      Schedule I - Summary of Investments -
                    Other than Investments in Related Parties
                                December 31, 1997
<TABLE>
<CAPTION>

                                                                                                         Amount at which
                                                                                                          shown in the
                                                                                                       Statutory Statement
                                                                                                       of Admitted Assets,
                                                              Cost                    Value         Liabilities, and Surplus
<S>                                                      <C>                     <C>                      <C>       
Fixed maturities:
   Bonds:
     United States government and government
       agencies and authorities                             $62,477,467             63,971,799               62,477,467
     States, municipalities and political subdivisions           47,400                 47,000                   47,400
     Foreign governments                                     16,427,875             17,582,910               16,427,875
     Public utilities                                       989,558,381          1,035,646,511              989,244,978
     All other corporate bonds                              464,333,485            475,140,295              464,285,921
     Mortgage-backed securities                              38,251,041             39,890,882               38,250,988
                                                           ------------           ------------             ------------
       Total fixed maturities                             1,571,095,649          1,632,279,397            1,570,734,629
                                                           ============           ============             ============

Equity securities:
   Common stocks:
     Public utilities                                         2,474,206              3,085,372                3,085,372
     Banks, trust, and insurance companies                    2,368,309              3,619,412                3,619,412
     Industrial, miscellaneous, and all other                39,455,015             49,279,979               49,279,979
   Nonredeemable preferred stocks                               101,745                105,938                  101,745
                                                           ------------           ------------             ------------
       Total equity securities                               44,399,275             56,090,701               56,086,508
                                                           ------------           ============             ------------       

Mortgage loans on real estate                               362,958,135                                     362,958,135
Real estate                                                  15,340,276                                      15,340,276
Real estate acquired in satisfaction of debt                 49,430,489                                      49,430,489
Policy loans                                                101,061,250                                     101,061,250
Other long-term investments                                  11,459,028                                      11,459,028
Investment receivable                                        14,394,777                                      14,394,777
Short-term investments                                       19,795,355                                      19,795,355
                                                           ------------                                    ------------
       Total investments                                 $2,189,934,181                                   2,201,260,447
                                                           ============                                    ============
</TABLE>


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
               Schedule III - Supplementary Insurance Information
                  Years Ended December 31, 1997, 1996, and 1995

<TABLE>
<CAPTION>

                                                           Future
                                                           policy                              Other
                                                          benefits,                           policy
                                        Deferred           losses,                            claims
                                         policy            claims                               and
                                       acquisition        and loss          Unearned         benefits           Premium
Segment                                   costs           expenses          premiums          payable           revenue

<S>                                   <C>               <C>                <C>              <C>              <C>
Year ended December 31, 1997:
   Life insurance                      $    -            1,838,556,204          -             7,181,708       588,628,879
                                        =========         ============      ========          =========       ===========

Year ended December 31, 1996:
   Life insurance                      $    -            1,911,927,116          -             5,816,767       456,216,468
                                        =========         ============      ========          =========       ===========

Year ended December 31, 1995:
   Life insurance                      $    -            1,923,141,658          -             6,165,455       344,197,150
                                        =========         ============      ========          =========       ===========






                                                          Benefits        Amortization
                                                           claims          of deferred
                                           Net           losses and          policy            Other
                                       investment        settlement        acquisition       operating          Premium
                                         income           expenses            costs          expenses           written

Year ended December 31, 1997:
   Life insurance                      $168,191,667       253,871,140           -           108,657,518            -
                                        ===========       ===========       ========         ==========        ========

Year ended December 31, 1996:
   Life insurance                      $174,573,265       268,333,774           -            61,758,217            -
                                        ===========       ===========       ========         ==========        ========

Year ended December 31, 1995:
   Life insurance                      $173,355,504       296,934,768           -            94,552,148            -
                                        ===========       ===========       ========         ==========        ========
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                            Schedule IV - Reinsurance
                  Years Ended December 31, 1997, 1996, and 1995

                                                                             Assumed                          Percentage
                                                       Ceded to other      from other                          of amount
                                      Gross amount        companies         companies       Net amount      assumed to net

<S>                                   <C>                 <C>              <C>              <C>                 <C>  
Year ended December 31, 1997:
   Life insurance in force            $11,011,821,402     1,730,140,000    2,358,526,598    11,640,208,000       20.3%
                                       ==============      ============     ============     =============      ======

   Premiums
     Life insurance                   $   421,255,332        32,540,795       26,009,624       414,724,161
     Accident and health insurance          1,891,033           639,302       13,633,904        14,885,635
                                       --------------      ------------     ------------     -------------
 
       Total premiums                 $   423,146,365        33,180,097       39,643,528       429,609,796        9.2%
                                       ==============      ============     ============     =============      ======

Year ended December 31, 1996:
   Life insurance in force            $11,034,287,601     1,593,020,119    1,950,126,518    11,391,394,000       17.1%
                                       ==============      ============     ============     =============      ======

   Premiums
     Life insurance                   $   369,320,913        42,927,795       20,190,933       346,584,051
     Accident and health insurance          1,709,891           454,396       10,751,785        12,007,280
                                       --------------      ------------     ------------     -------------

       Total premiums                 $   371,030,804        43,382,191       30,942,718       358,591,331        8.6%
                                       ==============      ============     ============     =============      ======

Year ended December 31, 1995:
   Life insurance in force            $10,930,404,549     1,375,434,224    1,411,589,675    10,966,560,000       12.9%
                                       ==============      ============     ============     =============      ======

   Premiums
     Life insurance                   $   321,231,937        74,971,145       16,065,694       262,326,486
     Accident and health insurance          1,696,238           391,181        9,198,546        10,503,603
                                       --------------      ------------     ------------     -------------

       Total premiums                 $   322,928,175        75,362,326       25,264,240       272,830,089        9.3%
                                       ==============      ============     ============     =============      ======
</TABLE>


<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
CUNA Mutual Life Insurance Company:

We have  audited the  accompanying  statutory  statements  of  admitted  assets,
liabilities,  and surplus of CUNA Mutual Life  Insurance  Company as of December
31, 1997 and 1996, and the related statutory  statements of operations,  changes
in unassigned  surplus,  and cash flows for each of the years in the  three-year
period ended  December 31, 1997. In connection  with our audits of the financial
statements,  we also have audited the financial  statement schedules I, III, and
IV.  These  financial  statements  and  financial  statement  schedules  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and financial statement schedules 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.

As  described  more fully in note 1 to the  financial  statements,  the  Company
prepared these financial  statements  using accounting  practices  prescribed or
permitted  by  the  Iowa  Department  of  Commerce,  Insurance  Division,  which
practices differ from generally accepted accounting  principles.  The effects of
the variances  between the statutory basis of accounting and generally  accepted
accounting  principles  on the  1996  and  1995  financial  statements  are also
described  in note 1.  The  effects  of such  variances  on the  1997  financial
statements,  although not reasonably  determinable as of this date, are presumed
to be material.

In our  opinion,  because of the effects of the matters  discussed  in the third
paragraph  of this report,  the  financial  statements  referred to above do not
present fairly, in conformity with generally accepted accounting principles, the
financial position of CUNA Mutual Life Insurance Company as of December 31, 1997
and 1996,  or the  results of its  operations  or its cash flows for each of the
years in the three-year period ended December 31, 1997.

Also, in our opinion, the financial statements referred to above present fairly,
in all material respects,  the admitted assets,  liabilities and surplus of CUNA
Mutual Life Insurance  Company as of December 31, 1997 and 1996, and the results
of its  operations  and its cash  flows for each of the years in the  three-year
period ended December 31, 1997, on the basis of accounting  described in note 1.
Also, in our opinion, the related financial statement schedules, when considered
in relation to the basic financial statements, taken as a whole, present fairly,
in all material respects, the information set forth therein.



                                              KPMG PEAT MARWICK LLP
Des Moines, Iowa
March 27, 1998





<PAGE>



                                   APPENDIX A

                         ILLUSTRATIONS OF POLICY VALUES
                               AND DEATH BENEFITS

The following tables have been prepared to help show how values under the Policy
can  change  with  investment  performance.  Separate  tables  based  on  unisex
mortality  rates are available  from the address shown on the first page of this
prospectus. At your request, the Company will provide an illustration based upon
your Age, planned premium payments and other factors.

   
The illustrations are based on the following five factors. (The upper right hand
corner of each illustration identifies those factors.)
    

     1.   Age at issue - Some show Age 35. Others show Age 50.

     2.   Planned annual premium The premium illustrated is $1,200 or $2,500.

     3.   Cost of  Insurance - Some show the  mortality  rates  currently  being
          charged.  Others  show  the  guaranteed  rate  (the  maximum  rate the
          contract allows the Company to charge).

     4.   Projected  Dividends - Illustrations  based on current mortality rates
          include  projected   dividends.   Illustrations  based  on  guaranteed
          mortality rates do not.

   
     5.   Choice of death  benefit  option - Some show  option 1 and others show
          option 2.
    

Factors That Do Not Vary

   
All the illustrations make the following assumptions:

     o    The Insured is a non smoker.

     o    The Specified Amount of coverage is $100,000.

     o    Planned  premiums  are paid on the first day of the Policy year for 30
          years.

     o    No loans are taken.

     o    No withdrawals are made.

     o    All Net Premium is  allocated  to the  Separate  Account and  invested
          equally in each Fund.

     o    No changes are made to the Specified Amount.

     o    No transfer fees are incurred.

     o    The Policy has no riders.

     o    The charge for state Premium Tax is 2%.

     o    No federal income tax is paid.
    

Effect of Hypothetical Investment Returns

To show how investment return affects Policy values, the tables illustrate three
different  hypothetical  rates of return.  The tables show gross annual rates of
return of 0%, 6% and 12%, which produce  approximate  net annual rates of return
of -1.64%,  4.36% and  10.36%,  respectively.  Net  returns are lower than gross
returns due to charges made by the Separate Account and by the underlying series
funds. Charges are expressed as a percentage of average daily net assets.

The table below shows for each Subaccount the total of the mortality and expense
fee and the underlying series level fees.

   
                                Mortality & Expense        Fund Fees*     Total
Capital Appreciation Stock               .90                  .81          1.71
Growth and Income Stock                  .90                  .61          1.51
Balanced                                 .90                  .71          1.61
Bond                                     .90                  .56          1.46
Money Market                             .90                  .46          1.36
Treasury 2000                            .90                  .45          1.35
International Stock                      .90                 1.05          1.95
MFS World Governments                    .90                 1.00          1.90
MFS Emerging Growth                      .90                 0.87          1.77

Average                                  .90                  .72          1.62
    

*These are current charges.  Each Fund has the right to change its charge in the
future.

These charges are more fully described in the Series funds'  Prospectuses and in
the  Statements  of Additional  Information  available  without  charge from the
address shown on the first page of this prospectus.

How Varying a Factor Affects Hypothetical Investment Returns

Changing any factor in the  illustrations  would change many numbers  throughout
the table.  For  example,  illustrated  values would be different if the Insured
were a different Age, a different risk  classification,  or if unisex  mortality
rates were used.  Policy  values would change if premiums were paid at different
times or in different amounts or if investment rates of return fluctuated up and
down.  Policy  values based on current  mortality  charges would be lower if the
Company  did  not  pay  the  dividends  it has  projected  but  not  guaranteed.
(Dividends  are  expected  to be $39  beginning  in Policy year 11, plus .61% of
average  Accumulated  Value  during  Policy  years 11-20 and 1.01%  beginning in
Policy  year 21.)  Policy  values  would be lower if more  expenses  were  paid.
Expenses vary by each underlying series fund portfolio and each has the right to
change its charge in the future.  The  illustrations do not show any charges for
federal  income  taxes.  If in the future taxes were due,  gross annual rates of
return would have to exceed 0%, 6% and 12% by an amount  sufficient to cover the
charge for taxes in order to produce the Policy values shown.



<PAGE>

                          ILLUSTRATION OF POLICY VALUES
                        MEMBERSAE Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 1
<TABLE>
<CAPTION>
   Male Non Smoker                                                                                                Age at Issue: 35
   Specified Amount: $100,000                                                                               Annual Premium: $1,200
   Planned Premium Payable Annually for: 30 years                                              Based on: Current Mortality Charges
   Policy Loans and Withdrawals: None                                                                Projected Dividends: Included
   Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                     Death Benefit: Option 1*

 ------- ------------- ---------------------------------- ----------------------------------- =====================================
           Premiums
 End     Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
 of        Interest              (-1.64% NET)                        (4.36% NET)                          (10.36% NET)
  Year     Per Year
                       ---------------------------------- ----------------------------------- =====================================
                          Death     Accum     Cash           Death     Accum        Cash      Death       Accum Value     Cash
                         Benefit     Value    Surrender     Benefit     Value     Surrender    Benefit                  Surrender
                                                Value                               Value                                 Value
 ------- ------------- ------------ --------- ----------- ------------ --------- ------------ ----------- ------------ ============
  <S>      <C>            <C>         <C>         <C>        <C>         <C>          <C>       <C>          <C>          <C>
   1        1,260          100,000       871         100      100,000       932          161     100,000          994          223
   2        2,583          100,000     1,721         988      100,000     1,898        1,166     100,000        2,083        1,351
   3        3,972          100,000     2,546       1,852      100,000     2,896        2,202     100,000        3,275        2,581
   4        5,431          100,000     3,347       2,692      100,000     3,926        3,271     100,000        4,580        3,925
   5        6,962          100,000     4,123       3,545      100,000     4,990        4,412     100,000        6,010        5,431
   6        8,570          100,000     4,873       4,372      100,000     6,086        5,585     100,000        7,574        7,073
   7        10,259         100,000     5,595       5,209      100,000     7,216        6,831     100,000        9,287        8,902
   8        12,032         100,000     6,289       6,019      100,000     8,380        8,111     100,000       11,165       10,895
   9        13,893         100,000     6,954       6,800      100,000     9,579        9,425     100,000       13,223       13,069
   10       15,848         100,000     7,590       7,590      100,000    10,813       10,813     100,000       15,481       15,481
   15       27,189         100,000    11,734      11,734      100,000    19,308       19,308     100,000       32,806       32,806
   20       41,663         100,000    15,234      15,234      100,000    29,777       29,777     100,000       61,902       61,902
   25       60,136         100,000    18,190      18,190      100,000    43,473       43,473     151,177      112,818      112,818
   30       83,713         100,000    19,803      19,803      100,000    60,847       60,847     242,899      199,098      199,098
 ======= ============= ============ ========= =========== ============ ========= ============ =========== ============ ============


IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those shown and will depend on a number of factors, including the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio described in the section of the prospectus  titled POLICY BENEFITS,  Death
Proceeds - Death Benefit Options 1 and 2.
</FN>
</TABLE>
<PAGE>
                          ILLUSTRATION OF POLICY VALUES
                        MEMBERSAE Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 2
<TABLE>
<CAPTION>
Male Non Smoker                                                                                                Age at Issue: 35
Specified Amount: $100,000                                                                               Annual Premium: $1,200
Planned Premium Payable Annually for: 30 years                                           Based on: Guaranteed Mortality Charges
Policy Loans and Withdrawals: None                                                            Projected Dividends: Not Included
Hypothetical Gross Rates of Return: 0, 6 and 12%                                                       Death Benefit: Option 1*

  ------- ------------- ---------------------------------- ----------------------------------- =====================================
  End       Premiums
  of      Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
   Year     Interest              (-1.64% NET)                        (4.36% NET)                          (10.36% NET)
            Per Year
                        ---------------------------------- ----------------------------------- =====================================
                           Death     Accum     Cash           Death     Accum        Cash         Death     Accum          Cash
                          Benefit     Value    Surrender     Benefit     Value     Surrender     Benefit      Value     Surrender
                                                 Value                               Value                                Value
  ------- ------------- ------------ --------- ----------- ------------ --------- ------------ ------------ ---------- =============
   <S>      <C>            <C>        <C>         <C>         <C>        <C>          <C>        <C>         <C>          <C>
    1        1,260          100,000       871         100      100,000       932          161      100,000        994           223
    2        2,583          100,000     1,721         988      100,000     1,898        1,166      100,000      2,083         1,351
    3        3,972          100,000     2,546       1,852      100,000     2,896        2,202      100,000      3,275         2,581
    4        5,431          100,000     3,347       2,692      100,000     3,926        3,271      100,000      4,580         3,925
    5        6,962          100,000     4,123       3,545      100,000     4,990        4,412      100,000      6,010         5,431
    6        8,570          100,000     4,873       4,372      100,000     6,086        5,585      100,000      7,574         7,073
    7        10,259         100,000     5,595       5,209      100,000     7,216        6,831      100,000      9,287         8,902
    8        12,032         100,000     6,289       6,019      100,000     8,380        8,111      100,000     11,165        10,895
    9        13,893         100,000     6,954       6,800      100,000     9,579        9,425      100,000     13,223        13,069
    10       15,848         100,000     7,590       7,590      100,000    10,813       10,813      100,000     15,481        15,481
    15       27,189         100,000    10,480      10,480      100,000    17,763       17,763      100,000     30,857        30,857
    20       41,663         100,000    12,274      12,274      100,000    25,607       25,607      100,000     55,757        55,757
    25       60,136         100,000    12,353      12,353      100,000    34,129       34,129      129,494     96,638        96,638
    30       83,713         100,000     9,637       9,637      100,000    43,010       43,010      198,019    162,311       162,311
  ======= ============= ============ ========= =========== ============ ========= ============ ============ ========== =============


IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those shown and will depend on a number of factors, including the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio described in the section of the prospectus  titled POLICY BENEFITS,  Death
Proceeds - Death Benefit Options 1 and 2.
</FN>
</TABLE>
<PAGE>
                          ILLUSTRATION OF POLICY VALUES
                        MEMBERSAE Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 3
<TABLE>
<CAPTION>
 Male Non Smoker                                                                                                 Age at Issue: 35
 Specified Amount: $100,000                                                                                Annual Premium: $1,200
 Planned Premium Payable Annually for: 30 years                                               Based on: Current Mortality Charges
 Policy Loans and Withdrawals: None                                                                 Projected Dividends: Included
 Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                      Death Benefit: Option 2*

   ------- ------------- ---------------------------------- ----------------------------------- ====================================
             Premiums
   End     Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
   of        Interest              (-1.64% NET)                        (4.36% NET)                          (10.36% NET)
    Year     Per Year
                         ---------------------------------- ----------------------------------- ====================================
                            Death     Accum     Cash           Death     Accum        Cash         Death     Accum          Cash
                           Benefit     Value    Surrender     Benefit     Value     Surrender     Benefit      Value     Surrender
                                                  Value                               Value                                Value
   ------- ------------- ------------ --------- ----------- ------------ --------- ------------ ------------ ---------- ============
  <S>      <C>              <C>         <C>         <C>        <C>         <C>          <C>       <C>         <C>          <C>
     1        1,260          100,869       869          98      100,930       930          159      100,992        992           221
     2        2,583          101,715     1,715         983      101,892     1,892        1,160      102,077      2,077         1,344
     3        3,972          102,536     2,536       1,842      102,884     2,884        2,190      103,262      3,262         2,568
     4        5,431          103,330     3,330       2,674      103,905     3,905        3,250      104,556      4,556         3,900
     5        6,962          104,097     4,097       3,519      104,957     4,957        4,379      105,969      5,969         5,390
     6        8,570          104,835     4,835       4,333      106,037     6,037        5,536      107,510      7,510         7,009
     7        10,259         105,542     5,542       5,157      107,146     7,146        6,760      109,192      9,192         8,807
     8        12,032         106,220     6,220       5,950      108,283     8,283        8,013      111,029     11,029        10,759
     9        13,893         106,865     6,865       6,711      109,449     9,449        9,295      113,034     13,034        12,879
     10       15,848         107,477     7,477       7,477      110,642    10,642       10,642      115,222     15,222        15,222
     15       27,189         111,508    11,508      11,508      118,886    18,886       18,886      132,013     32,013        32,013
     20       41,663         114,779    14,779      14,779      128,752    28,752       28,752      159,533     59,533        59,533
     25       60,136         117,287    17,287      17,287      141,014    41,014       41,014      206,497    106,497       106,497
     30       83,713         118,080    18,080      18,080      155,065    55,065       55,065      284,813    184,813       184,813
   ======= ============= ============ ========= =========== ============ ========= ============ ============ ========== ============


IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those shown and will depend on a number of factors, including the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Accumulated Value on date of death, or (2) the Accumulated Value on the
date of death  multiplied by the Death Benefit Ratio described in the section of
the prospectus titled POLICY BENEFITS,  Death Proceeds - Death Benefit Options 1
and 2.
</FN>
</TABLE>
<PAGE>


                          ILLUSTRATION OF POLICY VALUES
                        MEMBERSAE Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 4
<TABLE>
<CAPTION>
 Male Non Smoker                                                                                                Age at Issue: 35
 Specified Amount: $100,000                                                                               Annual Premium: $1,200
 Planned Premium Payable Annually for: 30 years                                           Based on: Guaranteed Mortality Charges
 Policy Loans and Withdrawals: None                                                            Projected Dividends: Not Included
 Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                     Death Benefit: Option 2*

   ------- ------------- ---------------------------------- ----------------------------------- ====================================
             Premiums
   End     Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
   of        Interest              (-1.64% NET)                        (4.36% NET)                          (10.36 NET)
    Year     Per Year
                         ---------------------------------- ----------------------------------- ====================================
                            Death     Accum     Cash           Death     Accum        Cash         Death     Accum          Cash
                           Benefit     Value    Surrender     Benefit     Value     Surrender     Benefit      Value     Surrender
                                                  Value                               Value                                Value
   ------- ------------- ------------ --------- ----------- ------------ --------- ------------ ------------ ---------- ============
  <S>        <C>            <C>         <C>         <C>        <C>         <C>          <C>       <C>         <C>          <C>
     1        1,260          100,869       869          98      100,930       930          159      100,992        992           221
     2        2,583          101,715     1,715         983      101,892     1,892        1,160      102,077      2,077         1,344
     3        3,972          102,536     2,536       1,842      102,884     2,884        2,190      103,262      3,262         2,568
     4        5,431          103,330     3,330       2,674      103,905     3,905        3,250      104,556      4,556         3,900
     5        6,962          104,097     4,097       3,519      104,957     4,957        4,379      105,969      5,969         5,390
     6        8,570          104,835     4,835       4,333      106,037     6,037        5,536      107,510      7,510         7,009
     7        10,259         105,542     5,542       5,157      107,146     7,146        6,760      109,192      9,192         8,807
     8        12,032         106,220     6,220       5,950      108,283     8,283        8,013      111,029     11,029        10,759
     9        13,893         106,865     6,865       6,711      109,449     9,449        9,295      113,034     13,034        12,879
     10       15,848         107,477     7,477       7,477      110,642    10,642       10,642      115,222     15,222        15,222
     15       27,189         110,184    10,184      10,184      117,216    17,216       17,216      129,839     29,839        29,839
     20       41,663         111,638    11,638      11,638      124,161    24,161       24,161      152,400     52,400        52,400
     25       60,136         111,134    11,134      11,134      130,638    30,638       30,638      186,898     86,898        86,898
     30       83,713         107,578     7,578       7,578      135,105    35,105       35,105      239,297    139,297       139,297
   ======= ============= ============ ========= =========== ============ ========= ============ ============ ========== ============


IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those shown and will depend on a number of factors, including the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Accumulated Value on date of death, or (2) the Accumulated Value on the
date of death  multiplied by the Death Benefit Ratio described in the section of
the prospectus titled POLICY BENEFITS,  Death Proceeds - Death Benefit Options 1
and 2.
</FN>
</TABLE>
<PAGE>


                          ILLUSTRATION OF POLICY VALUES
                        MEMBERSAE Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 5
<TABLE>
<CAPTION>
Male Non Smoker                                                                                                Age at Issue: 50
Specified Amount: $100,000                                                                               Annual Premium: $2,500
Planned Premium Payable Annually for: 30 years                                              Based on: Current Mortality Charges
Policy Loans and Withdrawals: None                                                                Projected Dividends: Included
Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                     Death Benefit: Option 1*

  ------- ------------- ---------------------------------- ------------------------------------ ====================================
            Premiums
  End     Accum at 5%              0.00% GROSS                         6.00% GROSS                         12.00% GROSS
  of        Interest              (-1.64% NET)                         (4.36% NET)                         (10.36% NET)
   Year     Per Year
                                                           ------------------------------------ ====================================
                        ------------ --------- -----------
                           Death     Accum     Cash           Death     Accum       Cash        Death       Accum          Cash
                          Benefit     Value    Surrender     Benefit      Value     Surrender    Benefit      Value     Surrender
                                                 Value                                Value                               Value
  ------- ------------- ------------ --------- ----------- ------------ ----------- ----------- ----------- ---------- =============
  <S>      <C>             <C>         <C>         <C>        <C>         <C>          <C>       <C>         <C>          <C>
    1        2,625          100,000     1,796         205      100,000       1,924         333     100,000      2,051           460
    2        5,381          100,000     3,538       2,026      100,000       3,906       2,395     100,000      4,290         2,779
    3        8,275          100,000     5,223       3,791      100,000       5,948       4,516     100,000      6,735         5,303
    4        11,314         100,000     6,851       5,499      100,000       8,051       6,699     100,000      9,409         8,057
    5        14,505         100,000     8,426       7,233      100,000      10,223       9,030     100,000     12,341        11,148
    6        17,855         100,000     9,949       8,915      100,000      12,468      11,434     100,000     15,561        14,527
    7        21,373         100,000    11,399      10,604      100,000      14,770      13,974     100,000     19,083        18,288
    8        25,066         100,000    12,780      12,223      100,000      17,133      16,577     100,000     22,946        22,389
    9        28,945         100,000    14,085      13,767      100,000      19,559      19,241     100,000     27,186        26,868
    10       33,017         100,000    15,315      15,315      100,000      22,051      22,051     100,000     31,850        31,850
    15       56,644         100,000    22,906      22,906      100,000      38,790      38,790     100,000     67,450        67,450
    20       86,798         100,000    28,359      28,359      100,000      59,427      59,427     148,897    128,360       128,360
    25      125,284         100,000    31,201      31,201      100,000      87,916      87,916     250,281    233,908       233,908
    30      174,402         100,000    28,707      28,707      133,383     127,031     127,031     434,258    413,579       413,579
  ======= ============= ============ ========= =========== ============ =========== =========== =========== ========== =============


IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those shown and will depend on a number of factors, including the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio described in the section of the prospectus  titled POLICY BENEFITS,  Death
Proceeds - Death Benefit Options 1 and 2.
</FN>
</TABLE>
<PAGE>

                          ILLUSTRATION OF POLICY VALUES
                        MEMBERSAE Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 6
<TABLE>
<CAPTION>

Male Non Smoker                                                                                                Age at Issue: 50
Specified Amount: $100,000                                                                               Annual Premium: $2,500
Planned Premium Payable Annually for: 30 years                                           Based on: Guaranteed Mortality Charges
Policy Loans and Withdrawals: None                                                            Projected Dividends: Not Included
Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                     Death Benefit: Option 1*

  ------- ------------- ---------------------------------- ----------------------------------- =====================================
            Premiums
  End     Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
  of        Interest              (-1.64% NET)                        (4.36% NET)                          (10.36% NET)
   Year     Per Year
                        ---------------------------------- ----------------------------------- =====================================
                           Death     Accum     Cash           Death     Accum        Cash         Death     Accum          Cash
                          Benefit     Value    Surrender     Benefit     Value     Surrender     Benefit      Value     Surrender
                                                 Value                               Value                                Value
  ------- ------------- ------------ --------- ----------- ------------ --------- ------------ ------------ ---------- =============
  <S>      <C>             <C>         <C>         <C>        <C>         <C>          <C>       <C>         <C>          <C>
    1        2,625          100,000     1,796         205      100,000     1,924          333      100,000      2,051           460
    2        5,381          100,000     3,527       2,016      100,000     3,895        2,384      100,000      4,279         2,768
    3        8,275          100,000     5,189       3,757      100,000     5,912        4,480      100,000      6,698         5,266
    4        11,314         100,000     6,776       5,424      100,000     7,972        6,619      100,000      9,325         7,973
    5        14,505         100,000     8,285       7,092      100,000    10,072        8,879      100,000     12,179        10,986
    6        17,855         100,000     9,712       8,678      100,000    12,211       11,177      100,000     15,283        14,249
    7        21,373         100,000    11,053      10,258      100,000    14,388       13,593      100,000     18,664        17,869
    8        25,066         100,000    12,308      11,751      100,000    16,605       16,048      100,000     22,355        21,799
    9        28,945         100,000    13,469      13,151      100,000    18,858       18,540      100,000     26,392        26,073
    10       33,017         100,000    14,530      14,530      100,000    21,146       21,146      100,000     30,812        30,812
    15       56,644         100,000    18,203      18,203      100,000    33,219       33,219      100,000     60,917        60,917
    20       86,798         100,000    17,476      17,476      100,000    45,709       45,709      129,991    112,062       112,062
    25      125,284         100,000     8,784       8,784      100,000    58,443       58,443      208,657    195,007       195,007
    30      174,402         **          **         **          100,000    71,907       71,907      345,695    329,233       329,233
  ======= ============= ============ ========= =========== ============ ========= ============ ============ ========== =============


IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those shown and will depend on a number of factors, including the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio described in the section of the prospectus  titled POLICY BENEFITS,  Death
Proceeds - Death Benefit Options 1 and 2.

** Policy terminated prior to year 30.
</FN>
</TABLE>
<PAGE>


                          ILLUSTRATION OF POLICY VALUES
                        MEMBERSAE Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 7
<TABLE>
<CAPTION>
Male Non Smoker                                                                                                Age at Issue: 50
Specified Amount: $100,000                                                                               Annual Premium: $2,500
Planned Premium Payable Annually for: 30 years                                              Based on: Current Mortality Charges
Policy Loans and Withdrawals: None                                                                Projected Dividends: Included
Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                     Death Benefit: Option 2*

  ------- ------------- ---------------------------------- ----------------------------------- =====================================
            Premiums
  End     Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
  of        Interest              (-1.64% NET)                        (4.36% NET)                          (10.36% NET)
   Year     Per Year
                        ---------------------------------- ----------------------------------- =====================================
                           Death     Accum     Cash           Death     Accum        Cash         Death     Accum          Cash
                          Benefit     Value    Surrender     Benefit     Value     Surrender     Benefit      Value     Surrender
                                                 Value                               Value                                Value
  ------- ------------- ------------ --------- ----------- ------------ --------- ------------ ------------ ---------- =============
  <S>      <C>             <C>         <C>         <C>        <C>         <C>          <C>       <C>         <C>          <C>
    1        2,625          101,785     1,785         194      101,912     1,912          321      102,039      2,039           448
    2        5,381          103,506     3,506       1,994      103,871     3,871        2,359      104,251      4,251         2,740
    3        8,275          105,159     5,159       3,727      105,874     5,874        4,442      106,650      6,650         5,219
    4        11,314         106,742     6,742       5,390      107,921     7,921        6,569      109,254      9,254         7,902
    5        14,505         108,260     8,260       7,066      110,016    10,016        8,822      112,084     12,084        10,891
    6        17,855         109,711     9,711       8,677      112,160    12,160       11,126      115,164     15,164        14,130
    7        21,373         111,074    11,074      10,278      114,330    14,330       13,534      118,493     18,493        17,697
    8        25,066         112,348    12,348      11,791      116,526    16,526       15,969      122,096     22,096        21,540
    9        28,945         113,526    13,526      13,208      118,741    18,741       18,422      125,994     25,994        25,676
    10       33,017         114,607    14,607      14,607      120,971    20,971       20,971      130,212     30,212        30,212
    15       56,644         121,350    21,350      21,350      135,869    35,869       35,869      161,947     61,947        61,947
    20       86,798         124,961    24,961      24,961      151,639    51,639       51,639      211,646    111,646       111,646
    25      125,284         124,155    24,155      24,155      167,603    67,603       67,603      292,520    192,520       192,520
    30      174,402         115,670    15,670      15,670      179,408    79,408       79,408      420,749    320,749       320,749
  ======= ============= ============ ========= =========== ============ ========= ============ ============ ========== =============


IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those shown and will depend on a number of factors, including the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Accumulated Value on date of death, or (2) the Accumulated Value on the
date of death  multiplied by the Death Benefit Ratio described in the section of
the prospectus titled POLICY BENEFITS,  Death Proceeds - Death Benefit Options 1
and 2.
</FN>
</TABLE>
<PAGE>


                          ILLUSTRATION OF POLICY VALUES
                        MEMBERSAE Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 8
<TABLE>
<CAPTION>
Male Non Smoker                                                                                                Age at Issue: 50
Specified Amount: $100,000                                                                               Annual Premium: $2,500
Planned Premium Payable Annually for: 30 years                                           Based on: Guaranteed Mortality Charges
Policy Loans and Withdrawals: None                                                            Projected Dividends: Not Included
Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                     Death Benefit: Option 2*

  ------- ------------- ---------------------------------- ----------------------------------- =====================================
            Premiums
  End     Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
  of        Interest              (-1.64% NET)                        (4.36% NET)                          (10.36% NET)
   Year     Per Year
                        ---------------------------------- ----------------------------------- =====================================
                           Death     Accum     Cash           Death     Accum        Cash         Death      Accum         Cash
                          Benefit     Value    Surrender     Benefit     Value     Surrender     Benefit       Value     Surrender
                                                 Value                               Value                                 Value
  ------- ------------- ------------ --------- ----------- ------------ --------- ------------ ------------- ---------- ============
  <S>      <C>             <C>         <C>         <C>        <C>         <C>          <C>       <C>          <C>          <C>
    1        2,625          101,785     1,785         194      101,912     1,912          321       102,039      2,039          448
    2        5,381          103,495     3,495       1,984      103,859     3,859        2,348       104,240      4,240        2,728
    3        8,275          105,123     5,123       3,691      105,836     5,836        4,404       106,611      6,611        5,179
    4        11,314         106,663     6,663       5,311      107,836     7,836        6,484       109,163      9,163        7,811
    5        14,505         108,109     8,109       6,916      109,852     9,852        8,659       111,907     11,907       10,713
    6        17,855         109,455     9,455       8,421      111,878    11,878       10,843       114,853     14,853       13,819
    7        21,373         110,696    10,696       9,901      113,905    13,905       13,110       118,016     18,016       17,221
    8        25,066         111,828    11,828      11,272      115,930    15,930       15,373       121,413     21,413       20,856
    9        28,945         112,844    12,844      12,526      117,942    17,942       17,624       125,057     25,057       24,739
    10       33,017         113,733    13,733      13,733      119,928    19,928       19,928       128,962     28,962       28,962
    15       56,644         116,034    16,034      16,034      129,101    29,101       29,101       153,099     53,099       53,099
    20       86,798         112,901    12,901      12,901      134,405    34,405       34,405       185,654     85,654       85,654
    25      125,284         101,279     1,279       1,279      130,942    30,942       30,942       227,445    127,445      127,445
    30      174,402         **          **         **          110,136    10,136       10,136       276,810    176,810      176,810
  ======= ============= ============ ========= =========== ============ ========= ============ ============= ========== ============


IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those shown and will depend on a number of factors, including the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Accumulated Value on date of death, or (2) the Accumulated Value on the
date of death  multiplied by the Death Benefit Ratio described in the section of
the prospectus titled POLICY BENEFITS,  Death Proceeds - Death Benefit Options 1
and 2.

** Policy terminated prior to year 30.
</FN>
</TABLE>
<PAGE>
                                   APPENDIX B
                     FIRST YEAR CONTINGENT DEFERRED CHARGES
                         PER $1,000 OF SPECIFIED AMOUNT
<TABLE>
<CAPTION>

 Issue                          MALE                                             FEMALE

  Age                 COMPOSITE DAC + DSC = TDC                        COMPOSITE DAC + DSC = TDC
- --------- -------------------------------------------------- -----------------------------------------------
 <S>          <C>              <C>              <C>               <C>             <C>             <C>
   0            .75             .20              .95               .75             .12             .87
   1            .80             .27              1.07              .80             .19             .99
   2            .85             .34              1.19              .85             .26            1.11
   3            .90             .40              1.30              .90             .32            1.22
   4            .95             .47              1.42              .95             .39            1.34
   5           1.00             .54              1.54             1.00             .46            1.46
   6           1.06             .64              1.70             1.06             .53            1.59
   7           1.12             .76              1.88             1.12             .60            1.72
   8           1.18             .88              2.06             1.18             .67            1.85
   9           1.25             .99              2.24             1.25             .73            1.98
   10          1.31             1.08             2.39             1.31             .80            2.11
   11          1.37             1.14             2.51             1.37             .86            2.23
   12          1.43             1.19             2.62             1.43             .92            2.35
   13          1.49             1.22             2.71             1.49             .97            2.46
   14          1.55             1.25             2.80             1.55             1.02           2.57
   15          1.60             1.28             2.88             1.60             1.07           2.67
   16          1.64             1.30             2.94             1.64             1.10           2.74
   17          1.67             1.32             2.99             1.67             1.13           2.80
   18          1.69             1.34             3.03             1.69             1.16           2.85
   19          1.73             1.37             3.10             1.73             1.19           2.92


 Issue                          MALE                                             FEMALE

  Age             STANDARD                 NONSMOKER                STANDARD               NONSMOKER
               DAC + DSC = TDC          DAC + DSC = TDC         DAC + DSC = TDC         DAC + DSC = TDC

 <S>        <C>      <C>     <C>       <C>     <C>     <C>     <C>    <C>      <C>     <C>     <C>     <C> 
   20        1.80     1.44    3.24      1.80    1.41    3.21    1.80   1.25     3.05    1.80    1.23    3.03
   21        1.89     1.60    3.49      1.89    1.48    3.37    1.89   1.39     3.28    1.89    1.29    3.18
   22        1.99     1.75    3.74      1.99    1.57    3.56    1.99   1.52     3.51    1.99    1.38    3.37
   23        2.12     1.88    4.00      2.12    1.66    3.78    2.12   1.63     3.75    2.12    1.45    3.57
   24        2.26     1.99    4.25      2.26    1.77    4.03    2.26   1.72     3.98    2.26    1.53    3.79
   25        2.42     2.08    4.50      2.42    1.87    4.29    2.42   1.79     4.21    2.42    1.60    4.02
   26        2.61     2.18    4.79      2.61    1.96    4.57    2.61   1.90     4.51    2.61    1.65    4.26
   27        2.83     2.28    5.11      2.83    2.05    4.88    2.83   2.02     4.85    2.83    1.68    4.51
   28        3.07     2.38    5.45      3.07    2.14    5.21    3.07   2.15     5.22    3.07    1.70    4.77
   29        3.31     2.51    5.82      3.31    2.24    5.55    3.31   2.28     5.59    3.31    1.74    5.05
   30        3.55     2.63    6.18      3.55    2.34    5.89    3.55   2.40     5.95    3.55    1.78    5.33
   31        3.78     2.76    6.54      3.78    2.45    6.23    3.78   2.53     6.31    3.78    1.85    5.63
   32        4.02     2.89    6.91      4.02    2.57    6.59    4.02   2.66     6.68    4.02    1.91    5.93
   33        4.25     3.05    7.30      4.25    2.70    6.95    4.25   2.79     7.04    4.25    2.00    6.25
   34        4.49     3.21    7.70      4.49    2.83    7.32    4.49   2.93     7.42    4.49    2.08    6.57
   35        4.74     3.39    8.13      4.74    2.97    7.71    4.74   3.05     7.79    4.74    2.16    6.90
   36        4.99     3.59    8.58      4.99    3.12    8.11    4.99   3.18     8.17    4.99    2.23    7.22
   37        5.25     3.80    9.05      5.25    3.28    8.53    5.25   3.30     8.55    5.25    2.30    7.55
   38        5.51     4.03    9.54      5.51    3.44    8.95    5.51   3.43     8.94    5.51    2.37    7.88
   39        5.78     4.29   10.07      5.78    3.62    9.40    5.78   3.54     9.32    5.78    2.44    8.22
- --------- -------- ------- --------- ------- ------- ------- ------ -------- ------- ------- ------- -------
</TABLE>
<PAGE>

                                   APPENDIX B
                     FIRST YEAR CONTINGENT DEFERRED CHARGES
                         PER $1,000 OF SPECIFIED AMOUNT
<TABLE>
<CAPTION>
  ISSUE                         MALE                                            FEMALE

   AGE            STANDARD                NONSMOKER                STANDARD                NONSMOKER
               DAC + DSC = TDC         DAC + DSC = TDC          DAC + DSC = TDC         DAC + DSC = TDC
- ---------- ------------------------ ----------------------- ------------------------ -----------------------
  <S>      <C>     <C>     <C>      <C>     <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C> 
   40       6.06    4.56    10.62    6.06    3.81    9.87    6.06    3.64     9.70    6.06    2.52    8.58
   41       6.35    4.86    11.21    6.35    4.01   10.36    6.35    3.71    10.06    6.35    2.61    8.96
   42       6.64    5.18    11.82    6.64    4.22   10.86    6.64    3.77    10.41    6.64    2.71    9.35
   43       6.95    5.51    12.46    6.95    4.44   11.39    6.95    3.81    10.76    6.95    2.81    9.76
   44       7.27    5.87    13.14    7.27    4.67   11.94    7.27    3.85    11.12    7.27    2.91   10.18
   45       7.60    6.26    13.86    7.60    4.93   12.53    7.60    3.92    11.52    7.60    3.04   10.64
   46       7.94    6.67    14.61    7.94    5.20   13.14    7.94    3.98    11.92    7.94    3.16   11.10
   47       8.27    7.12    15.39    8.27    5.49   13.76    8.27    4.03    12.30    8.27    3.29   11.56
   48       8.63    7.58    16.21    8.63    5.78   14.41    8.63    4.10    12.73    8.63    3.43   12.06
   49       9.02    8.06    17.08    9.02    6.10   15.12    9.02    4.23    13.25    9.02    3.60   12.62
   50       9.46    8.54    18.00    9.46    6.45   15.91    9.46    4.45    13.91    9.46    3.82   13.28
   51       9.97    9.03    19.00    9.97    6.82   16.79    9.97    4.80    14.77    9.97    4.10   14.07
   52      10.54    9.53    20.07   10.54    7.20   17.74   10.54    5.25    15.79   10.54    4.44   14.98
   53      11.13    10.05   21.18   11.13    7.61   18.74   11.13    5.76    16.89   11.13    4.81   15.94
   54      11.73    10.58   22.31   11.73    8.05   19.78   11.73    6.27    18.00   11.73    5.19   16.92
   55      12.31    11.12   23.43   12.31    8.52   20.83   12.31    6.73    19.04   12.31    5.55   17.86
   56      12.85    11.63   24.48   12.85    9.00   21.85   12.85    7.11    19.96   12.85    5.85   18.70
   57      13.39    12.08   25.47   13.39    9.45   22.84   13.39    7.41    20.80   13.39    6.10   19.49
   58      13.92    12.58   26.50   13.92    9.96   23.88   13.92    7.73    21.65   13.92    6.38   20.30
   59      14.46    13.22   27.68   14.46   10.58   25.04   14.46    8.13    22.59   14.46    6.74   21.20
   60      15.00    14.11   29.11   15.00   11.39   26.39   15.00    8.71    23.71   15.00    7.30   22.30
   61      15.00    14.87   29.87   15.00   12.01   27.01   15.00    9.53    24.53   15.00    8.08   23.08
   62      15.00    15.48   30.48   15.00   12.42   27.42   15.00    10.32   25.32   15.00    8.84   23.84
   63      15.00    16.00   31.00   15.00   12.73   27.73   15.00    11.06   26.06   15.00    9.55   24.55
   64      15.00    16.50   31.50   15.00   13.04   28.04   15.00    11.71   26.71   15.00   10.20   25.20
   65      15.00    17.05   32.05   15.00   13.45   28.45   15.00    12.25   27.25   15.00   10.75   25.75
   66      15.00    17.58   32.58   15.00   13.96   28.96   15.00    12.60   27.60   15.00   11.18   26.18
   67      15.00    18.05   33.05   15.00   14.50   29.50   15.00    12.78   27.78   15.00   11.49   26.49
   68      15.00    18.55   33.55   15.00   15.07   30.07   15.00    12.91   27.91   15.00   11.74   26.74
   69      15.00    19.19   34.19   15.00   15.70   30.70   15.00    13.07   28.07   15.00   12.00   27.00
   70      15.00    20.07   35.07   15.00   16.39   31.39   15.00    13.39   28.39   15.00   12.31   27.31
   71      15.00    21.52   36.52   15.00   17.25   32.25   15.00    14.01   29.01   15.00   12.72   27.72
   72      15.00    22.97   37.97   15.00   18.12   33.12   15.00    14.64   29.64   15.00   13.12   28.12
   73      15.00    24.41   39.41   15.00   18.98   33.98   15.00    15.26   30.26   15.00   13.53   28.53
   74      15.00    25.86   40.86   15.00   19.85   34.85   15.00    15.89   30.89   15.00   13.93   28.93
   75      15.00    27.31   42.31   15.00   20.71   35.71   15.00    16.51   31.51   15.00   14.34   29.34
- ---------- ------- -------- ------- ------- ------- ------- ------- -------- ------- ------- ------- -------
</TABLE>

COLUMN HEADINGS:    DAC = First Year Contingent Deferred Administrative Charge
                    DSC = First Year Contingent Deferred Sales Charge
                    TDC = Total First Year Deferred Charge


<PAGE>


                                   APPENDIX C
                     FIRST YEAR CONTINGENT DEFERRED CHARGES
                         PER $1,000 OF SPECIFIED AMOUNT 
                                     UNISEX
<TABLE>
<CAPTION>
 Issue                       COMPOSITE                      Issue           SMOKER                  NONSMOKER
  Age                     DAC + DSC = TDC                    Age        DAC + DSC = TDC          DAC + DSC = TDC

<S>          <C>              <C>              <C>          <C>    <C>     <C>     <C>      <C>     <C>      <C> 
   0           .75              .18              .93          40     6.06    4.38    10.44    6.06    3.55     9.61
   1           .80              .25             1.05          41     6.35    4.63    10.98    6.35    3.73    10.08
   2           .85              .32             1.17          42     6.64    4.90    11.54    6.64    3.92    10.56
   3           .90              .38             1.28          43     6.95    5.17    12.12    6.95    4.11    11.06
   4           .95              .45             1.40          44     7.27    5.47    12.74    7.27    4.32    11.59
   5           1.00             .52             1.52          45     7.60    5.79    13.39    7.60    4.55    12.15
   6           1.06             .62             1.68          46     7.94    6.13    14.07    7.94    4.79    12.73
   7           1.12             .73             1.85          47     8.27    6.50    14.77    8.27    5.05    13.32
   8           1.18             .84             2.02          48     8.63    6.88    15.51    8.63    5.31    13.94
   9           1.25             .94             2.19          49     9.02    7.29    16.31    9.02    5.60    14.62
   10          1.31            1.02             2.33          50     9.46    7.72    17.18    9.46    5.92    15.38
   11          1.37            1.08             2.45          51     9.97    8.18    18.15    9.97    6.28    16.25
   12          1.43            1.14             2.57          52    10.54    8.67    19.21   10.54    6.65    17.19
   13          1.49            1.17             2.66          53    11.13    9.19    20.32   11.13    7.05    18.18
   14          1.55            1.20             2.75          54    11.73    9.72    21.45   11.73    7.48    19.21
   15          1.60            1.24             2.84          55    12.31    10.24   22.55   12.31    7.93    20.24
   16          1.64            1.26             2.90          56    12.85    10.73   23.58   12.85    8.37    21.22
   17          1.67            1.28             2.95          57    13.39    11.15   24.54   13.39    8.78    22.17
   18          1.69            1.30             2.99          58    13.92    11.61   25.53   13.92    9.24    23.16
   19          1.73            1.33             3.06          59    14.46    12.20   26.66   14.46    9.81    24.27


<S>                                                           <C>   <C>     <C>      <C>     <C>     <C>      <C>  
 Issue            SMOKER                  NONSMOKER           60    15.00   13.03    28.03   15.00   10.57    25.57
  Age         DAC + DSC = TDC          DAC + DSC = TDC        61    15.00   13.80    28.80   15.00   11.22    26.22

  <S>     <C>     <C>     <C>      <C>     <C>     <C>       <C>   <C>     <C>      <C>     <C>     <C>      <C>  
   20      1.80    1.40    3.20     1.80    1.37    3.17      62    15.00   14.45    29.45   15.00   11.70    26.70
   21      1.89    1.56    3.45     1.89    1.44    3.33      63    15.00   15.01    30.01   15.00   12.09    27.09
   22      1.99    1.70    3.96     1.99    1.53    3.52      64    15.00   15.54    30.54   15.00   12.47    27.47
   23      2.12    1.83    3.95     2.12    1.62    3.74      65    15.00   16.09    31.09   15.00   12.91    27.91
   24      2.26    1.94    4.20     2.26    1.72    3.98      66    15.00   16.58    31.58   15.00   13.40    28.40
   25      2.42    2.02    4.44     2.42    1.82    4.24      67    15.00   17.00    32.00   15.00   13.90    28.90
   26      2.61    2.12    4.73     2.61    1.90    4.51      68    15.00   17.42    32.42   15.00   14.40    29.40
   27      2.83    2.23    5.06     2.83    1.98    4.81      69    15.00   17.97    32.97   15.00   14.96    29.96
   28      3.07    2.33    5.40     3.07    2.05    5.12      70    15.00   18.73    33.73   15.00   15.57    30.57
   29      3.31    2.46    5.77     3.31    2.14    5.45      71    15.00   20.02    35.02   15.00   16.34    31.34
   30      3.55    2.58    6.13     3.55    2.23    5.78      72    15.00   21.30    36.30   15.00   17.12    32.12
   31      3.78    2.71    6.49     3.78    2.33    6.11      73    15.00   22.58    37.58   15.00   17.89    32.89
   32      4.02    2.84    6.86     4.02    2.44    6.46      74    15.00   23.87    38.87   15.00   18.67    33.67
   33      4.25    3.00    7.25     4.25    2.56    6.81      75    15.00   25.15    40.15   15.00   19.44    34.44
   34      4.49    3.15    7.64     4.49    2.68    7.17
   35      4.74    3.32    8.06     4.74    2.81    7.55
   36      4.99    3.51    8.50     4.99    2.94    7.93
   37      5.25    3.70    8.95     5.25    3.08    8.33
   38      5.51    3.91    9.42     5.51    3.23    8.74
   39      5.78    4.14    9.92     5.78    3.38    9.16


COLUMN HEADINGS:     DAC = First Year Contingent Deferred Administrative Charge
                     DSC = First Year Contingent Deferred Sales Charge
                     TDC = Total First Year Deferred Charge
</TABLE>
<PAGE>
                                   APPENDIX D
                               DEATH BENEFIT RATIO

The Death Benefit Ratio  required by the Internal  Revenue Code for treatment of
the Policy as a life insurance Policy.


                                        Attained Age |    Death Benefit Ratio
                                        -------------------------------------
                                        0-40         |            2.50
                                        41           |            2.43
                                        42           |            2.36
                                        43           |            2.29
                                        44           |            2.22
                                        45           |            2.15
                                        ------------------------------
                                        46           |            2.09
                                        47           |            2.03
                                        48           |            1.97
                                        49           |            1.91
                                        50           |            1.85
                                        ------------------------------
                                        51           |            1.78
                                        52           |            1.71
                                        53           |            1.64
                                        54           |            1.57
                                        55           |            1.50
                                        ------------------------------
                                        56           |            1.46
                                        57           |            1.42
                                        58           |            1.38
                                        59           |            1.34
                                        60           |            1.30
                                        ------------------------------
                                        61           |            1.28
                                        62           |            1.26
                                        63           |            1.24
                                        64           |            1.22
                                        65           |            1.20
                                        ------------------------------
                                        66           |            1.19
                                        67           |            1.18
                                        68           |            1.17
                                        69           |            1.16
                                        70           |            1.15
                                        ------------------------------
                                        71           |            1.13
                                        72           |            1.11
                                        73           |            1.09
                                        74           |            1.07
                                        75-90        |            1.05
                                        ------------------------------
                                        91           |            1.04
                                        92           |            1.03
                                        93           |            1.02
                                        94           |            1.01
                                        95           |            1.00
                                        ------------------------------
<PAGE>

                                     PART II

                                  UNDERTAKINGS

1.       Subject to the terms and  conditions of Section 15(d) of the Securities
         Exchange Act of 1934, the undersigned  registrant  hereby undertakes to
         file with the  Securities  and  Exchange  Commission  (the  "SEC") such
         supplementary and periodic information,  documents,  and reports as may
         be  prescribed  by any rule or  regulation  of the SEC  theretofore  or
         hereafter duly adopted pursuant to authority conferred in that section.

2.       Section 11 of the Bylaws of CUNA Mutual Life Insurance Company provides
         for  indemnification  of officers and directors of the Company  against
         claims and liabilities  the officers or directors  become subject to by
         reason of having  served as officer or  director  of the Company or any
         subsidiary or affiliate company. Such indemnification  covers liability
         for all actions  alleged to have been taken,  omitted,  or neglected by
         such  person  in the  line of  duty  as  director  or  officer,  except
         liability   arising  out  of  the  officers'  or   directors'   willful
         misconduct.

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


                                 REPRESENTATIONS


CUNA Mutual Life Insurance Company represents that the fees and charges deducted
under the Policies, in the aggregate, are reasonable in relation to the services
rendered,  the expenses  expected to be incurred,  and the risks assumed by CUNA
Mutual Life Insurance Company.



<PAGE>


                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

         The facing sheet.

   
         The Prospectus consisting of 83 pages.
    

         Undertakings.

         Representations.

         The signatures.

         Written consent or opinion of the following persons:

                           KPMG Peat Marwick LLP
                           Scott Allen - Associate Actuary

         The following exhibits:

1. Exhibits required by paragraph A of instructions for Exhibits in Form N-8B-2:

         1.       Resolutions  of the Board of  Directors  of CUNA  Mutual  Life
                  Insurance  Company.   Incorporated   herein  by  reference  to
                  post-effective   amendment   number   14  to  this   Form  S-6
                  registration  statement  (File No.  33-19718)  filed  with the
                  Commission on April 18, 1996.

         2.       Not Applicable

         3.       Distribution  Agreement  between  CUNA Mutual  Life  Insurance
                  Company and CUNA Brokerage Services, Inc. effective January 1,
                  1996.  Incorporated  herein  by  reference  to  post-effective
                  amendment  number 14 to this Form S-6  registration  statement
                  (File No.  33-19718)  filed with the  Commission  on April 18,
                  1996.

                  Servicing  Agreement  related  to the  Distribution  Agreement
                  between CUNA Mutual Life Insurance  Company and CUNA Brokerage
                  Services,  Inc. effective January 1, 1996. Incorporated herein
                  by reference  to  post-effective  amendment  number 14 to this
                  Form S-6 registration statement (File No. 33-19718) filed with
                  the Commission on April 18, 1996.

         4.       a.  Termination  Agreement  dated December 31, 1993 concerning
                  Agreement  Governing  Contribution  dated  September 30, 1983.
                  Incorporated  herein by reference to post-effective  amendment
                  number 14 to this Form S-6  registration  statement  (File No.
                  33-19718) filed with the Commission on April 18, 1996.

                  Agreement  Governing  Contribution.   Incorporated  herein  by
                  reference to  post-effective  amendment number 14 to this Form
                  S-6 registration  statement (File No. 33-19718) filed with the
                  Commission on April 18, 1996.

                  b.  Termination  Agreement  dated December 31, 1993 concerning
                  Agreement   Governing   Contribution   dated  May  31,   1988.
                  Incorporated  herein by reference to post-effective  amendment
                  number 14 to this Form S-6  registration  statement  (File No.
                  33-19718) filed with the Commission on April 18, 1996.

                  Agreement  Governing  Contribution.   Incorporated  herein  by
                  reference to  post-effective  amendment number 14 to this Form
                  S-6 registration  statement (File No. 33-19718) filed with the
                  Commission on April 18, 1996.

         5.       a.  Standard VUL Contract  Form 5202.  Incorporated  herein by
                  reference to  post-effective  amendment number 14 to this Form
                  S-6 registration  statement (File No. 33-19718) filed with the
                  Commission on April 18, 1996.

                  i.       Accelerated  Benefit Option  Endorsement,  Form 1668.
                           Incorporated  herein by reference  to  post-effective
                           amendment  number  14 to this  Form S-6  registration
                           statement   (File  No.   33-19718)   filed  with  the
                           Commission on April 18, 1996.

                  ii.      Accidental   Death   Benefit   Rider,    Form   3601.
                           Incorporated  herein by reference  to  post-effective
                           amendment  number  14 to this  Form S-6  registration
                           statement   (File  No.   33-19718)   filed  with  the
                           Commission on April 18, 1996.

                  iii.     Guaranteed    Insurability    Rider,    Form    3652.
                           Incorporated  herein by reference  to  post-effective
                           amendment  number  14 to this  Form S-6  registration
                           statement   (File  No.   33-19718)   filed  with  the
                           Commission on April 18, 1996.

                  iv.      Waiver of Monthly Deduction,  Form 3955. Incorporated
                           herein  by  reference  to  post-effective   amendment
                           number  14 to this  Form S-6  registration  statement
                           (File No.  33-19718)  filed  with the  Commission  on
                           April 18, 1996.

                  v.       Other Insured Rider, Form 3956.  Incorporated  herein
                           by reference to post-effective amendment number 14 to
                           this  Form  S-6  registration   statement  (File  No.
                           33-19718)  filed  with the  Commission  on April  18,
                           1996.

   
                  vi.      Automatic    Increase   Rider,    Form   3957   1085.
                           Incorporated  herein by reference  to  post-effective
                           amendment  number  14 to this  Form S-6  registration
                           statement   (File  No.   33-19718)   filed  with  the
                           Commission on April 18, 1996.
    

                  vii.     Child  Rider,  Form  6005.   Incorporated  herein  by
                           reference to  post-effective  amendment  number 14 to
                           this  Form  S-6  registration   statement  (File  No.
                           33-19718)  filed  with the  Commission  on April  18,
                           1996.

                  viii.    Juvenile  Rider,  Form 6012.  Incorporated  herein by
                           reference to  post-effective  amendment  number 14 to
                           this  Form  S-6  registration   statement  (File  No.
                           33-19718)  filed  with the  Commission  on April  18,
                           1996.

                  ix.      Level   Term   Rider   (Sex-Distinct),   Form   6017.
                           Incorporated  herein by reference  to  post-effective
                           amendment  number  14 to this  Form S-6  registration
                           statement   (File  No.   33-19718)   filed  with  the
                           Commission on April 18, 1996.

                  x.       Waiver of Premium  and Monthly  Deduction  Disability
                           Benefit Rider, Form 6029 0994. Incorporated herein by
                           reference to  post-effective  amendment  number 14 to
                           this  Form  S-6  registration   statement  (File  No.
                           33-19718)  filed  with the  Commission  on April  18,
                           1996.

                  b. Unisex Version Form 5203.  Incorporated herein by reference
                  to  post-effective  amendment  number  14  to  this  Form  S-6
                  registration  statement  (File No.  33-19718)  filed  with the
                  Commission on April 18, 1996.

                  i.       Level Term Rider  (Unisex),  Form 6018.  Incorporated
                           herein  by  reference  to  post-effective   amendment
                           number  14 to this  Form S-6  registration  statement
                           (File No.  33-19718)  filed  with the  Commission  on
                           April 18, 1996.

   
                  ii.      403(B) Endorsement, Form 1608(VUL) 0994
    

                  c. State Variation List.  Incorporated  herein by reference to
                  post-effective   amendment   number   14  to  this   Form  S-6
                  registration  statement  (File No.  33-19718)  filed  with the
                  Commission on April 18, 1996.

   
         6.       a.  Articles of  Incorporation  of the  Company.  Incorporated
                  herein by reference to  post-effective  amendment number 15 to
                  this Form S-6 registration statement (File No. 33-19718) filed
                  with the Commission on April 18, 1997.

                  b. Bylaws.  Incorporated herein by reference to post-effective
                  amendment  number 15 to this Form S-6  registration  statement
                  (File No.  33-19718)  filed with the  Commission  on April 18,
                  1997.
    


         7.       Not Applicable

         8.       Servicing Agreement Between CUNA Mutual Life Insurance Company
                  and CIMCO Inc. dated October 1, 1994.  Incorporated  herein by
                  reference to  post-effective  amendment number 14 to this Form
                  S-6 registration  statement (File No. 33-19718) filed with the
                  Commission on April 18, 1996.

         9.       a. Participation Agreement between T. Rowe Price International
                  Series,  Inc. and the Company dated April 22, 1994.  Amendment
                  to Participation  Agreement dated November 1994.  Incorporated
                  herein by reference to  post-effective  amendment number 14 to
                  this Form S-6 registration statement (File No. 33-19718) filed
                  with the Commission on April 18, 1996.

                  b.  Participation  Agreement  between MFS  Variable  Insurance
                  Trust and the  Company  dated  April 29,  1994.  Amendment  to
                  Participation  Agreement  dated  November  1994.  Amendment to
                  Participation  Agreement  effective May 1, 1996.  Incorporated
                  herein by reference to  post-effective  amendment number 14 to
                  this Form S-6 registration statement (File No. 33-19718) filed
                  with the Commission on April 18, 1996.


         10.      Application.    Incorporated    herein   by    reference    to
                  post-effective   amendment   number   14  to  this   Form  S-6
                  registration  statement  (File No.  33-19718)  filed  with the
                  Commission on April 18, 1996.

2.       Opinion of Counsel.  Incorporated herein by reference to post-effective
         amendment number 14 to this Form S-6  registration  statement (File No.
         33-19718) filed with the Commission on April 18, 1996.

3.       Not applicable

4.       Not applicable

5.       Financial Data Schedule

6.       Not applicable

Power of Attorney



<PAGE>




                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, CUNA
Mutual Life Variable  Account,  certifies that it meets all of the  requirements
for effectiveness of this Registration  Statement  pursuant to rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned  thereunto duly  authorized,  all in the
City of Madison, and State of Wisconsin, on the 8th day of April, 1998.


                 CUNA Mutual Life Variable Account (Registrant)



                                By:      /s/  Michael B. Kitchen
                                         Michael B. Kitchen
                                         President



Pursuant to the requirements of the Securities Act of 1933, the Depositor,  CUNA
Mutual Life Insurance Company, has duly caused this Registration Statement to be
signed on its behalf by the undersigned  thereunto duly  authorized,  all in the
City of Madison, and State of Wisconsin, on the 8th day of April, 1998.


                 CUNA Mutual Life Insurance Company (Depositor)



                                By:      /s/  Michael B. Kitchen
                                         Michael B. Kitchen
                                         President



<PAGE>



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

<TABLE>
<CAPTION>
SIGNATURES AND TITLE                             DATE                SIGNATURES AND TITLE                            DATE

<S>                                  <C>        <C>                 <C>                                   <C>       <C> 
James C. Barbre                       *                              Richard C. Robertson                  *
James C. Barbre, Director                                            Richard C. Robertson, Director


Robert W. Bream                       *                              Donald F. Roby                        *
Robert W. Bream, Director                                            Donald F. Roby, Director


Wilfred F. Broxterman                 *                              Rosemarie M. Shultz                   *
Wilfred F. Broxterman, Director                                      Rosemarie M. Shultz, Director


James L. Bryan                        *                              Neil A. Springer                      *
James L. Bryan, Director                                             Neil A. Springer, Director


Loretta M. Burd                       *                              Farouk D. G. Wang                     *
Loretta M. Burd, Director                                            Farouk D. G. Wang, Director


Ralph B. Canterbury                   *                              Larry T. Wilson                       *
Ralph B. Canterbury, Director                                        Larry T. Wilson, Director


Joseph N. Cugini                      *                              /s/  Linda L. Lilledahl                          04/08/98
Joseph N. Cugini, Director                                           Linda L. Lilledahl, Attorney-In-Fact


James A. Halls                        *
James A. Halls, Director


Jerald R. Hinrichs                    *
Jerald R. Hinrichs, Director


/s/  Michael B. Kitchen                          04/08/98
Michael B. Kitchen, Director


Robert T. Lynch                       *
Robert T. Lynch, Director


Omer K. Reed                          *
Omer K. Reed, Director


Gerald J. Ring                        *
Gerald J. Ring, Director

<FN>
*Pursuant to Powers of Attorney filed herewith
</FN>
</TABLE>


<PAGE>

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  person in the capacity  indicated on
the date indicated.



SIGNATURE AND TITLE                                                    DATE



/s/  Michael G. Joneson                                              04/08/98
Michael G. Joneson
Vice President - Accounting & Financial Systems



/s/  Richard J. Keintz                                               04/08/98
Richard J. Keintz
Chief Officer - Finance & Information Service



/s/  Michael B. Kitchen                                              04/08/98
Michael B. Kitchen
President and Chief Executive Officer


<PAGE>


The Board of Directors of CUNA Mutual Life Insurance Company
     and Contract Owners of CUNA Mutual Life Variable Account:

We consent to the use of our reports included herein and to the reference to our
Firm under the heading  "Independent  Auditors"  in the  Prospectus  of the CUNA
Mutual Life Variable Account.

Our report dated March 27, 1998,  contains an explanatory  paragraph that states
that the Company prepared the financial  statements  using accounting  practices
prescribed or permitted by the Iowa Department of Commerce,  Insurance Division,
which practices differ from generally accepted accounting principles.




                                                          KPMG Peat Marwick LLP




Des Moines, Iowa
April 17, 1998


<PAGE>




April 15, 1998


CUNA Mutual Life Insurance Company
2000 Heritage Way
Waverly, IA  50677

Ladies and Gentlemen:

As Associate Actuary for CUNA Mutual Life Insurance Company, I have reviewed the
illustrations  for  a  MEMBERS(R)   Variable  Universal  Life  Insurance  Policy
described  in  Post-Effective  Amendment  No.  16 on  Form  S-6 to  Registration
Statement No. 33-19718.

In my opinion,  the  illustrations of cash values and death benefits included in
Appendix  A  of  the  prospectus,   based  on  the  assumption   stated  in  the
illustrations,  are  consistent  with the  provisions of the form of the policy.
Further,  the rate  structure of the policy has not been  designed so as to make
the relationship  between premiums and benefits,  as shown on the illustrations,
appear more  favorable to a  prospective  purchaser of a policy at ages 35 or 50
than to prospective purchasers of the policy at other ages.

I hereby  consent to the use of this  opinion as an exhibit to the  Registration
Statement.

Sincerely,

/s/  Scott Allen

Scott Allen, F.S.A., M.A.A.A.
Variable Products Leader -
Associate Actuary
CUNA Mutual Life Insurance Company



<PAGE>



                   INDEX TO EXHIBITS TO FORM S-6


  5.b.ii.  403(B) Endorsement, Form 1608(VUL) 0994

  Power of Attorney

  Financial Data Schedule



<PAGE>
                                EXHIBIT 5 b. ii.

403(b) Incidental Life Insurance Endorsement
Policy No.                                            Endorsement Effective Date
Policy Owner                                          City & State

This  Flexible  Premium  Variable Life  Insurance  Policy is issued as part of a
403(b)  salary  reduction  agreement.  It is issued as an agreement  between the
policy owner and an Internal Revenue Code (Code) Section 501 (c)(3) organization
or public school  constituting  a plan  qualified  under Code Section 403(b) and
related regulations. The terms and conditions listed below will then form a part
of the owner's  policy;  effective as of the date listed above.  In any conflict
between the terms of this section and all any other section of the policy;  this
section will govern.

NONTRANSFERABLE AND NONASSIGNABLE
This  policy is for the sole  benefit  of the owner the  beneficiary(ies).  This
policy is not transferable, except to the Company on surrender or settlement. It
may not be: sold; assigned;  discounted;  or pledged as collateral for a loan or
as security, for any purpose.

PREMIUM 
Until the policy  owner  surrenders  this  policy,  or  notifies  the Company in
writing to remove this  endorsement,  premiums under this policy must be paid in
the following manner: by an employer qualified under Section 403(b); by transfer
from another 403(b) policy or custodial account.

Total  contributions,  including  premium  payments,  may not  exceed the limits
contained in Code Section 415, Section  403(b)(2),  Section 402(g)(1) or Section
401(a)(30).

If the total premiums exceed the following  incidental limit; this policy may be
deemed a  distribution  to the policy  owner and may be  subject to an  Internal
Revenue service (IRS) premature  distribution tax, in addition to current income
tax. Death benefits will be considered incidental if less than 25 percent of the
total 403(b)  contributions  are used for  premiums  paid to this policy and any
other 403(b) life insurance policy.

Direct  rollovers  and transfers of the cash  surrender  value from other 403(b)
life insurance,  annuity and/or custodial  accounts will be accepted,  up to the
incidental  death benefit  limits  outlined  below.  If the Payee is eligible to
receive  distributions,  the Payee may elect an Eligible  Rollover  Distribution
paid directly to an Eligible Retirement Plan specified in a Direct Rollover.

Eligible  Rollover  Distribution  means a payment  of all or any  portion of the
Payee's policy value, but does not include:

1.   any minimum payment that is one of a series of substantially equal periodic
     payments (not less  frequently  than  annually)  made for the life (or life
     expectancy) of the Payee;  or the joint lives (or joint life  expectancies)
     of the Payee and the Payee's beneficiary;  or for a specified period of ten
     years or more;
2.   any minimum  payment  required under Section  401(a)(9) of the Code; 
3.   the portion of any payment that is non-taxable.

Eligible  Retirement  Plan  is a plan  that  may  accept  an  Eligible  Rollover
Distribution and may be: an individual  retirement  account described in Section
408(a) of the Code; or an  individual  retirement  annuity  described in Section
408(b) of the Code; or an annuity plan  described in Section 403(b) of the Code;
or a custodial account as described in Section 403(b)(7) of the Code.

For an Eligible  Rollover  Distribution  to the  surviving  spouse,  an Eligible
Retirement Plan is: an individual  retirement account; or individual  retirement
annuity.

Payee  includes:  an  employee  or former  employee;  the  employee's  or former
employee's  surviving  spouse;  the  employee's or former  employee's  spouse or
former spouse who is the alternate  Payee under a qualified  domestic  relations
order (defined in Section 414(p) of the Code).

Direct Rollover is specified by the Payee and may be: a payment from this policy
directly to an Eligible  Retirement  Plan; or a payment from another 403(b) plan
to this contract.

Any Eligible  Rollover  Distribution not paid to this plan will be accepted as a
rollover contribution if received within 60 days of distribution.

PROCEEDS
The cost of life  insurance  protection  (P.S.  58 Cost) must be included in the
policy owner's gross income for each taxable year.  This will be reported to the
policy owner each year on form 1099-R.  The accumulation of P.S. 58 Costs is the
policy  owner's  cost basis upon this  policy  being  distributed  to the policy
owner.

All  distributions  of  benefits  under this policy  shall be governed  by: Code
Section 403(b)(10);  401(a)(9); and their related regulations. This includes the
incidental death benefit rules of Section 401(a)(9)(g).

A policy surrender that is in violation of the specific  premature  distribution
rules of Code Section 403(b)(11) may result in a taxable event. Pursuant to Code
Section 403(b)(11), after a qualifying event the policy owner may surrender this
policy,  or any portion of this policy when the policy owner attains age 59 1/2;
separates  from  service;  dies;  becomes  disabled  within the  meaning of Code
Section 72(m)(7);  experiences a "hardship";  or as otherwise  permitted by Code
Section  403(b)(11) and its related  regulations.  In the case of hardship;  the
policy owner may not  withdraw any income  attributable  to  contributions  made
according  to the salary  reduction  agreement,  within  the  meaning of Section
402(g)(3)(c). The accelerated benefit option is not available under this policy.
Distributions  prior  to  age  59  1/2  may  be  subject  to  an  IRS  premature
distribution  tax,  in  addition  to current  income tax. As required by UCA'92,
mandatory 20 percent  withholding  will apply if: a payment meets the definition
of an Eligible Rollover Distribution and is not rolled over, but instead is paid
directly to the annuitant.

At any time  after a  qualifying  event,  but not later  than the April 1 of the
calendar year following the policy owner's  attainment of age 70 1/2, the policy
owner may:  surrender  this  policy;  or notify the Company in writing to remove
this endorsement.  This policy is then no longer a part of the 403(b) plan. Upon
removal of this  endorsement,  the accumulated value will be reported as taxable
income to the policy owner. Upon removal of this  endorsement,  this policy will
remain in force only if the net cash value or the after tax premium payments are
sufficient to pay the monthly deduction.

POLICY LOANS
Policy loans taken,  except as described below, will affect the tax treatment of
this policy. Policy loans may be made under this policy. The maximum policy loan
is the greater of 10,000, or 50 percent of the cash value. However, policy loans
may not exceed the loan value  described in this  policy.  In no event shall the
total policy  indebtedness of all 403(b) policies exceed 50,000 less the highest
total policy indebtedness during the one-year period prior to the new loan date.
The minimum policy loan is $100.

The policy  owner must repay each  policy loan within five (5) years of the loan
date;  unless the loan will be used to  purchase  the policy  owner's  principal
residence.  In that  event,  the Company  may fix a  reasonable  time period for
repayment. Terms for repayment will be established at the time the loan is made.
A loan must be repaid in  substantially  equal payments;  on a quarterly or more
frequent basis. All loan repayments must be clearly marked as such.

If any loan  repayments  have not been made within 61 days of the due date,  the
loan as in default.  After this 61 day time  period,  the  indebtedness  will be
repaid by surrendering a portion of this policy.  The amount surrendered will be
treated as a taxable distribution to the policy owner.

GENERAL PROVISIONS
A.   Endorsements.  This policy, including this endorsement,  will be amended as
     required by changes in: the Code;  IRS  regulation;  or  published  revenue
     rulings.  The policy owner will be promptly furnished with any endorsements
     which are required to comply with such changes in the Code. Upon receipt of
     such  endorsement,  the policy  owner has thirty  (30) days to contact  the
     Company to reject the  endorsement.  If the thirty (30) days elapse without
     contact by the policy  owner,  the  endorsement  is deemed  accepted by the
     policy owner.  Because this policy is established with the intent to comply
     with federal  regulation;  rejection of the endorsement by the policy owner
     will be deemed a request to remove this endorsement.
B.   Reporting.  The Company is required to report  payment  from this policy to
     the IRS,  and in some  cases,  to withhold  certain  amounts  from  taxable
     distributions.  The Company will furnish  policy reports  summarizing:  the
     cost of insurance; total contributions; and total distributions.
C.   Enabling  Agreement.  The  undersigned  hereby  agrees to the terms of this
     section;  and requests that this endorsement be attached to the policy. The
     matters which the undersigned agrees to and accepts  responsibility for are
     not the responsibility of the Company.

     Unless damage or loss is caused by willful or negligent act, or omission of
     the  Company,  in violation  of the policy or  applicable  law; the Company
     shall not be liable when the Company:

     1.   acts in accordance  with  information  furnished by the undersigned or
          the beneficiary(ies); or
     2.   must act without the benefit of information  which the  undersigned is
          required to provide under the terms of the policy or by law; or
     3.   administers any other matters relating to this policy.

D.   Acknowledgement.  The  undersigned  hereby  agrees  to the  terms  of  this
     endorsement   and   acknowledges   understanding   of:   the   distribution
     restrictions  imposed by Section  403(b)(11);  and investment  alternatives
     available under the employer's 403(b) program.

The Company shall not be liable for any damage or loss.  This includes,  without
limitation, incurred by the undersigned or the beneficiary(ies),  as a result of
information for which the undersigned is responsible.

Signed                                         Witness
            (Policy Owner)
CUNA Mutual Life Insurance Company             Date
      A Mutual Insurance Company

        Secretary
<PAGE>

                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Robert W. Bream, a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint, authorize and empower Gerald
T. Conklin, Linda L. Lilledahl, or John M. Waggoner,  severally, as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Account (or otherwise)  with full power to prepare,  review,  execute,
deliver and file  Post-Effective  Amendments  with the  Securities  and Exchange
Commission for the CUNA Mutual Life Variable Account, Registration No. 33-19718.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 7th day of April, 1997.

                                   /s/  Robert W. Bream
                                   Robert W. Bream
                                   Director, CUNA Mutual Life Insurance Company





                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, James L. Bryan,  a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint, authorize and empower Gerald
T. Conklin, Linda L. Lilledahl, or John M. Waggoner,  severally, as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Account (or otherwise)  with full power to prepare,  review,  execute,
deliver and file  Post-Effective  Amendments  with the  Securities  and Exchange
Commission for the CUNA Mutual Life Variable Account, Registration No. 33-19718.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 7th day of April, 1997.

                                    /s/  James L. Bryan
                                    James L. Bryan
                                    Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Loretta M. Burd, a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint, authorize and empower Gerald
T. Conklin, Linda L. Lilledahl, or John M. Waggoner,  severally, as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Account (or otherwise)  with full power to prepare,  review,  execute,
deliver and file  Post-Effective  Amendments  with the  Securities  and Exchange
Commission for the CUNA Mutual Life Variable Account, Registration No. 33-19718.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 8th day of April, 1997.

                                    /s/  Loretta M. Burd
                                    Loretta M. Burd
                                    Director, CUNA Mutual Life Insurance Company




                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, Joseph N. Cugini, a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint, authorize and empower Gerald
T. Conklin, Linda L. Lilledahl, or John M. Waggoner,  severally, as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Account (or otherwise)  with full power to prepare,  review,  execute,
deliver and file  Post-Effective  Amendments  with the  Securities  and Exchange
Commission for the CUNA Mutual Life Variable Account, Registration No. 33-19718.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 4th day of April, 1997.

                                    /s/  Joseph N. Cugini
                                    Joseph N. Cugini
                                    Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Robert T. Lynch, a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint, authorize and empower Gerald
T. Conklin, Linda L. Lilledahl, or John M. Waggoner,  severally, as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Account (or otherwise)  with full power to prepare,  review,  execute,
deliver and file  Post-Effective  Amendments  with the  Securities  and Exchange
Commission for the CUNA Mutual Life Variable Account, Registration No. 33-19718.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 7th day of April, 1997.

                                    /s/  Robert T. Lynch
                                    Robert T. Lynch
                                    Director, CUNA Mutual Life Insurance Company





                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Omer K. Reed, a director of CUNA Mutual Life
Insurance Company,  a life insurance company  incorporated under the laws of and
domiciled in the State of Iowa, hereby appoint,  authorize and empower Gerald T.
Conklin, Linda L. Lilledahl, or John M. Waggoner, severally, as my attorneys and
agents for me and in my name as director of CUNA Mutual Life  Insurance  Company
on behalf of CUNA Mutual Life  Insurance  Company and CUNA Mutual Life  Variable
Account (or otherwise) with full power to prepare,  review, execute, deliver and
file  Post-Effective  Amendments with the Securities and Exchange Commission for
the CUNA Mutual Life Variable Account,  Registration No. 33-19718. This Power of
Attorney shall terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 4th day of April, 1997.

                                    /s/  Omer K. Reed
                                    Omer K. Reed
                                    Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Richard C.  Robertson,  a director of CUNA
Mutual Life Insurance Company,  a life insurance company  incorporated under the
laws of and  domiciled  in the  State of Iowa,  hereby  appoint,  authorize  and
empower Gerald T. Conklin, Linda L. Lilledahl,  or John M. Waggoner,  severally,
as my attorneys and agents for me and in my name as director of CUNA Mutual Life
Insurance  Company on behalf of CUNA  Mutual  Life  Insurance  Company  and CUNA
Mutual Life Variable Account (or otherwise) with full power to prepare,  review,
execute,  deliver and file  Post-Effective  Amendments  with the  Securities and
Exchange Commission for the CUNA Mutual Life Variable Account,  Registration No.
33-19718. This Power of Attorney shall terminate at the end of my appointed term
as Director.

WITNESS MY HAND AND SEAL this 4th day of April, 1997.

                                    /s/  Richard C. Robertson
                                    Richard C. Robertson
                                    Director, CUNA Mutual Life Insurance Company





                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Donald F. Roby,  a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint, authorize and empower Gerald
T. Conklin, Linda L. Lilledahl, or John M. Waggoner,  severally, as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Account (or otherwise)  with full power to prepare,  review,  execute,
deliver and file  Post-Effective  Amendments  with the  Securities  and Exchange
Commission for the CUNA Mutual Life Variable Account, Registration No. 33-19718.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 7th day of April, 1997.

                                    /s/  Donald F. Roby
                                    Donald F. Roby
                                    Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, Neil A. Springer, a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint, authorize and empower Gerald
T. Conklin, Linda L. Lilledahl, or John M. Waggoner,  severally, as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Account (or otherwise)  with full power to prepare,  review,  execute,
deliver and file  Post-Effective  Amendments  with the  Securities  and Exchange
Commission for the CUNA Mutual Life Variable Account, Registration No. 33-19718.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 4th day of April, 1997.

                                    /s/  Neil A. Springer
                                    Neil A. Springer
                                    Director, CUNA Mutual Life Insurance Company





                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Farouk D. G. Wang, a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint, authorize and empower Gerald
T. Conklin, Linda L. Lilledahl, or John M. Waggoner,  severally, as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Account (or otherwise)  with full power to prepare,  review,  execute,
deliver and file  Post-Effective  Amendments  with the  Securities  and Exchange
Commission for the CUNA Mutual Life Variable Account, Registration No. 33-19718.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 8th day of April, 1997.

                                    /s/  Farouk D. G. Wang
                                    Farouk D. G. Wang
                                    Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, Larry T. Wilson,  a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint, authorize and empower Gerald
T. Conklin, Linda L. Lilledahl, or John M. Waggoner,  severally, as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Account (or otherwise)  with full power to prepare,  review,  execute,
deliver and file  Post-Effective  Amendments  with the  Securities  and Exchange
Commission for the CUNA Mutual Life Variable Account, Registration No. 33-19718.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 10th day of April, 1997.

                                    /s/  Larry T. Wilson
                                    Larry T.  Wilson
                                    Director, CUNA Mutual Life Insurance Company






                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, W. F. Broxterman, a director of Century Life
of  America,  a life  insurance  company  incorporated  under  the  laws  of and
domiciled in the State of Iowa, hereby appoint,  authorize and empower Gerald T.
Conklin, Linda L. Lilledahl, or John M. Waggoner, severally, as my attorneys and
agents for me and in my name as director of Century Life of America on behalf of
Century Life of America and Century  Variable  Account (or otherwise)  with full
power to prepare,  review, execute,  deliver and file Post-Effective  Amendments
with the Securities and Exchange  Commission for the Century  Variable  Account,
Registration No. 33-19718.  This Power of Attorney shall terminate at the end of
my appointed term as Director.

WITNESS MY HAND AND SEAL this 8th day of January, 1996.

                                       /s/ W. F. Broxterman
                                       W. F. Broxterman
                                       Director, Century Life of America


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, Ralph B. Canterbury,  a director of Century
Life of America,  a life insurance  company  incorporated  under the laws of and
domiciled in the State of Iowa, hereby appoint,  authorize and empower Gerald T.
Conklin, Linda L. Lilledahl, or John M. Waggoner, severally, as my attorneys and
agents for me and in my name as director of Century Life of America on behalf of
Century Life of America and Century  Variable  Account (or otherwise)  with full
power to prepare,  review, execute,  deliver and file Post-Effective  Amendments
with the Securities and Exchange  Commission for the Century  Variable  Account,
Registration No. 33-19718.  This Power of Attorney shall terminate at the end of
my appointed term as Director.

WITNESS MY HAND AND SEAL this 8th day of January, 1996.

                                       /s/ Ralph B. Canterbury
                                       Ralph B. Canterbury
                                       Director, Century Life of America






                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Jerald R. Hinrichs,  a director of Century
Life of America,  a life insurance  company  incorporated  under the laws of and
domiciled in the State of Iowa, hereby appoint,  authorize and empower Gerald T.
Conklin, Linda L. Lilledahl, or John M. Waggoner, severally, as my attorneys and
agents for me and in my name as director of Century Life of America on behalf of
Century Life of America and Century  Variable  Account (or otherwise)  with full
power to prepare,  review, execute,  deliver and file Post-Effective  Amendments
with the Securities and Exchange  Commission for the Century  Variable  Account,
Registration No. 33-19718.  This Power of Attorney shall terminate at the end of
my appointed term as Director.

WITNESS MY HAND AND SEAL this 8th day of January, 1996.

                                        /s/ Jerald R. Hinrichs
                                        Jerald R. Hinrichs
                                        Director, Century Life of America




<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, Rosemarie M. Shultz,  a director of Century
Life of America,  a life insurance  company  incorporated  under the laws of and
domiciled in the State of Iowa, hereby appoint,  authorize and empower Gerald T.
Conklin, Linda L. Lilledahl, or John M. Waggoner, severally, as my attorneys and
agents for me and in my name as director of Century Life of America on behalf of
Century Life of America and Century  Variable  Account (or otherwise)  with full
power to prepare,  review, execute,  deliver and file Post-Effective  Amendments
with the Securities and Exchange  Commission for the Century  Variable  Account,
Registration No. 33-19718.  This Power of Attorney shall terminate at the end of
my appointed term as Director.

WITNESS MY HAND AND SEAL this 22nd day of January, 1996.

                                        /s/ Rosemarie M. Shultz
                                        Rosemarie M. Shultz
                                        Director, Century Life of America






                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, James C. Barbre, a director of Century Life
of  America,  a life  insurance  company  incorporated  under  the  laws  of and
domiciled in the State of Iowa, hereby appoint,  authorize and empower Gerald T.
Conklin, Linda L. Lilledahl, or John M. Waggoner, severally, as my attorneys and
agents for me and in my name as director of Century Life of America on behalf of
Century Life of America and Century  Variable  Account (or otherwise)  with full
power to prepare,  review, execute,  deliver and file Post-Effective  Amendments
with the Securities and Exchange  Commission for the Century  Variable  Account,
Registration No. 33-19718.  This Power of Attorney shall terminate at the end of
my appointed term as Director in May 1999.

WITNESS MY HAND AND SEAL this 11th day of January, 1996.

                                          /s/ James C. Barbre
                                          James C. Barbre
                                          Director, Century Life of America




<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, James A. Halls, a director of Century Life
of  America,  a life  insurance  company  incorporated  under  the  laws  of and
domiciled in the State of Iowa, hereby appoint,  authorize and empower Gerald T.
Conklin, Linda L. Lilledahl, or John M. Waggoner, severally, as my attorneys and
agents for me and in my name as director of Century Life of America on behalf of
Century Life of America and Century  Variable  Account (or otherwise)  with full
power to prepare,  review, execute,  deliver and file Post-Effective  Amendments
with the Securities and Exchange  Commission for the Century  Variable  Account,
Registration No. 33-19718.  This Power of Attorney shall terminate at the end of
my appointed term as Director in May 1999.

WITNESS MY HAND AND SEAL this 8th day of January, 1996.

                                            /s/ James A. Halls
                                            James A. Halls
                                            Director, Century Life of America






                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Michael B. Kitchen,  a director of Century
Life of America,  a life insurance  company  incorporated  under the laws of and
domiciled in the State of Iowa, hereby appoint,  authorize and empower Gerald T.
Conklin, Linda L. Lilledahl, or John M. Waggoner, severally, as my attorneys and
agents for me and in my name as director of Century Life of America on behalf of
Century Life of America and Century  Variable  Account (or otherwise)  with full
power to prepare,  review, execute,  deliver and file Post-Effective  Amendments
with the Securities and Exchange  Commission for the Century  Variable  Account,
Registration No. 33-19718.  This Power of Attorney shall terminate at the end of
my appointed term as Director in May 1999.

WITNESS MY HAND AND SEAL this 5th day of January, 1996.

                                      /s/ Michael B. Kitchen
                                      Michael B. Kitchen
                                      Director, Century Life of America




<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Gerald J. Ring, a director of Century Life
of  America,  a life  insurance  company  incorporated  under  the  laws  of and
domiciled in the State of Iowa, hereby appoint,  authorize and empower Gerald T.
Conklin, Linda L. Lilledahl, or John M. Waggoner, severally, as my attorneys and
agents for me and in my name as director of Century Life of America on behalf of
Century Life of America and Century  Variable  Account (or otherwise)  with full
power to prepare,  review, execute,  deliver and file Post-Effective  Amendments
with the Securities and Exchange  Commission for the Century  Variable  Account,
Registration No. 33-19718.  This Power of Attorney shall terminate at the end of
my appointed term as Director in May 1999.

WITNESS MY HAND AND SEAL this 11th day of January, 1996.

                                       /s/ Gerald J. Ring
                                       Gerald J. Ring
                                       Director, Century Life of America


<TABLE> <S> <C>

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<S>                           <C>
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<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   DEC-31-1997
<INVESTMENTS-AT-COST>                          128,414,993
<INVESTMENTS-AT-VALUE>                         171,990,985
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<TOTAL-ASSETS>                                 171,990,985
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<OTHER-ITEMS-LIABILITIES>                      22,190     
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