CUNA MUTUAL LIFE VARIABLE ACCOUNT
S-6, 1999-06-24
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           As Filed with the Securities and Exchange Commission on June 24, 1999

                                                      Registration No. 333-
                                                                       811-03915

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2

                        CUNA Mutual Life Variable Account
                              (Exact name of trust)


                       CUNA Mutual Life Insurance Company
                               (Name of depositor)

                                2000 Heritage Way
                               Waverly, Iowa 50677
          (Complete address of depositor's principal executive offices)

                             Kevin S. Thompson, Esq.
                       CUNA Mutual Life Insurance Company
                             5910 Mineral Point Road
                                Madison, WI 53705
                (Name and complete address of agent for service)

                                    Copy to:
                              David Goldstein, Esq.
                          Sutherland, Asbill & Brennan
                         1275 Pennsylvania Avenue, N.W.
                            Washington, DC 20004-2404

                  Approximate date of proposed public offering:
 As soon as practicable after the effective date of this Registration Statement

Title of  Securities  Being  Offered:  Interest in the Separate  Account  issued
through Variable Life Insurance Policies.


         The Registrant hereby amends this Registration  Statement on such dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.


<PAGE>

                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

  Item Number                       Caption in Prospectus

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

<PAGE>


PROSPECTUS September 1,  1999

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

                 Flexible Premium Variable Life Insurance Policy

                                    issued by

                       CUNA Mutual Life Insurance Company
                                     Through
                        CUNA Mutual Life Variable Account

                                2000 Heritage Way
                            Waverly, Iowa 50677-9202
                                 (800) 798-5500
================================================================================

This  prospectus  describes the [ ] flexible  premium  variable  life  insurance
policy  ("Policy")  issued by CUNA Mutual Life  Insurance  Company  through CUNA
Mutual Life Variable Account ("Separate  Account").  The Policy is designed as a
long-term  investment  that  attempts  to  provide  significant  life  insurance
benefits for the entire life of the insured.

This prospectus provides information that a prospective owner should know before
investing.  You should keep this prospectus for future reference as you consider
the Policy in conjunction with other insurance you own.

With this Policy, you can allocate net premium and policy values to:

     o    subaccounts of the Separate  Account,  each of which invests in one of
          the mutual funds listed on this page; or

     o    a fixed account, which credits a specified rate of interest.

A prospectus for each of the mutual funds available through the Separate Account
must accompany this prospectus. Please read these documents before investing and
save them for future reference.

The mutual funds available include:

|_| Ultra Series Fund
      Capital Appreciation Stock Fund
      Mid-Cap Stock Fund
      Growth and Income Stock Fund
      Balanced Fund
      Bond Fund
      Money Market Fund

|_| T. Rowe Price International Series, Inc.
      International Stock Portfolio

|_| MFS  Variable Insurance Trust
      MFS Global Government Series
      MFS Emerging Growth Series

|_| Templeton Variable Products Series Fund
      Templeton Developing Markets Fund: Class 2

|_| Oppenheimer Variable Account Funds
      Oppenheimer High Income Fund

An investment in the Separate Account is not a bank or credit union deposit, and
the  Policy is not  insured  or  guaranteed  by the  Federal  Deposit  Insurance
Corporation or any other government  agency.  Investment in the Separate Account
involves certain risks including loss of premium (principal).

Please refer to the "Risk Summary"  section of this  prospectus  which describes
certain risks associated with investing in a Policy.



   The Securities and Exchange Commission has not approved or disapproved this
     Policy or determined that this prospectus is accurate or complete. Any
              representation to the contrary is a criminal offense.




Table of Contents

Glossary...................................................1
Policy Summary.............................................4
Risk Summary...............................................8
Portfolio Expense Table...................................10
CUNA Mutual Life Insurance Company........................11
     CUNA Mutual Life Insurance Company...................11
     The Fixed Account....................................11
The Separate Account and the Funds........................12
     Ultra Series Fund....................................12
     T. Rowe Price International Series, Inc..............13
     MFS Variable Insurance Trust.........................13
     Oppenheimer Variable Account Funds...................13
     Templeton Variable Products Series Fund..............14
     More Information About the Funds.....................14
The Policy................................................15
     Applying for a Policy................................15
     Conditions for Policy Issue..........................15
     Policy Issue Date....................................15
     Temporary Insurance Agreement........................15
     Right-to-Examine Period..............................15
     Flexibility of Premiums..............................16
     Allocation of Net Premiums...........................16
     Lapse................................................17
     Reinstatement........................................17
     Premiums to Prevent Lapse............................17
     Basic Guarantee......................................17
     Extended Guarantee...................................17
     Death Benefit Proceeds...............................18
     Change of Death Benefit Option.......................19
     Change of Specified Amount...........................19
Policy Values.............................................20
     Policy Value.........................................20
     Surrender Value......................................20
     Transfer of Values...................................20
     Dollar Cost Averaging................................21
     Automatic Personal Portfolio Rebalancing Service.....22
     Other Types of Automatic Transfers...................22
     Surrender and Partial Withdrawals....................22
     Maturity.............................................23
     Payment of Benefits/Settlement Options...............23
     Policy Loans.........................................24
   Charges and Deductions.................................24
     Fund Charges.........................................24
     Premium Expense Charge...............................24
     Monthly Deduction....................................24
     Mortality and Expense Risk Charge....................25
     Surrender Charges....................................26
     Transfer Fee.........................................26
     Federal and State Income Taxes.......................26
     Duplicate Policy Charge..............................26
     Change of Specified Amount Charge....................26
Other Policy Benefits and Provisions......................26
     Owner, Beneficiary...................................26
     Incontestability.....................................27
     Right to Convert.....................................27
     Transfer of Ownership................................27
     Collateral Assignments...............................27
     Effect of Misstatement of Age or Gender..............28
     Suicide..............................................28
     Dividends............................................28
     Suspension of Payments...............................28
     Accelerated Benefit Option...........................29
   Riders and Endorsements................................30
     Children's Insurance.................................30
     Guaranteed Insurability..............................30
     Accidental Death Benefit.............................30
     Other Insured........................................30
     Waiver of Premium Disability.........................30
     Executive Benefits Plan Endorsement..................31
Federal Income Tax Considerations.........................31
CUNA Mutual Life Insurance Company
        Directors and Executive Officers..................34
Additional Information....................................36
     Resolving Material Conflicts.........................36
     Addition, Deletion Or Substitution Of Investments....36
     State Regulation.....................................37
     Legal Proceedings....................................37
     Independent Auditors.................................37
     Actuarial Matters....................................37
     Registration Statement...............................37
     Preparing For Year 2000..............................38
     Distribution Of Policies.............................38
Financial Statements......................................38
Appendix A - Illustrations of Policy Values
               and Death Benefits.........................41
Appendix B - First Year Surrender Charges
               per $1,000 of Specified Amount.............51
Appendix C - First Year Surrender Charges
               per $1,000 of Specified Amount Non-Gender..53
Appendix D - Death Benefit Percentage Factor..............54


<PAGE>

Glossary

Accumulation Unit
A unit of measurement used to calculate Subaccount Value.

Attained Age
The insured's age on the most recent Policy Anniversary.

Basic Guarantee
Our guarantee that the Policy will not Lapse prior to the later of (1) the tenth
Policy Anniversary, or (2) the Insured's Attained Age 65.

Basic Guarantee Premium
The amount of premium each Policy Year necessary to keep the Basic  Guarantee in
effect.

Beneficiary
The  person(s)  you  select to receive  the Death  Benefit  Proceeds  under this
Policy. You may designate primary, contingent and irrevocable Beneficiaries.

Cash Value
The Policy Value minus any applicable surrender charge.

Company (we, us, our)
CUNA Mutual Life Insurance Company.

Contingent Beneficiary
The person(s) you select to receive the Death Benefit Proceeds upon the death of
the Insured if the primary Beneficiary is not living.

Death Benefit
The  amount  we pay to the  Beneficiary  under a  Death  Benefit  Option  before
adjustments if the Insured dies while the Policy is In Force before the Maturity
Date.

Death Benefit Option
One of two options that you may select for computation of the Death Benefit.

Death Benefit Proceeds
The  amount we pay to the  Beneficiary  when we receive  proof of the  insured's
death.  It equals the Death Benefit on the date of the insured's  death less the
following adjustments: (1) any premium received after the date of death, (2) the
amount of any  Partial  Withdrawals  made  after the date of death,  (3)  unpaid
Insurance  Charges if death occurred  during the Grace Period,  and (4) any Loan
Amount.

Extended Guarantee
Our guarantee that the Policy will not Lapse prior to the Insured's Attained Age
95.

Extended Guarantee Premium
The amount of premium each Policy Year necessary to keep the Extended  Guarantee
in effect.

Fixed Account
Part of the Company's  General  Account to which Net Premium may be allocated or
Policy Value transferred.

Fixed Account Value
Policy Value in the Fixed Account.

Fund
Each investment  portfolio of Ultra Series Fund or any other open-end management
investment company or unit investment trust in which a subaccount invests.

General Account
The assets of the Company other than those
allocated to the Separate Account or another separate account of the Company.

Grace Period
The 61-day  period during which you may pay Premiums to cover overdue (and other
specified) Monthly Deduction and thereby prevent the Policy from Lapsing.

Home Office
The Company's office at 2000 Heritage Way, Waverly, Iowa 50677-9202.

In Force
Status of the Policy after the Policy Issue Date and prior to its termination by
Lapse, surrender or Maturity.

Initial Required Premium
The minimum  premium that you must pay before  insurance  coverage  begins under
this Policy. The Initial Required Premium is shown on your Policy's data page.

Insured
The person whose life is insured by this Policy.

Irrevocable Beneficiary
A  Beneficiary  who has certain  rights that you can change only with his or her
consent.

Lapse
Termination  of the  Policy  at the  expiration  of the Grace  Period  while the
Insured is still living before the Maturity Date.

Loan Account
A portion of the Company's  General  Account to which Variable  Account Value or
Fixed  Account Value is  transferred  to provide  collateral  for any loan taken
under the Policy.

Loan Account Value
Policy Value in the Loan Account.

Loan Amount
At any time other than a Policy  Anniversary,  the Loan  Account  Value plus any
interest  charges accrued on the Loan Account Value up to that time. On a Policy
Anniversary, the Loan Amount equals the Loan Account.

Maturity Date
The  Policy  Anniversary  when  the  insured  reaches  Attained  Age 95  (unless
extended).  This  Policy  terminates  and life  insurance  coverage  ends on the
Maturity Date.

Monthly Deduction
The amount we deduct from the Policy  Value each month.  It includes the cost of
insurance charge, the monthly administration charge, the monthly policy fee, and
the cost of any riders.

Monthly Processing Day
The day each month as of which we determine the Insurance  Charges and deduct it
from Policy  Value.  It is the same date each month as the Policy Issue Date. If
the Monthly Processing Day is not a Valuation Day, then it is the next Valuation
Day.

Net Amount At Risk
As of any Monthly Processing Day, the Death Benefit (discounted for the upcoming
month) less the Policy Value (after deduction of the Monthly Deduction).

Net Premium
Any Premium less the premium expense charge.

Owner (You, Your)
The person entitled to exercise all rights as Owner of the Policy.

Planned Premium
The Premium payment selected by the Owner as a level amount that he or she plans
to pay on a monthly, quarterly, semi-annual or annual basis over the life of the
Policy.

Policy Anniversary
The same date in each Policy Year as the Policy Issue Date.

Policy Issue Date
The date as of which the Policy is issued and coverage takes effect.  We measure
Policy  months,  Policy years,  and Policy  anniversaries  from the Policy Issue
Date.

Policy Value
The sum of the Variable  Account  Value,  the Fixed  Account  Value and the Loan
Account Value.

Policy Year
A  twelve  month  period  beginning  on the  Policy  Issue  Date or on a  Policy
Anniversary.

Premium
Any payment you make under the Policy other than a loan repayment.

Right to Examine Period
The period  when you may return the Policy and  receive a refund.  The length of
the period varies by state.  Your Policy's cover page shows the Right to Examine
period.

Separate Account
CUNA Mutual Life Variable Account.  It is a separate  investment account that is
divided into subaccounts,  each of which invests in a corresponding portfolio of
a designated mutual fund.

Specified Amount
The dollar  amount  selected by the Owner and shown on the Policy data page that
is used to determine the Death Benefit.

Subaccount
A  subdivision  of the Separate  Account,  the assets of which are invested in a
corresponding Fund.

Subaccount Value
The Policy Value in a Subaccount.

Surrender Value
The Cash Value less any Loan Amount.

Valuation Day
For each  Subaccount,  each day that  the New York  Stock  Exchange  is open for
business except for certain  holidays listed in the prospectus and days that the
Subaccount's corresponding Fund does not value its shares.

Valuation Period
The  period  beginning  at the close of  regular  trading  on the New York Stock
Exchange on any Valuation Day and ending at the close of regular  trading on the
next succeeding Valuation Day.

Variable Account Value
The sum of all Subaccount Values.

Written Request
A written notice or request in a form satisfactory to the Company that is signed
by the Owner and received at the Home Office.

You (Your)
The Owner.
<PAGE>

Policy Summary

This  summary  describes  important  features of the Policy and  corresponds  to
sections in this  prospectus  which  discuss the topics in more  detail.  Please
refer to the Glossary for definitions of certain terms.


                               Premiums And Lapse

o     The amount of your Policy's Specified Amount determines the amount of your
      Initial Required Premium. After you make the Initial Required Premium, you
      can pay subsequent premiums (minimum $50) at any time.

o     You can elect to pay  Planned  Premiums  but you are not  required  to pay
      premiums  according to the plan.  You can vary the frequency and amount of
      premiums,  and can skip premiums.  We do not accept any premiums after the
      Insured reaches Attained Age 95.

o     We deduct a premium  expense  charge  from each  premium  and  credit  the
      resulting amount to the Policy Value.

o     Paying the Initial  Required Premium will not necessarily keep your Policy
      In Force.  Unless the Basic  Guarantee  or the  Extended  Guarantee  is in
      effect,  your Policy  will enter a 61-day  Grace  Period if the  Surrender
      Value is zero on a Monthly  Processing  day.  Your Policy  will  terminate
      without  value  unless you pay a sufficient  Net Premium  during the Grace
      Period. See Risk of Lapse; and Policy Lapse and Reinstatement.

o     As long as your cumulative premiums less aggregate partial withdrawals and
      any Loan  Amount  equal  or  exceed  the  Accumulated  Extended  Guarantee
      Premiums,  your Policy will not enter the Grace Period until the Insured's
      Attained  Age  95.  As long as your  cumulative  premiums  less  aggregate
      partial  withdrawals  and any Loan Amount equal or exceed the  Accumulated
      Basic  Guarantee  Premiums,  your Policy  will not enter the Grace  Period
      before the later of (1) the tenth Policy Anniversary, or (2) the Insured's
      Attained Age 65.

o     Once we issue your Policy, the Right-to-Examine begins. You may return the
      Policy  during  this  period and  receive a refund.  See  Right-to-Examine
      Period.

                               Investment Options

Fixed Account:

      o  You may place money in the fixed account where it earns  interest at an
         annual rate of at least 4%. We may declare  higher  rates of  interest,
         but are not  obligated to do so. The Fixed Account may not be available
         in all states.

Separate Account:

o     You may allocate  Net  Premiums or transfer  Policy Value to any of the 11
      Subaccounts  of the variable  account.  We do not  guarantee any money you
      place in the  Subaccounts.  The value of each  Subaccount will increase or
      decrease,  depending on the investment  performance  of the  corresponding
      fund. You could lose some or all of your money.

o     Each  Subaccount  invests  exclusively  in one  investment  portfolio of a
      mutual fund (a "Fund"). The following Funds are available:

|_| Ultra Series Fund
      Capital Appreciation Stock Fund
      Mid-Cap Stock Fund
      Growth and Income Stock Fund
      Balanced Fund
      Bond Fund
      Money Market Fund

|_| T. Rowe Price International Series, Inc.
      International Stock Portfolio

|_| MFS Variable Insurance Trust
      MFS Global Government Series
      MFS Emerging Growth Series

|_| Templeton Variable Products Series Fund
      Templeton Developing Markets Fund (Class 2 Shares)

|_| Oppenheimer Variable Account Funds
      Oppenheimer High Income Fund


                                  Policy Value


o     Policy Value is the sum of your amounts in the  Subaccounts  and the fixed
      Account. Policy Value also includes amounts we hold in our General Account
      to secure any outstanding loans.

o     Policy Value varies from Valuation Day to Valuation Day,  depending on the
      investment  experience  of the  Subaccounts  you choose,  the  interest we
      credit  to the  Fixed  Account,  the  charges  we  deduct,  and any  other
      transactions (such as transfers, Partial Withdrawals, and loans.)

o     Policy Value is the starting point for calculating  important values under
      the Policy,  such as the Cash  Value,  the  Surrender  Value and the Death
      Benefit.

o     We do not guarantee a minimum  Policy Value.  Your Policy may Lapse if you
      do not have  sufficient  Policy  Value  (minus any loan and  accrued  loan
      interest) to pay the Monthly Deduction on a Monthly Processing Day.



                              Death Benefit Options

o     You must choose  between two Death Benefit  Options under the Policy.  You
      may change Death Benefit Options [after the first Policy year]:


      |X|Option 1 is a level Death Benefit  through  attained age 99 that is the
            greater of:

      o     the Specified Amount on the date of death; or

      o     the Policy Value on the date of death  multiplied by the  applicable
            Death Benefit percentage.

      |X|Option 2 is a variable Death Benefit that is the greater of :

      o     the Specified Amount plus the Policy Value on the date of death; or

      o     the Policy Value on the date of death  multiplied by the  applicable
            Death Benefit percentage.


o     You may  select  the  Specified  Amount  which  must be at  least  $50,000
      ($25,000 for  Insureds age 65 or over on the Policy Issue Date).  You also
      may increase or decrease the Specified Amount, but you may not decrease it
      below $40,000 ($20,000 for Insureds age 65 or over.)


                             Charges and Deductions

o     Premium expense  charge:  We may deduct up to 3.5% of each premium payment
      and credit the remaining net premium to your Policy Value.

o     Monthly Deduction.  Each month we deduct:

      o     a cost of  insurance  charge for the Policy  (varies by age, sex and
            other underwriting factors)

      o     charges for any riders

      o     a monthly Policy Fee of $6.00

      o     a monthly  administration  charge of $0.0375 per month per $1,000 of
            Specified Amount during the first 10 Policy Years

o     Surrender and Partial Withdrawal charges:

      o     surrender: We deduct a surrender charge if the Policy is surrendered
            during  the  first  9  Policy  Years  or  during  the 9 year  period
            following an increase in Specified  Amount.  [Likewise,  we deduct a
            surrender  charge if Specified  Amount,  or an increase in Specified
            Amount,  is decreased  within such time periods.] This charge varies
            by age, sex, rating class and number of years you held the Policy.

      o     partial  withdrawal:  We may  deduct a  processing  fee equal to the
            lesser of $25 or 2% of the amount  withdrawn.  We currently to waive
            this fee.

o     Mortality and Expense Risk Charge: We deduct a charge equal to 0.90% on an
      annual basis of the average daily net assets of the Separate Account.

o     Fund  Expenses:  The  Funds  deduct  investment  advisory  fees and  other
      expenses  from the  amounts  the  subaccounts  invest in the  Fund.  These
      charges vary by Fund and range from ____% to ____% per year.

      o     A $30 fee for a duplicate copy of your Policy.

o     Other charges that the Company reserves the right to collect:

      o     A charge of $100 for each  increase in  Specified  Amount  after the
            first increase in a Policy Year.

o     Transfer charge: a $10 fee for the 13th and each additional  transfer in a
      Policy Year may be charged. We are currently waiving this fee.


                       Surrenders and Partial Withdrawals

o     Full  surrender:  At any time while the Insured is alive and the Policy is
      In Force,  you may make a written request to surrender your Policy for its
      Surrender Value.

      o  Federal income taxes and a penalty tax apply to surrenders

o     Partial Withdrawals: You may make up to 2 written requests per Policy Year
      to withdraw part of the Surrender Value, subject to the following rules.

      o     Federal  income  taxes  and a  penalty  tax  may  apply  to  Partial
            Withdrawals;

      o     A  Partial  Withdrawal  reduces  the Death  Benefit  by at least the
            amount withdrawn;

      o     If Death Benefit Option 1 is in effect,  Specified Amount is reduced
            by the  dollar  amount of a Partial  Withdrawal.  Surrender  charges
            apply [do not apply] to a reduction  in Specified  Amount  resulting
            from a Partial Withdrawal; and

      o     We may  deduct a  processing  fee for each  Partial  Withdrawal.  We
            currently intend to waive this fee.


                                    Transfers

o     Each Policy Year, you may make:

      o     an unlimited number of transfers from the subaccounts; and

      o     one transfer from the fixed account.

      o     A  transfer  from the fixed  account  may be limited to 25% of Fixed
            Account Value. We currently waive this restriction.

      o     We may charge $10 for the 13th and each additional transfer during a
            Policy Year. We currently waive this fee.

                                      Loans

o     You may borrow money from us using the  Surrender  Value of Your Policy as
      collateral. Loans may have tax consequences.

o     To secure the loan,  we transfer  an amount of your Policy  Value equal to
      the loan from the Separate Account and Fixed Account to the Loan Account.

o     Policy Value in the Loan Account earns interest at the guaranteed  minimum
      rate of 4% per year.

o     We charge you a maximum  interest  rate of 6% per year on amounts that you
      borrow.  Interest is accrued throughout the year and is payable at the end
      of each Policy year.  Unpaid interest is added to the Loan Amount (becomes
      part of the  outstanding  loan) if it is not paid at the end of the Policy
      Year.

o     You may repay  all or part of your  outstanding  loans at any  time.  Loan
      repayments must be clearly marked as loan repayments or we will treat them
      as premiums.

o     Outstanding loans and accrued interest are deducted from the Death Benefit
      to  arrive  at the Death  Benefit  Proceeds  (the  amount  payable  to the
      Beneficiary upon the Insured's death).


Risk Summary
- --------------------------------------------------------------------------------

                                 Investment Risk

If you instruct us to invest your Policy Value in one or more  subaccounts,  you
will be subject to the risk that investment  performance will be unfavorable and
that your Policy Value will  decrease.  If you allocate Net Premiums or transfer
Policy Value to the Fixed  Account,  we credit your Policy Value with a declared
rate of interest,  but you assume the risk that the rate may decrease,  although
it will never be lower than a guaranteed minimum annual effective rate of 4.0%.

Because we continue to deduct charges from Policy Value,  if investment  results
are not sufficiently  favorable,  or if interest rates are too low, or if you do
not make additional  premium  payments,  then your Policy's  Surrender Value may
fall to zero.  In that  case,  the  Policy may  Lapse.  However,  if  investment
experience is sufficiently favorable and you have kept the Policy In Force for a
substantial  time,  you may be able to draw upon Policy Value,  through  Partial
Withdrawals and loans.

                                  Risk of Lapse

Certain  circumstances  will cause your  Policy to enter a Grace  Period  during
which you must make a sufficient premium payment to keep your Policy In Force:

      o  If your Policy's Surrender Value on a Monthly Processing Day is too low
         to cover the Insurance  Charges,  and the Basic  Guarantee and Extended
         Guarantee are not in effect,  then the Policy will enter a 61-day Grace
         Period.

      o  Notwithstanding the foregoing, the Policy will not enter a Grace Period
         if, prior to the later of (1) the 10th Policy  Anniversary or , (2) the
         Insured's Attained Age 65, premiums less Partial  Withdrawals and loans
         equal to the accumulated  Basic Guarantee Premium for the period ending
         on that Monthly Processing Day have been paid.

      o  Notwithstanding the foregoing, the Policy will not enter a Grace Period
         if,  prior to the  Insured's  Attained  Age 95,  premiums  less Partial
         Withdrawals  and  loans  equal to the  accumulated  Extended  Guarantee
         Premium for the period ending on that Monthly  Processing Day have been
         paid.

Whenever  your Policy  enters a Grace  Period,  if you do not make a  sufficient
premium payment before the Grace Period ends, your Policy will Lapse  (terminate
without value), and insurance coverage and other benefits under your Policy will
cease.  The premium  payment  required  to keep your Policy In Force  beyond the
Grace Period is the amount  sufficient to result in enough Net Premiums to cover
unpaid Monthly Deduction plus two months of additional Monthly Deductions.

If your Policy Lapses,  however,  you may reinstate the Policy within five years
from the date of Lapse, provided that you meet insurability requirements at that
time and pay any additional required premiums.

                                    Tax Risks

We anticipate that the Policy will be considered a life insurance contract under
federal  income  tax  law,  so  that  the  Death  Benefit  Proceeds  paid to the
Beneficiary will not be subject to federal income tax.  However,  due to lack of
guidance from tax  authorities,  it is uncertain  whether  Policies  issued on a
substandard basis would be considered life insurance contracts for this purpose.

Depending  on the total  amount of  premiums  that you pay,  your  Policy may be
treated as a modified  endowment  contract  ("MEC") under federal tax laws. If a
Policy is treated as a MEC, then Partial Withdrawals, surrenders and loans under
it are taxable as ordinary income to the extent such amounts represent  earnings
under the Policy.  For this purpose,  any Partial  Withdrawals,  surrenders  and
loans are considered first a distribution of earnings under the Policy, and when
earnings are fully distributed,  a distribution of the Owner's investment in the
Policy.  In addition,  a 10% penalty tax may be imposed on Partial  Withdrawals,
surrenders  and loans taken  before you reach age 59 1/2.  You should  consult a
qualified tax adviser for assistance in all tax matters involving your Policy.

                            Partial Withdrawal Limits

The Policy permits you to take only two Partial  Withdrawals in any Policy Year.
A Partial  Withdrawal  reduces the Policy Value and Surrender  Value, so it will
increase the risk that the Policy will Lapse.  It also  increases the likelihood
that either the Basic  Guarantee  or the Extended  Guarantee  will not remain in
effect. A Partial Withdrawal also may have adverse tax consequences.

A Partial Withdrawal reduces the Death Benefit.  If you selected the level Death
Benefit  (Option  1),  then when you make a Partial  Withdrawal,  the  Specified
Amount is reduced by the amount of the Partial  Withdrawal.  If you selected the
variable Death Benefit (Option 2), then when you make a Partial Withdrawal,  the
Death Benefit is reduced because the Policy Value is reduced.

                                   Loan Risks

A Policy loan, whether or not repaid, will affect Policy Value over time because
we transfer an amount equal to the amount of the loan from the  Subaccounts  and
Fixed Account to the Loan Account as collateral. We then credit a fixed interest
rate of at least 4.0% to the loan collateral.  As a result,  the loan collateral
does not  participate in the investment  results of the  Subaccounts nor does it
receive current interest rates in excess of 4.0% that we may, from time to time,
credit to the Fixed Account. The longer the loan is outstanding, the greater the
likely effect of not  participating  in the  Subaccounts  or the Fixed  Account.
Depending on the  investment  results of the  Subaccounts  and the interest rate
credited to the Fixed Account, the effect could be favorable or unfavorable.  We
also charge you  interest on the amount that you borrow at a rate  ranging  from
4.5% to 6.0%.

A Policy loan reduces the Death Benefit Proceeds and Surrender Value by the Loan
Amount (the amount of the loan(s), plus any interest you owe on the loan(s)). As
with Partial  Withdrawals,  loans reduce the Surrender  Value of your Policy and
therefore  increase the likelihood that the Policy would Lapse or that the Basic
Guarantee or the Extended Guarantee would not remain in effect.

                          Effects of Surrender Charges

The surrender charges under this Policy are significant, especially in the early
Policy  years.  It is likely  that you will  receive no  Surrender  Value if you
surrender  your Policy in the first few Policy years.  You should  purchase this
Policy only if you have the financial ability to keep it In Force at the initial
Specified Amount for a substantial period of time.

Even if you do not  surrender  your  Policy,  surrender  charges  play a role in
determining  whether your Policy will lapse.  Surrender  Value (that is,  Policy
Value minus any surrender charges and outstanding Loan Amount) is one measure we
use to  determine  whether your Policy will enter a Grace  Period,  and possibly
Lapse.

                    Comparison with Other Insurance Policies

Like fixed benefit life insurance, the Policy offers a minimum death benefit and
provides a Policy Value, loan privileges and a value on surrender.  However, the
Policy  differs from a fixed  benefit  policy  because it allows you to allocate
your Net Premiums or transfer  Policy Value to the  Subaccounts.  The amount and
duration of life  insurance  protection  and of the Policy Value varies with the
investment performance of the amounts you place in the Subaccounts. In addition,
the Surrender  Value always varies with the investment  results of your selected
Subaccounts.

As you consider  purchasing this Policy, keep in mind that it may not be to your
advantage to replace existing insurance with the Policy.

Portfolio Expense Table
- --------------------------------------------------------------------------------

The  following  table shows the fees and  expenses  incurred  by the Funds.  The
purpose of the table is to assist you in  understanding  the  various  costs and
expenses that you will bear directly and indirectly.  The table reflects charges
and expenses of the Funds for the fiscal year ended  December  31, 1998.  Future
expenses  of the  Funds  may be  higher  or lower  than  those  shown.  For more
information  on the fees and expenses  described  in this table,  see the Funds'
prospectuses which accompany this prospectus.

Annual Fund Operating Expenses (as a percentage of average net assets before fee
waivers and expense reimbursements).

<TABLE>
<CAPTION>

                                                                                            Total Annual
Portfolio                                            Management Fees      Other Expenses      Expenses
<S>                                                      <C>                 <C>                <C>
Ultra Capital Appreciation Stock Fund                       %                   %                 %
Ultra Mid-Cap Stock Fund                                    %                   %                 %
Ultra Growth and Income Stock Fund                          %                   %                 %
Ultra Balanced Fund                                         %                   %                 %
Ultra Bond Fund                                             %                   %                 %
Ultra Money Market Fund                                     %                   %                 %
T. Rowe Price International Stock Portfolio                 %                   %                 %
MFS Global Government Series                                %                   %                 %
MFS Emerging Growth Series                                  %                   %                 %
Oppenheimer High Income Fund                                %                   %                 %
Templeton Developing Markets Fund                           %                   %                 %

</TABLE>

     (1) Management fees include operating expenses.

     (2) These Funds have an expense offset arrangement which reduces the Funds'
         custodian  fee based  upon the amount of cash  maintained  by the Funds
         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 Funds'  expenses).  Expenses
         do not take into account  these expense  reductions,  and are therefore
         higher than the actual expenses of the Fund.

     (3) The annual  expenses listed for the MFS Global  Governments  Series are
         gross  of  certain   reimbursements  by  its  investment  adviser.  The
         investment adviser has agreed to bear, subject to reimbursement,  until
         December 31, 2004,  expenses of the Global 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 Global Governments Series.


CUNA Mutual Life Insurance Company
- --------------------------------------------------------------------------------

CUNA Mutual Life Insurance 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 is located at 2000 Heritage Way, Waverly, Iowa 50677-9202.  We, 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, we changed our name to "Century Life of America." On
January 1, 1997, we changed our name to "CUNA Mutual Life Insurance Company."

On July 1, 1990,  we  entered  into a  permanent  affiliation  with CUNA  Mutual
Insurance  Society  ("CUNA  Mutual"),   5910  Mineral  Point  Road,  Madison  WI
53705-4456.  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 our directors are
also  directors of CUNA Mutual and many of our senior  executive  officers  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 us are referred to herein as "CUNA Mutual Group."

As of December 31,  1998,  we had more than $4 billion in assets and $11 billion
of life  insurance  In Force.  Effective  June 1998 and through the date of this
Prospectus,  A.M. Best rated us A (Excellent).  Effective March 1998 and through
the date of this  Prospectus,  Duff & Phelps  rated  us 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 us 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 our principal  lines of business,  our competitive  position,  our management
capability,  our  relationship  with our  affiliates and our 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.

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

The Fixed Account

The fixed  account is part of the  Company's  General  Account.  We use  General
Account assets to support our insurance and annuity obligations other than those
funded by various  separate  accounts.  Subject to applicable  law, we have sole
discretion  over  investment  of the Fixed  Account's  assets.  We bear the full
investment  risk for all assets  contributed to the Fixed  Account.  The Company
guarantees  that all Policy  Value  allocated  to the Fixed  Account is credited
interest  daily  at a net  effective  interest  rate  of at  least  4%.  We will
determine  any interest rate  credited in excess of the  guaranteed  rate at our
sole discretion.

The Fixed Account is not registered with the Securities and Exchange  Commission
and the staff of the  Securities  and Exchange  Commission  has not reviewed the
disclosure in this prospectus relating to the Fixed Account.


The Separate Account and the Funds
- --------------------------------------------------------------------------------

We established the Separate  Account on August 16, 1983.  Although the assets in
the Separate Account are our property,  the assets  attributable to the Policies
are not chargeable with  liabilities  arising out of any other business which we
may  conduct.  The assets of the  Separate  Account are  available  to cover our
general liabilities 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.  We have the right to transfer to the general account any
assets  of the  Separate  Account  which are in  excess  of  reserves  and other
contract  liabilities.  Periodically,  the Separate Account makes payments to us
for mortality and Expense Charges.

The Separate Account is divided into Subaccounts.  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.

We do not guarantee the investment performance of the Separate Account or of any
Subaccount.  Policy Value 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 in the  Subaccounts  selectd
by the Owner.  To the extent that the Death  Proceeds  payable upon the death of
the Insured  exceed the Policy Value,  such amounts are our general  obligations
and payable out of our general account.

Ultra Series Fund

The Ultra Series Fund is a fund with two classes of shares  within each of seven
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. 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.
Currently,  the Ultra Series Fund offers six Funds as  investment  options under
the Policies.

Capital  Appreciation Stock Fund. This Fund seeks a 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.

Mid-Cap Stock Fund. This Fund seeks long-term capital  appreciation by investing
in mid-size and small  companies.  It pursues this  objective by purchasing  the
common  stock of generally  smaller,  less-developed  issuers  with  valuations,
fundamentals and/or prospects that are attractive to the investment adviser.

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.

T. Rowe Price International Series, Inc.

T. Rowe Price 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 T. Rowe Price  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

MFS Global  Governments  Series.  This Fund seeks to provide  income and capital
appreciation.

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 Global  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.) Financial  Services
Holdings,  Inc.  which,  in  turn,  is a  wholly  owned  subsidiary  of Sun Life
Assurance Company of Canada.

Oppenheimer Variable Account Funds

Oppenheimer  High Income  Fund.  This Fund seeks a high level of current  income
from  investments  in high yield  fixed-income  securities.  High Income  Fund's
investments  include  unrated  securities  or high risk  securities in the lower
rating  categories,  commonly  known as "junk  bonds,"  which are  subject  to a
greater risk of loss of principal and  nonpayment of interest than  higher-rated
securities.

Oppenheimer Funds, Inc. serves as the investment adviser to the Oppenheimer High
Income Fund and manages  its assets in  accordance  with  general  policies  and
guidelines  established  by the board of  trustees of the  Oppenheimer  Variable
Account Funds. The Manager is owned by Oppenheimer  Acquisition Corp., a holding
company that is owned in part by senior  officers of the Manager and  controlled
by Massachusetts Mutual Life Insurance Company.

Templeton Variable Products Series Fund

The Templeton  Variable  Products Series Fund is only available as an underlying
investment of the Separate Account in which this Contract invests.

Templeton  Developing  Markets Fund: Class 2. This Fund seeks long-term  capital
appreciation by investing primarily in equity securities of issuers in countries
having developing markets.

Templeton  Asset  Management  Ltd.  serves  as  the  investment  adviser  to the
Templeton  Developing Markets Fund: Class 2 and manages its assets and makes its
investments   decisions.   Templeton  Asset   Management  Ltd.  is  a  Singapore
corporation  wholly owned by Franklin  Resources,  Inc.,  a publicly  owned U.S.
company.  Franklin Resources' principal  shareholders are Charles B. Johnson and
Rupert H. Johnson Jr.

More Information About the Funds

Availability of the Funds. The Separate Account purchases shares of the Funds in
accordance  with  separate  participation  agreements.  The  agreements  contain
varying termination  provisions.  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. Shares of the Funds, other than Ultra Series Fund,
are sold to separate  accounts of insurance  companies  that are not  affiliated
with the Company or each other, a practice  known as "shared  funding." They are
also sold to separate  accounts to serve as the  underlying  investment for both
variable  annuity  contracts and variable life insurance  contracts,  a practice
known as "mixed  funding." As a result,  there is a possibility  that a material
conflict may arise between the interests of Owners,  whose  Contract  Values are
allocated  to the  Separate  Account,  and of  owners of other  contracts  whose
contract values are allocated to one or more other separate  accounts  investing
in any one of the Funds.  Shares of some of the Funds may also be sold  directly
to certain  qualified  pension and retirement plans qualifying under Section 401
of the Code. As a result,  there is a possibility  that a material  conflict may
arise  between the interests of Owners or owners of other  contracts  (including
contracts issued by other companies),  and such retirement plans or participants
in such  retirement  plans.  In the event of any such  material  conflicts,  the
Company will consider  what action may be  appropriate,  including  removing the
Fund from the Seperate  Account or replacing the Fund with another  Fund.  There
are  certain  risks  associated  with mixed and shared  funding and with sale of
shares to qualified  pension and  retirement  plans,  as disclosed in the Fund's
prospectus.

As with  other  Funds,  Ultra  Series  Fund  sells  shares  in  "mixed  funding"
arrangements.  In addition,  it sells shares  directly to qualified  pension and
retirement  plans sponsored by CUNA Mutual Group. In the future,  it is possible
that Ultra Series Fund may sell shares in "shared funding" arrangements. As with
other funds, in the event of material conflicts,  the Company will consider what
action may be  appropriate,  including  removing an Ultra Series Fund  Portfolio
from the  Separate  Account or  replacing  it with  another  Portfolio  or Fund.
Certain risks  associated with mixed funding and with the sale of shares to CUNA
Mutual  Group  plans  are  disclosed  in the  Ultra  Series  Fund  Statement  of
Additional Information.

Related Fund  Performance.  These mutual fund  portfolios  are not available for
purchase  directly by the general  public,  and are not the same as other mutual
fund  portfolios  with very  similar  or nearly  identical  names  that are sold
directly to the public.  However,  the  investment  objectives  and  policies of
certain  portfolios  available  under  the  policy  may be very  similar  to the
investment  objectives and policies of other  portfolios that are managed by the
same investment adviser or manager. Nevertheless, the investment performance and
results of the portfolios  available  under the policy may be lower,  or higher,
than the investment results of such other (publicly available) portfolios. There
can be no assurance,  and no representation is made, that the investment results
of any of the  portfolios  available  under the policy will be comparable to the
investment  results  of any  other  mutual  fund  portfolio,  even in the  other
portfolio  has the same  investment  adviser or manager and the same  investment
objectives and policies, and a very similar name.

The Policy
- --------------------------------------------------------------------------------

Applying for a Policy

To  purchase a Policy,  you must  complete  an  application  and submit it to an
authorized  representative.  You must also pay an  Initial  Required  Premium as
further  described  below.  You must pay the Initial Required Premium during the
lifetime of the Insured,  on or before the Policy Issue Date. All premiums after
the Initial Required Premium must be paid to the Home Office.

Conditions for Policy Issue

The minimum  Specified Amount for this Policy is $50,000 ($25,000 for Issue Ages
65 and over).  The Policy may be issued on individuals up to 75 years of Age. We
require evidence of insurability  satisfactory to us before issuing a Policy. In
some cases, this evidence will include a medical examination.

Policy Issue Date

Full Insurance coverage under the Policy begins as of the Policy Issue Date. The
Policy Issue Date is also used to  determine  Policy  Anniversaries  and Monthly
Processing  Days. If the Initial  Required Premium is paid with the application,
and,  after  underwriting  is complete,  the Policy is approved for issue at the
Specified Amount applied for, then the Policy Issue Date is the Valuation Day as
of which the  Policy is  approved.  If the  Initial  Required  Premium  does not
accompany the  application or if the Policy is approved for issue at a Specified
Amount other than that requested in the application,  then the Policy Issue Date
is  approximately  ten days  after the  Valuation  day as of which the Policy is
approved.

Temporary Insurance Agreement

If the  Initial  Required  Premium is paid with the  application,  the  proposed
Insured  will be  covered  prior to the  Policy  Issue  Date  under a  Temporary
Insurance  Agreement.  For the period  beginning  on the  Valuation  Day that we
receive the Initial Required Premium until all information necessary to complete
underwriting is received,  coverage under a Temporary Insurance  Agreement,  the
coverage is 50% of the  Specified  Amount  requested  in the  application  up to
$150,000.  After that period, and until the Policy Issue Date,  coverage under a
Temporary   Insurance  Agreement  is  the  Specified  Amount  requested  in  the
application  up to $300,000.  No temporary  insurance is available in connection
with coverage that is normally available through riders to a Policy. The details
of  the  Temporary   Insurance  Agreement  are  found  in  the  Agreement  which
accompanies the Policy.

Right-to-Examine Period

You may cancel the Policy before the latest of the following three events:

         o 45 days after the date of the application.

         o 10 days after we have  personally  delivered  or have sent the Policy
           and a Notice of Right of  Partial  Withdrawal  to you by first  class
           mail. (20 days if the policy is a replacement for an existing policy,
           or longer if required by state law.)

         o 10 days after you  receive  the  Policy.  (20 days if the policy is a
           replacement  for an existing  policy,  or longer if required by state
           law.)

To cancel the Policy,  you must mail or deliver the Policy to the representative
who sold it or to us at our Home Office. If you return the Policy, we will treat
it as if it had not been issued. You will receive a refund equal to the premiums
paid, unless state law requires a different result.

If there is an increase in  Specified  Amount and the increase is not the result
of a change in death  benefit  option,  you will be  granted a  right-to-examine
period,  with respect to the  increase.  You may request a  cancellation  of the
increase during the right-to-examine  period. You will then receive a refund (if
actual  payment was  received) or a credit.  A credit will be made to the Policy
Value  allocated  among  the  Subaccounts  and Fixed  Account  as if it were Net
Premium,  equal  to  all  Insurance  Charges  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  we  receive  the  request  for
cancellation on the appropriate  form containing all necessary  signatures.  Net
Premiums  paid upon  application  of an  increase  in  Specified  Amount will be
allocated to the  Subaccounts  and/or the Fixed 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.

Flexibility of Premiums

The Policy provides for a planned annual premium  determined by you. You are not
required,  however,  to pay premiums in  accordance  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. You may pay premiums after the Initial
Required Premium at any time while the Policy is In Force.

The Initial  Required Premium is at least one-sixth (1/6) of the Basic Guarantee
Premium.  This is the minimum  premium  that must be paid before we will issue a
Policy.  The Basic  Guarantee  Premium  is the sum of the  expected  first  year
charges plus the first year Surrender  Charge and provides  certain  protections
against Lapse.

A higher level of premium, the Extended Guarantee Premium,  will fund the Policy
at the Extended  Guarantee Level which provides  protection  against Lapse.  The
Extended  Guarantee  Premium  equals  the  current  guideline  level  premium as
determined by the current Internal Revenue Code.

The Initial  Required  Premium,  the Planned  Premium,  the  Extended  Guarantee
Premium,  and the  Basic  Guarantee  Premium  are  shown on the data page of the
Policy.  We reserve  the right to refuse any premium  payment  that is less than
$50.

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,  we will only accept that
portion of the premium  which would make total  premiums  equal the maximum.  We
will return any excess  amount and will not accept  further  premiums  until the
maximum premium limitation increases.

We reserve  the right to refuse any  premium  or part of a premium  which  would
increase the Death Benefit of the Policy by more than the amount of the premium.

Allocation of Net Premiums

You  determine  what  percentages  of the Net  Premiums  are  allocated  to each
Subaccount  and the Fixed  Account.  Any allocation to a Subaccount or the Fixed
Account  must be at least 5% of amount  applied and only whole  percentages  are
permitted.

Initial Required Premiums are allocated as follows:

If the Initial  Required  Premium is received before we issue the Policy,  it is
held in the company's general account until the Policy Issue Date. On the Policy
Issue Date,  the Net  Premium are  allocated  to the  Subaccounts  and the fixed
account.  Allocations  are made by the Owner and recorded on the application for
the Policy.  These allocations apply to future Net Premiums until the allocation
is changed by the Owner.

Lapse

If your Surrender Value on any Monthly Processing Day is insufficient to pay the
Monthly  Deduction,  then we will mail you a written notice informing you that a
Grace Period has begun under the Policy.  If sufficient  Net Premium is not paid
during the Grace Period,  the Policy will Lapse without  value.  The Net Premium
required  to  terminate  the Grace  Period is that  which is  sufficient  to pay
overdue Monthly  Deductions plus the anticipated  amount of the next two Monthly
Deductions.  If the  Insured  dies  during  the  Grace  Period,  unpaid  Monthly
Deduction are deducted from the Death Benefit Proceeds.

Reinstatement

You may ask to have a Lapsed Policy reinstated. We will reinstate a Policy based
upon the original  terms of the Policy if all of the  following  conditions  are
met:

         o You make a Written  Request to reinstate the Policy within five years
           after the Lapse.

         o You  provide  satisfactory  evidence  of  insurability  (the  Cost of
           Insurance rates following  reinstatement  will be based upon the risk
           classification of the reinstated Policy).

         o You pay Net Premiums in an amount  sufficient to cover unpaid Monthly
           Deduction  due  prior  to the  end  of  the  Grace  Period  plus  the
           anticipated amount of two Monthly Deductions.

         o You pay the amount of or  reinstate  any loan  outstanding  as of the
           date of Lapse.


The  reinstatement  will become  effective  immediately upon our approval of the
reinstatement.

Premiums to Prevent Lapse

If your Policy meets the premium requirements of one of the guarantees described
below,  your Policy will  continue  in force for the  duration of the  guarantee
provided you meet the requirements of that guarantee.  The guarantees  described
may vary by state.

     a.   Basic Guarantee: The Basic Guarantee is in effect if the total of your
          premiums on each Monthly  Processing  Day following  your Policy Issue
          Date,  less the total of any  Partial  Withdrawals  and loans taken to
          date,  is at least  equal to the Basic  Guarantee  Premium.  The Basic
          Guarantee  Premium is equal to the sum of all monthly Basic  Guarantee
          Premiums as of that Monthly  Processing Day. This Basic Guarantee will
          remain  in effect as long as you meet the  premium  requirements,  and
          will continue  until the later of: 1.) the Insured's  Attained Age 65;
          or 2.) 10 years  after the  Policy  Issue  Date.  The Basic  Guarantee
          Premium as of the  Policy  issue date is shown on the data page of the
          Policy. If you make a change to your Policy benefits or change how you
          fund your Policy,  this amount will change and will affect the premium
          required for the Basic Guarantee.

     b.   Extended  Guarantee:  The Extended Guarantee is in effect if the total
          of your premiums on each Monthly  Processing Day following your Policy
          Issue Date, less the total of any Partial  Withdrawals and loans taken
          to  date,  is  at  least  equal  to  the  Extended  Guarantee  Premium
          requirement.  The Extended  Guarantee Premium  requirement is equal to
          the total amount of all Extended Guarantee Premiums  accumulated as of
          that Monthly  Processing  Day. This Extended  Guarantee will remain in
          effect as long as you meet the premium requirements, and will continue
          until the Insured's Attained Age 95. The Extended Guarantee Premium as
          of the Policy  Issue Date is shown on the data page of the Policy.  If
          you make a change to your Policy  benefits or change how you fund your
          Policy,  this amount will change and will affect the premium  required
          for the Extended Guarantee.

You will be notified if the total of your net premiums are no longer  sufficient
to keep the Basic  Guarantee or Extended  Guarantee  in effect.  If the Basic or
Extended  Guarantee was  previously  in effect,  you will have 61 days to pay us
sufficient premium in order to keep the guarantee in effect.

During the guarantee period,  Monthly Deduction will continue to be deducted and
may result in a Surrender  Value of less than zero at the end of the period.  If
your  Surrender  Value is equal to or less than zero at the end of the guarantee
period, we will mail a notice of impending  termination to you at your last post
office address known to us and your Grace Period will begin.

Death Benefit Proceeds

Payment of Death Benefit Proceeds.  When we receive satisfactory,  written proof
of  the  Insured's  death,  we  will  pay  the  Death  Benefit  Proceeds  to the
Beneficiary.  If no  Beneficiary  survives  the  Insured,  we will pay the Death
Benefits Proceeds to you, if living, or to your estate.

We will pay Death  Benefit  Proceeds  payable to your estate in one sum. We will
pay Death Benefit Proceeds  payable to you or to other  beneficiaries in one sum
unless  another  settlement  option is  selected.  If the  Beneficiary  is not a
natural person,  Death Benefit Proceeds due may only be applied under settlement
options we consent to.

We will pay  interest  on single  sum Death  Benefit  Proceeds  from the date we
receive proof of death (or from the date of the insured's  death, if required by
law), until the date of payment. Interest will be paid at an annual rate that we
determine.

During the Insured's lifetime, you may direct that the Death Benefit Proceeds be
paid under one of the settlement options. We must receive the written consent of
all  Irrevocable  Beneficiaries  and assignees  before the selection.  After the
Insured's  death,  if you did not select a settlement  option,  any  Beneficiary
entitled to receive the proceeds in one sum may select a settlement option.

Death Benefit Options 1 and 2. You may select one of two death benefit  options.
Your  selection will affect the Death Benefit,  the Monthly  Deduction,  and the
Policy Value. Under either option, Death Benefit Proceeds are equal to:

         o The Death Benefit on the date of death;  plus
         o Any premiums received after date of death;  minus
         o Any Partial  Withdrawals  taken after the date of death;  minus
         o Any  insurance  charges due if the insured dies during a Grace
           Period; minus
         o Any Loan Amount.

The Death Benefit, however, differs under the two options.

Under Option 1, the Death Benefit is the greater of:

         o The Specified Amount.
         o The Policy Value on the  insured's  date of death  multiplied  by the
           Death Benefit Percentage Factor.

Under Option 2, the Death Benefit is the greater of:

         o The Specified Amount plus the Policy Value on the date of death.
         o The Policy Value on the  insured's  date of death  multiplied  by the
           Death Benefit Percentage Factor.

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

Change of Death Benefit Option

You may change the death benefit option.  The change will become effective as of
the first Monthly  Processing Day after a Written Request  satisfactory to us is
received  at the Home  Office.  We  reserve  the right to  require  evidence  of
insurability.

If option 1 is  changed  to option 2, the  Specified  Amount is  reduced  by the
amount of the Policy Value on the effective date of the change. This change does
not alter the amount of the  Policy's  death  benefit at the time of the change,
but does  affect  how the death  benefit is  determined  from that point on. The
death  benefit will vary with Policy Value from that point on,  unless the death
benefit derived from application of the Death Benefit Percentage Factor applies.
No change from death benefit  option 1 to death  benefit  option 2 is allowed if
the resulting  Specified Amount would be less than $40,000 ($20,000 if Issue Age
is 65 and over).

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

Your insurance goals should determine the appropriate  death benefit option.  If
you prefer to have favorable investment results additional premiums reflected in
the form of an increased  death benefit,  you should choose death benefit option
2. If you are satisfied  with the amount of insurance  coverage and wish to have
favorable  investment  results and additional  premiums reflected to the maximum
extent in increasing Cash Values, you 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  Processing Day is
equal to the Net Amount At Risk,  multiplied by the Cost of Insurance  rate. The
Cost of  Insurance  rate is the same  under  both  options,  but the  difference
between Death Benefit and Policy Value varies  inversely with Policy Value under
option 1, but is constant under option 2, unless the Death Benefit  derived from
application of the Death Benefit Percentage Factor applies.

Change of Specified Amount

You may change the Specified  Amount at any time after the first Policy year. If
more than one increase is requested per Policy year, we may charge $100 for each
increase after the first  request.  Changes must be requested in writing and are
subject to the following conditions.

Decreases.  After the decrease,  the  Specified  Amount must be at least $40,000
($20,000  for Issue Ages 65 and  over).  The  decrease  is  effective  as of the
Monthly  Processing  Day  coincident  with or next  following day the request is
received at the Home Office.  For purposes of determining the Cost of Insurance,
any decrease is applied to the initial  Specified Amount and to increases in the
Specified  Amount in reverse  order in which they become  effective.  A decrease
does not result in reduced Surrender Charges.

Increases.  A  supplemental  application  containing  evidence  of  insurability
satisfactory  to us.  The  effective  date of the  increase  will be shown on an
endorsement to the Policy.

Because the Surrender Charge is a function of Specified  Amount,  an increase in
Specified  Amount  results in an increase in the  applicable  Surrender  Charge.
However, no additional  Surrender Charges will accrue for increases in Specified
Amount due to a change from death benefit option 2 to death benefit option 1.

Likewise,  because the Administrative  Charge is a function of Specified Amount,
an  increase  in  Specified  Amount  results  in  an  increase  in  the  ongoing
Administrative  Charge. As with the Surrender Charge, an increase resulting from
an change in Death Benefit  Option 2 to Option 1, does not result in an increase
in the Administrative Charge.

We reserve the right to require the payment of additional  premiums in an amount
equal to the Initial  Required  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.

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

Policy Values
- --------------------------------------------------------------------------------

Policy Value.  The Policy Value is the sum of the Variable Account Value (itself
the sum of the Subaccount Values),  the Fixed Account Value and the Loan Account
Value.  Policy Value is determined as of the end of each Valuation  Period. As a
result, Policy Value increases whenever:

        o  Investment gains occur in any Subaccount.
        o  Interest  is  credited  to the Policy for  amounts  held in the Fixed
           Account.
        o  Interest is credited to the Policy for any Loan Amounts held
           in the Loan Account.
        o  Additional premiums are paid.
        o  Policy dividends are paid into the Subaccounts or Fixed Account.

Policy Value decreases whenever:

         o  Investment losses occur in any Subaccount.
         o  Monthly Deduction or service fees are paid.
         o  A Partial Withdrawal occurs.

Policy Value remains constant when:

         o A Policy loan is either disbursed or repaid.

         o Amounts are  transferred  between any Subaccount or Fixed Account and
           the  Loan  Account,   or  when  amounts  are  transferred  among  the
           Subaccounts and the Fixed Account (exclusive of any transfer charge).

The  Subaccount  Value  attributable  to a Subaccount  is equal to the number of
Accumulation  Units that the Policy has in each  Subaccount,  multiplied  by the
Accumulation Unit Value of that Subaccount.  The Accumulation Unit Value of each
Subaccount was set at $10 for the first Valuation Period.  The Accumulation Unit
Value may  increase  or  decrease  from one  Valuation  Period to the next.  The
Accumulation Unit Value will vary between Subaccounts.

Transfer of Values

You may make the following  transfers of Policy Value 1) between  Subaccounts at
anytime 2) from a Subaccount to the Fixed Account at any time except for the six
month  period  after a transfer  out of the Fixed  Account and 3) from the Fixed
Account  into the  Subaccounts  only during the 30 day period  beginning  on and
immediately following the Policy Anniversary.  Only one transfer of up to 25% of
the Fixed Account Value is allowed each Policy year. However, we currently waive
these restrictions on transfers from the Fixed Account.

A  transfer  may  be  requested  in  writing  or  by  an  authorized   telephone
transaction.  A written transfer request must be made on a form  satisfactory to
us and contain your original signature.  The Written Request will take effect as
of the day it is received at the Home  Office.  You also may make  transfers  by
telephone if we have a signed telephone transfer authorization form from you. We
cannot, however,  guarantee that telephone transfer privileges will be available
at all times. We will exercise reasonable care to prevent unauthorized telephone
transactions. For example, we will:

         o  Record calls requesting transfers.
         o  Ask the caller  questions  in an attempt to  determine if you are
            the caller.
         o  Transfer  funds only to other  Subaccounts  and to the Fixed
            Account.
         o  Send a written confirmation of each transfer.

If we use reasonable  procedures and believe the instructions to be genuine, you
are at risk of loss if someone gives  unauthorized or fraudulent  information to
us.

The first twelve  transfers in a Policy year are free. We may charge $10 for the
thirteenth  and each  additional  transfer in a Policy  year.  We are  currently
waiving this fee.

A request to transfer  Subaccount Values to other  Subaccounts  and/or the Fixed
Account or from the Fixed Account to one or more  Subaccounts  which is received
before 3:00 p.m.  Central Standard Time will take effect as of the day the it is
received.  Transfer  requests  received  after that time are processed as of the
following  Valuation Day. All transfers  requested on the same Valuation Day are
considered one transfer for purposes of the transfer fee.

We also permit transfer requests by facsimile  transmission of a Written Request
provided that we have an original signed fax authorization  from you. We reserve
the right to  discontinue  allowing  telephone and fax transfers at any time and
for any reason. In the event we discontinue this privilege, we 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 us.

We further  reserve the right to restrict  the ability to transfer  Policy Value
among  Subaccounts  and/or  the  Fixed  Account  if we  believe  such  action is
necessary to maintain the tax status of the Policies.

Dollar Cost Averaging

If  elected  at the time of the  application  or at any  other  time by  Written
Request,  you  may  systematically  or  automatically  transfer  (on a  monthly,
quarterly,  semi-annual or annual basis) specified dollar amounts from the Money
Market  Subaccount to other  Subaccounts.  The fixed dollar amount will purchase
more  Accumulation  Units of a  Subaccount  when their  value is lower and fewer
units when their  value is higher.  Over time,  the cost per  Accumulation  Unit
averages out to be less than if all purchases had been made at the highest value
and  greater  than if all  purchases  had been  made at the  lowest  value.  The
dollar-cost  averaging method of investment reduces the risk of making purchases
only when the price of  Accumulation  Units is high. It does not assure a profit
or protect against a loss in declining markets.

The minimum transfer amount for dollar-cost  averaging is the equivalent of $100
per month. If less than $100 remains in the Money Market, the entire amount will
be  transferred.  The amount  transferred to a Subaccount must be at least 5% of
the amount transferred and must be stated in whole percentages.

Once elected, dollar-cost averaging remains in effect until the earliest of: (1)
the Policy Value in the Money  Market  Subaccount  is depleted to zero;  (2) you
cancel  the  election  (by  Written  request  or by  telephone  if we have  your
telephone  authorization  form on file); or (3) for three successive months, the
Policy Value in the Money Market  Subaccount has been  insufficient to implement
the dollar-cost averaging  instructions you have given to us. We will notify you
when dollar-cost averaging is no longer in effect. There is no additional charge
for using dollar-cost  averaging.  We reserve the right to discontinue  offering
dollar-cost averaging at any time and for any reason.

Automatic Personal Portfolio Rebalancing Service

If elected at the time of the  application  or requested at any time in writing,
you  may  instruct  us  to  automatically  transfer  (on a  monthly,  quarterly,
semi-annual   or  annual  basis)  Policy  Value  between  and  among   specified
Subaccounts  in order to achieve a particular  percentage  allocation  of Policy
Value  among  the  Subaccounts.  The  percentage  allocations  must be in  whole
percentages  and must be at  least 5% per  allocation.  You may  start  and stop
automatic  Policy Value  rebalancing  at any time and may specify any percentage
allocation of Policy Value between or among as many Subaccounts as are available
at the time the  rebalancing is elected.  (If you elect  automatic  Policy Value
rebalancing without specifying percentage allocation(s), we will allocate Policy
Value in accordance with your currently  effective  premium  payment  allocation
schedule.) There is no additional charge for using Policy Value rebalancing.

Other Types of Automatic Transfers

If  elected  at the time of the  application  or at any  other  time by  Written
Request,  you  may  systematically  or  automatically  transfer  (on a  monthly,
quarterly,  semi-annual  or annual  basis)  Policy Value from one  Subaccount to
another.  Such  automatic  transfer  amounts may be requested  on the  following
basis:  (1)  as a  specified  dollar  amount;  (2)  as  a  specified  number  of
accumulation  units;  (3) as a specified  percent of variable  Policy Value in a
particular  Subaccount,  or (4) in an amount  equal to the excess of a Specified
Amount of variable Policy Value in a particular Subaccount.

The minimum  automatic  transfer  amount is the equivalent of $100 per month. If
less than $100 remains in the  Subaccount  from which  transfers are being made,
the entire amount will be  transferred.  The amount  transferred to a Subaccount
must be at least  5% of the  amount  transferred  and  must be  stated  in whole
percentages.  Once  elected,  automatic  transfers  remain in  effect  until the
earliest of: (1) the Policy Value in the Subaccount from which the transfers are
being made is  depleted  to zero;  (2) you cancel the  election in writing or by
telephone or fax if we have a telephone / fax  authorization on file; or (3) for
three successive months, the Policy Value in the Subaccount from which transfers
are  being  made has been  insufficient  to  implement  the  automatic  transfer
instructions  you have  given us. We will  notify  you when  automatic  transfer
instructions  are no longer in effect.  There is no additional  charge for using
automatic  transfers.  We reserve the right to  discontinue  offering  automatic
transfers at any time and for any reason.

Surrender and Partial Withdrawals

Policy Surrender. You may Surrender the Policy for its Surrender Value. You must
obtain the written consent of all assignees or Irrevocable  Beneficiaries before
a surrender. We may require the return of the Policy.

Surrender of the Policy is effective as of the date we receive a Written Request
for surrender. The Policy and all insurance terminate upon surrender.

Partial Withdrawal.  You may make up to two Partial Withdrawals each Policy year
by  Written   Request.   Written   consent  of  all  assignees  or   irrevocable
beneficiaries must be obtained prior to any Partial Withdrawal.  An amount up to
the Policy Surrender Value, less two months of insurance  charges,  may be taken
as a Partial Withdrawal. Partial Withdrawals will be effective as of the date we
receive  your  Written  Request.  A  Partial  Withdrawal  request  for the  full
Surrender Value will be considered a full surrender of the Policy.

You may specify the accounts  from which the Partial  Withdrawal,  including the
service fee, will be deducted.  If any account value is insufficient,  or if you
do not specify  the  accounts,  the amount  will be  deducted  pro rata from the
remaining accounts.

If death benefit Option 1 is in effect at the time of a Partial Withdrawal,  the
Specified  Amount  will be  reduced  by the  amount of the  Partial  Withdrawal,
including the amount of the service fee. If death benefit  Option 2 is in effect
at the time of a  Partial  Withdrawal,  Specified  Amount  will not  change.  We
reserve  the right to  decline a Partial  Withdrawal  request  if the  remaining
Specified Amount would be below the minimum  Specified Amount necessary to issue
a new Policy. If the Death Benefit derived from application of the Death Benefit
Percentage  Factor  applies,  the effect of a Partial  Withdrawal on the monthly
Cost of Insurance and Death Benefit is somewhat different.  The Death Benefit 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  is  generally  made  within  seven  days of the  surrender  or  Partial
Withdrawal date.

Maturity

The Policy  matures on the  Policy  Anniversary  following  the  Insured's  95th
birthday.  Coverage  under the Policy ceases on that date,  and you will receive
maturity  proceeds  equal to the  Surrender  Value as of that  date,  unless the
maturity date has been extended, as allowed by state law.

Payment of Benefits/Settlement Options

Settlement  options  other  than  lump  sum  payments  are,  in our  discretion,
available for Death Benefit Proceeds, surrender proceeds, and maturity proceeds,
payable to natural  persons,  subject to certain  restrictions  on Death Benefit
Proceeds.  Proceeds  payable to a non-natural  person are  available  only under
settlement  options we agree to. The four  available  settlement  options are as
follows:

         1)  Interest  Option.  The  proceeds  may be left  with  us to  collect
         interest  during the lifetime of the payee.  We determine  the interest
         rate each year.  It is  guaranteed  to be not less than the  settlement
         option rate of interest shown on the data page of the Policy. The payee
         may choose to receive  interest  payments  either once a year or once a
         month  (may not be  available  in all  states)  unless  the  amount  of
         interest  to be paid  monthly is less than $25 per month,  or the total
         amount  deposited  is less  than  $2,500,  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.

         2)  Installment  Option.  The  proceeds  may be left with us to provide
         equal monthly  installments  for a specified  period not less than 5 or
         more than 30 years.  If the original  payee dies before  payments  have
         been  made  for the  chosen  number  of  years;  a.)  payments  will be
         continued for the remainder of the period to the  successor  payee;  or
         b.) the  present  value  of the  remaining  payments,  computed  at the
         interest  rate used to create the  Option 2 rates,  will be paid to the
         successor payee or to the last surviving payee's estate, if there is no
         successor  payee.  The interest we guarantee to pay is set forth in the
         Policy.  Additional interest,  if any, will be payable as determined by
         us. (May not be available in all states.)

         3) Life Income - Guaranteed  Period  Certain.  The proceeds may be left
         with us to provide  monthly  installments  for as long as the  original
         payee  lives.  A  guaranteed  period of 10 or 20 years 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 or the  successor  payee may  receive the
         present value of the remaining  payments  computed at the interest rate
         for this option.

         4) Joint and Survivor Life. The proceeds may be left with us 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 minimum  amount that can be applied under  settlement  options 2, 3 and 4 is
$2,500 or that amount which will provide an initial  monthly  installment  of at
least $25.

We may,  at our  option,  provide  for  additional  settlement  options or cease
offering any of the settlement options described above.

Policy Loans

General.  At any time  prior to the  Maturity  Date  while the  Insured is still
living and the Policy is In Force, you may, by Written Notice, borrow money from
us using the Policy as the  security for the loan.  [In taking a loan,  you must
borrow at least $500.] The maximum amount that you may borrow is 90% of the Cash
Value of the Policy as of the date of the loan.

Interest.  We charge  interest on amounts  that you borrow.  The  interest  rate
charged is 6% and is an effective annual rate compounded  annually on the Policy
Anniversary. Interest is charged in arrears from the date of the loan and is due
from you on each Policy Anniversary for the prior Policy Year. If you do not pay
the interest  when due,  the amount of the interest is added to the  outstanding
Loan Amount. Thus, unpaid interest is charged interest during the ensuing Policy
Year. For Policies in the 11th Policy Year or later,  we charge a preferred 4.5%
effective  annual interest rate on amounts  borrowed.  We may charge interest at
lower rates from time to time.

We credit Loan Account Value with interest at an effective annual rate of 4%. On
each  Policy  Anniversary,  interest  earned  on Loan  Account  Value  since the
preceding  Anniversary is transferred to the  Subaccounts and the Fixed Account.
Unless you specify otherwise, such transfers are allocated in the same manner as
transfers of collateral to the Loan Account.

Loan  Collateral.  When we make a loan to you,  we  transfer an amount of Policy
Value sufficient to secure the loan out of the Subaccounts and the Fixed Account
and into the Loan Account.  You may specify how this transferred Policy Value is
allocated from among the Subaccount  Values and the Fixed Account Value.  If you
do not specify the  allocation,  we make the allocation  based on the proportion
that each Subaccount  Value and the Fixed Account Value bear to the Policy Value
as of the date that the transfer is made. If unpaid  interest is due from you on
a Policy Anniversary it is added to the Loan Amount.  Policy Value in the amount
of the interest also is transferred to the Loan Account as of that  Anniversary.
The Policy Value  transferred in connection with unpaid interest is allocated on
the same basis as other Policy Value transferred to the Loan Account.

Loan Account Value is recalculated  when interest is added to the Loan Amount, a
loan repayment is made, or a new loan is made under Policy.

Non-Payment Of Policy Loans. If Loan Account Value exceeds Cash Value,  then you
must make either a loan repayment or a Net Premium  payment  sufficient to raise
the Cash Value or lower the Loan  Account  Value so that Cash Value  exceeds the
Loan  Account  Value.  We will  send  you and any  assignee  of  record a notice
indicating  the amount that must be paid. If payment is not received at the Home
Office [within 30 days of the notice being mailed], the Grace Period will begin.
(See "Lapse.") If the Grace Period expires  without the payment being made, then
the Policy Lapses.

Loan  Repayment.  You may  repay a loan or repay  any part of a loan at any time
while the  Insured  is still  living  and the  Policy  is in force  prior to the
Maturity Date.  Upon  repayment of any part of a loan,  Loan Account Value in an
amount  equal to the payment is  transferred  to the  Subaccounts  and the Fixed
Account as of the date that the payment is  received by us.  [Unless you specify
otherwise,  the amount transferred is allocated among or between the Subaccounts
and the Fixed Account in accordance  with your allocation  instructions  for Net
Premium Payments in effect at that time.]

Effect of a Policy Loan. A loan,  whether or not repaid,  has a permanent effect
on the Death Benefit and Policy  values  because the  investment  results of the
Subaccounts  and current  interest  rates credited on Fixed Account Value do not
apply to Policy  Value in the Loan  Account.  The larger the loan and longer the
loan is  outstanding,  the greater will be the effect of Policy Value being held
as collateral in the Loan Account.  Depending on the  investment  results of the
Subaccounts  or credited  interest rates for the Fixed Account while the loan is
outstanding, the effect could be favorable or unfavorable. Policy loans also may
increase the  potential for lapse if investment  results of the  Subaccounts  to
which Surrender Value is allocated is unfavorable. If a Policy Lapses with loans
outstanding, certain amounts may be subject to income tax and a 10% penalty tax.
See "Tax Considerations," for a discussion of the tax treatment of Policy loans.
In  addition,  if a Policy  is a  "modified  endowment  contract,"  loans may be
currently taxable and subject to a 10% penalty tax.

Charges and Deductions
- --------------------------------------------------------------------------------

Fund Charges. Charges made by the Funds are discussed in the Funds' prospectuses
and in their  statements of additional  information  available  from the address
shown on the first page of this prospectus.

Premium  Expense  Charge.  We make a deduction from premiums for Premium Expense
Charges charged by your state of residence. We determine your state of residence
by the  mailing  address as shown on our  records.  The  initial  percentage  of
reduction for state charges is shown on the data page of the Policy.

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

         o  The Cost of Insurance for that month; plus

         o  The Policy Fee; plus

         o  The Administrative Fee; plus

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

The Monthly Deduction is collected by redeeming the number of Accumulation Units
(or fraction of Accumulation  Units) in Subaccounts  (and/or  withdrawing values
from the Fixed Account) in an amount equal to the Monthly Deduction.

Cost of Insurance.  The Cost of Insurance rate for the Policy will be determined
by the Insured's  Attained  Age, sex,  tobacco  status,  and rating class.  (For
factors  used in  Non-gender  Policies,  see  the  Section  entitled  Non-gender
Policies.) Cost of Insurance rate charges will depend on our  expectations as to
future  mortality  experience.  Tobacco User rates are determined  based on Age,
gender,  and  duration.  Higher rates are charged if we determine  that for some
reason the Insured is a higher  mortality risk. The Tobacco User and Non-Tobacco
User rates are further  classified  as either  preferred  or  standard  based on
underwriting guidelines and principles.  The monthly Cost of Insurance rate will
not exceed  the rates  shown in Table I -  Guaranteed  Maximum  Insurance  Rates
contained in the Policy. However, we may charge less than these rates. While not
guaranteeing  to do so, we intend 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.

The Cost of Insurance is determined by multiplying the Cost of Insurance rate by
the Net  Amount  At Risk for a Policy.  Under  death  benefit  option 2, the Net
Amount At Risk is always the Specified Amount. Under death benefit option 1, the
Net Amount At Risk is the Specified  Amount less the Policy Value.  For a Policy
where there has been an increase in Specified Amount, the Cost of Insurance rate
applicable to the initial  Specified  Amount is usually  different from that for
the  increase.  Likewise,  there is a Net  Amount  At Risk  associated  with the
initial  Specified  Amount  and the  increase.  The Net  Amount  At Risk for the
initial  Specified  Amount is multiplied  by the Cost of Insurance  rate for the
initial  Specified  Amount to  determine  the Cost of  Insurance  charge for the
initial  Specified  Amount  and  the Net  Amount  At Risk  for the  increase  is
multiplied by the Cost of Insurance  rate for the increase to determine the Cost
of  Insurance  for the  increase.  To compute  the net  amounts at risk after an
increase for a Policy with an option 1 death benefit, Policy Value is first used
to offset the initial  Specified  Amount,  and any Policy Value in excess of the
initial  Specified  Amount is then  used to offset  the  increase  in  Specified
Amount.

Policy Fee. The Policy Fee is $6 per month.  It is a fee we charge to compensate
for some of the  administrative  expenses  associated  with the Policy.  The fee
cannot be increased.

Administrative  Charge. We assess an administrative  charge of $.45 per thousand
dollars of Specified Amount per year on a monthly basis to reimburse us for some
of the administrative  expenses associated with the Policy. The charge increases
if the Specified Amount  increases in proportion to the amount of increase.  The
charge  does not  decrease  in the event of a Specified  Amount  decrease.  This
charge is only charged  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  Administrative  Charge,  together  with the  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.  We daily deduct a mortality and expense risk
charge of  .00002466%  of the Policy's  Net Asset Value in the Separate  Account
(and the Policy Value in the Fixed  Account),  which is equal on an annual basis
to 0.9%.  The mortality risk assumed is that the Insured may not live as long as
expected.  The expense  risk  assumed by us is that the actual  expense  will be
greater  than  what  we  expected.  We  have  primary   responsibility  for  all
administration for the Policy, the Separate Account and the Fixed 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,  we may use proceeds to finance  distribution  of the Policies or
for any other lawful purpose.

Surrender Charges. To reimburse us for sales expenses and Policy issue expenses,
including but not limited to representatives'  commissions,  advertising,  sales
materials,  training  allowances,  and  preparation of  prospectuses,  we deduct
Surrender Charges from the proceeds in the event of a complete  surrender of the
Policy  during the first nine  years.  If the Policy is not  surrendered  in the
first nine years there is no charge. A chart showing the percentage of Surrender
Charges remaining at the beginning of Policy years 2 through 9 is shown below.

The Surrender Charges vary by the Age of Insured,  gender, and rating class. For
a 35-year-old  male  Non-Tobacco  User, the charges would be $7.71 per $1,000 of
the Specified Amount. For a 50-year-old male Non-Tobacco User, the charges would
be $15.91 per $1,000 of Specified  Amount.  For a chart  showing how the charges
vary, see Appendix B.

The Surrender  Charges decrease annually after the first year. The percentage of
the Surrender Charges remaining in each Policy year is:

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

Transfer  Fee.  Currently,  we allow an  unlimited  number of  transfers in each
Policy year without charge.  After twelve transfers in any given Policy year, we
may deduct $10 per transfer from the amount transferred.

Federal  and State  Income  Taxes.  Other than  Premium  Expense no charges  are
currently made against the Separate  Account and/or Fixed Account for federal or
state  income  taxes.  In the event we  determine  that any such  taxes  will be
imposed,  we may make deductions from the Separate  Account and/or Fixed 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.

Increase  of  Specified  Amount  Charge.  We may  assess a $100  charge for each
increase in Specified Amount after the first in a Policy year.

We currently intend to waive certain fees as stated above. We, however,  reserve
the right to reinstate the fees and charges in the future.

Other Policy Benefits and Provisions
- --------------------------------------------------------------------------------

Owner, Beneficiary

You are the person who purchases the Policy and is named in the application. You
may be other than the Insured.

You may name one or more Beneficiaries 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
Benefit  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  you  direct  otherwise.  If no
Beneficiary  survives the Insured,  the Death  Benefit  Proceeds will be paid to
you, if living, or to your estate.

You may change the Beneficiary while the Insured is living.  The written consent
of all Assignees and Irrevocable Beneficiaries must be obtained before a change.
To make a change, you must provide us with a Written Request satisfactory to us.
The  request  will not be  effective  until we record it.  After the  request is
recorded, it will take effect as of the date you signed the request. We will not
be  responsible  for any  payment or other  action  taken  before the request is
recorded.  We  may  require  the  Policy  be  returned  for  endorsement  of the
Beneficiary change.

Our Right to Contest the Policy

We have the right to  contest  the  validity  of the Policy or to resist a claim
under it on the basis of any material  misrepresentation of a fact stated in the
application or any supplemental  application.  We also have the right to contest
the validity of any  increase of Specified  Amount or other change to the Policy
on  the  basis  of  any  material  misrepresentation  of a  fact  stated  in the
application  (or  supplemental  application)  for such  increase  in coverage or
change.  In issuing this Policy,  we rely on all  statements  made by or for the
Insured in the application or in a supplemental  application.  In the absence of
fraud, we consider  statements made in the  application(s) to be representations
and not warranties.

In the  absence  of fraud,  we cannot  bring any  legal  action to  contest  the
validity  of the Policy  after it has been in force  during the  lifetime of the
Insured for two years from the Policy  Issue  Date,  or if  reinstated,  for two
years from the date of reinstatement.  Likewise,  we cannot contest any increase
in coverage effective after the Policy Issue Date, or any reinstatement thereof,
after such  increase or  reinstatement  has been in force during the lifetime of
the Insured for two years from its effective date.

Right to Convert

You may convert this Policy to a fixed  Policy  during the first 24 months after
the Policy Issue Date.  It may be  converted to a fixed Policy by  transferring,
without  charge,  the value in the Subaccounts to the Fixed Account unless state
law requires  otherwise.  If you do so, future payments will be allocated to the
Fixed  Account,  unless  you  specify  otherwise.  The  conversion  will  become
effective when we receive your Written Request.

Transfer of Ownership

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

We are not  responsible for the validity or effect of any transfer of ownership.
We will not be responsible  for any payment or other action we have taken before
receiving Written Request for transfer.

Collateral Assignments

You may assign the Policy as  collateral  security.  The written  consent of all
Irrevocable Beneficiaries must be obtained before an assignment.  The assignment
must be in writing and filed at the Home Office.  The assignment  will then take
effect as of the date the Written Request was signed.

We are not responsible for the validity or effect of any collateral  assignment.
We will not be responsible  for any payment or other action we have taken before
receiving 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 whom you give some, but not all ownership  rights under the Policy.  A
collateral assignment is not a transfer of ownership.

Effect of Misstatement of Age or Gender

For a Policy based on male or female cost of insurance  rates (see data page for
basis), if the insured's age or gender has been misstated, an adjustment will be
made to reflect the correct age and gender as follows (unless a different result
is required by state law):

         a.  If the  misstatement  is  discovered  at death,  the death  benefit
             amount will be adjusted based on what the cost of insurance rate as
             of the most recent  monthly  processing day would have purchased at
             the insured's correct age and gender.

         b.  If the  misstatement  is  discovered  prior to  death,  the cost of
             insurance rate will be adjusted based on the insured's  correct age
             and gender beginning on the next monthly processing day.

For a Policy based on blended cost of insurance rates (see data page for basis),
a  misstatement  of gender  will not result in an  adjustment.  However,  if the
insured's  age has been  misstated,  an  adjustment  will be made to reflect the
correct age as follows (unless a different result is required by state law):

         a.  If the  misstatement  is  discovered  at death,  the death  benefit
             amount will be adjusted based on what the cost of insurance rate as
             of the most recent  monthly  processing day would have purchased at
             the insured's correct age.

         b.  If the  misstatement  is  discovered  prior to  death,  the cost of
             insurance rate will be adjusted based on the insured's  correct age
             beginning on the next monthly processing day.

Suicide Exclusion

If the Insured commits  suicide,  while sane or insane,  within two years of the
Policy  Issue Date,  our  liability  is limited to an amount equal to the Policy
Value less any Loan Amount.  We will pay this amount to the  Beneficiary  in one
sum.

If the Insured commits suicide,  while sane or insane, within two years from the
effective date of any increase in Specified  Amount,  our liability with respect
to that  increase  is  limited  to an  amount  equal  to the  cost of  insurance
attributable to the increase from the effective date of the increase to the date
of death.

Dividends

While  the  Policy is In  Force,  it will  share in our  divisible  surplus.  We
determine  the Policy's  share  annually.  It is payable  annually on the Policy
Anniversary.  You may select to have dividends paid into the Subaccounts and the
Fixed 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 Fixed Account as
Net Premiums.  We currently do not expect to pay  dividends  during the first 10
Policy Years.  For each of Policy years 11-20, we project annual dividends equal
to 0.70% of the Policy Value at the end of the Policy year. For each Policy year
21 and after we project annual  dividends  equal to 1.10% of the Policy Value at
the end of the  Policy  year.  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,  we may suspend or postpone the
right to transfer among Subaccounts,  make a surrender or Partial Withdrawal, or
take a Policy loan when:

         1. The New York  Stock  Exchange  is closed  other  than for  customary
            weekend and holiday closings.

         2. During  periods  when  trading on the  Exchange  is  restricted  as
            determined by the SEC.

         3. 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.

         4. 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 Fixed Account,  the payment of full or
Partial  Withdrawal  proceeds or loan proceeds may be deferred for up to six (6)
months from the date of the surrender or loan request, unless state law requires
exception to the period of deferment. Death Benefit Proceeds may be deferred for
up to 60 days from the date we receive proof of death.

Accelerated Benefit Option

We will advance up to 50% of a Policy's  eligible  death  benefit,  subject to a
$250,000 maximum per Insured, if we receive  satisfactory proof that the Insured
is  terminally  ill and if you elect to  receive an  accelerated  payment of the
death benefit.  Terminal illness is a non-correctable medical condition in which
the Insured's  life  expectancy is no more than twelve  months.  Policy Value is
excluded from the  calculation of the eligible  death  benefit.  If you elect to
receive an accelerated  benefit, we 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 you receive 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.

Reports To Owners. We will confirm any of the following within seven days:

         o The  receipt of any Net  Premium  (except  premiums  received  before
           Policy Issue Date or by preauthorized check).

         o The receipt of any instructions to change allocation of Net Premiums.

         o Any transfer between  Subaccounts;  any loan, interest repayment,  or
           loan  repayment;  any  Partial  Withdrawal;  any  return  of  premium
           necessary to comply with applicable maximum premium limitations.

         o Any   restoration  to  Policy  Value   following   exercise  of  the
           right-to-examine privilege for an increase in Specified Amount.

         o Exercise of the right-to-examine privilege.

         o An exchange of the Policy or increase in Specified Amount.

         o Full surrender of the Policy.

         o Payment of Death Benefit Proceeds.

We will also  mail to you,  at your  last  known  address  of  record,  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  and any credit to the  Separate  Account of  interest  on
amounts held in the Loan Account.

Voting Rights.  We will vote Fund shares held in the Separate Account at regular
and special  shareholder  meetings of the  underlying  funds in accordance  with
instructions  received from persons having voting interests in the corresponding
Subaccounts.  We  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 we vote 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 we otherwise  determine that it is allowed to vote the shares in its
own right, it may elect to do so.

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

We may, when required by state insurance regulatory authorities,  vote shares of
a fund 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 fund, or investment objectives of a fund, or to approve
or disapprove an investment  advisory contract for a fund. In addition,  we may,
under  certain  circumstances,  vote shares of a fund  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,  we may vote against a change if we in good faith  determine
that the  proposed  change is contrary  to state or federal law or we  determine
that the change would not be consistent with the investment objectives of a fund
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 our other Separate Accounts.

Riders and Endorsements
- --------------------------------------------------------------------------------

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.  We reserve  the right to stop  offering  the riders
mentioned below and to offer additional riders.

Children's Insurance. The rider provides level term insurance to Children of the
Insured up to the earlier of Age 23 of the child or Age 65 for the Insured.  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 before  termination of
this rider, the coverage on each child becomes paid-up term insurance to Age 23.
This rider may be converted to a new Policy without  evidence of insurability on
each Insured  child's 23rd birthday or at Age 65 of the person insured under the
Policy to which the rider is attached, 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 or  preferred
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.

Other Insured.  This rider provides additional level term insurance.  The "other
Insured" could be the Insured  (except in states where it is not allowed by law)
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 for
issuance of the rider or to increase the amount of the death benefit.  The rider
may be  issued  until  the  Policy  Anniversary  following  the  Insured's  65th
birthday.

Waiver of Premium  Disability.  This rider provides  that,  during the Insured's
total disability,  we will waive Monthly Deduction for  administrative  and life
insurance costs or Basic Guarantee Premium, if greater.  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.

Executive  Benefits Plan Endorsement.  This endorsement is available on policies
issued  in  conjunction  with  certain  types of  deferred  compensation  and/or
employee  benefits plans.  The executive  benefits plan  endorsement  waives the
Surrender Charges on the Policy to which it is attached subject to the following
conditions:

     1. The Policy is surrendered and the proceeds are used to fund a new Policy
        provided through CUNA Mutual Life Insurance Company or an affiliate.

     2. The Policy is owned by a business or trust.

     3. The new Policy is owned by the same entity.

     4. The  insured  under  the  Policy  is a  selected  manager  or  a  highly
        compensated  employee  (as  those  terms are  defined  by Title 1 of the
        Employee Retirement Income Security Act, as amended).

     5. The insured under the new contract is also a selected  manager or highly
        compensated employee.

     6. We receive an  application  for the new contract  (and have  evidence of
        insurability satisfactory to us).

There is no charge for this  benefit.  However,  if you  exercise  this  benefit
during the first two contract  (Policy)  years, we reserve the right to charge a
fee to offset  expenses  incurred.  This fee will not exceed $150. The Executive
Benefits Plan Endorsement may not be available in all states.


Federal Income Tax Considerations
- --------------------------------------------------------------------------------

Introduction

The following  summary provides a general  description of the federal income tax
considerations associated with the Policy and does not purport to be complete or
to cover all tax  situations.  This  discussion  is not  intended as tax advice.
Counsel or other  competent  tax advisors  should be consulted for more complete
information.  This  discussion  is based upon our  understanding  of the present
federal  income tax laws.  No  representation  is made as to the  likelihood  of
continuation  of the  present  federal  income tax laws or as to how they may be
interpreted by the Internal Revenue Service.

Tax Status of the Policy

In order to qualify as a life insurance contract for federal income tax purposes
and to receive the tax  treatment  normally  accorded life  insurance  contracts
under federal tax law, a Policy must satisfy certain  requirements which are set
forth in the Internal Revenue Code. Guidance as to how these requirements should
be applied  is  limited.  Nevertheless,  we believe  that  Policies  issued on a
standard premium class basis should satisfy the applicable  requirements.  There
is less  guidance,  however,  with respect to Policies  issued on a  substandard
basis,  and it is not clear  whether such Policies will in all cases satisfy the
applicable  requirements,  particularly  if you pay the full  amount of premiums
permitted under the Policy. If it is subsequently  determined that a Policy does
not satisfy the applicable requirements,  we may take appropriate steps to bring
the Policy into  compliance with such  requirements  and we reserve the right to
restrict Policy transactions in order to do so.

In certain circumstances,  owners of variable universal life insurance contracts
have been  considered  for federal  income tax  purposes to be the owners of the
assets of the separate  account  supporting their contracts due to their ability
to exercise  investment  control over those assets.  Where this is the case, the
contract  owners have been currently  taxed on income and gains  attributable to
the separate  account  assets.  There is little  guidance in this area, and some
features  of the  Policies,  such as the  flexibility  of an owner  to  allocate
premium payments and Policy Value and the narrow investment objective of certain
Funds, have not been explicitly addressed in published rulings. While we believe
that the  Policies do not give you  investment  control  over  Separate  Account
assets,  we reserve the right to modify the Policies as necessary to prevent you
from being treated as the owner of the Separate  Account  assets  supporting the
Policy.

In addition,  the Code requires that the investments of the Separate Accounts be
"adequately  diversified"  in  order  for the  Policies  to be  treated  as life
insurance  contracts for federal  income tax  purposes.  It is intended that the
Separate  Accounts,  through  the  Funds,  will  satisfy  these  diversification
requirements.

The  following  discussion  assumes  that  the  Policy  will  qualify  as a life
insurance contract for federal income tax purposes.

Tax Treatment of Policy Benefits

In  General.  We  believe  that  the  death  benefit  under a Policy  should  be
excludible from the gross income of the beneficiary.

Federal,  state  and  local  transfer,  estate,   inheritance,   and  other  tax
consequences   of  ownership  or  receipt  of  Policy  proceeds  depend  on  the
circumstances of each Owner or beneficiary. A tax advisor should be consulted on
these consequences.

Generally,  you will not be deemed to be in  constructive  receipt of the Policy
Value until there is a distribution.  When distributions from a Policy occur, or
when  loans are  taken out from or  secured  by a Policy,  the tax  consequences
depend on whether the Policy is classified as a "Modified Endowment Contract."

Modified  Endowment  Contracts.  Under the Internal  Revenue Code,  certain life
insurance contracts are classified as "Modified Endowment  Contracts," with less
favorable  tax  treatment  than  other  life  insurance  contracts.  Due  to the
flexibility  of  the  Policies  as to  premiums  and  benefits,  the  individual
circumstances  of each  Policy  will  determine  whether it is  classified  as a
Modified  Endowment  Contract.  The rules are too complex to be summarized here,
but  generally  depend on the amount of  premiums  paid  during the first  seven
Policy years or seven years following a material  change to the Policy.  Certain
changes in a Policy after it is issued could also cause it to be classified as a
Modified Endowment Contract.  A current or prospective Owner should consult with
a competent  advisor to determine  whether a Policy  transaction  will cause the
Policy to be classified as a Modified Endowment Contract.

Distributions  Other Than Death  Benefits  from  Modified  Endowment  Contracts.
Policies classified as Modified Endowment Contracts are subject to the following
tax rules:

All distributions  other than death benefits from a Modified Endowment Contract,
including  distributions  upon  surrender and Partial  Withdrawals,  are treated
first as  distributions  of gain  taxable as  ordinary  income  and as  tax-free
recovery  of your  investment  in the  Policy  only  after  all  gain  has  been
distributed.

Loans  taken  from or  secured by a Policy  classified  as a Modified  Endowment
Contract are treated as distributions and taxed in same manner as surrenders and
Partial Withdrawals.

A 10 percent  additional  income  tax is  imposed  on the amount  subject to tax
except where the  distribution or loan is made when you have Attained Age 59 1/2
or are disabled,  or where the distribution is part of a series of substantially
equal  periodic  payments for your life (or life  expectancy) or the joint lives
(or joint life  expectancies)  of the your and your  beneficiary  or  designated
beneficiary.

Distributions  Other Than Death  Benefits  from  Policies  that are not Modified
Endowment Contracts.  Distributions other than death benefits from a Policy that
is not classified as a Modified  Endowment  Contract are generally treated first
as a recovery of your  investment  in the Policy and only after the  recovery of
all investment in the Policy as taxable income.  However,  certain distributions
which  must be made in order to enable the  Policy to  continue  to qualify as a
life insurance  contract for federal income tax purposes if Policy  benefits are
reduced  during the first 15 Policy  years may be treated in whole or in part as
ordinary income subject to tax.

Loans from or secured by a Policy that is not a Modified  Endowment Contract are
generally not treated as distributions. However, the tax consequences associated
with Policy loans after the later of the 10th Policy Anniversary or Attained Age
65 is less clear and a tax advisor should be consulted about such loans.

Finally,  neither  distributions from nor loans from or secured by a Policy that
is not a Modified  Endowment  Contract are subject to the 10 percent  additional
income tax.

Investment  in the  Policy.  Your  investment  in the  Policy is  generally  the
aggregate premium payments.  When a distribution is taken from the Policy,  your
investment  in the Policy is reduced by the amount of the  distribution  that is
tax-free.

Policy  Loans.  In general,  interest  on a Policy loan will not be  deductible.
Before taking out a Policy loan,  you should consult a tax advisor as to the tax
consequences.

Multiple Policies.  All Modified  Endowment  Contracts that are issued by us (or
our  affiliates)  to the same owner during any calendar  year are treated as one
Modified Endowment Contract for purposes of determining the amount includible in
your income when a taxable distribution occurs.

Accelerated Death Benefit Rider. The federal income tax consequences  associated
with the  Accelerated  Benefit  Option  Endorsement  are  uncertain.  You should
consult a qualified tax advisor  about the  consequences  of requesting  payment
under  this  Endorsement.  (See  page  29 for  more  information  regarding  the
Endorsement.)

Special Rules for Pension and Profit-Sharing Plans

If a Policy is  purchased  by a  pension  or  profit-sharing  plan,  or  similar
deferred   compensation   arrangement,   the  federal,   state  and  estate  tax
consequences  could  differ.  A competent  tax advisor  should be  consulted  in
connection with such a purchase.

The amounts of life  insurance  that may be purchased on behalf of a participant
in a pension or profit-sharing  plan are limited.  The current cost of insurance
for the Net Amount At Risk is treated as a "current  fringe benefit" and must be
included  annually in the plan  participant's  gross income. We report this cost
(generally  referred to as the "P.S. 58" cost) to the participant  annually.  If
the plan  participant dies while covered by the plan and the Policy proceeds are
paid to the participant's beneficiary, then the excess of the death benefit over
the Policy  Value is not  taxable.  However,  the cash value will  generally  be
taxable to the extent it exceeds  the  participant's  cost basis in the  Policy.
Policies owned under these types of plans may be subject to  restrictions  under
the  Employee  Retirement  Income  Security  Act of 1974  ("ERISA").  You should
consult a qualified advisor regarding ERISA.

Department of Labor ("DOL")  regulations  impose  requirements  for  participant
loans under retirement plans covered by ERISA.  Plan loans must also satisfy tax
requirements to be treated as nontaxable.  Plan loan requirements and provisions
may differ from Policy loan provisions. Failure of plan loans to comply with the
requirements  and provisions of the DOL regulations and of tax law may result in
adverse  tax  consequences   and/or  adverse   consequences  under  ERISA.  Plan
fiduciaries  and  participants   should  consult  a  qualified   advisor  before
requesting a loan under a Policy held in connection with a retirement plan.

Business Uses of the Policy

Businesses can use the Policy in various  arrangements,  including  nonqualified
deferred compensation or salary continuance plans, split dollar insurance plans,
executive bonus plans, tax exempt and nonexempt  welfare benefit plans,  retiree
medical  benefit plans and others.  The tax  consequences of such plans may vary
depending on the particular facts and  circumstances.  If you are purchasing the
Policy  for any  arrangement  the  value  of  which  depends  in part on its tax
consequences,  you should  consult a qualified  tax  advisor.  In recent  years,
moreover,  Congress has adopted new rules  relating to life  insurance  owned by
businesses.  Any business contemplating the purchase of a new Policy or a change
in an existing Policy should consult a tax advisor.

Possible Tax Law Changes

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
otherwise.  Consult a tax advisor with respect to legislative  developments  and
their effect on the Policy.

The Company's Taxes

Under current federal income tax law, we are not taxed on the Separate Account's
operations.  Thus,  currently we do not deduct charges from the Separate Account
for its  federal  income  taxes.  We reserve  the right to charge  the  Separate
Account for any future federal income taxes that it may incur.

Under  current  laws in several  states,  we may incur state and local taxes (in
addition to Premium Expense Charges). These taxes are not now significant and we
are not currently charging for them. If they increase, we may deduct charges for
such taxes.

CUNA Mutual Life Insurance Company Directors and Executive Officers
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
       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, GA

    Robert W. Bream                      1991-Present            United Airlines Employees Credit Union
                                                                 President/Chief Executive Officer

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

    James L. Bryan                       1974-Present            Texans Credit Union
                                                                 President/Chief Executive Officer

    Loretta M. Burd                      1987-Present            Centra Credit Union
                                                                 President/Chief Executive Officer

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

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

    Rudolf J. Hanley                     1982-Present            Orange County Teachers Federal Credit Union
                                                                 President/Chief Executive Officer

    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/Chief Executive Officer

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

    Brian L. McDonnell                   1977-Present            Navy Federal Credit Union
                                                                 President/Chief Executive Officer

    C. Alan Peppers                      1992-Present            Denver Public Schools Credit Union
                                                                 President/Chief Executive Officer

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

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

    Rosemarie M. Shultz                  1997-Present            Retired
                                         1976-1997               North Coast Credit Union
                                                                 President/Chief Executive Officer

    Neil A. Springer                     1994-Present            Springer & 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/Chief Executive Officer

    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

    Reid A. Koenig                       1999-Present            CUNA Mutual Life Insurance Company
                                                                 Chief Officer - Operating
                                         1994-Present            Vice President - Members Services

    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>
    *We 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  50677-9202,  and 5910
     Mineral Point Road, Madison, Wisconsin 53705-4456.
</FN>
</TABLE>

Additional Information
- --------------------------------------------------------------------------------

Addition, Deletion Or Substitution Of Investments

We reserve the right, 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 our judgment,  further investment in any Fund should become
inappropriate,  we may redeem the shares,  if any,  of that Fund and  substitute
shares  of  another  Fund.  To the  extent  required  by the  1940  Act or other
applicable  law, we 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.

We also reserve 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. We 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 us. 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 our
sole discretion, marketing, tax, or investment conditions warrant.

In the event of any such substitution or change, we (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
you object to the change,  you may exchange the Policy for a fixed benefit whole
life  insurance  policy  then  issued by us. The new  Policy  will be subject to
normal underwriting rules and other conditions  determined by us. No evidence of
insurability will be necessary.  The option to exchange must be exercised within
sixty (60) days of notification to you of the investment Policy change.  You may
also Surrender the Policy.

If we  consider  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 ours. In addition, we may, when permitted by law,
restrict or eliminate any voting rights of Owners or other persons who have such
rights under the Policies.

State Regulation

We are  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 our  operations
for the preceding  year and our financial  condition as of the end of such year.
Regulation  by  the  Insurance   Department  includes  periodic  examination  to
determine  our  liabilities  and reserves so that the Insurance  Department  may
certify the items are  correct.  Our 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,  we are subject to
regulation  under  the  insurance  laws of other  jurisdictions  in which it may
operate.

Legal Proceedings

Us and our 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,  we believe 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 Price  Waterhouse
Coopers,  [ ],  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.

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 readiness 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 amount of resources ultimately devoted, or the outcome of these efforts will
have a negative impact on us or our affiliates.  However, as of the date of this
prospectus,  it is not anticipated that Owners will experience  negative effects
on their investment,  or on the services provided in connection therewith,  as a
result of Year 2000 readiness implementation. As of the date of this prospectus,
the Company and its affiliates  believe that all of their  critical  systems are
Year 2000 ready, but there can be no assurance that we were successful,  or that
interaction  with other service  providers  will not impair the Company's or its
affiliates'  services  at that time.  We will be testing  the  remainder  of our
systems  through out 1999, and will have  continuity  plans in place designed to
minimize the impact of any unforeseen failures.

Distribution Of Policies

Questions  regarding the Policy should be directed to CUNA  Brokerage  Services,
Inc.,  Office of Supervisory  Jurisdiction,  2000 Heritage Way,  Waverly,  Iowa,
50677-9202,  (800)  798-5500,  (319) 352-4090.  Its IRS employer  identification
number is 39-1438257.  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,
53705-4456,  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.

We 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.  We
may also pay other  distribution  expenses such as agents' insurance and pension
benefits, agency expense allowances,  and overhead attributable to distribution.
In  addition,  we 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.

Financial Statements
- --------------------------------------------------------------------------------

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



                        CUNA MUTUAL LIFE VARIABLE ACCOUNT


                              Financial Statements





                       CUNA MUTUAL LIFE INSURANCE COMPANY


               Financial Statements and Supplementary Information




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.  At your  request,  we 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
           Policy allows us 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 Tobacco User.
         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 Partial 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 Expense Charge 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 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.

<TABLE>
<CAPTION>

                                            Mortality & Expense              Fund Fees*            Total
<S>                                                <C>                        <C>                 <C>
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
T. Rowe Price International Stock                    .90                       1.05                 1.95
MFS Global Governments                               .90                       1.00                 1.90
MFS Emerging Growth                                  .90                       0.87                 1.77
Oppenheimer High Income
Templeton Developing Markets

Average                                             [.90                        .72                 1.62]

<FN>
*   The  illustrations  on the  following  pages are computed  using the average
    (1.62) total expense across the Subaccounts for last year. The Fund Fees are
    the expenses  incurred by each Fund during the most recent fiscal year.  The
    prospectus and statement of additional  information for each Fund more fully
    discusses its expenses.  Certain expenses of the MFS Global Governments Fund
    were reimbursed by the Fund's investment adviser during 1998. Pursuant to an
    agreement  between the Fund and its investment  adviser,  the  reimbursement
    will   continue   past  the  current   fiscal   year.   Absent  the  expense
    reimbursement,  the MFS Global  Governments  Fund expenses (Fund Fees) would
    have been 1.15%.
</FN>
</TABLE>


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  Non-gender
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 we did not pay the dividends it has  projected  but not  guaranteed.
(Dividends  are  expected  to be $39  beginning  in Policy year 11, plus .70% of
average  Policy  Value during  Policy years 11-20 and 1.10%  beginning in Policy
year 21.) Policy values would be lower if more expenses were paid. Expenses vary
by each underlying 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
                       MEMBERS(R) Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 1
<TABLE>
<CAPTION>
Male Non Tobacco User                                                                                               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 Partial 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        Net         Death      Accum        Net       Death       Accum Value     Net
                         Benefit     Value    Cash Value     Benefit     Value     Cash Value   Benefit                  Cash 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  your 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  Policy  Value on the  date of death  multiplied  by the  Death  Benefit
Percentage  Factor described in the section of the prospectus  titled The Policy
Death Benefit Proceeds.
</FN>
</TABLE>


<PAGE>


                         ILLUSTRATION OF POLICY VALUES
                       MEMBERS(R) Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 2

<TABLE>
<CAPTION>
Male Non Tobacco User                                                                                               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 Partial 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       Net          Death      Accum        Net         Death       Accum        Net
                          Benefit     Value    Cash Value     Benefit     Value     Cash Value     Benefit     Value     Cash 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  your 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  Policy  Value on the  date of death  multiplied  by the  Death  Benefit
Percentage  Factor described in the section of the prospectus  titled The Policy
Death Benefit Proceeds.
</FN>
</TABLE>


<PAGE>


                          ILLUSTRATION OF POLICY VALUES
                       MEMBERS(R) Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 3

<TABLE>
<CAPTION>
Male Non Tobacco User                                                                                               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 Partial 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        Net         Death      Accum        Net         Death       Accum         Net
                           Benefit     Value    Cash Value    Benefit     Value     Cash Value     Benefit      Value     Cash 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  your 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 Policy  Value on date of death,  or (2) the Policy Value on the date of
death multiplied by the Death Benefit Percentage Factor described in the section
of the prospectus titled The Policy - Death Benefit Proceeds.
</FN>
</TABLE>


<PAGE>


                          ILLUSTRATION OF POLICY VALUES
                       MEMBERS(R) Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 4

<TABLE>
<CAPTION>
Male Non Tobacco User                                                                                               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 Partial 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       Net          Death       Accum        Net         Death     Accum          Net
                           Benefit     Value    Cash Value     Benefit     Value     Cash Value     Benefit    Value     Cash 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  your 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 Policy  Value on date of death,  or (2) the Policy Value on the date of
death multiplied by the Death Benefit Percentage Factor described in the section
of the prospectus titled The Policy - Death Benefit Proceeds.
</FN>
</TABLE>


<PAGE>


                          ILLUSTRATION OF POLICY VALUES
                       MEMBERS(R) Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 5

<TABLE>
<CAPTION>
Male Non Tobacco User                                                                                               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 Partial 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       Net          Death       Accum        Net        Death       Accum          Net
                          Benefit     Value    Cash Value     Benefit      Value     Cash Value    Benefit      Value     Cash 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  your 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  Policy  Value on the  date of death  multiplied  by the  Death  Benefit
Percentage  Factor described in the section of the prospectus  titled The Policy
Death Benefit Proceeds.
</FN>
</TABLE>
<PAGE>


                          ILLUSTRATION OF POLICY VALUES
                       MEMBERS(R) Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 6

<TABLE>
<CAPTION>
Male Non Tobacco User                                                                                               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 Partial 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       Net          Death      Accum        Net         Death      Accum        Net
                          Benefit     Value    Cash Value     Benefit     Value     Cash Value     Benefit    Value     Surrender
  ------- ------------- ------------ --------- ----------- ------------ --------- ------------ ------------ ---------- =============
  <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  your 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  Policy  Value on the  date of death  multiplied  by the  Death  Benefit
Percentage  Factor described in the section of the prospectus  titled The Policy
Death Benefit Proceeds.

** Policy terminated before year 30.
</FN>
</TABLE>


<PAGE>


                          ILLUSTRATION OF POLICY VALUES
                       MEMBERS(R) Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 7

<TABLE>
<CAPTION>
Male Non Tobacco User                                                                                               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 Partial 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       Net         Death      Accum        Net         Death       Accum         Net
                          Benefit     Value    Cash Value    Benefit     Value     Cash Value     Benefit     Value     Cash 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  your 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 Policy  Value on date of death,  or (2) the Policy Value on the date of
death multiplied by the Death Benefit Percentage Factor described in the section
of the prospectus titled The Policy - Death Benefit Proceeds.
</FN>
</TABLE>


<PAGE>


                          ILLUSTRATION OF POLICY VALUES
                       MEMBERS(R) Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 8

<TABLE>
<CAPTION>
Male Non Tobacco User                                                                                               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 Partial 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       Net         Death      Accum        Net         Death        Accum         Net
                          Benefit     Value    Cash Value    Benefit     Value     Cash Value     Benefit      Value     Cash 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  your 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 Policy  Value on date of death,  or (2) the Policy Value on the date of
death multiplied by the Death Benefit Percentage Factor described in the section
of the prospectus titled The Policy - Death Benefit Proceeds.

** Policy terminated before 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 55 pages.

         Undertakings.

         Representations.

         The signatures.

         Written consent or opinion of the following persons:

                  PricewaterhouseCoopers LLP (to be filed by amendment)
                  Scott Allen - Associate Actuary (to be filed by amendment)

         The following exhibits:

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

     1.   Resolution  to Authorize  Registration  of and  Investment in Separate
          Accounts.

     2.   Not Applicable

     3.   a.   Distribution Agreement between CUNA Mutual Life Insurance Company
               and CUNA Brokerage Services, Inc. effective January 1, 1996. (to
               be filed by amendment)

          b.   Servicing Agreement related to the Distribution Agreement between
               CUNA Mutual Life Insurance  Company and CUNA Brokerage  Services,
               Inc. effective January 1, 1996. (to be filed by amendment)

     4.   Not Applicable

     5.   a.   Standard VUL Contract

               i. Accelerated Benefit Option Endorsement. Form 1668

               ii. Accidental Death Benefit Rider. 99-ADB-RV-1

               iii. Children's Insurance Rider. 99-CIR-RV-1

               iv. Executive Benefit Plan Endorsement. 98EBP

               v. Guaranteed Insurability Rider. 99-GIR-RV-1

               vi. Term Insurance Rider for Other Insureds. 99-OIR-RV-1

               vii. Waiver of Premium Disability Rider. 99-WVR-RV-1

     6.   a.   Articles of Incorporation of the Company.

          b.   Bylaws.

     7.   Not Applicable

     8.   Servicing  Agreement  Between CUNA Mutual Life  Insurance  Company and
          CIMCO Inc. dated May 1, 1997. (to be filed by amendment)

     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. (to be filed by
               amendment)

          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. (to be filed by amendment)

          c.   Participation  Agreement  between  Oppenheimer  Variable  Account
               Funds and the Company dated February 20, 1997. (to be filed by
               amendment)

          d.   Participation   Agreement  between  Templeton  Variable  Products
               Series Fund and the Company dated March 31, 1997. (to be filed by
               amendment)

     10.  Application

2.   Opinion of Counsel (to be filed by amendment)

3.   Not applicable

4.   Not applicable

5.   Not applicable

6.   Not applicable

Power of Attorney

<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, CUNA Mutual Life Variable Account, 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 23rd day of June, 1999.


                               CUNA Mutual Life Variable Account (Registrant)
                               By:  CUNA Mutual Life Insurance Company


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


Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, 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 23rd day of June, 1999.


                               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
and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES AND TITLE                             DATE                SIGNATURES AND TITLE                        DATE
<S>                                            <C>                <C>                                            <C>
James C. Barbre                       *                            Omer K. Reed                          *
James C. Barbre, Director                                          Omer K. Reed, Director


Robert W. Bream                       *                            Richard C. Robertson                  *
Robert W. Bream, Director                                          Richard C. Robertson, 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/ Kevin S. Thompson                          06/23/99
Joseph N. Cugini, Director                                         Kevin S. Thompson, Attorney-In-Fact


Rudolf J. Hanley                      *
Rudolf J. Hanley, Director


Jerald R. Hinrichs                    *
Jerald R. Hinrichs, Director


/s/ Michael B. Kitchen                         06/23/99
Michael B. Kitchen, Director


Robert T. Lynch                       *
Robert T. Lynch, Director


Brian L. McDonnell                    *
Brian L. McDonnell, Director


C. Alan Peppers                       *
C. Alan Peppers, Director

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

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/ Micahel G. Joneson                                                 06/23/99
Michael G. Joneson
Vice President - Accounting & Financial Systems



/s/ Richard J. Keintz                                                  06/23/99
Richard J. Keintz
Chief Officer - Finance & Information Services



/s/ Michael B. Kitchen                                                 06/23/99
Michael B. Kitchen
President and Chief Executive Officer



<PAGE>


                           EXHIBIT INDEX

             Resolution to Authrozie Registration of and
               Investment in Seperate Accounts

             Standard VUL Contract

             Accelerated Benefit Option Endorsement.   Form 1668

             Accidental Death Benefit Rider.  99-ADB-RV-1

             Children's Insurance Rider.  99-CIR-RV-1

             Executive Benefit Plan Endorsement.  98EBP

             Guaranteed Insurability Rider. 99-GIR-RV-1

             Term Insurance Rider for Other Insureds.  99-OIR-RV-1

             Waiver of Premium Disability Rider.  99-WVR-RV-1

             Articles of Incorporation of the Company

             Bylaws

             Application

             Power of Attorney


- --------------------------------------------------------------------------------
                                   EXHIBIT 1

                     LUTHERAN MUTUAL LIFE INSURANCE COMPANY
                           Heritage Way, Waverly, Iowa

            RESOLUTION TO AUTHORIZE REGISTRATION OF AND INVESTMENT IN
                                SEPARATE ACCOUNTS

I hereby certify that I am the duly appointed  Secretary of LUTHERAN MUTUAL LIFE
INSURANCE COMPANY, an Iowa corporation, and that in such office I have access to
the Company's  books and records and have authority to make this  certification,
and I further certify that the Board of Directors by action effective August 16,
1983,  adopted the following  resolutions  pertaining to the registration of and
investment in separate accounts:

                               * * * * * * * * * *

         WHEREAS, on February 25, 1982, the Board authorized Company officers to
         establish  one or more  separate  accounts as  contemplated  under Iowa
         Insurance Code Section 508.32 for product development pruposes, and

         WHEREAS,  in furtherance of a plan to develop separate accounts for use
         with variable  annuity and variable life insurance  products  requiring
         registration  under  Federal law, and in some cases,  registration  and
         regulatory  approval  under the laws of some of the states in which the
         Company  expects to do  business,  additional  authority  is now deemed
         appropriate and necessary,

         RESOLVED THEREFORE, that the proper officers of this Company are hereby
         authorized to establish and designate separate accounts of a nature and
         type which they deem  necessary or  appropriate  for use as  investment
         media for variable and fixed  annuity  contracts and variable and fixed
         life insurance policies to be issued by this Company, and to create the
         necessary or appropriate governance structures and register or file for
         approval, as the case may be, such separate accounts and those policies
         and contracts under such applicable  Federal  Securities Laws and state
         regulatory laws as are deemed necessary and appropriate, and

         FURTHER  RESOLVED,  that the Company is hereby  authorized  to act as a
         Depositor  and to invest such amounts of seed money as may be necessary
         or appropriate  for regulatory  purposes in each such separate  account
         and it may invest such additional sums as may be deemed appropriate for
         investment purposes on a current basis subject to limitations  provided
         in the  Company's  Investment  Policy  Statement  and other  directives
         adopted by the Board from time to time, and

         FURTHER RESOLVED,  that a previous  resolution  adopted by the Board on
         May 14, 1982,  for this same purpose is deemed to be hereby  amended by
         this  resolution,  and Company  officers are  authorized to perform any
         additional  acts which they deem  necessary or appropriate to carry out
         the intent and purposes of these resolutions.

                               * * * * * * * * * *

and I further certify that the foregoing is a true, complete,  and accurate copy
of such  resolutions and that such resolutions are consistent with the Company's
Articles of  Incorporation  and Bylaws and they have not been altered,  amended,
revised, or rescinded and are still in full force and effect.

WITNESS MY HAND and the seal of the Company this 8th day of September, 1983.

                                    /s/ Arthur J. Hessburg
                                     Arthur J. Hessburg, Secretary




                                   EXHIBIT 5a

99-VUL
CUNA MUTUAL LIFE INSURANCE COMPANY
A Mutual Insurance Company
2000 Heritage Way, Waverly, Iowa 50677
Telephone: 800/798-5500

            FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

                            POLICY NUMBER: 123456789

READ YOUR POLICY CAREFULLY. This is a legal contract between you and CUNA Mutual
Life Insurance  Company.  Your policy is issued based on the  information in the
application  and payment of premiums as shown on the data  page(s).  We will pay
death benefit  proceeds and provide for other benefits  described in this policy
provided all its terms and conditions are met.

THE AMOUNT OF DEATH BENEFIT MAY INCREASE OR DECREASE DEPENDING ON THE INVESTMENT
EXPERIENCE OF THE SUBACCOUNTS  SELECTED, IF ANY, AND ON THE DEATH BENEFIT OPTION
SELECTED AS DESCRIBED IN SECTION 14.

THE PORTION OF YOUR POLICY VALUE IN THE  SUBACCOUNT(S)  MAY VARY FROM DAY TO DAY
AND IS NOT GUARANTEED.  IT MAY INCREASE OR DECREASE  DEPENDING ON THE INVESTMENT
EXPERIENCE OF THE SUBACCOUNT(S) SELECTED.

THIS  POLICY IS INTENDED TO QUALIFY FOR  TREATMENT  AS A LIFE  INSURANCE  POLICY
UNDER THE INTERNAL  REVENUE CODE. WE MAY RETURN PREMIUMS WHICH WOULD  DISQUALIFY
THE POLICY FROM TAX TREATMENT AS A LIFE INSURANCE POLICY.

Signed for CUNA Mutual Life  Insurance  Company,  Waverly,  Iowa,  on the policy
issue date.

/s/ Michael B. Kitchen                 /s/  Barbara L. Secor
     President                         Assistant Secretary


- -------------------------------------------------------------------------------
RIGHT TO EXAMINE:  It is important to us that you are satisfied with your policy
after it is  issued.  If you are not  satisfied,  you may return it to us within
[ten (10)] days after you receive it, or within  forty-five  (45) days after the
application was signed.  If this policy is a replacement for an existing policy,
you may return it to us within  [twenty (20)] days after you receive it. You may
return it by delivering or mailing it to our home office, the agent through whom
it was purchased,  or to any agent of CUNA Mutual Life Insurance Company. If you
return  the  policy,  we will  treat it as if it had not been  issued.  You will
receive a refund equal to the premiums you paid within seven (7) days of receipt
of the policy in our home office.
- -------------------------------------------------------------------------------

               Flexible Premium Variable Universal Life Insurance
                            Adjustable Death Benefit
        Flexible Premiums Payable During Lifetime of Insured Until Age 95
        Death Benefit Payable at Death of Insured Prior to Maturity Date
                                  Participating


- -----------------------------------------------------------------------
POLICY GUIDE AND INDEX

Data Page ...............................................Section  1
Definitions..............................................Section  2
General Information......................................Section  3
Dividends ...............................................Section  4
Right to Convert.........................................Section  5
Premiums.................................................Section  6
Insurance Charges........................................Section  7
Premium Investment Options...............................Section  8
Transfer Privilege.......................................Section  9
Policy Value.............................................Section 10
Partial Withdrawals and Policy Surrender.................Section 11
Policy Loans.............................................Section 12
Restrictions on Policy...................................Section 13
Death Benefit............................................Section 14
Payment of Proceeds......................................Section 15
Beneficiary..............................................Section 16
Settlement Options.......................................Section 17
Option Tables............................................Section 18
Additional Benefit Rider(s)
Guaranteed Maximum Annual Cost of Insurance Rate Table(s)

- -------------------------------------------------------------------
SUMMARY OF POLICY BENEFITS

Living Benefits

Policy Loans
Partial Withdrawals
Transfer Privileges
Dividends

Death Benefit

The  amount  payable  to the  beneficiary  is  determined  as of the date of the
insured's death. It is equal to the following amounts:

o The death benefit  amount on the date of death;  plus
o Any premiums  received after the date of death; minus
o Any partial withdrawals taken after the date of death; minus
o Any insurance  charges due if the insured dies during a grace period;  minus
o Any loan amount.

Additional Benefit Rider(s)

Any additional benefit rider(s) listed on the data page are described more fully
in the additional benefit rider(s) that follow Section 18.

                                                       Policy Number:  123456789
- ------------------------------------- ------------------------------------------
SECTION  1.                                                    DATA PAGE
- ------------------------------------- ------------------------------------------

            FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

OWNER:   John Doe                                SPECIFIED AMOUNT:  $50,000

INSURED:   John Doe                              RATING:  Standard Tobacco

ISSUE DATE:       January 15, 2000               ISSUE AGE:  35

MATURITY DATE:  January 15, 2060                 GENDER:  Male

DEATH BENEFIT OPTION:  Option 1                  COST OF INSURANCE RATES:   Male


                                                   Specified       Protection
Protection Provided by Policy and Riders:           Amount       Provided Until*
- -----------------------------------------           --------     ---------------
Flexible Premium Variable Universal Life Insurance   $50,000    January 15, 2060
Other Insured Rider(s)                               $50,000    January 15, 2060
Accidental Death Benefit Rider                       $50,000    January 15, 2035
Guaranteed Insurability Rider                        $50,000    January 15, 2005
Child Insured Rider(s)                               10 units   January 15, 2030
Waiver of Premium Disability Rider                      N/A     January 15, 2030

*The cost of insurance for the  protection  provided is deducted from the policy
value. Cost of insurance rates for each type of protection are shown in separate
tables on subsequent  pages. It is possible that protection will not continue to
the  date(s)  shown if either no  premiums  are paid after the  initial  premium
payment,   or  subsequent  premium  payments  plus  investment  results  on  the
designated  subaccount(s)  are not adequate to continue  protection  to the date
shown. It is also possible that protection will continue to the date shown,  but
with little or no policy value on that date.

PREMIUM INFORMATION:

     Initial Required Premium:  $170.41
     Initial Premium:   $170.41
     Planned Premium:   $1,022.46  annually

     Basic Guarantee Premium**:   $1,022.46
     Extended Guarantee Premium**:   $1,521.29

**  These are the initial  amounts as of the policy  issue  date.  If you make a
    change to your  policy  benefits or change how you fund your  policy,  these
    amounts will change.

POLICY INTEREST RATES (COMPOUNDED ANNUALLY):
     Loan Account Rate:  4%
     Standard Loan Rate: [ 6% ]   Preferred Loan Rate:  [4.5%]
     Guaranteed Settlement Option Rate:  4%

DEATH BENEFIT DISCOUNT FACTOR:   1.0032737


INITIAL ALLOCATION OF NET PREMIUMS:

Minimum Allocation Percentage:  5%

   VARIABLE ACCOUNT :   CUNA Mutual Life Variable Account
                                                                    Net Premium
 Subaccounts/Fixed Account          Fund                             Allocation

Mid-Cap Stock                     Ultra Series                             100%
Capital Appreciation Stock        Ultra Series                               0%
G & I Stock                       Ultra Series                               0%
Balanced                          Ultra Series                               0%
Bond                              Ultra Series                               0%
Money Market                      Ultra Series                               0%
Global Governments                MFS Variable Insurance Trust               0%
International Stock               T. Rowe Price Intl Series, Inc.            0%
Emerging Growth                   MFS Variable Insurance Trust               0%
Hi Income                         Oppenheimer Variable Acct Funds            0%
Devlp Mkts                        Templeton Var Prod Series Funds            0%
Fixed Account                              N/A                               0%

CHARGES AND FEES:

Administrative  Charge:  .0375 per $1000 of specified  amount  monthly for years
1-10 (.45 per $1000 annually)

Mortality and Expense Risk Charge:  .00246575%  daily on variable  account value
(.90% annually)

Premium Expense Charge:

Policy Fee*:  $6.00 monthly  ($72.00 annually)

Service Fees*:

     Transfer: $ 10.00 per transfer after the first 12 transfers during a policy
     year.

     Specified Amount Increase:  $100.00 per requested  increase after the first
     increase during a policy year.

     Partial  Withdrawal:  $25.00 or 2% of amount withdrawn  (whichever is less)
     per partial withdrawal.

*  We reserve the right to reduce or waive any of these fees.  Any  reduction or
   waiver will be administered in a non-discriminatory manner.


Surrender Charges:

     Year
        1                            $406.50
        2                             386.17
        3                             365.85
        4                             345.52
        5                             304.87
        6                             264.22
        7                             203.25
        8                             142.27
        9                              81.30
      10+                                  0

In the event of full surrender,  surrender  charges will be assessed against the
policy value.  These charges are based on the policy's initial specified amount.
Additional  surrender  charges  will be  assessed  if the  specified  amount  is
increased.

- -------------------------------------  ----------------------------------------
SECTION  2.  DEFINITIONS
- -------------------------------------  ----------------------------------------

2.1 What are the most commonly used terms and what do they mean?

accounts - Allocation options including the fixed account of the general account
and the subaccounts of the variable account.

accumulation unit - A unit of measure used to calculate variable account value.

age -  The insured's age at the insured's most recent birthday.

basic guarantee  premium - The required amount of annual premium payable to keep
the basic guarantee, as described in Section 6, in effect.

beneficiary  - The  person  or  persons  you have  chosen to  receive  the death
proceeds.

extended  guarantee  premium - The required  amount of annual premium payable to
keep the extended guarantee, as described in Section 6, in effect.

fixed account - An option under the policy funded by our general account.  It is
not part of, nor dependent  upon,  the  investment  performance  of the variable
account.

fixed account value - The value of the policy in the fixed account.

fund - Each investment  portfolio  (sometimes called Series) of the Ultra Series
Fund or any other  open-end  management  investment  company or unit  investment
trust in which a subaccount invests.

general account - Our assets other than those allocated to the variable  account
or any other variable account of CUNA Mutual Life Insurance Company.

home office - CUNA Mutual Life Insurance  Company,  2000 Heritage Way,  Waverly,
Iowa, 50677.

in force - The insured's life is insured under the terms of this policy.

initial premium - The amount we received as of the policy issue date.

initial  required  premium - The amount required on or prior to the policy issue
date. It is equal to one-sixth (1/6) of the basic guarantee premium. The initial
required premium is shown on the data page.

irrevocable  beneficiary - A beneficiary  who has certain rights which cannot be
changed unless s/he consents to the change.

lapse - The insured's life is no longer insured under this policy.

loan account - A portion of our general  account to which fixed  account  and/or
variable  account value is transferred to provide  collateral for any loan taken
under the policy.

loan account value -  The value of the policy in the loan account.

loan amount - The sum of your loan principal plus any accrued loan interest.

maturity date - The date on which we will pay you the surrender  value,  if any,
provided the insured is still living. The original maturity date is shown on the
data page.

minimum  subsequent  premium - The  minimum  amount we will  accept as a premium
payment after the initial premium.

monthly  processing day - The same day in each month as the policy issue date in
which insurance charges for this policy are deducted and interest is credited on
any amounts in the fixed account.

net amount at risk - The  difference  between  the death  benefit and the policy
value.

net  premium - The  amount  you pay as the  premium,  less the  premium  expense
charge.

payee - The person receiving settlement option payments upon whose life payments
are based.

planned premium - The amount you plan to pay on a regular basis over a specified
period of time to fund your policy.  The planned premium as of your policy issue
date is shown on the data page.

policy  anniversary  - Same day and month as the policy  issue day and month for
each year the policy remains in force.

policy issue date - The date coverage  under this policy  begins.  The date from
which policy anniversaries and monthly processing days are determined.

policy fee - A portion of the  insurance  charge which is deducted  each monthly
processing  day to cover  policy  expenses.  The policy fee is shown on the data
page.

policy year - A twelve-month period beginning on a policy anniversary.

policy value - The total amount invested under the policy.  It is the sum of the
variable account value, the fixed account value, and the loan account value.

premium expense charge - An amount we deduct from your premium payments to cover
taxes we are currently charged by your state of residence. The initial charge is
shown on the data page.

pro rata - A method of distribution of variable  account value and fixed account
value  among  any or all of  your  accounts.  The  distribution  is in the  same
proportion that the value in each account has to the total value of the affected
accounts.

specified  amount - The amount used to determine the death benefit  amount.  The
specified amount is shown on the data page.

subaccount  - A  subdivision  of the variable  account;  the assets of which are
invested in a corresponding fund.

surrender value - The policy value less any applicable surrender charges and any
loan amount.

valuation  day - Each day on which  valuation of the assets of a  subaccount  is
required by applicable law.

valuation  period - The  period  beginning  at the  close of the New York  Stock
Exchange (currently 3:00 p.m. Central Time) of one valuation day, and continuing
to 3:00  p.m.  Central  Time,  or the  close  of the New  York  Stock  Exchange,
whichever is earlier, of the next succeeding valuation day.

variable  account  -  The  CUNA  Mutual  Life  Variable  Account.  A  segregated
investment account of CUNA Mutual Life Insurance Company into which net premiums
may be allocated.

variable account value -  The value of the policy in the variable account.

we, our, us - CUNA Mutual Life Insurance Company.

written request - A signed and dated written notice in a form satisfactory to us
and received in our home office.

you,  your - The owner of this policy who is entitled to exercise all rights and
privileges provided in the policy.


- ------------------------------------  -----------------------------------------
SECTION  3.  GENERAL INFORMATION
- -------------------------------------  ----------------------------------------

3.1   What is our agreement with you?

Our agreement with you consists of the policy, any attached riders, endorsements
or amendments, and applications.

No one  except a company  officer  can  change  or give up any of the  rights or
requirements in this policy. Any change must be made in writing.

3.2   Can this policy be contested?

We relied on statements you made in the application  when we issued this policy.
In the absence of fraud,  we will accept the statements  made in the application
or  reinstatement   application  to  be  representations   and  not  warranties.
Statements made in the application or reinstatement application will not be used
to contest  this  policy or  challenge  a claim  under this  policy  unless that
statement is material.

A statement is material if, based on correct and complete information,  we would
have:

     a.)  denied coverage;
     b.)  issued the policy at a higher cost of insurance rate; or
     c.)  issued the policy on some other basis than applied for.

If this  policy is void as a result of a contest,  any money you paid,  less any
partial withdrawals and loan amount, will be refunded to you.

3.3   When does this  policy become incontestable?

This policy is  incontestable  as to the initial  specified  amount after it has
been in force during the insured's  lifetime for two years from the policy issue
date. If this 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.  If  reinstatement  occurs,  it may be  contested on the basis of
statements made in the reinstatement application.

This provision applies only to this policy. Any additional benefit rider(s) have
separate incontestability provisions.

Any amount of increase in the specified amount becomes  incontestable  after the
increase has been in force during the insured's  lifetime for two years from the
effective date of the increase.

3.4 How do you exercise your rights as owner?

You may  exercise  all the rights  allowed by this policy  during the  insured's
lifetime and prior to the maturity date by written request.

3.5   How is ownership of this policy changed?

A change of owner may be made at any time before the insured's  death by written
request.  The written  consent of each assignee and  irrevocable  beneficiary is
required.

Your  written  request  will not be  effective  until it is recorded at our home
office.  After it has been  recorded,  it will  take  effect  as of the date you
signed the request.  We will not be  responsible  for any action taken before we
record the request.

3.6 What if the insured's age or gender has been  misstated?

For a policy based on male or female cost of insurance  rates (see data page for
basis), if the insured's age or gender has been misstated, an adjustment will be
made to reflect the correct age and gender as follows:

a.)      If the  misstatement  is discovered at death,  the death benefit amount
         will be  adjusted  based on what the cost of  insurance  rate as of the
         most  recent  monthly  processing  day  would  have  purchased  at  the
         insured's correct age and gender.
b.)      If the misstatement is discovered prior to death, the cost of insurance
         rate will be  adjusted  based on the  insured's  correct age and gender
         beginning on the next monthly processing day.

For a policy based on blended cost of insurance rates (see data page for basis),
a  misstatement  of gender  will not result in an  adjustment.  However,  if the
insured's  age has been  misstated,  an  adjustment  will be made to reflect the
correct age as follows:

a.)      If the  misstatement is discovered at death,  the death benefit will be
         adjusted based on what the cost of insurance rate as of the most recent
         monthly  processing day would have  purchased at the insured's  correct
         age.
b.)      If the misstatement is discovered prior to death, the cost of insurance
         rate will be adjusted  based on the insured's  correct age beginning on
         the next monthly processing day.

3.7   Is there a suicide exclusion?

Suicide by the insured,  whether sane or insane,  within two years of the policy
issue date or reinstatement  date is not covered by this policy.  If the insured
dies by suicide  during this two year  period,  the  premium you paid,  less any
partial  withdrawals  and loan  amount,  will be refunded to you. If the insured
dies by suicide  within two years of the date of an  increase  in the  specified
amount, the only amount payable with respect to the increase will be a return of
the cost of insurance and administrative charge made for the increase.

3.8 Can this policy be assigned as collateral security?

You may assign this policy while it is in force by written request provided:

a.)      the assignment is in writing on a form acceptable to us;
b.)      it is signed by you and any irrevocable beneficiaries; and
c.)      it is received by us at our home office.

The assignment  will be effective on the date the written request is received at
our home office and  accepted by us. We will not be  responsible  for any action
taken before we record the request or for the validity of any assignment.

3.9 Can the maturity date be extended?

You may extend the  original  maturity  date of this  policy by  selecting a new
maturity date at any time by written  request  before the policy  anniversary at
the  insured's  age 95. If a new maturity  date is chosen,  your policy will not
mature on the  original  maturity  date,  and on the policy  anniversary  at the
insured's age 95:

a.)  we will not accept additional premium for this policy;
b.)  the specified amount will be decreased to zero;
c.)  the cost of insurance rate will be zero; and
d.)  the death benefit  percentage  factor will be equal to 1.01 and will remain
     at 1.01 to the new  maturity  date.  On the new  maturity  date,  the death
     benefit percentage factor will be equal to 1.00. (See Section 14.)


3.10   Will annual reports be sent?

We will send you a report at least  annually which  provides  information  about
your policy as required by any applicable law.

3.11   Can we modify the policy?

Upon notice to you, we may modify this policy if:

a.)  necessary to permit the policy or the  variable  account to comply with any
     applicable law or regulation issued by a government agency;
b.)  necessary  to  assure  continued  qualification  of the  policy  under  the
     Internal  Revenue Code or other  federal or state laws relating to variable
     life contracts; or
c.)  necessary to reflect a change in the  operation  of the  variable  account.
     (See Section 8.)

In the event of most such modifications,  we will make appropriate  endorsements
to the policy.

3.12   When will this policy terminate?

         This policy will terminate on the earliest of:

a.)      the date you request full surrender;
b.)      the date death proceeds are payable;
c.)      the maturity date;  or
d.)      the date the grace period ends without payment of the premium due.

SECTION  4.                         DIVIDENDS

4.1 Will this policy receive dividends?

While this policy is in force, it will share in our divisible  surplus.  We will
determine  once a year if any  dividends  are payable on this  policy.  You will
receive dividends, if any, on your policy anniversary.  We do not anticipate any
dividends to be paid during the first 10 policy years.

4.2   How can dividends be applied?

You may request that we apply your dividends by:

a.)  paying them to you in cash; or
b.)  applying  them to  your  accounts  according  to  your  premium  allocation
     percentages on file at our home office.

If you do not choose an option,  any  dividends  payable will be applied to your
accounts  according to your premium  allocation  percentages on file at our home
office.

SECTION  5.                         RIGHT TO CONVERT

5.1   Can this policy be converted?

You may convert this policy to a fixed  policy  during the first 24 months after
the policy issue date.  It may be  converted to a fixed policy by  transferring,
without charge, the value in the subaccounts to the fixed account. If you do so,
future  payments  will be  allocated  to the fixed  account,  unless you specify
otherwise.  The  conversion  will become  effective when we receive your written
request.

SECTION  6.                         PREMIUMS

6.1 What are the premiums for this policy?

The initial  required  premium  for this policy is shown on the data page.  This
amount  must be paid to us during the  lifetime  of the insured on or before the
policy issue date. All premiums after the initial  required  premium are payable
to us at our home office.  We will give you a receipt for payment if you request
it. The amount and frequency of your planned premium as of the policy issue date
is shown on the data page. You may increase,  decrease,  or skip planned premium
payments, or make unscheduled premium payments,  subject to the limits described
below.

6.2   Are there any limits on premium payments?

We will accept premium payments subject to the following limitations:

a.)  the payment does not  increase  the policy value such that it  disqualifies
     your  policy as life  insurance  under  Internal  Revenue  Code  regulatory
     guidelines; and
b.)  the  payment  does not  increase  the net  amount  at risk.  We may allow a
     payment  that  increases  the net amount at risk if we receive  evidence of
     insurability satisfactory to us.

6.3 What happens if you stop making premium payments?

If you stop making  premium  payments  and your  surrender  value on any monthly
processing  day is  sufficient to pay the  insurance  charges,  your policy will
remain in force.  Insurance charges will be deducted on each monthly  processing
day until the earlier of:

a.)  the  monthly  processing  day the  surrender  value is less than the amount
     needed to pay the insurance charges; or
b.)  the maturity date.

6.4 What happens if your surrender  value is  insufficient  to pay the insurance
charges?

If your surrender value on any monthly processing day is insufficient to pay the
insurance charges, we will mail a notice of impending termination to you at your
last post office address known to us and your grace period will begin.  However,
if your policy meets the premium requirements of one of the guarantees described
below,  your policy will  continue  in force for the  duration of the  guarantee
provided you meet the requirements of that guarantee.

a.)  Basic  Guarantee:  The basic  guarantee is in effect  provided the total of
     your net  premiums on each monthly  processing  day  following  your policy
     issue date,  less the total of any partial  withdrawals  and loans taken to
     date, is at least equal to the basic  guarantee  premium  requirement.  The
     basic  guarantee  premium  requirement  is equal to the total amount of all
     basic  guarantee  premiums  accumulated as of that monthly  processing day.
     This basic  guarantee will remain in effect as long as you meet the premium
     requirements,  and will  continue  until the later  of:  1.) the  insured's
     attained  age 65; or 2.) 10 years after the policy  issue  date.  The basic
     guarantee premium as of the policy issue date is shown on the data page. If
     you make a change  to your  policy  benefits  or  change  how you fund your
     policy,  this amount will change and will affect the premium  required  for
     the basic guarantee.

b.)  Extended Guarantee:  The extended guarantee is in effect provided the total
     of your net premiums on each monthly  processing  day following your policy
     issue date,  less the total of any partial  withdrawals  and loans taken to
     date, is at least equal to the extended guarantee premium requirement.  The
     extended guarantee premium  requirement is equal to the total amount of all
     extended guarantee premiums  accumulated as of that monthly processing day.
     This  extended  guarantee  will  remain  in  effect as long as you meet the
     premium  requirements,  and will  continue  until your attained age 95. The
     extended guarantee premium as of the policy issue date is shown on the data
     page.  If you make a change to your policy  benefits or change how you fund
     your policy,  this amount will change and will affect the premium  required
     for the extended guarantee.

You will be notified if the total of your net  premiums is no longer  sufficient
to keep the basic guarantee or extended guarantee in effect.

If the basic guarantee was previously in effect, you will have 61 days to pay us
sufficient  premium  in order to keep the  basic  guarantee  in  effect.  If the
extended  guarantee was  previously  in effect,  you will have 61 days to pay us
sufficient  premium to keep either the basic guarantee or extended  guarantee in
effect.

During the guarantee period, insurance charges will continue to be deducted, and
may result in a surrender  value of less than zero at the end of the period.  If
your  surrender  value is equal to or less than zero at the end of the guarantee
period, we will mail a notice of impending  termination to you at your last post
office address known to us and your grace period will begin.

6.5   What is the grace period?

You have a grace  period of 61 days  after  the  mailing  date of the  notice of
impending termination to pay us sufficient premium to keep your policy in force.

The premium due is equal to the amount  required to increase the surrender value
to zero by the end of the grace  period,  plus two months of expected  insurance
charges.

If you pay the premium due on or before the end of the 61 day grace period, your
policy  will  remain  in force as if the  amount  had been  paid on the  monthly
processing day.

If the insured dies during the grace period,  we will pay the death  proceeds to
the  beneficiary.  Any  insurance  charges due will be  deducted  from the death
proceeds.

6.6 What  happens  if the  premium  due is not paid on or before  the end of the
grace period?

If the  premium  due is not paid on or before the end of the grace  period,  all
coverage  under the policy and any rider(s)  will lapse without value at the end
of the grace  period.  However,  you may ask us to reinstate  your policy within
five years after its lapse. In order to do so, we will require the following:

a.)  your written request for reinstatement;
b.)  evidence of insurability satisfactory to us;
c.)  payment of net premium  sufficient to increase the surrender  value to zero
     as of the end of the grace  period,  plus two months of expected  insurance
     charges;  and
d.)  payment or reinstatement of any loan amount which existed at the end of the
     grace period.

The cost of insurance will be based on the  underwriting  classification  of the
reinstated policy.

The  reinstatement  will become  effective  immediately upon our approval of the
reinstatement.  If either the basic  guarantee or the extended  guarantee was in
effect at the time of lapse,  then it will  continue  in effect as if the policy
had never ended, provided you pay us sufficient premium to keep the guarantee in
effect.

SECTION  7.                         INSURANCE CHARGES

7.1 What do the insurance charges consist of and when are they deducted?

The insurance charges for this policy consist of:

a.)      the cost of insurance; plus
b.)      the cost of any riders; plus
c.)      the policy fee; plus
d.)      the administrative charge.

Insurance  charges will be deducted pro rata on each monthly  processing day. We
reserve the right to allow other methods for the deduction of insurance charges.
You will be  notified of the  availability  of any such  methods.  If an account
value is insufficient to pay its portion of the insurance charges,  such charges
will be taken on a pro rata basis from the remaining accounts.

7.2   How is the cost of insurance calculated?

The cost of insurance is calculated on each monthly  processing day. It is equal
to:

a.)      the net amount at risk; divided by
b.)      the death benefit discount factor (see data page); multiplied by
c.)      the current cost of insurance rate.

7.3 Can the current cost of insurance rate schedule change?

We may change the current  cost of  insurance  rate  schedule  from time to time
based on  changes  in  future  expectations  for  such  factors  as:  investment
earnings, mortality, persistency,  expenses, and taxes. Any change will apply to
all persons of the same age,  gender (for a policy  based on male or female cost
of insurance  rates),  plan of insurance,  and rating class,  and whose policies
have been in effect for the same length of time.  We will not change the current
cost  of  insurance  rates  because  of a  change  in the  insured's  health  or
occupation, or to recoup prior losses.

The current  cost of  insurance  rates will never be greater than those shown in
the guaranteed maximum annual cost of insurance rate table.

SECTION  8.                         PREMIUM INVESTMENT OPTIONS

8.1   What is the fixed account?

The fixed account is a non-segregated  portion of our general account. The fixed
account does not depend on the investment  performance of the variable  account.
Subject to applicable law, we have sole discretion over the investment of assets
supporting the fixed account.

8.2 What is the variable  account?

The variable  benefits  under this policy are  provided  through the CUNA Mutual
Life  Variable  Account,  which is referred  to in this  policy as the  variable
account.  The variable  account is a segregated  investment  account to which we
allocate  certain  assets  and  liabilities  related  to this  policy  and other
variable  policies.  The variable  account is registered with the Securities and
Exchange  Commission as a unit investment trust under the Investment Company Act
of 1940 (the "1940 Act").

We own the assets of the variable  account.  We value the assets of the variable
account each valuation day.

That  portion of the assets of the  variable  account  equal to the reserves and
other policy  liabilities of the policy  supported by the variable  account will
not be charged  with  liabilities  arising from any other  business  that we may
conduct.  We have the right to transfer to our general account any assets of the
variable  account  that  are  in  excess  of  such  reserves  and  other  policy
liabilities.  The income,  gains, and losses,  realized or unrealized,  from the
assets  allocated to the variable account will be credited to or charged against
the variable account, without regard to our other income, gains, or losses.

The variable  account is divided into  subaccounts.  The  subaccounts  as of the
policy issue date are shown on the data page. Each subaccount invests its assets
solely  in the  shares or units of  designated  funds of  underlying  investment
companies. The funds corresponding to the subaccounts available as of the policy
issue date are shown on the data page. Net premiums allocated and transfers to a
subaccount are invested in the fund supporting that subaccount.

8.3   Can the variable account be modified?

Subject to obtaining  approval or consent required by applicable law, we reserve
the right to:

a.)  combine the variable account with any of our other variable accounts;

b.)  eliminate  or  combine  any  subaccounts  and  transfer  the  assets of any
     subaccount to any other subaccount;

c.)  add new  subaccounts  and make such  subaccounts  available to any class of
     policies as we deem appropriate;

d.)  add new funds or remove existing funds;

e.)  substitute a different  fund for any existing fund, if shares or units of a
     fund are no  longer  available  for  investment,  or if we  determine  that
     investment in a fund is no longer appropriate;

f.)  deregister the variable account under the 1940 Act if such  registration is
     no longer required;

g.)  operate the variable account as a management  investment  company under the
     1940 Act (including  managing the variable account under the direction of a
     committee) or in any other form permitted by law;

h.)  restrict or eliminate any voting  rights of owners or other persons  having
     such rights as to the variable account; and

i.)  make any other changes to the variable  account or its operations as may be
     required by the 1940 Act or other applicable law or regulations.

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

The investment policy of a subaccount may not be changed unless:

a.)  the change is approved, if required,  by the Insurance  Commissioner of the
     State of Iowa; and

b.)  a statement  of such  approval is filed,  if required,  with the  insurance
     department of the state in which this policy is delivered.


SECTION  9.                         TRANSFER PRIVILEGE

9.1 Can you transfer values among and between the accounts?

You may  transfer  values  among and between the  accounts  while the insured is
living and before the maturity date by written request.  The transfer  privilege
allows you to:

a.)  transfer an amount up to the amount  invested in one  subaccount to another
     subaccount at any time;

b.)  transfer an amount up to the amount  invested in a subaccount  to the fixed
     account at any time except for the six month period after a transfer out of
     the fixed  account;  and

c.)  transfer  an amount out of the fixed  account at any time during the 30 day
     period beginning on and immediately following the policy anniversary.  Only
     one transfer of up to 25% of the fixed  account will be allowed each policy
     year. Transfer of amounts from the fixed account to two or more subaccounts
     occurring on the same day will be considered one transfer.

The service  fee for the  transfer,  if any, is shown on the data page.  The fee
will be deducted from the account from which the transfer is made. If a transfer
is made from more than one  account at the same time,  the fee will be  deducted
pro rata from such accounts.  If an account value is insufficient,  the fee will
be deducted pro rata from the remaining accounts.

Multiple  transfers made on the same day will be treated as one transfer for the
purpose of assessing a transfer  fee. We reserve the right to waive any transfer
restrictions,  or to limit or suspend the  transfer  privilege  for a reasonable
period of time.  Any waiver of transfer  restriction,  or limit or suspension of
the transfer privilege, will be administered in a nondiscriminatory manner.

SECTION  10.                        POLICY VALUE

10.1   What is your policy value?

Your policy  value at any time is equal to the sum of the values you have in the
fixed account, the variable account, and the loan account.

10.2     How is your fixed account value determined? Your fixed account value is
         equal to:

a.)      the amounts allocated or transferred to the fixed account; plus
b.)      interest earned; minus
c.)      any partial withdrawal or loan taken; minus
d.)      any amounts transferred to any subaccounts of the variable account.

We will credit  interest on each  monthly  processing  day on all amounts in the
fixed  account  at a rate not  less  than  4.00%.  Additional  interest  will be
credited at our discretion.

10.3 How is your variable account value determined?  Your variable account value
at the end of each valuation period is the total of your subaccount  values. The
value for each subaccount is equal to:

a.)  the  number  of  that  subaccount's  accumulation  units  credited  to you;
     multiplied by

b.)  the accumulation unit value for that subaccount at the end of the valuation
     period for which the determination is being made.


10.4 How are accumulation  unit values  determined?

The accumulation unit value for each subaccount is determined at the end of each
valuation  period and is calculated by subtracting b.) from a.) and dividing the
result by c.), where:

a.)  is the net result of:

     1.)  the net  assets of the  subaccount  attributable  to the  accumulation
          units (i.e., the aggregate value of the underlying fund shares held by
          the subaccount) as of the end of such valuation period; plus or minus

     2.)  the cumulative credit or charge with respect to any taxes reserved for
          by  us  during  the   valuation   period  which  we  determine  to  be
          attributable to the operation of the subaccount.

b.)  is the cumulative  unpaid charge for the mortality and expense risk charge.
     The  charge  for a  valuation  period is equal to the daily  charge for the
     mortality  and expense risk charge  multiplied by the number of days in the
     valuation period.

c.)  is  the  number  of  accumulation  units  outstanding  at the  end of  such
     valuation period.

For each  subaccount,  net premium or  transferred  amounts are  converted  into
accumulation  units. The number of accumulation  units credited is determined by
dividing  the dollar  amount  directed  to each  subaccount  by the value of the
accumulation  unit for that  subaccount  at the end of the  valuation  period in
which the net premium or transferred amount is received.

Cancellation of the appropriate  number of accumulation  units from a subaccount
will occur upon:

a.)      deduction of insurance charges;
b.)      a partial withdrawal or full surrender;
c.)      a policy loan;
d.)      a transfer from a subaccount;
e.)      any service fee;
f.)      payment of the death proceeds at the insured's death; or
g.)      payment of the surrender value on the maturity date.

Accumulation  units will be  canceled as of the end of the  valuation  period in
which we receive notice of or instructions regarding the event.

10.5 How is your loan account value determined?

Your loan account  value is equal to any amounts in the loan  account,  plus any
accrued loan account interest. (See Section 12.)

SECTION  11.                        PARTIAL WITHDRAWALS AND POLICY SURRENDER

11.1 What are the rules for a partial withdrawal?

You may make up to two partial  withdrawals each policy year by written request.
Written consent of all assignees or irrevocable  beneficiaries  must be obtained
prior to any partial  withdrawal.  An amount up to the policy  surrender  value,
less two  months of  insurance  charges,  may be taken as a partial  withdrawal.
Partial  withdrawals  will be  effective  as of the date we receive your written
request.  A partial  withdrawal  request  for the full  surrender  value will be
considered a full surrender of the policy.

You may specify the accounts  from which the partial  withdrawal,  including the
service fee, will be deducted.  If any account value is insufficient,  or if you
do not specify the  accounts,  the amount will be deducted  pro rata from all or
any of remaining accounts.

If death benefit Option 1 is in effect at the time of a partial withdrawal,  the
specified  amount  will be  reduced  by the  amount of the  partial  withdrawal,
including the amount of the service fee. If death benefit  Option 2 is in effect
at the time of a partial  withdrawal,  there will be no effect on the  specified
amount.

We reserve the right to decline a partial  withdrawal  request if the  remaining
specified amount would be below the minimum  specified amount necessary to issue
a new policy.

11.2 What are the rules for surrender of this policy?

You may surrender this policy for its surrender  value by written  request.  The
written consent of all assignees or irrevocable  beneficiaries  must be obtained
prior to any  surrender.  The  surrender  date of the policy will be the date we
receive your written  request.  The surrender value will be determined as of the
end of the valuation  period during which the  surrender  occurs.  The surrender
value of your policy is equal to the policy value, less any applicable surrender
charges and loan amount.

Your policy and all insurance  benefits will terminate as of the surrender date.
We may require you to return your policy to us.

11.3   What is the surrender charge?

The table of surrender charges is shown on the data page.  Surrender charges are
based on the specified  amount and the insured's age,  gender (if this policy is
based on male or female cost of insurance  rates),  rating class, and will apply
only during the first 10 policy  years.  Any increase in  specified  amount will
have its own ten year surrender charge period.

SECTION  12.                        POLICY LOANS

12.1   Are loans available?

You may borrow up to 90% of your policy value,  less any surrender  charges,  by
written  request.  This  amount  will be  reduced  by any  existing  loans  when
determining the amount  available for any additional  loans. The written consent
of all  assignees or  irrevocable  beneficiaries  must be obtained  prior to any
policy loan. Loan activity may affect any dividends payable on this policy.

You may specify  the  accounts  from which the loan will be made.  If you do not
specify the accounts,  we will deduct the amount pro rata.  The amount  borrowed
from such accounts in connection  with the loan will be  transferred to the loan
account.

12.2   What is a standard loan?

Any loan taken prior to your tenth policy anniversary will be a standard loan.

12.3   What is a preferred loan?

Any new loan you take after your tenth  policy  anniversary  will be a preferred
loan.

12.4   How will loan interest be determined?

Interest  will be  credited on the amount in the loan  account at the  effective
annual rate of 4.00%, as shown on the data page.

Interest is payable on policy loans and will accrue at the effective annual rate
determined at our discretion for standard and preferred loans, but not more than
6.00% for standard loans and 4.50% for preferred  loans.  The standard loan rate
and the  preferred  loan rate as of the policy  issue date are shown on the data
page.  Your loan  amount is equal to the sum of your  loan  principal,  plus any
accrued loan interest.

On each policy anniversary,  any difference between the loan amount and the loan
account  value  will be  transferred  pro rata to the loan  account,  unless the
difference is paid in cash.  Unpaid loan  interest,  when due, will increase the
amount of your loan.

12.5   How are policy loans repaid?

You may repay all or part of a policy  loan  during the  lifetime of the insured
and prior to the  maturity  date.  Any  policy  loans and unpaid  loan  interest
charges not repaid at the  insured's  death or at maturity are deducted from the
death or maturity proceeds.

Any amount we receive  from you will be credited to your policy as a net premium
payment,  unless  we  receive  written  request  that  the  amount  is for  loan
repayment.

A loan  repayment  will be allocated to your accounts  according to your premium
allocation percentages on file at the home office, unless you request otherwise.

SECTION 13.                         RESTRICTIONS ON POLICY

13.1 Are  there any  restrictions  on  payment  of a  partial  withdrawal,  full
surrender, or policy loan?

Generally, the amount of any full surrender,  partial withdrawal, or policy loan
will be paid to you within seven days of our receipt of your written request.

In  accordance  with state law, we reserve  the right to  postpone  payment of a
partial withdrawal, full surrender, or policy loan from the fixed account for up
to six months after we receive your written request. If payment is postponed for
more than 29 days, we will pay interest at an effective annual rate of 4.00% for
the period of postponement.

We  reserve  the  right  to  postpone  payment  of a  partial  withdrawal,  full
surrender, or policy loan from the variable account for any period when:

a.)  the New York Stock  Exchange  is closed  other than  customary  weekend and
     holiday closing;

b.)  trading on the Exchange is restricted;

c.)  an  emergency  exists  as a  result  of  which  it  is  not  reasonable  or
     practicable  to  dispose  of  securities  held in the  variable  account or
     determine their value; or

d.)  the Securities and Exchange  Commission permits delay for the protection of
     security holders.

The applicable  rules of the Securities and Exchange  Commission shall govern as
to whether the conditions in b.) and c.) exist.

SECTION  14.                        DEATH BENEFIT

14.1 What is the death benefit amount provided by your policy?

The death  benefit  amount is based on your  specified  amount and death benefit
option.  Your  specified  amount and death benefit option as of the policy issue
date are shown on the data page.

14.2   What are the death benefit options?

Your policy offers two death benefit options:

a.)  Option 1 (Level). As your policy value increases, the pure insurance amount
     decreases,  such that the total death benefit remains level.  For Option 1,
     the death benefit amount is equal to the greater of:

     1.)  the specified amount; or

     2.)  the policy value as of the insured's date of death,  multiplied by the
          death benefit percentage factor.

b.)  Option 2  (Variable).  As your policy value  increases,  your death benefit
     increases.  The pure  insurance  amount  remains  equal  to your  specified
     amount. For Option 2, the death benefit amount is equal to the greater of:

     1.)  the specified amount plus the policy value; or

     2.)  the policy value as of the insured's date of death,  multiplied by the
          death benefit percentage factor.

14.3 What is the death benefit  percentage  factor?

The death  benefit  percentage  factor is used to ensure that the death  benefit
amount  paid is at least the  minimum  amount  required  to be  treated  as life
insurance  under the Internal  Revenue Code. The factors used in calculating the
death benefit are shown below.

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

If your maturity date is extended (see Section 3), the death benefit  percentage
factor will be equal to 1.01 on the policy  anniversary  at the insured's age 95
and will remain at 1.01 to the new maturity  date. On the new maturity date, the
death benefit percentage factor will be equal to 1.00.

14.4 Can you change your death benefit option?

You may change your death  benefit  option at any time by written  request.  The
written consent of all assignees or irrevocable  beneficiaries  must be obtained
prior to the  change.  The change will become  effective  on the next  occurring
monthly  processing  day after we receive your written  request.  We may require
evidence of insurability.

If  Option 1 is  changed  to Option 2, your  current  specified  amount  will be
reduced by an amount  equal to your policy  value on the  effective  date of the
change.

If  Option 2 is  changed  to Option 1, your  current  specified  amount  will be
increased by an amount equal to your policy value on the  effective  date of the
change.

14.5 Can you change your specified amount?

You may change your specified  amount at any time after the first policy year by
written   request.   The  written   consent  of  all  assignees  or  irrevocable
beneficiaries  must be obtained  prior to the change.  The effective date of the
change will be shown on an  endorsement  to the data page. Any change is subject
to the following conditions:

a.)     Decreases - We reserve the right to require  that the  specified  amount
        after any decrease be at least the minimum specified amount necessary to
        issue a new policy.  For purposes of determining cost of insurance,  any
        decrease in  specified  amount will reduce such amount in the  following
        order:

     1.)  the  specified  amount  provided by the most recent  increase  will be
          reduced;
     2.)  the next most recent increases will be reduced in succession; and
     3.)  the initial specified amount will be reduced last.

b.)     Increases - A supplemental application must be completed,  with evidence
        of insurability satisfactory to us, on any increase in specified amount.
        All policy  provisions  relating  to the policy  effective  date will be
        applied to the increase in specified  amount as if a new policy had been
        issued for that amount as of the effective date of the increase.  We may
        require you to pay the premium  amount  necessary  to issue a new policy
        for the amount of the increase.

        Additional   surrender   charges,   cost  of  insurance   charges,   and
        administrative  charges  will  apply  corresponding  to  the  amount  of
        increase.  However,  no additional charges will apply if the increase in
        specified  amount  occurred  solely  due to a change  in  death  benefit
        option.  These additional charges will be shown on an endorsement to the
        data page.

        A service  fee,  as shown on the data page,  will be  assessed  for an
        increase in the specified amount.

SECTION  15.                        PAYMENT OF PROCEEDS

15.1   When are proceeds payable?

Death  proceeds  are  payable  while this policy is in force in the event of the
insured's death. Maturity proceeds are payable in the event the insured is still
living on the maturity date.

15.2   What are the death proceeds?

         The death proceeds are equal to the following amounts:

a.)  the death benefit amount on the date of death (See Section 14); plus
b.)  any premiums received after the date of death; minus
c.)  any partial withdrawals taken after the date of death; minus
d.)  any insurance charges due if the insured dies during a grace period; minus
e.)  any loan amount.

15.3   How will death proceeds be paid?

The death  proceeds  will be payable to the  beneficiary  when we receive  proof
satisfactory  to us that the insured died while this policy was in force.  Death
proceeds  will be paid in a single  sum,  unless a  settlement  option  has been
selected. (See Section 17.)

We will pay  interest  on single  sum death  proceeds  from the date we  receive
satisfactory  proof of  death  (or from  the  date of the  insured's  death,  if
required by law) until the date of payment.  Interest  will be paid at an annual
rate determined by us, but never less than the rate required by law.

15.4   What are the maturity   proceeds?

The maturity proceeds are equal to the surrender value.

15.5   How will maturity proceeds be paid?

The maturity  proceeds will be paid in a single sum, unless a settlement  option
has been selected. (See Section 17.)

SECTION 16.                         BENEFICIARY

16.1 To whom will we pay the death proceeds?

We will pay the death  proceeds of this policy to the  beneficiary  as stated in
the  application,  unless  later  changed  as  allowed  by  this  policy.  If no
beneficiary is stated,  the beneficiary will be the insured's spouse, if living,
otherwise the insured's estate.

There are different  classes of  beneficiaries  called  primary and  contingent.
These classes set the order of payment.  There may be more than one  beneficiary
in a class.  Beneficiaries  in the same class will receive equal payments unless
we have written instructions to the contrary.

16.2 What if a beneficiary dies before the insured?

Only a  beneficiary  who  outlives  the insured is eligible to receive the death
proceeds.  If no primary  beneficiary  outlives the insured,  the death proceeds
will  be  paid  to the  contingent  beneficiary.  If no  primary  or  contingent
beneficiary  outlives the insured, we will pay the death proceeds of this policy
to you, the owner, if living, otherwise to your estate.

16.3   Can you change the beneficiary?

You may change the beneficiary during the insured's lifetime by written request.
The  written  consent of all  assignees  or  irrevocable  beneficiaries  must be
obtained prior to the change.

Your  written  request  will not be  effective  until it is recorded in our home
office.  After it has been  recorded,  it will  take  effect  as of the date you
signed the request.  However, we will not be responsible for any payment made or
other action taken before we record the request.

SECTION  17.                        SETTLEMENT OPTIONS

17.1 What are the requirements for selecting a settlement option?

You may select a settlement option during the insured's  lifetime for payment of
death proceeds. You may also select a settlement option upon policy surrender or
maturity. The written consent of all assignees or irrevocable beneficiaries must
be obtained prior to the selection. A beneficiary may select a settlement option
only after the insured's  death.  However,  you may provide that the beneficiary
will not be permitted to change a settlement option you have selected.

Any person who selects a settlement option may name a successor payee to receive
any remaining  guaranteed payments due after the death of the payee. If the last
surviving payee dies before all the guaranteed  payments have been made, we will
pay the  present  value of the  remaining  payments  in one sum to that  payee's
estate.  The present  value will be based on the rate of interest for the option
selected.

For a policy based on male or female cost of insurance rates, we may require due
proof of the age and gender of any payee who is to receive a life income.  For a
policy based on blended cost of insurance rates, we may require due proof of the
age of any  payee  who is to  receive  a life  income.  The  basis  for  cost of
insurance rates is shown on the data page.

17.2   What are the available settlement options?

There are four settlement options available for payment of policy proceeds. They
are described below. Other payment options may be available with our consent.

For Option 1, the minimum amount which can be applied is $2,500.  If the monthly
interest  payment  for Option 1 is less than $25,  we  reserve  the right to pay
interest  annually.  For all other  options,  the  minimum  amount  which can be
applied is the greater of $2,500,  or the amount  required to provide an initial
monthly payment of $25.

Option 1 - Interest  Option.  We will pay interest on the proceeds which we will
hold as a principal  sum during the lifetime of the payee.  The payee may choose
to  receive  interest  payments  either  once a year  or once a  month.  We will
determine the effective  rate of interest from time to time,  but it will not be
less than an effective annual rate of 4.00%.

Option 2 - Installment  Option.  We will pay equal monthly payments for a chosen
number of years,  not less than 5 nor more than 30. If the  original  payee dies
before payments have been made for the chosen number of years: a.) payments will
be continued for the remainder of the period to the successor  payee; or b.) the
present value of the remaining  payments,  computed at the interest rate used to
create the Option 2 rates,  will be paid to the  successor  payee or to the last
surviving payee's estate, if there is no successor payee.

The Option 2 rates  shown in Section  18 are based on 4.00%  interest  per year.
Additional  interest,  if any, will be payable as we may determine  from time to
time.

Option 3 - Life Income - Specified Guarantee Period Certain. We will pay monthly
payments for as long as the payee lives.  If the original  payee dies before all
of the payments have been made for the specified  guaranteed period certain: a.)
payments will be continued during the remainder of the guaranteed period certain
to the successor  payee;  or b.) the present  value of the  remaining  payments,
computed at the interest rate used to create the Option 3 rates, will be paid to
the successor  payee or to the last  surviving  payee's  estate,  if there is no
successor payee.

The specified guaranteed period certain choices are:

a.)      0 years (life income only);
b.)      10 years; or
c.)      20 years;

Dividends, if any, will be payable as determined by us.

Option 4 - Joint and Survivor Life Income - 10 Year  Guaranteed  Period Certain.
We will pay monthly  payments  for as long as either of the  original  payees is
living. If, at the death of the second surviving payee,  payments have been made
for less than 10 years:  a.) payments will be continued  during the remainder of
the guaranteed  period certain to the successor  payee; or b.) the present value
of the  remaining  payments,  computed at the  interest  rate used to create the
Option 4 rates,  will be paid to the  successor  payee or to the last  surviving
payee's estate, if there is no successor payee.

Dividends, if any, will be payable as determined by us.

17.3   How will payments be determined?

The dollar  amount of each fixed  payment  will be  determined  by dividing  the
amount  applied  by  $1,000,  and  multiplying  the  result  by  the  applicable
settlement option rate.

SECTION  18.                        OPTION TABLES

18.1 What rates will be used to determine payment values for Option 2?
The rates  below  will be used to  determine  the dollar  amount of the  monthly
payments for Option 2. The rates show the dollar amount of each monthly  payment
for each $1,000  applied.  Rates for years payable not shown,  if allowed by us,
will be calculated on an actuarially equivalent basis and will be available upon
request.

Option 2.  Rates - First Payment Due at Beginning of Period.

    Years                               Monthly Payment Payable Under
   Payable                            Option 2 for each $1,000 Applied
   -------                            --------------------------------

       10                                          10.06
       15                                           7.34
       20                                           6.00
       25                                           5.22
       30                                           4.72

18.2 What rates will be used to  determine  payment  values for Options 3 and 4?

The age adjustment table below and following rates will be used to determine the
dollar amount of the monthly payments for Options 3 and 4.

The  male/female  life income rates for Options 3 and 4 are based on the payee's
adjusted age and gender.  The blended life income rates are based on the payee's
adjusted  age.  The life  income  rates for this policy are based on the cost of
insurance  rate type as shown on the data page.  The adjusted age is the payee's
age last birthday plus the age adjustment  shown in the table below.  The policy
years  elapsed  are from the  policy  issue  date to the  effective  date of the
option. Any partial policy year is considered as a full policy year.

    Contract Years Elapsed                    Age Adjustment
             1-10                                    +3
            11-20                                    +2
            21-30                                    +1
              +31                                     0

The  following  rates show the dollar  amount of each  monthly  payment for each
$1,000  applied.  The rates are based on the  1983A  Mortality  Tables  and with
compound  interest at the effective  rate of 4.00% per year.  Rates for adjusted
ages and  guaranteed  periods  certain  not shown,  if  allowed  by us,  will be
calculated  on an  actuarially  equivalent  basis  and  will be  available  upon
request.

Option 3. Life Income Rates - Guaranteed  Period  Certain - First Payment Due at
Beginning of Period.


                          Male/Female Life Income Rates
                               Per $1,000 Applied

<TABLE>
<CAPTION>

                               Adjusted Age - Male
Years  55    56    57    58    59    60    61    62    63    64    65    66    67    68    69    70    71    72    73    74    75
<S>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
  0   5.29  5.39  5.49  5.61  5.73  5.86  6.00  6.16  6.32  6.49  6.68  6.88  7.09  7.31  7.56  7.82  8.09  8.39  8.71  9.05  9.41
 10   5.20  5.29  5.38  5.48  5.59  5.70  5.82  5.95  6.08  6.21  6.35  6.50  6.65  6.81  6.97  7.14  7.31  7.48  7.65  7.83  8.00
 20   4.94  5.00  5.06  5.12  5.18  5.24  5.31  5.37  5.43  5.48  5.54  5.59  5.64  5.69  5.73  5.77  5.81  5.84  5.87  5.89  5.91


                              Adjusted Age - Female
Years  55    56    57    58    59    60    61    62    63    64    65    66    67    68    69    70    71    72    73    74    75
<S>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
 0    4.84  4.92  5.00  5.09  5.19  5.29  5.40  5.52  5.65  5.78  5.92  6.08  6.24  6.42  6.61  6.81  7.04  7.28  7.54  7.83  8.14
10    4.80  4.87  4.95  5.03  5.12  5.22  5.32  5.42  5.53  5.65  5.77  5.90  6.04  6.19  6.34  6.50  6.67  6.84  7.02  7.21  7.40
20    4.67  4.73  4.79  4.85  4.91  4.98  5.05  5.11  5.18  5.25  5.32  5.39  5.45  5.51  5.58  5.63  5.69  5.73  5.78  5.82  5.85


                            Blended Life Income Rates
                               Per $1,000 Applied


                             Adjusted Age - Blended
Years  55    56    57    58    59    60    61    62    63    64    65    66    67    68    69    70    71    72    73    74    75
<S>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
  0   4.93  5.01  5.10  5.20  5.30  5.41  5.52  5.65  5.78  5.92  6.07  6.24  6.41  6.60  6.80  7.01  7.25  7.50  7.77  8.07  8.39
 10   4.88  4.96  5.04  5.13  5.22  5.32  5.42  5.53  5.65  5.77  5.89  6.03  6.17  6.32  6.47  6.63  6.80  6.98  7.16  7.34  7.53
 20   4.73  4.79  4.85  4.91  4.97  5.04  5.10  5.17  5.24  5.30  5.37  5.43  5.50  5.56  5.61  5.67  5.71  5.76  5.80  5.84  5.87


</TABLE>

Option 4. Life Income Factors - Joint and Survivor - 10 Year  Guaranteed  Period
Certain - First Payment Due at Beginning of Period.


<TABLE>
<CAPTION>

               Male/Female  Life Income Rates                                   Blended Life Income Rates
                  Per 1,000 Applied                                            Per $1,000 Applied


Adjusted                                                                     Adjusted
   Age               Adjusted Age - Female                                      Age              Adjusted Age - Blended
  Male           55        60        65       70       75                     Blended     55      60       65       70      75
<S>            <C>       <C>       <C>      <C>      <C>                      <C>       <C>     <C>       <C>      <C>     <C>
    55          4.44      4.62      4.79     4.93     5.05                     55        4.39    4.52      4.64     4.73    4.80
    60          4.55      4.79      5.03     5.25     5.44                     60        4.52    4.72      4.90     5.05    5.17
    65          4.64      4.93      5.25     5.58     5.88                     65        4.64    4.90      5.16     5.41    5.61
    70          4.70      5.04      5.45     5.89     6.33                     70        4.73    5.05      5.41     5.77    6.11
    75          4.75      5.12      5.59     6.14     6.74                     75        4.80    5.17      5.61     6.11    6.60

</TABLE>

                                                        Policy Number: 123456789
- -------------------------------------------------------------------------------
                            GUARANTEED MAXIMUM ANNUAL
- -------------------------------------------------------------------------------
                          COST OF INSURANCE RATE TABLE


            FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

OWNER(S):   John Doe                              SPECIFIED AMOUNT:  $50,000

INSURED:   John Doe                               RATING:  Standard Tobacco

ISSUE DATE:       January 15, 2000                ISSUE AGE:  35

MATURITY DATE:  January 15, 2060                  GENDER:  Male

DEATH BENEFIT:  Option 1                          COST OF INSURANCE RATES:  Male

The rates  shown are annual  rates in dollars  per  $1,000.  The annual  cost of
insurance rate we charge will never be more than the  guaranteed  maximum annual
rates shown below.  Monthly cost of insurance  calculations will use one-twelfth
of these rates.

          Age                Rate              Age             Rate

           35                 2.72           68                48.39
           36                 2.92           69                52.35
           37                 3.17           70                56.72
           38                 3.45           71                61.63
           39                 3.77           72                67.18
           40                 4.14           73                73.33
           41                 4.54           74                80.07
           42                 4.98           75                87.27
           43                 5.46           76                94.63
           44                 5.99           77               102.02
           45                 6.55           78               109.49
           46                 7.13           79               117.30
           47                 7.76           80               125.71
           48                 8.44           81               134.96
           49                 9.18           82               145.21
           50                10.00           83               156.29
           51                10.93           84               167.83
           52                11.98           85               179.44
           53                13.17           86               190.84
           54                14.47           87               202.54
           55                15.86           88               214.73
           56                17.33           89               226.85
           57                18.88           90               239.08
           58                20.51           91               251.80
           59                22.26           92               266.55
           60                24.21           93               285.47
           61                26.41           94               311.27
           62                28.89
           63                31.66
           64                34.69
           65                37.90
           66                41.26
           67                44.74





            FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY




               Flexible Premium Variable Universal Life Insurance
                            Adjustable Death Benefit
        Flexible Premiums Payable During Lifetime of Insured Until Age 95
        Death Benefit Payable at Death of Insured Prior to Maturity Date
                                  Participating




                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     2000 Heritage Way, Waverly, Iowa 50677
                            Telephone: (319) 352-4090

                                 EXHIBIT 5a(i)

Form 1668

ACCELERATED BENEFIT OPTION ENDORSEMENT

This  endorsement  is a  part  of  the  policy  to  which  it is  attached.  All
definitions,  provisions and exceptions of the policy apply to this endorsement,
unless  changed  by this  endorsement.  This  endorsement  applies to Your basic
policy and any attached  life  insurance  riders.  If We pay You an  accelerated
benefit,  the  applicable  cash  values,  loan values and death  benefit will be
reduced.

BENEFIT  PAYMENTS  UNDER THIS  ENDORSEMENT  MAY BE TAXABLE.  CONSULT
YOUR TAX ADVISOR.

                                   DEFINITIONS

"INSURED"  means the person who is covered for benefits  under the policy or any
life insurance riders to which this endorsement is attached.

"DOCTOR" means a physician  having the  designation  Doctor of Medicine  (M.D.),
excluding You, the Insured, or a member of Your family or the Insured's family.

"HOME  OFFICE"  means  Century Life of America,  2000  Heritage Way,
Waverly, Iowa, 50677.

"TERMINAL  ILLNESS"  means a  non-correctable  medical  condition  in which  the
Insured's  life  expectancy is no more than twelve (12) months,  as certified in
writing by a Doctor.

"WE, OUR, US" means Century Life of America.

"YOU, YOUR" means the owner of this policy.

                                     BENEFIT

If You so elect,  We will pay a portion of the eligible death proceeds to You if
the  Insured  has a  Terminal  Illness,  according  to the  provisions  of  this
endorsement.

Eligible death proceeds refers to:

1. The amount of  insurance  payable  upon the death of the  Insured;  or
2. The amount of insurance payable one (1) year from the date We
   receive a written request to exercise this option, if less; or
3. The amount of insurance,  not including  the  accumulated  value,
   for a  Flexible  Premium  Adjustable  Life  Insurance  Policy  or
   Flexible Premium Variable Life Insurance Policy; and
4. Includes any paid up additions, other than one year term additions.

In order to be considered eligible:

1. The coverage must be in force other than as extended term insurance.
2. The coverage  must have more than two years until its maturity or  expiration
   date,  from the date written  notification  is received at the Home Office of
   Your request to exercise this benefit option.

                           ACCELERATED BENEFIT AMOUNT

The  Acceleration  Amount  is  the  portion  of the  eligible  death
proceeds which You elect to apply under this option.
The  total  Acceleration  Amount  on all  Century  Life  of  America
policies must be at least $5,000 and may not exceed the lesser of:

1. 50% of the eligible death proceeds on the life of the Insured; or
2. $250,000.

    This benefit option may be exercised no more than two times.

<PAGE>


                                PAYABLE PROCEEDS

The term Payable  Proceeds  means the amount paid if You elect to exercise  this
benefit option.  We will discount  (reduce) the Acceleration  Amount assuming an
interest  rate equal to the lesser of: 8%, or the  applicable  federal  interest
rate determined under Section 846(c)(2) of the Internal Revenue Service Code. In
calculating the Payable Proceeds, We will also consider (if they apply):

1. The total of any  outstanding  policy loans plus loan interest on
   all such policy loans;
2. Expected future premiums or costs of insurance;
3. Expected future dividends; and
4. An administrative fee of $300.

The Payable  Proceeds  will be paid  either as a lump sum,  or in equal  monthly
payments for a fixed period. The minimum monthly payment is $500 and the maximum
fixed period is twelve months.

If the Insured dies before all monthly  payments have been made, We will pay the
present value of the remaining payments to the beneficiary. The present value of
the remaining  payments will be calculated  using the same interest rate as that
used to determine the monthly payments.

                              CONDITIONS OF PAYMENT

Payment of this benefit is subject to the following conditions:

1. You must provide proof,  satisfactory  to Us, that the Insured has a Terminal
   Illness.  Satisfactory  proof will include a written statement from a Doctor,
   which must be received at the Home Office.
2. We have the right to require, at Our expense, that the Insured be examined by
   a Doctor of Our choosing in order to verify the diagnosis and prognosis.
3. Any assignee,  irrevocable  beneficiary or other party with ownership  rights
   must consent to payment of this benefit.

                                     GENERAL

The effective  date of this  endorsement  is the same as that of the policy,  to
which it is attached.

This endorsement  allows for the accelerated  payment of death benefit proceeds,
which would otherwise be payable to Your beneficiary. This is not meant to cause
You to involuntarily  be required to access and exhaust these benefits.  You may
not access this benefit if:

1. You are required by law to use this benefit to meet the claims of  creditors,
whether in bankruptcy or otherwise; or

2. You are required by a government agency to use this benefit in order to apply
for, obtain, or otherwise keep a government benefit or entitlement.

                                EFFECT ON POLICY

After this option is  exercised,  the  applicable  policy  values and amounts of
insurance  will be  reduced by the  Acceleration  Percentage.  The  Acceleration
Percentage is equal to the  Acceleration  Amount  divided by the Eligible  Death
Proceeds.  The new premiums or cost of insurance on the remaining  coverage will
be those which would have applied if  originally  issued at the reduced  amount.
Any insurance not included in the  calculation of the Payable  Proceeds will not
be  affected.  We will send You  information  showing the new premium or cost of
insurance, policy values and amount of insurance.


<PAGE>

                                   TERMINATION

This endorsement will terminate on the earliest of:
1. The date any premium on this policy remains in default at the
   end of the grace period; or
2. The date this policy terminates or matures; or
3. The date We receive Your written notification at the Home Office
   to terminate this endorsement; or
4. The Insured's death.

CUNA Mutual Life Insurance Company
   A Mutual Insurance Company

/s/  Michael B. Kitchen

                                 EXHIBIT 5a(ii)
99-ADB-RV1
              ACCIDENTAL DEATH BENEFIT RIDER

RIDER SECTION 1.     GENERAL INFORMATION

1.1  What is our agreement with you?

Our agreement with you includes this rider and its application, as a part of the
policy to which it is attached. The provisions of the policy apply to this rider
unless they conflict with the rider. If there is a conflict, the rider provision
will  apply.  The issue  date for this  rider is shown on the  accidental  death
benefit annual cost of insurance rate table.

We promise to provide the proceeds described in this rider as long as the policy
and this rider are in force and all the terms and  conditions  of this rider are
met.

1.2 What is the benefit provided by this rider?

This rider provides accidental death benefit insurance on the life of the person
named as insured under this policy.

1.3   Can this rider be contested?

We relied on statements  made in the  application  when we issued this rider. In
the absence of fraud,  we will accept the statements  made in the application or
reinstatement  application to be representations and not warranties.  Statements
made in the application or reinstatement application will not be used to contest
this rider or  challenge  a claim  under this rider  unless  that  statement  is
material.

A statement is material if, based on correct and complete information,  we would
have:

a.)  denied coverage;
b.)  issued the rider at a higher cost of  insurance  rate; or
c.)  issued the rider on some other basis than applied for.

If this rider is void as a result of a contest, the cost you paid for this rider
will be refunded to you.

1.4 When does this rider become incontestable?

This rider is  incontestable  after it has been in force  during  the  insured's
lifetime for two years from its issue date. If this rider is  reinstated,  it is
incontestable  after it has been in force during the insured's  lifetime for two
years from the date of its  reinstatement.  If reinstatement  occurs,  it may be
contested on the basis of statements made in the reinstatement application.

1.5 When will this rider terminate?

This rider will terminate on the earliest of:

a.)  the death of the insured;
b.)  the lapse or termination of the policy;
c.)  the policy anniversary at the insured's age 70; or
d.)  the date you  choose  to end this  rider.  You may end
     it by written request.


RIDER SECTION 2.     RIDER INSURANCE CHARGES

2.1 What is the cost of this rider?

The cost of this rider is paid as part of the  insurance  charges for the policy
to which it is  attached.  The cost for this  rider is  payable  until the rider
terminates.  The cost of  insurance  rates  are  shown on the  accidental  death
benefit annual cost of insurance rate table.

RIDER SECTION 3.     RIDER SPECIFIED AMOUNT

3.1 What is the  specified  accidental  death  benefit  amount  provided by this
 rider?

The  rider  specified  amount  is  shown  on the  policy  data  page  and on the
accidental death benefit annual cost of insurance rate table.

RIDER SECTION 4.     RIDER ACCIDENTAL DEATH PROCEEDS

4.1 When are rider accidental death proceeds payable?

Rider  accidental death proceeds are payable while this rider is in force in the
event of the  insured's  accidental  death due to injury.  We will pay the rider
specified amount in addition to the death proceeds of the policy if:

a.)  the insured's death:
     1.)  is a direct result of accidental  bodily  injury,  independent  of all
          other causes; and
     2.)  occurs within 90 days of the injury;

b.)  both injury and death occur:
     1.)  on or after the insured reaches the age of four weeks;
     2.)  before the policy anniversary at the insured's age 70; and
     3.)  while the policy and rider are in force; and

c.)  we receive  satisfactory  proof of the insured's death
     due to accidental bodily injury.

4.2 What is the amount of accidental  death benefit  insurance  provided by this
 rider?

The rider accidental death proceeds will be the sum of the following amounts:

a.)  the rider specified amount; plus
b.)  the rider cost paid  beyond  the month in which  death
     by accidental injury occurs; minus
c.)  any rider cost due.

 If the insured dies before  reaching the age of one year, the accidental  death
 proceeds will be one-half of the rider specified amount.

 If the death of the insured occurs during a grace period, the insurance charges
 for the policy will be deducted from the rider accidental death proceeds.

4.3   How will the rider accidental death proceeds be paid?

The rider  accidental  death  proceeds  will be payable to the  beneficiary,  as
stated in the application for this rider, when we receive proof  satisfactory to
us that the insured died while this rider was in force as a result of accidental
bodily  injury.  If no  beneficiary  is named,  the proceeds will be paid to the
insured's  spouse,  if living,  otherwise to the insured's  estate.  Rider death
proceeds will be paid according to the provisions of the policy.

RIDER SECTION 5.     LIMITATIONS

5.1 Are there any limitations to this rider benefit?

Accidental  death benefit rider proceeds will not be payable if the insured dies
as a result of any of the following causes:

a.)  death by suicide, whether sane or insane;
b.)  death by intentionally self-inflicted injuries;
c.)  death  by  injuries   sustained  while  committing  an
     assault or felony;
d.)  death by injuries  sustained while  participating in a
     riot or revolt;
e.)  death by injuries  sustained while in military service
     during  a time of  declared  or  undeclared  war,  and
     while  outside of the United  States,  the District of
     Columbia, or the Dominion of Canada;
f.)  death by  injuries  caused  by an act of  declared  or
     undeclared war;
g.)  death by  injuries  sustained  while  traveling  in or
     descending  from any kind of  aircraft  if the insured
     is:
     1.)  a pilot, student pilot, flight instructor,  member of the crew, or has
          other duties related to the flight of the aircraft;
     2.)  participating in flight training;
     3.)  sky diving from any kind of aircraft; or
     4.)  aboard  an  aircraft  which  is being  used  primarily  for  training,
          instruction, testing, or experimental purposes.

CUNA Mutual Life Insurance Company
    A Mutual Insurance Company

/s/  Michael B. Kitchen

      President


- -----------------------------------------------------------
                            ACCIDENTAL DEATH BENEFIT
- -----------------------------------------------------------
            ANNUAL COST OF INSURANCE RATE TABLE


              ACCIDENTAL DEATH BENEFIT RIDER


INSURED:  John Doe                           RATING: Standard Tobacco

ISSUE DATE:  January 15, 2000                ISSUE AGE: 35

EXPIRATION DATE:  January 15, 2035           GENDER: Male

SPECIFIED AMOUNT:  $50,000                   COST OF  INSURANCE RATES:   Male


The rates shown are annual rates per $1,000 of accidental death benefit. Monthly
rates are one-twelfth of the annual rates.


     Age          Rate          Age          Rate

      0           .59           35             .69
      1           .59           36             .70
      2           .57           37             .71
      3           .55           38             .72
      4           .53           39             .73
      5           .51           40             .74
      6           .49           41             .75
      7           .47           42             .77
      8           .46           43             .79
      9           .46           44             .81
     10           .46           45             .83
     11           .48           46             .85
     12           .49           47             .87
     13           .54           48             .88
     14           .64           49             .90
     15           .77           50             .91
     16           .83           51             .92
     17           .88           52             .94
     18           .92           53             .96
     19           .94           54             .99
     20           .95           55            1.02
     21           .96           56            1.06
     22           .94           57            1.10
     23           .89           58            1.14
     24           .84           59            1.18
     25           .79           60            1.22
     26           .75           61            1.28
     27           .71           62            1.33
     28           .68           63            1.40
     29           .68           64            1.47
     30           .67           65            1.54
     31           .67           66            1.61
     32           .67           67            1.69
     33           .68           68            1.77
     34           .68           69            1.86


                                EXHIBIT 5a(iii)
99-CIR-RV1
                           CHILDREN'S INSURANCE RIDER

RIDER SECTION 1.     GENERAL INFORMATION

1.1  What is our agreement with you?

Our agreement with you includes this rider and its application, as a part of the
policy to which it is attached. The provisions of the policy apply to this rider
unless they conflict with the rider. If there is a conflict, the rider provision
will apply.  The issue date for this rider is shown on the insured  child annual
cost of insurance rate table.

We  promise  to pay the  death  proceeds  of this  rider and  provide  all other
benefits  described  in this  rider as long as the  policy and this rider are in
force.

1.2 What is the benefit provided by this rider?

This rider  provides  monthly  renewable  term life insurance on the life of any
insured child and continues until the policy  anniversary at the insured child's
age 23.

1.3 Who is the insured child under this rider?

The insured child under this rider is any child,  stepchild,  or legally adopted
child of the person  insured  under the policy to which this rider is  attached.
Any child born or legally  adopted on or before the date of application  must be
living,  named in the application,  and under age 18 on the date of application.
Any child born alive to, or legally  adopted  by, the person  insured  under the
policy to which this rider is  attached  after the date of  application  will be
insured.  Legal  adoption must occur prior to the child's age 18. Written notice
of the  addition of a child or children to this rider should be sent to our home
office.

Although  only a single copy of this rider is  included  with this  policy,  the
benefit provided by this rider applies to each insured child.

1.4  Can this rider be contested?

We relied on statements  made in the  application  when we issued this rider. In
the absence of fraud,  we will accept the statements  made in the application or
reinstatement  application to be representations and not warranties.  Statements
made in the application or reinstatement application will not be used to contest
this rider or  challenge  a claim  under this rider  unless  that  statement  is
material.

A statement is material if, based on correct and complete information,  we would
have:

a.)  denied coverage;
b.)  issued the rider at a higher cost of  insurance  rate;
     or
c.)  issued  the rider on some  other  basis  than  applied
     for.

If this rider is void as a result of a contest, the cost you paid for this rider
will be refunded to you.

1.5 When does this rider become incontestable?

This  rider is  incontestable  after it has been in  force  during  the  insured
child's lifetime for two years from its issue date. If this rider is reinstated,
it is  incontestable  after it has  been in force  during  the  insured  child's
lifetime  for two years  from the date of its  reinstatement.  If  reinstatement
occurs, it may be contested on the basis of statements made in the reinstatement
application.


1.6 What if the insured child's age has been misstated?

If any  insured  child's  age has been  misstated,  the amount  payable  will be
adjusted to reflect the correct age.

If this rider would have ended at an earlier date, we will refund the rider cost
paid beyond the correct rider termination date, without interest.  If this rider
would not have been  issued,  it will be deemed void from the start.  It will be
treated as if it had not been  issued and any rider cost paid will be  refunded,
without interest.

1.7   Is there a suicide exclusion?

Suicide by an insured  child,  whether sane or insane,  within two years of this
rider's  issue date or  reinstatement  date is not covered by this rider.  If an
insured  child dies by suicide  during  this two year  period,  we will  refund,
without  interest,  any rider cost paid for the period of time during  which the
child was the only insured child covered under this rider.

1.8 When will this rider terminate?

This rider will terminate on the earliest of:

a.)  the lapse or termination of the policy;
b.)  the rider  anniversary at age 65 of the person insured
     under the policy to which this rider is attached; or
c.)  the date you  choose  to end this  rider.  You may end
     it by written request.

RIDER SECTION 2.     RIDER INSURANCE CHARGES

2.1 What is the cost of this rider?

The cost of this rider is paid as part of the  insurance  charges for the policy
to which it is  attached.  The cost for this  rider is  payable  until the rider
terminates.

2.2 How is the cost for this rider determined?

The cost for this rider is based on the cost of insurance  rate schedule and the
rider specified amount.

RIDER SECTION 3.     RIDER SPECIFIED AMOUNT

3.1 What is the specified death benefit amount provided by this rider?

The rider  specified  amount is shown on the policy data page and on the insured
child annual cost of insurance rate table.

The specified amount is based on the number of units of children's insurance.

RIDER SECTION 4.     RIDER DEATH PROCEEDS

4.1 When are rider death proceeds payable?

Rider death  proceeds  are payable  while this rider is in force in the event of
the insured child's death. The insured child's death must occur on or before the
policy anniversary at the insured child's age 23.

4.2   What are the rider death proceeds?

The rider death proceeds will be the rider specified  amount based on the age of
the insured child, as follows:

a.) live birth to age 15 days (360 hours).................$250 per unit

b.) age 15 days to age 6 months...........................$500 per unit

c.)  age 6  months  to  the  policy  anniversary
     at  the  insured  child's  age 23..................$1,000 per unit



If the death of any insured child occurs  during a grace  period,  the insurance
charges for the policy will be deducted from the rider death proceeds.

4.3 How will the rider death proceeds be paid?

The rider death  proceeds will be payable to the  beneficiary,  as stated in the
application  for this rider,  when we receive proof  satisfactory to us that the
insured child died while this rider was in force. The insured child's death must
occur on or before the policy  anniversary at the insured  child's age 23. Rider
death proceeds will be paid according to the provisions of the policy.

4.4 Is there a paid-up  benefit upon the death of the person  insured  under the
 policy to which this rider is attached?

If the person  insured  under the policy to which this rider is  attached  dies,
this rider  terminates and no further  premium  payments will be required.  Each
insured  child will then be issued and become owner of a paid-up term  insurance
policy.  The paid-up term  insurance  will be the same amount as provided  under
this rider as if this  rider had not  terminated.  The  paid-up  insurance  will
expire on the date which would have been the policy  anniversary  at the insured
child's age 23.

The paid-up term insurance has cash value. The cash value at any time will equal
the then present value of future benefits provided to each insured child.  These
present values are based on the CSO Mortality Table then in effect, assuming:

a.)  interest at 4.5% per year compounded annually;
b.)  death benefits payable immediately upon death; and
c.)  ages as determined on a last birthday basis.

A statement of such cash values will be furnished upon request.

The cash value of the paid-up term  insurance may be  surrendered at any time by
written request.

RIDER SECTION 5.     CONVERSION PRIVILEGE

5.1 Can this rider be converted to a new policy?

The  insurance  coverage  provided  by this  rider on an  insured  child  may be
converted to a new policy while this rider is in force provided:

a.)  your written  request is made for an insured  child on
     the policy  anniversary  at the  insured  child's  age
     23, or the expiration date of this rider, if earlier;
b.)  all cost due on this rider has been paid; and
c.)  the new policy is a permanent  life  insurance  policy
     we are then issuing.

The suicide and  incontestability  provisions of the new policy will be measured
from the issue date of this rider.

5.2   What is the amount of insurance for the new policy?

The amount of  insurance  for the new policy  issued  will be $5,000 per unit of
children's insurance.  An insured child may increase the amount of insurance for
the new policy by providing  evidence of  insurability  satisfactory  to us. The
suicide and  incontestability  provisions for any increase will be measured from
the date of the increase.

5.3   What is the effective date of the new policy?

The effective  date of the new policy will be the monthly  processing  day on or
following receipt of your written request in our home office.

5.4 What basis will be used to determine the premium for the new policy?

The  premium  for the new policy  will be based on the  insured  child's  age at
conversion,  gender  ( if the new  policy  is based  on male or  female  cost of
insurance rates), and rating class as of the date this rider was issued.

5.5   Will evidence of insurability be required?

Evidence of  insurability  will not be required  to convert  existing  coverage.
However,  if any riders  are  requested  with the new  policy,  we will  require
evidence of insurability satisfactory to us for the additional coverage.

RIDER SECTION 6.     DIVIDENDS

6.1 Will this rider receive dividends?

While this rider is in force,  it will share in our divisible  surplus.  We will
determine once a year if any dividends are payable on this rider.  Any dividends
will be combined with and applied using the same method selected for the policy.
We do not anticipate any dividends to be paid on this rider.


CUNA Mutual Life Insurance Company
           A Mutual Insurance Company

/s/ Michael B. Kitchen
      President


- -----------------------------------------------------------
     INSURED CHILD ANNUAL COST OF INSURANCE RATE TABLE
- -----------------------------------------------------------


                           CHILDREN'S INSURANCE RIDER


INSURED: Children                         SPECIFIED AMOUNT:  10 Units
                                          (See Section 4 of this rider)
ISSUE DATE:   January 15, 2000

EXPIRATION DATE:    January 15, 2030      ANNUAL  COST OF INSURANCE*:   [$90.00]


* Monthly cost of insurance calculations will use one-twelfth of the annual cost
of insurance.

                                 EXHIBIT 5a(iv)

98-EBP

CUNA Mutual Life Insurance Company
A Mutual Insurance Company
2000 Heritage Way, Waverly, Iowa 50677
Phone: 800/798-5500

                       EXECUTIVE BENEFIT PLAN ENDORSEMENT

SECTION 1.           GENERAL INFORMATION

What is our agreement with you?

Our  agreement  with you includes  this  endorsement  as a part of the policy or
contract  (herein  referred  to  as  "policy")  to  which  it is  attached.  The
provisions  of the  policy  apply to this  endorsement  unless  changed  by this
endorsement.

SECTION 2.           BENEFIT

What is the benefit provided by this endorsement?

This endorsement  waives the surrender charges or deferred charges on the policy
to which it is attached subject to the following:

a.)  this policy is  surrendered  and the proceeds are used
     to fund a new  policy  provided  through  CUNA  Mutual
     Life Insurance Company or an affiliate;
b.)  this policy is owned by a business or a trust;
c.)  the new policy is owned by the same entity;
d.)  the  insured  or  annuitant  under  this  policy  is a
     selected  manager  or a highly  compensated  employee  (as those  terms are
     defined by Title 1 of the  Employee  Retirement  Income  Security  Act,  as
     amended);
e.)  the insured or annuitant  under the new policy is also
     a selected manager or a highly compensated employee;
f.)  we receive an application for the new policy; and
g.)  we have evidence of insurability satisfactory to us.

SECTION 3.           CHARGES

Is there a charge for this benefit?

There is no charge for this benefit. However, if you exercise the right provided
by this  endorsement  during the first two policy years, we reserve the right to
charge a fee to offset expenses incurred.  Any fee charged will never be greater
than $150.00.

CUNA Mutual Life Insurance Company
      A Mutual Insurance Company

/s/  Michael B. Kitchen
         President

EXHIBIT 5a(v)

99-GIR-RV1
                          GUARANTEED INSURABILITY RIDER

RIDER SECTION 1.     GENERAL INFORMATION

1.1  What is our agreement with you?

Our agreement with you includes this rider and its application, as a part of the
policy to which it is attached. The provisions of the policy apply to this rider
unless they conflict with the rider. If there is a conflict, the rider provision
will  apply.  The  issue  date  for  this  rider  is  shown  on  the  guaranteed
insurability annual cost of insurance rate table.

1.2 What is the benefit provided by this rider?

You may purchase additional insurance on the life of the person named as insured
under the policy without  evidence of insurability on any option date by written
request,  as  described in Section 3, if the policy and this rider are in force.
The additional  insurance will be provided by increasing the specified amount of
the policy to which  this rider is  attached.  This rider does not  provide  the
right to  increase  the amount of  insurance  provided by any  accidental  death
benefit rider attached to the policy.

1.2  Can this rider be contested?

We relied on statements  made in the  application  when we issued this rider. In
the absence of fraud,  we will accept the statements  made in the application or
reinstatement  application to be representations and not warranties.  Statements
made in the application or reinstatement application will not be used to contest
this rider or  challenge  a claim  under this rider  unless  that  statement  is
material.

A statement is material if, based on correct and complete information,  we would
have:

a.)  denied coverage;
b.)  issued the rider at a higher cost of  insurance  rate;
     or
c.)  issued the rider on some other basis than applied for.

If this rider is void as a result of a contest, any cost you paid for this rider
will be refunded to you.

1.4 When does this rider become incontestable?

This rider is  incontestable  after it has been in force  during  the  insured's
lifetime for two years from its issue date. If this rider is  reinstated,  it is
incontestable  after is has been in force during the insured's  lifetime for two
years from the date of its  reinstatement.  If reinstatement  occurs,  it may be
contested on the basis of statements made in the reinstatement application.

1.5  Is there a suicide exclusion?

No  temporary  death  benefit,  as  described in Section 3, is provided if death
occurs by suicide,  while sane or insane,  within two years of the issue date of
this rider.  If an option for an increase in the  specified  amount is exercised
and the insured dies by suicide within two years of this rider's issue date, the
only amount payable with respect to the increase will be a return of the cost of
insurance and administrative charge paid for the increase.

1.6 When will this rider terminate?

This rider will terminate on the earliest of:

a.)  the lapse or termination of the policy;
b.)  the policy anniversary at the insured's age 40; or
c.)  the date you  choose  to end this  rider.  You may end
     it by written request.

RIDER SECTION 2.     RIDER INSURANCE CHARGES

2.1 What is the cost of this rider?

The cost for this rider is paid as part of the insurance  charges for the policy
to which it is  attached.  The cost for this  rider is  payable  until the rider
terminates. The cost of insurance rates are shown on the guaranteed insurability
annual cost of insurance rate table.


RIDER SECTION 3.     PURCHASE OF ADDITIONAL INSURANCE

3.1 When can you apply for additional amounts of insurance?

You may apply for  additional  amounts of  insurance  on any  option  date which
occurs  after the issue date of this  rider.  The maximum  amount of  additional
insurance you may purchase at each option date is shown on the policy data page.

Option dates are policy  anniversaries  at the insured's age 25, 28, 31, 34, 37,
and 40.

We must receive written application for the additional  insurance within 60 days
prior to or on the option date. The additional  insurance will become  effective
on the option date.

If you do not exercise your right to purchase  additional  insurance on or prior
to an option date,  that option will expire.  The  expiration  of any one option
will have no effect on any future options.

3.2 Can you  purchase  additional  amounts of  insurance in advance of an option
 date?

You may purchase  additional  amounts of insurance in advance of the next option
date if:

a.)  the insured marries; or
b.)  the  insured  becomes  a  parent  by birth of a living
     child or completion of the legal adoption of a minor.

In order to exercise an option in advance:

a.)  we  must  receive  a  written   application   for  the
     additional  insurance  while the insured is living and
     prior to the third  monthly  processing  day following
     the marriage, birth, or adoption; and
b.)  you must provide proof, in a form  satisfactory to us,
     of the marriage, birth, or adoption.

If you  exercise  an option in advance,  the  effective  date of the  additional
insurance  will be the third  monthly  processing  day  following  the marriage,
birth, or adoption.  If an option is taken in advance,  it will not be available
on the actual option date.

3.3 Will a temporary  death  benefit be provided if death  occurs when an option
could have been exercised?

If the insured dies during a period when an option could have been exercised,  a
temporary  death  benefit will be provided as if the option had been  exercised.
The temporary  death benefit will be the maximum amount of additional  insurance
which could have been purchased under that option.

The temporary  death benefit will be paid to the  beneficiary in the same manner
as the policy death proceeds.

CUNA Mutual Life Insurance Company
    A Mutual Insurance Company

/s/ Michael B. Kitchen

      President



- -----------------------------------------------------------
            GUARANTEED INSURABILITY ANNUAL
- -----------------------------------------------------------
             COST OF INSURANCE RATE TABLE


               GUARANTEED INSURABILITY RIDER


INSURED: John Doe                          MAXIMUM AMOUNT OF
                                           ADDITIONAL INSURANCE:   $50,000

ISSUE DATE: January 15,  2000              ISSUE AGE:  35

EXPIRATION DATE: January 15, 2005          GENDER:  Male

ANNUAL PREMIUM: $103.50


The rates shown are monthly rates per $1,000 of the maximum amount of additional
insurance that may be purchased.


     Age          Rate          Age          Rate

      0            .87          19           1.35
      1            .89          20           1.38
      2            .91          21           1.39
      3            .94          22           1.41
      4            .96          23           1.47
      5            .98          24           1.54
      6           1.00          25           1.56
      7           1.03          26           1.60
      8           1.06          27           1.61
      9           1.08          28           1.71
     10           1.10          29           1.79
     11           1.13          30           1.85
     12           1.15          31           1.85
     13           1.18          32           1.84
     14           1.20          33           1.95
     15           1.23          34           2.01
     16           1.25          35           2.07
     17           1.28          36           2.05
     18           1.31          37           1.87

                                 EXHIBIT 5a(vi)


99-OIR-RV1

          TERM INSURANCE RIDER FOR OTHER INSUREDS

RIDER SECTION 1.     GENERAL INFORMATION

1.1  What is our agreement with you?

Our agreement with you includes this rider and its application, as a part of the
policy to which it is attached. The provisions of the policy apply to this rider
unless they conflict with the rider. If there is a conflict, the rider provision
will apply.  The issue date for coverage  under this rider is shown on the other
insured rider data page and on the guaranteed  maximum other insured annual cost
of insurance rate table.

We  promise  to pay the  death  proceeds  of this  rider and  provide  all other
benefits  described  in this  rider as long as the  policy and this rider are in
force.

1.2 What is the benefit provided by this rider?

This rider  provides  monthly  renewable  term life insurance on the life of the
other insured.

1.3 Who is the other insured under this rider?

The other insured is a person whose life is insured under this rider as named on
the data  page for this  rider.  Although  only a single  copy of this  rider is
included with this policy,  the benefit provided by this rider may apply to more
than one  person.  Terms  such as age,  gender,  issue  date,  application,  and
specified amount refer to each other insured individually.

1.3  Can this rider be contested?

We relied on statements  made in the  application  when we issued this rider. In
the absence of fraud,  we will accept the statements  made in the application or
reinstatement  application to be representations and not warranties.  Statements
made in the application or reinstatement application will not be used to contest
this rider or  challenge  a claim  under this rider  unless  that  statement  is
material.

A statement is material if, based on correct and complete information,  we would
have:

a.)  denied coverage;
b.)  issued the rider at a higher cost of  insurance  rate; or
c.)  issued the rider on some other basis than applied for.

If this rider is void as a result of a contest, the cost you paid for this rider
will be refunded to you.

1.5 When does this rider become incontestable?

This  rider  is  incontestable  after  it has been in  force  during  the  other
insured's  lifetime for two years from the issue date of coverage for that other
insured.  If this rider is reinstated,  it is incontestable after it has been in
force  during  the other  insured's  lifetime  for two  years  from the date the
coverage for that other insured was reinstated.  If reinstatement occurs, it may
be contested on the basis of statements made in the reinstatement application.

Any  amount of  increase  in the rider  specified  amount  for an other  insured
becomes  incontestable  after the  increase  has been in force during that other
insured's lifetime for two years from the effective date of the increase.

1.6 What if the other insured's age or gender has been misstated?

If the other insured's age or gender has been  misstated,  an adjustment will be
made to reflect the correct age and gender as follows:

a.)  If the  misstatement is discovered at death, the rider death benefit amount
     will be adjusted  based on what the cost of  insurance  rate as of the most
     recent monthly  processing day would have purchased at the other  insured's
     correct age and gender.
b.)  If the  misstatement  is discovered  prior to death,  the cost of insurance
     rate will be adjusted based on the other  insured's  correct age and gender
     beginning on the next monthly processing day.

1.7   Is there a suicide exclusion?

Suicide by the other insured,  whether sane or insane,  within two years of this
rider's issue date or  reinstatement  date is not covered by this rider.  If the
other insured dies by suicide during this two year period, the cost you paid for
this rider will be refunded to you. If the other insured dies by suicide  within
two years of the date of an increase  in the rider  specified  amount,  the only
amount  payable with respect to the increase  will be a return of the rider cost
made for the increase.

1.8 When will this rider terminate?

This rider will terminate on the earliest of:

a.)  the death of the other insured;
b.)  the lapse or termination of the policy;
c.)  the conversion date of this rider;
d.)  the rider  anniversary at the other  insured's age 95;
     or
e.)  the date you  choose  to end this  rider.  You may end
     it by written
         request.

RIDER SECTION 2.     RIDER INSURANCE CHARGES

2.1 What is the cost of this rider?

The cost of this rider is paid as part of the  insurance  charges for the policy
to which it is  attached.  The cost for this  rider is  payable  until the rider
terminates.

2.2 How is the cost for this rider determined?

The cost for this rider  consists of the cost of insurance for this rider,  plus
the rider  fee.  The cost of  insurance  is based on the  current  rider cost of
insurance  rate schedule in effect,  the rider  specified  amount for each other
insured, and each other insured's attained age, gender, and rating class.

2.3 Can the current rider cost of insurance rate schedule be changed?

We may change the current  rider cost of insurance  rate  schedule  from time to
time based on changes in future  expectations  for such  factors as:  investment
earnings, mortality, persistency,  expenses, and taxes. Any change will apply to
all persons of the same age,  gender,  plan of insurance,  and rating class, and
whose riders have been in effect for the same length of time. We will not change
the  current  rider  cost of  insurance  rates  because of a change in the other
insured's health or occupation, or to recoup prior losses.

The current rider cost of insurance rates will never be greater than those shown
in the guaranteed maximum other insured annual cost of insurance rate table.

RIDER SECTION 3.     RIDER SPECIFIED AMOUNT

3.1 What is the specified death benefit amount provided by this rider?

The rider specified  amount for each other insured is shown on the other insured
rider data page and on the  guaranteed  maximum  other  insured  annual  cost of
insurance rate table for that other insured.

3.2 Can you make a change to your rider specified amount?

You may change the rider specified amount on any other insured at any time after
the first policy year by written  request.  The written consent of all assignees
or irrevocable beneficiaries must be obtained prior to the change. The effective
date of the change will be shown on an  endorsement to the data page. Any change
is subject to the following conditions:

a.)  Decreases - We reserve the right to require that the rider specified amount
     after any decrease be at least the minimum rider specified amount necessary
     to issue a new rider.  For purposes of determining  cost of insurance,  any
     decrease  in the rider  specified  amount  will  reduce  such amount in the
     following order:

     1.)  the rider  specified  amount provided by the most recent increase will
          be reduced;
     2.)  the next most recent increases will be reduced in succession; and
     3.)  the initial rider specified amount will be reduced last.

b.)  Increases - A supplemental application must be completed,  with evidence of
     insurability  satisfactory to us on the increase in rider specified amount.
     All rider  provisions  relating to the rider effective date will be applied
     to the increase in rider specified amount as if a new rider had been issued
     for that amount as of the effective  date of the  increase.  We may require
     you to pay the premium amount necessary to issue a new rider for the amount
     of the increase.

     Additional rider cost of insurance charges will apply  corresponding to the
     amount  of  increase.   These  additional  charges  will  be  shown  on  an
     endorsement to the data page.

     We  reserve  the right to assess a service  charge,  as shown on the policy
     data page, for any increase in rider specified amount.

RIDER SECTION 4.     RIDER DEATH PROCEEDS

4.1 When are rider death proceeds payable?

Rider death  proceeds  are payable  while this rider is in force in the event of
the other insured's death.

4.2  What are the rider death proceeds?

The rider death proceeds will be the sum of the following amounts:

a.)  the rider specified amount on the date of death; plus
b.)  the rider  cost paid  beyond the month  death  occurs; minus
c.)  any rider cost due.

If the death of any other insured  occurs  during a grace period,  the insurance
charges for the policy will be deducted from the rider death proceeds.


4.3 How will the rider death proceeds be paid?

The rider death  proceeds will be payable to the  beneficiary,  as stated in the
application  for this rider,  when we receive proof  satisfactory to us that the
other insured died while this rider was in force.  Rider death  proceeds will be
paid according to the provisions of the policy.

RIDER SECTION 5.     CONVERSION PRIVILEGE

5.1 Can the  insurance  coverage  provided by this rider be  converted  to a new
policy?

The  insurance  coverage  provided  by this  rider  on an other  insured  may be
converted to a new policy while it is in force provided:

a.)  your written request is made:
     1.)  prior to the other insured's age 75; or
     2.)  within 60 days  following  the  termination  of this  rider due to the
          death of the person named as insured under the policy;
b.)  all cost due for this rider has been paid; and
c.)  the new policy is a permanent  life  insurance  policy
     we are then issuing.

The suicide and  incontestability  provisions of the new policy will be measured
from the issue date of this rider.

If the other insured dies during the 60-day  conversion  period, we will pay the
insurance  amount  for that  other  insured,  less any rider cost for that other
insured, to the beneficiary.

5.2  What is the amount of insurance for the new policy?

The amount of insurance for the new policy may not be:

a.)  greater  than the  specified  amount of this  rider on
     the date of conversion; or
b.)  less than the minimum  amount  necessary  to issue the
     new plan of insurance.

5.3   What is the effective date of the new policy?

The effective  date of the new policy will be the monthly  processing  day on or
following receipt of your written request in our home office.

5.3 What basis will be used to determine the premium for the new policy?

The  premium  for the new policy  will be based on the age,  gender,  and rating
class of the other insured as of the date of conversion.  However,  if there has
been an increase in rider specified  amount prior to conversion,  the new policy
will be  based  on the  rating  class of the  other  insured  at the time of the
increase.

5.5   Will evidence of insurability be required?

Evidence of  insurability  will not be required  to convert  existing  coverage.
However,  if any riders  are  requested  with the new  policy,  we will  require
evidence of insurability satisfactory to us for the additional coverage.

RIDER SECTION 6.     DIVIDENDS

6.1 Will this rider receive dividends?

While this rider is in force,  it will share in our divisible  surplus.  We will
determine once a year if any dividends are payable on this rider.  Any dividends
will be combined with and applied using the same method selected for the policy.
We do not anticipate any dividends to be paid on this rider.

CUNA Mutual Life Insurance Company
    A Mutual Insurance Company

/s/  Michael B. Kitchen

       President


- -----------------------------------------------------------
               OTHER INSURED RIDER DATA PAGE
- -----------------------------------------------------------



          TERM INSURANCE RIDER FOR OTHER INSURED


OTHER INSURED:  Jane Doe                     RIDER SPECIFIED AMOUNT:  $50,000

ISSUE DATE:   January 15, 2000               RATING:   Standard Tobacco

EXPIRATION DATE:  January 15, 2060           ISSUE AGE:  35

ANNUAL RIDER FEE:  $20.00                    GENDER:  Female

INITIAL ANNUAL COST OF INSURANCE*: [$120.50] COST OF INSURANCE RATES:  Female


* See  guaranteed  maximum other insured annual cost of insurance rate table for
schedule of maximum guaranteed rates.



- -----------------------------------------------------------
             GUARANTEED MAXIMUM OTHER INSURED
- -----------------------------------------------------------
            ANNUAL COST OF INSURANCE RATE TABLE


          TERM INSURANCE RIDER FOR OTHER INSURED


OTHER INSURED:  Jane Doe                    RIDER SPECIFIED AMOUNT:  $50,000

ISSUE DATE:   January 15, 2000              RATING: Standard Tobacco

EXPIRATION DATE:  January 15, 2060          ISSUE AGE: 35

ANNUAL RIDER FEE:  $20.00                   GENDER:  Female

INITIAL ANNUAL COST OF INSURANCE: [$120.50] COST OF INSURANCE RATES:  Female

The rates  shown are annual  rates in dollars  per  $1,000.  The annual  cost of
insurance rate we charge will never be more than the  guaranteed  maximum annual
rates shown below.  Monthly cost of insurance  calculations will use one-twelfth
of the annual rate.

              Age        Rate       Age       Rate

              35         2.01       68       25.10
              36         2.18       69       26.97
              37         2.38       70       29.18
              38         2.61       71       31.98
              39         2.86       72       35.41
              40         3.16       73       39.49
              41         3.48       74       44.14
              42         3.80       75       49.22
              43         4.12       76       54.62
              44         4.44       77       60.26
              45         4.78       78       66.22
              46         5.13       79       72.71
              47         5.49       80       79.98
              48         5.88       81       88.23
              49         6.31       82       97.61
              50         6.77       83      108.44
              51         7.26       84      120.18
              52         7.82       85      132.65
              53         8.44       86      145.75
              54         9.07       87      159.35
              55         9.72       88      173.52
              56        10.36       89      188.25
              57        10.96       90      204.58
              58        11.55       91      222.16
              59        12.18       92      241.66
              60        12.93       93      264.56
              61        13.87       94      295.23
              62        15.08
              63        16.55
              64        18.19
              65        19.92
              66        21.68
              67        23.38

                                EXHIBIT 5a(vii)

99-WVR-RV1

            WAIVER OF PREMIUM DISABILITY RIDER

RIDER SECTION 1.     GENERAL INFORMATION

1.1  What is our agreement with you?

Our agreement with you includes this rider and its application, as a part of the
policy to which it is attached. The provisions of the policy apply to this rider
unless they conflict with the rider. If there is a conflict, the rider provision
will  apply.  The issue  date for this  rider is shown on the  waiver of premium
factor table.

1.2 What is the benefit provided by this rider?

We will provide a waiver benefit as described in this rider if:

a.)  the policy and this rider are in force;
b.)  the person named as insured  under the policy  becomes
     totally  disabled  while the policy and this rider are
     in force; and
c.)  all the terms and conditions of this rider are met.

While the  insured is totally  disabled,  as defined in Section 4, we will waive
premium equal to the greater of:

a.)  the monthly basic guarantee premium; or
b.)  the deduction for insurance charges.

If the monthly basic guarantee premium is greater than the insurance charges, we
will contribute the difference to your policy.

1.3  Can this rider be contested?

We relied on statements  made in the  application  when we issued this rider. In
the absence of fraud,  we will accept the statements  made in the application or
reinstatement  application to be representations and not warranties.  Statements
made in the application or reinstatement application will not be used to contest
this rider or  challenge  a claim  under this rider  unless  that  statement  is
material.

A statement is material if, based on correct and complete information,  we would
have:

a.)  denied coverage;
b.)  issued the rider at a higher cost of  insurance  rate; or
c.)  issued the rider on some other basis than applied for.

If this rider is void as a result of a contest, the cost you paid for this rider
will be refunded to you.

1.4 When does this rider become incontestable?

This rider is  incontestable  after it has been in force  during  the  insured's
lifetime for two years from its issue date. If this rider is  reinstated,  it is
incontestable  after it has been in force during the insured's  lifetime for two
years from the date of its  reinstatement.  If reinstatement  occurs,  it may be
contested on the basis of statements made in the reinstatement application.  Any
period of time that the insured is disabled will be excluded in the  calculation
of the contestable period.


1.5   When will this rider terminate?

This rider will terminate on the earliest of:

a.)  the death of the insured;
b.)  the lapse or termination of the policy;
c.)  the policy anniversary at the insured's age 65; or
d.)  the date you  choose  to end this  rider.  You may end
     it by written request.


RIDER SECTION 2.     RIDER INSURANCE CHARGES

2.1 What is the cost of this rider?

The  cost of this  rider  is paid as part of the  insurance
charges  for the policy to which it is  attached.  The cost
is  calculated  on each monthly  processing  day and is the
greater of a.) or b.)  multiplied  by the waiver of premium
factor where:

a.)  is  the  monthly  basic  guarantee   premium  for  the
     policy; and
b.)  is the  insurance  charges as described in the policy,
     excluding the cost of this rider.

The waiver of premium  factors for the  insured's  attained age are shown on the
waiver of premium factor table.

2.2   What happens if disability begins during a grace period?

Any premium due must be paid before we will waive  premiums under the provisions
of this rider.

RIDER SECTION 3.      RIDER BENEFIT PROCEEDS

3.1 When are rider benefit proceeds payable?

Rider benefit  proceeds are payable while this rider is in force in the event of
the insured's total disability.

3.2   How should you notify us of a claim?

You must  notify us of a claim by written  request.  It must be  received in our
home office:

a.)  while the insured is living;
b.)  while total disability continues; and
c.)  within one year after this rider ends.

We will not reduce or deny your claim on the basis of these notice  requirements
if notice is given as soon as reasonably possible.

3.3 When will we start waiving the premiums?

Upon receiving  satisfactory  proof of the insured's total  disability,  we will
waive premiums from the latest of:

a.)  the date the disability began;
b.)  the date one year before we  received  notice of claim
     in the home office; or
c.)  the  date  one  year  before  we  received   proof  of
     disability,  if proof is received more than six months
     after notice of claim.

3.4 How long will the premiums be waived?

The premiums will be waived until the earliest of:

a.)  the date the insured's total disability ends;
b.)  the date the insured fails to give the required  proof
     that total disability continues;
c.)  the date the insured  fails to be  examined  medically
     when required; or
d.)  the policy  anniversary  at the  insured's  age 65, if
     the insured  has not been  continuously  disabled  for
     the previous five years.


RIDER SECTION 4.     TOTAL DISABILITY

4.1   What is total disability?

Total disability is:

a.)  a disability which:

1.)  is due to sickness or injury;
2.)  has existed continuously for at least six months;
3.)  prevents the insured from  engaging in an  occupation.
       During the first 24 months of  disability,  the insured must be unable to
       perform  any of the  material  duties of his or her  regular  occupation.
       After 24 months,  the insured is totally  disabled only if s/he is unable
       to  engage  in any  occupation  for which  s/he is  reasonably  suited by
       education, training, or experience.

       If the insured is  primarily a student,  total  disability  means the
       inability  to  attend  school  outside  the  home.  If the  insured  is a
       full-time homemaker,  total disability means the inability to perform any
       material household duties.

b.)  the  total  loss,   which   cannot  be   recovered  or
     corrected,  of any of the  following  while this rider
     is in force:

1.)  sight of both eyes;
2.)  use of both hands;
3.)  use of both feet; or
4.)  use of one hand and one foot.

     Such total loss will be considered  total disability even if the insured is
     able to engage in an occupation.

4.2 What proof of total disability will be required?

We will require the following proof of disability:

a.)  Initial  Proof.  We  must  receive  written  proof  of
     total  disability  at our home  office.  Proof must be
     given  within six  months  after  written  notice of a
     claim  is  given.  We will  not  reduce  or deny  your
     claim  on the  basis of this  requirement  if proof is
     given as soon as reasonably possible.

b.)  Proof of Continuing Total  Disability.  We may require
     proof  that  the  total  disability  continues.   This
     proof may be  required  at any time  during  the first
     two  years.  After two  years,  proof may be  required
     no more than once a year.

c.)  Examination  by a  Physician.  As part of proof  under
     a.) and b.),  we may  require  an  additional  medical
     examination  of  the  insured  at  our  expense  by  a
     physician we select.

RIDER SECTION 5.     LIMITATIONS

5.1 When will the premiums not be waived for total disability?

No premiums will be waived if:

a.)  the  insured  dies  before we  receive  proof of total
     disability;
b.)  the   total   disability   is   the   result   of   an
     intentionally self-inflicted injury; or
c.)  the  total  disability  is  the  result  of an  act of
     declared or undeclared war, if the act occurs:
     1.)  within five years of this rider's issue date;
     2.)  while the  insured  is outside  the United  States,  the  District  of
          Columbia, or the Dominion of Canada.


CUNA Mutual Life Insurance Company
    A Mutual Insurance Company

/s/  Michael B. Kitchen

      President


- -----------------------------------------------------------
                         WAIVER OF PREMIUM FACTOR TABLE
- -----------------------------------------------------------

                           WAIVER OF PREMIUM FACTORS

INSURED:   John Doe                               RATING:  Standard Tobacco

ISSUE DATE:   January 15, 2000                    ISSUE AGE: 35

EXPIRATION DATE:   January 15, 2030               GENDER: Male


These factors are used to calculate the monthly cost of this rider, as described
in Section 2.


     Age          Factor            Age           Factor

       0            .0600           33            .0600
       1            .0600           34            .0600
       2            .0600           35            .0600
       3            .0600           36            .0600
       4            .0600           37            .0600
       5            .0600           38            .0600
       6            .0600           39            .0600
       7            .0600           40            .0600
       8            .0600           41            .0600
       9            .0600           42            .0600
      10            .0600           43            .0600
      11            .0600           44            .0600
      12            .0600           45            .0600
      13            .0600           46            .0600
      14            .0600           47            .0600
      15            .0600           48            .0600
      16            .0600           49            .0630
      17            .0600           50            .0710
      18            .0600           51            .0810
      19            .0600           52            .0940
      20            .0600           53            .1100
      21            .0600           54            .1320
      22            .0600           55            .1540
      23            .0600           56            .1760
      24            .0600           57            .1980
      25            .0600           58            .2200
      26            .0600           59            .2420
      27            .0600           60            .0750
      28            .0600           61            .0690
      29            .0600           62            .0600
      30            .0600           63            .0450
      31            .0600           64            .0220
      32            .0600

                                  EXHIBIT 6(a)
April 2, 1992
Corp. No.:   000069607                                  IOWA

Ref.    No.:   55170

                               SECRETARY OF STATE

CENTURY LIFE OF AMERICA
ATTN;  SHERRY BUTTJER
CENTURY LIVE OF AMERICA
2000 HERITAGE WAY
WAVERLY  IOWA  50677




                            CERTIFICATE OF EXISTENCE



Name     CENTURY LIFE OF AMERICA

Date        03/03/1896


    I, ELAINE BAXTER,  secretary of state of the state of IOWA, custodian of the
records  of   incorporations,   certify  that  the  corporation  named  on  this
certificate is in existence and was duly incorporated  under the laws of Iowa on
the  date  printed  above,  with  perpetual  duration,   and  that  articles  of
dissolution have not been filed.



                                  ELAINE BAXTER
                                  ELAINE BAXTER


<PAGE>
                       CUNA Mutual Life Insurance Company
                                  Waverly, Iowa


                            ARTICLES OF INCORPORATION

                                    ARTICLE I
                            Name and Principal Office

Section 1. The name of this  Corporation is CUNA Mutual Life  Insurance  Company
(hereinafter sometimes called the Company).

Section 2. The home office and principal  place of business of the Company shall
be located in Bremer County, Iowa.
                                   ARTICLE II
                     Nature of Business, Objects and Powers

Section 1. The general  nature and purpose of the  business of this  Corporation
shall be that of engaging  in,  pursuing,  maintaining  and  transacting  on the
mutual plan as a legal reserve or level premium company,

         (a)      a general life and health and accident  insurance business and
                  an annuity  business,  including all forms of life  insurance,
                  endowments,  annuities,  accident  insurance,  disability  and
                  health  insurance,  all  relating  to the life and  health  of
                  persons, and,

         (b)      any other type of insurance  business which the Company may be
                  authorized and duly qualified to underwrite and transact under
                  and by virtue of Iowa Insurance Laws,

and in addition,  engaging in,  pursuing,  maintaining and transacting any other
related or unrelated business which any corporation now or hereafter  authorized
and  empowered  to do an  insurance  business in this State may now or hereafter
lawfully do, whether or not it be complementary, necessary, or incidental to the
business of writing  insurance  and  otherwise  transacting  the  business of an
insurer.

Section 2. More  specifically,  and without  limitation  as to any other  right,
power, privilege, franchise, or authority which the corporation may be permitted
under the law of the state of Iowa, and in pursuance of the aforesaid  corporate
purposes, the Company in its corporate or assumed name is empowered:

         to sue,  complain  and defend;  to have a  corporate  seal which may be
         altered at pleasure,  and to use the same by causing it, or a facsimile
         thereof to be impressed  or affixed or in any other manner  reproduced;
         to design, create,  develop,  offer, solicit, sell, write,  underwrite,
         insure, coinsure,  reinsure,  administer,  settle and otherwise deal in
         and with insurance  policies and annuity contracts of all types whether
         on a participating or  nonparticipating  basis, and on an individual or
         group or blanket  basis,  providing  for  benefits on either a fixed or
         variable  basis;  to enter into any lawful  contract for the purpose of
         ceding or accepting  insurance  risks,  directly or indirectly,  either
         entirely  in its own right or in a shared  or  multiple  capacity  with
         other insurers; to enter into collateral or supplementary contracts and
         otherwise  deal  contractually  with respect to  insurance  policies or
         annuity contracts or the proceeds of same; to act as trustee or advisor
         in any  capacity,  and to  offer  all  services,  including  those of a
         financial,   accounting,   or  data  processing  nature,   directly  or
         indirectly,  incidental  to its  business,  and to  form  or  otherwise
         acquire other insurance or business  corporations as subsidiaries,  and
         to invest  in,  and to  establish  or  manage,  one or more  investment
         companies;  to purchase,  take,  receive,  lease, or otherwise acquire,
         own, hold, improve, use, or otherwise deal in and with real or personal
         property of any kind and description, or any interest therein, wherever
         situated; to sell, convey, mortgage, pledge, lease, exchange,  transfer
         and otherwise dispose of all or any part of its property and assets; to
         compensate,  or lend money to and  otherwise  to assist its  employees,
         agents, officers, and Directors; to purchase, take, receive,  subscribe
         for, or otherwise  acquire,  hold, vote, use, employ,  sell,  mortgage,
         lend, pledge, or otherwise dispose of and otherwise use and deal in and
         with,  shares or other  interests in, or obligations of, other domestic
         or foreign corporations,  associations, partnerships, joint ventures or
         individuals,  or direct or indirect obligations of the United States or
         of any other government,  state,  territory,  governmental  district or
         municipality,   public   or   quasi-public   corporation,   or  of  any
         instrumentality  thereof;  to make  contracts and  guarantees and incur
         liabilities; to lend and borrow money and incur debts for its corporate
         purposes;  to invest and reinvest its funds, and take and hold real and
         personal  property  as  security  for the payment of funds so loaned or
         invested; to acquire or organize subsidiaries; to conduct its business,
         carry on its operations, and have offices and exercise its powers under
         authority granted in any state,  territory,  district, or possession of
         the United  States or in any foreign  country;  to make  donations  for
         religious,  charitable,  scientific  or  educational  purposes;  to pay
         pensions and establish  pension plans,  pension trusts,  profit-sharing
         plans and other  incentive,  insurance and welfare plans for any or all
         of  its  Directors,  officers,  agents  and  employees,   policyowners,
         insurance policy or contract  beneficiaries,  or clients; to enter into
         general partnerships,  limited  partnerships,  whether the company be a
         limited  or  general  partner,  joint  ventures,   syndicates,   pools,
         associations  and other  arrangements in pursuance of any or all of the
         purposes for which the Company is  organized;  to  indemnify  officers,
         Directors,  employees and agents,  possessing all the rights and powers
         with  respect  thereto  permitted  to  Iowa  business  corporations  as
         specified  in  Subsection  19 of  Section  496A.4 of the Iowa  Business
         Corporation Act and all acts amendatory thereof or additional  thereto;
         and to  engage in and carry on any  other  type of  business  which any
         corporation  now  or  hereafter  authorized  and  empowered  to  do  an
         insurance  business in the state of Iowa may now or hereafter  lawfully
         do,

and it shall have and exercise all powers,  rights and  privileges  necessary or
convenient  to  effect  any or all of the  purposes  for which  the  Company  is
organized,  and generally such additional powers not herein specified as are now
or may hereafter be conferred upon  corporations  similar to this Company by the
laws of the state of Iowa.

                                   ARTICLE III
                        Continuation of Corporate Entity

This  Corporation  shall  have no  capital  stock and is a  continuation  of the
original  corporation  doing  business on the mutual plan,  retaining all of its
original rights,  powers,  privileges,  immunities,  and franchises.  All of the
contract  rights  of  policyowners  of the  Company  now  holding  contracts  of
insurance  or of  annuity  issued or  assumed  by the  Company  are and shall be
retained.  Subject to the  foregoing,  these  Articles  shall be  construed as a
substitute for all prior articles and amendments thereto.

                                   ARTICLE IV
                               Period of Existence

This Corporation, as renewed, shall have perpetual existence.

                                    ARTICLE V
                         Exemption from Corporate Debts

The private  property  of the Members of the Company  shall in no case be liable
for corporate debts, but shall be exempt therefrom.

                                   ARTICLE VI
                                     Members

Section 1. Each person who owns one or more life insurance policies,  health and
accident insurance policies, or annuity contracts issued by the Company shall be
a Member of the  Company,  but only so long as at least one of said  policies or
contracts  remains in full force and effect and has not been  surrendered or has
not  expired  or has not  matured  by  death of the  insured  or  annuitant,  or
attainment of maturity date. In the case of multiple  ownership of any insurance
policy or annuity contract,  the persons owning such policy or contract shall be
deemed collectively to be the Member and the Bylaws may establish procedures for
the exercise of the voting right of such Member.

Section 2. Only those Members who meet such eligibility requirements,  as may be
established  by law, by these  Articles,  and the Bylaws as may be amended  from
time to time,  shall be Voting Members,  provided  however,  that nothing herein
contained,  and no Bylaws establishing  additional eligibility  requirements for
Voting  Members  shall have the effect of  terminating  a person's then existing
membership or voting right.

                                   ARTICLE VII
                                Members Meetings

Section 1. Voting Members shall be entitled to vote in person or by proxy at any
meeting of the Members in accordance with procedures prescribed in the Bylaws.

Section 2. Unless the Board directs otherwise, the annual meeting of the Company
shall be held at the Company's  home office and  principal  place of business on
the second Wednesday of May of each year for the election of Directors,  and for
the  transaction  of any other  business  properly  coming  before  such  annual
meeting.

Section 3.  Annual and all special  meetings  of the Members  shall be called or
held as provided in the Bylaws. The Company may make reasonable  expenditures in
support  of a  position  or issue at any  meeting,  or in  support of any or all
candidates to be nominated for election to the Board.

                                  ARTICLE VIII
                         Board of Directors and Officers

Section 1. The  corporate  powers and business of the Company  shall be directed
and  controlled  by a Board of Directors  and by such officers and agents as the
Board of Directors may authorize, elect or appoint.

Section 2. The Board of  Directors  shall  consist of not less than nine (9) nor
more than twenty (20) Members as prescribed from time to time in the Bylaws, and
shall be divided into classes, as nearly equal numerically as possible,  so that
the terms of one class  expire each year.  Each  Director  shall serve a term of
approximately  three (3) years  except as otherwise  provided in the Bylaws,  or
except  where  it is  necessary  to fix a  shorter  term in  order  to  preserve
classification.  The Board of Directors shall have the power to fill any vacancy
in its number  occurring  for any reason at any time except  where such  vacancy
occurs due to the expiration of a Director's  term of office as provided  herein
or in the Bylaws.

Section 3. The Board of  Directors  shall  have the power to adopt such  bylaws,
rules and  regulations for the transaction of business of the Company as are not
inconsistent with these Articles, or the laws of the state of Iowa, and to amend
or repeal such bylaws,  rules and regulations.  The Bylaws shall provide for the
election of Directors and establish procedures to accomplish the same.

Section 4. A Director  of this  Company  shall not be  personally  liable to the
Company or its Members for monetary  damages for breach of  fiduciary  duty as a
Director,  except for  liability  (i) for any breach of the  Director's  duty of
loyalty to the Company or its Members,  (ii) for acts or  omissions  not in good
faith or which involve intentional  misconduct or a knowing violation of law, or
(iii) for any transaction from which the Director  derived an improper  personal
benefit.

                                   ARTICLE IX
                               Change of Articles

These Articles of  Incorporation  may be amended,  substituted or changed at any
annual meeting of the Members, or at any special meeting called for that purpose
as hereinafter provided.  The proposed substitution or amendment must be offered
in  writing,  and either  signed by not less than one (1)  percent of the Voting
Members, or offered by the Board of Directors.

Such proposed substitution or amendment when offered by a Member

         (a)      must  contain  the actual  signatures  as well as the  printed
                  names  and  addresses  of  those  Members  subscribing  to the
                  proposal,

         (b)      must have the notarized  certification  of the offering Member
                  authenticating   the  signatures  of  the  other   subscribing
                  Members, and

         (c)      must be  filed  with the  Secretary  of the  Company  at least
                  ninety (90) days prior to said annual or special meeting.

Such proposed  substitution  or amendment when offered by the Board of Directors
must be first  adopted by  two-thirds  (2/3) of the total Board  membership at a
regular meeting or at a special  meeting called for such purpose,  or it must be
approved by the unanimous written consent of all of the Directors,  certified by
the  Secretary,  and filed at least  thirty  (30) days  prior to said  annual or
special meeting of the Members.

The Secretary shall furnish to each Voting Member a copy of such substitution or
amendment  whether  proposed by the Board or by Members  together  with a ballot
containing a suitable  space wherein a Voting Member may vote for or against the
same, and a space for the Voting Member's signature and the date of the meeting.
Such material shall be mailed in the United States mail, addressed to the Voting
Members of the Company,  or substantially  all of them, at their last known post
office  addresses,  as the same then appear on the records of the  Company,  not
less than  twenty  (20) nor more than  ninety (90) days prior to the date of the
meeting.  The  Board of  Directors  or  persons  designated  by it may make such
statements or  recommendations  as it sees fit on all matters to be presented to
the  Members.  All  substitutions  or  amendments  when adopted by a majority of
Members  voting thereon in person or by duly signed ballot shall be binding upon
all Members and they shall be governed thereby.

<PAGE>



                                  EXHIBIT 6(b)

                       CUNA Mutual Life Insurance Company
                                  Waverly, Iowa

                                    Restated
                                     BYLAWS

                                    ARTICLE I
                                   Definitions

Section 1.1. Terms. When used in these Bylaws,  the terms  hereinafter  provided
shall have the meanings  assigned to them unless  another  meaning is explicitly
indicated:

(a)      Member: shall mean a Member of this Company as defined and described in
         the Company's Articles.

(b)      Policy: shall mean a life insurance policy, accident and health policy,
         or  annuity  contract  on an  individual  or group  basis and shall not
         include group insurance certificates,  settlement contracts, depository
         contracts,  or  certificates  of any kind  issued  for the  purpose  of
         managing or holding  insurance or annuity contract proceeds when a life
         policy,  accident and health policy,  or annuity  contract  terminates,
         expires or otherwise matures by reason of death,  surrender or maturity
         in its ordinary course, or otherwise.

(c)      Record Date: shall mean the last business day of any month  immediately
         preceding  the date of any  event or  transaction  for  which it may be
         useful or relevant to establish the identity of persons who are Members
         or Voting Members, from data contained in the Company's records.

(d)      Voting  Member:  shall mean a Member  who meets all of the  eligibility
         requirements for voting as provided in Section 2.1.

                                   ARTICLE II
                            Voting Rights of Members

Section  2.1.  Eligibility  to Vote.  Only those  Members who have  attained age
sixteen (16) on or prior to the Record Date for any meeting shall be eligible to
vote at Members' Meetings.  In the case of multiple ownership of any Policy, the
persons  designated  owners or  co-owners  on the  Company's  records as of such
Record  Date  shall be deemed  collectively  to be the  Voting  Member and shall
designate one of their number to cast their vote. In the case where ownership is
claimed by right of assignment,  the assignee, if shown on the Company's records
to be the owner as of such Record Date,  shall be deemed the Voting  Member.  In
the case of group  policies,  the  holder of the  master  policy,  and not those
persons holding certificates under the master policy, shall be deemed the Voting
Member.

Section 2.2. Exercise of Voting Rights.  Each Voting Member shall be entitled to
cast one (1) vote on each matter to come before a meeting of the Members, either
in person or through an  attorney-in-fact  designated  in a written  proxy which
meets the  requirements of Section 2.4,  regardless of the number of policies or
the  amount of  insurance  or the  number of lives  insured  under any Policy or
Policies  owned  or  controlled  by the  Voting  Member.  Except  when  electing
Directors,  voting by Members at any  regular or special  meeting of the Members
may be by voice vote unless the vote is not all "yea" or "nay" in which case the
vote shall be by written ballot.  Each ballot may contain more than one question
or proposition.  Any attorney-in-fact  holding the voting power of more than one
Member may cast all such votes on one ballot,  provided that the ballot shows on
its face the number of votes  being  cast,  and  provided  it is verified by the
Voting  Inspectors  as having  been cast in  accordance  with the voting  rights
acquired by proxy from the persons whose votes are being cast by proxy.

Section  2.3.  Electing  Directors.  The vote for a Director or  Directors  at a
meeting of Members  shall be by written  ballot.  Each  Voting  Member  shall be
entitled  to cast one (1) vote for each  Director's  office to be filled.  Those
eligible  Candidates  receiving the highest number of votes cast at such meeting
shall be declared elected.

Section 2.4. Proxy Requirements.  No proxy shall be valid unless it is evidenced
by a written form executed by a Voting Member or his or her legal representative
within  two (2)  months  prior to the  meeting  for which  such proxy was given.
Whether or not the duration of such proxy is  specified  on the proxy form,  all
such proxy authority shall be limited to thirty (30) days subsequent to the date
of such meeting or any adjournment  thereof,  and no proxy shall be valid beyond
the date of such limitation. Unless a Voting Member's proxy shall be received by
the  Secretary at least one (1) day prior to the meeting or election at which it
is to be used, it shall not qualify to be voted on behalf of the Voting  Member.
Any proxy may,  by its terms,  be limited as to its use,  purpose,  or manner in
which it is to be used at the  meeting or  election  for which it is given.  Any
such proxy authority shall be revocable by the Voting Member or his or her legal
representative  at any time  prior to such  meeting  and shall be deemed to have
been revoked when the person  executing  the proxy is present at the meeting and
elects to vote in person.

Section  2.5.  Proxy  Solicitation  by this  Company.  This  Company may solicit
proxies from Voting  Members and provide such  information as this Company deems
pertinent  with  respect to the  Candidates  for  election as  Directors of this
Company or matters being voted upon at the meeting.  The fact that this Company,
by mail or otherwise,  solicits a proxy from any person shall not constitute nor
be  construed  as an admission of the validity of any Policy or that such person
is a  Member  entitled  to vote at the  meeting;  and  such  fact  shall  not be
competent  evidence  in any action or  proceeding  in which the  validity of any
Policy or any claim under it is at issue.

                                   ARTICLE III
                                Members' Meetings

Section 3.1. Annual Meeting. There shall be an annual meeting of Members for the
purpose of electing  Directors and conducting such business as may properly come
before the meeting.  Such annual  meeting of Members shall be held on the second
Friday in May in the Principal Office of this Company on Heritage Way,  Waverly,
Iowa, at the hour of 9:00 a.m. unless the Board otherwise directs.  No notice of
such annual  meeting need be given  except as required by law,  unless the Board
designates another date or time or place for the meeting.

Section 3.2. Special Voting and Special Meetings. A special voting of Members or
special meetings of Members may be called at any time pursuant to a duly adopted
Board  resolution  or upon a petition  filed  with the  Secretary  containing  a
complete  description  of the  proposition or  propositions  to be voted on, the
signatures,  the printed names and addresses and the policy  numbers of at least
one percent (1%) of the Voting Members. A written notice summarizing the purpose
shall be given.

Section 3.3. Presiding Officer.  The Chairman of the Board, or in the absence of
the Chairman, the Vice Chairman, or in the absence of both, the President, or in
the  absence  of all three,  the Chief  Operating  Officer  shall  preside  over
meetings of the  Members.  The  Secretary  or any  Assistant  Secretary  of this
Company shall act as secretary for the meetings.

Section 3.4.  Place of Meetings.  The place of all meetings of Members  shall be
the Principal Office of this Company in Waverly,  Iowa,  unless another place is
designated  by the Board,  either  within or without  the state of Iowa,  and is
specified in the notice of the meeting.

Section 3.5. Manner of Giving Notice.  Whenever  written notice is required,  it
shall state the time,  date and place of the meeting,  and if for a special vote
or a special meeting, a summary of the purpose. Notice shall be given by mailing
a copy of the notice to Voting  Members  not more than ninety (90) nor less than
thirty (30) days prior to the day of the meeting. Notice shall be deemed to have
been given to a Voting  Member when a copy of such notice has been  deposited in
the United States mail,  addressed to the owner or the legal  representative  of
the owner of any policy used to identify a Member as a Voting Member,  at his or
her post office address as the same appears on this Company's  records as of the
Record Date for the notice,  with postage prepaid.  Failure to provide notice to
all Voting Members when notice is required shall not invalidate a meeting unless
such failure was intended and such intentional failure can be shown to have been
caused by a willful or deliberate act. If the date or place of an annual meeting
of Members is changed by the Board after this  Company has sent or  commenced to
send  notices,  or if  prior  to the  date  of any  meeting  of  Members  or any
adjournment thereof the notice of such meeting shall be deficient, the Board may
order a  notice  by  publication  in at  least  two (2)  newspapers  of  general
circulation,  one of which  shall be located  in Des  Moines,  Iowa,  and one in
Waterloo, Iowa, at least ten (10) days prior to the meeting, and no other notice
shall be  required.  Such other  notice shall be given as may be required by the
laws of Iowa pertaining to notice of meetings.

Section 3.6. Quorum. Either twenty-five (25) Voting Members present in person or
one thousand (1000) Voting Members present by proxy shall constitute a quorum at
any meeting of  Members.  If a quorum is not  present,  a majority of the Voting
Members  present in person or by proxy may only adjourn the meeting from time to
time without further notice.

Section 3.7. Required  Majority.  Except as otherwise  expressly provided in the
Articles or Bylaws,  or by law, a majority  of the votes cast by Voting  Members
present  in person  and by proxy at any  meeting  of the  Members  with a quorum
present  shall be  sufficient  for the  adoption of any matter to properly  come
before the meeting.

Section 3.8. Appointment of Voting Inspectors. Prior to each meeting of Members,
the Board or its Executive Committee,  if any, shall appoint, from among Members
who are not Directors, Candidates for the office of Director or Officers of this
Company,  three  (3) or more  voting  inspectors  and one (1) or more  alternate
inspectors,  and shall fix their fees,  if any. If an  inspector so appointed is
unable or unwilling to act and no alternate is able or willing,  or if the Board
or Executive  Committee  has failed to appoint  voting  inspectors  prior to the
meeting,  the President may appoint voting  inspectors or alternates as required
from among Members eligible as aforesaid.

Section  3.9.  Administration  of Proxies and  Ballots.  All  unexpired  proxies
intended  for use at a meeting  of  Members  shall be  delivered  to the  voting
inspectors  prior to the  meeting.  The voting  inspectors  shall  verify  their
validity and tabulate  them,  certifying  their  findings and  tabulation to the
Secretary.  At  all  meetings  of  the  Members,  the  voting  inspectors  shall
distribute,  collect, and tabulate ballots and certify under oath the results of
any ballot vote cast by Members.  All questions  concerning  the  eligibility of
Members to vote and the  validity  of the vote cast shall be  resolved by voting
inspectors on the basis of this Company's  records.  In the absence of challenge
before the  tabulation of a ballot vote is completed,  the inspectors may assume
that the signature  appearing on a proxy or a ballot is the valid signature of a
person entitled to vote, that any person signing in a representative capacity is
duly  authorized  to do so, and that a proxy,  if it meets the  requirements  of
Section 2.4, and otherwise appears to be regular on its face, is valid.

                                   ARTICLE IV
                         Communications Between Members

Section 4.1. Procedure for Facilitating  Communication.  No Member who is not an
officer,  Director, or employee of this Company acting in the ordinary course of
business shall have access to any of this Company's policyholder records, except
such information pertaining to his or her own Policy or Policies as this Company
may be reasonably  required by law to provide.  However,  any Member desiring to
communicate  with other  Members in connection  with a Members  meeting shall no
less than sixty (60) days  prior to the date of such  meeting  furnish a written
request addressed to the Secretary containing the following information:

(a)      such Member's full name and address and the policy number of any policy
         owned by the Member;

(b)      such Member's reasons for desiring to communicate with other Members;

(c)      a copy of the proposed communication;

(d)      the date of the  meeting at which such  Member  desires to present  the
         matter for consideration.

Within fifteen (15) days of receipt of such request,  this Company shall furnish
the requesting  Member with information  indicating the number of Voting Members
this  Company  has as of the last day of the  month  immediately  preceding  and
provide an estimate of all costs and  expenses  for  processing  and mailing the
proposed  communication  to the  membership;  or this  Company  shall advise the
Member  that this  Company  refuses  to mail the  proposed  communication.  This
Company shall not refuse to mail the proposed  communication unless it has first
made a  determination  that the  communication  is "improper" in accordance with
standards  provided in Section 4.3 and has followed the  procedures  provided in
Section 4.2.  Within  thirty (30) days (or upon a later date if specified by the
requesting  Member)  of  receiving  an  amount  equal  to all of this  Company's
estimated  costs and expenses and a sufficient  number of copies of the proposed
communication,  this Company shall process and mail the  communication to all of
the Voting Members by a class of mail specified by the requesting Member, unless
the communication has been determined to be improper.

Section 4.2.  Determining  Whether  Communications  are Proper.  Each request to
communicate  with other  Members  shall be reviewed  by the Board.  If the Board
determines  that the  communication  is a proper one, it shall be  processed  as
provided  in  Section  4.1.  If the Board  determines  the  communication  to be
improper,  it shall  instruct an  appropriate  officer to  communicate a written
refusal specifying the reasons for the refusal.

Section  4.3.  Improper  Communication  Defined.  As used in  this  section,  an
"improper communication" is one which contains material which:

(a)      at the time and in the  light of the  circumstances  under  which it is
         made

         (1)      is false or misleading with respect to any material fact, or

         (2)      omits  any  material  fact  necessary  to make the  statements
                  therein not false or  misleading  or  necessary to correct any
                  statement  in an  earlier  communication  on the same  subject
                  matter which has become false or misleading; or

(b)      relates  to a  personal  claim or a  personal  grievance  against  this
         Company,  its  management  or any  other  party,  or  apparently  seeks
         personal gain or business advantage by or on behalf of any party; or

(c)      relates  to any  matter  of a  general,  economic,  political,  racial,
         religious,  social or other nature that is not significantly related to
         the  business  of this  Company or is not  within  the  control of this
         Company,  in that it is not  within  the power of this  Company to deal
         with, alter or effectuate; or

(d)      directly or indirectly, and without express factual foundation,

         (1)      impugns character, integrity or personal reputation, or

         (2)      makes charges concerning improper, illegal or immoral conduct.

                                    ARTICLE V
                               Board of Directors

Section 5.1.  General Powers.  The business and affairs of this Company shall be
directed  by the Board  which from time to time  shall  delegate  authority  and
establish  guidelines as it deems  necessary or appropriate  for the exercise of
corporate powers by officers and employees in the course of business.

Section 5.2.  Number,  Eligibility,  and Tenure.  The Board shall  consist of at
least nine (9) and not more than  twenty  (20)  persons as set by the Board from
time to time.  Directors must be policyholders of this Company. The regular term
of office for a Director  shall  commence  when a Director is elected by Members
and end at the third (3rd)  succeeding  annual  meeting of the  Members,  except
where a shorter  term is provided in order to preserve  the Class of  Directors.
The vacancies on the Board to be filled at each annual  meeting of Members shall
be the offices of those  Directors  whose regular terms are scheduled to expire.
Directors shall be eligible for reelection.  Unless a Director's regular term of
office is sooner  terminated by  resignation,  retirement,  legal  incapacity or
death,  each Director  elected at an annual meeting of Members shall hold office
for the term for  which  elected  and  until a  successor  has been  elected  or
appointed and qualified.

Section 5.3. Classification.  Directors shall be divided into three (3) Classes,
which shall be as nearly equal as possible,  according to the expiration date of
the regular terms of office. The regular term of office of one of the Classes of
Directors shall expire at each annual meeting of Members.

Section  5.4.  Nomination  by  Members.  Any  Member  may  nominate  one or more
Candidates  for the  Directors'  offices to be filled by  election at any annual
meeting  of  Members  by  filing  with the  Secretary  on  behalf  of each  such
Candidate,  on or before January 31 preceding such annual meeting, a Certificate
of  Nomination  which has been signed by at least one percent (1%) of the Voting
Members and which gives the names,  occupations and addresses of their Candidate
or Candidates together with a statement signed by said Candidates that they will
accept office if elected.  No signature on any such Certificate shall be counted
unless it is also  accompanied  by the  printed  name and address and the policy
number of a Policy owned by the signator.

Section 5.5.  Board  Sponsored  Nominations.  The Board may nominate one or more
Candidates  for the  Directors'  offices to be filled by  election at any annual
meeting of Members by  nominating  a  Candidate  or a slate of  Candidates  in a
resolution duly adopted at a regular or special meeting of the Board and causing
a  Certificate  of  Nomination  to be filed with the Secretary on behalf of each
such Candidate at least thirty (30) days prior to the date of the annual meeting
of Members.  Such Certificate of Nomination  shall give the names,  occupations,
and addresses of their Candidate or Candidates  together with a statement signed
by said Candidates that they will accept office if elected.

Section  5.6.  Removal.  A Director  may be removed  from office for cause by an
affirmative  vote of  three-fourths  (3/4) of the full Board of  Directors  at a
meeting of the Board.

Section  5.7.  Vacancies.  Vacancies  in the  Board  which  occur  prior  to the
expiration  of a  Director's  regular  term of office by reason of  resignation,
retirement,  legal incapacity, or death, or other vacancies which may occur by a
reason of an increase in the number of Directors in between  annual  meetings of
Members,  or  vacancies  which may occur by reason of any failure on the part of
the  Voting  Members  to elect a  sufficient  number of  Directors  at an annual
meeting  of  Members,  may be  filled  by  appointment  made  in a duly  adopted
resolution concurred in by a majority of the Board membership when voting at any
meeting of the Board, or by appointment made in a unanimous consent action taken
in lieu of meeting. A Director appointed to fill a vacancy shall hold office for
the  unexpired  portion  of the term to  which  appointed.  Unless a  Director's
service is otherwise  terminated  by  resignation,  retirement,  removal,  legal
incapacity,  or death,  a Director,  whether  appointed or elected,  shall serve
until a successor is elected or appointed and qualified.

Section 5.8.  Nonattendance.  Any Director absent from three consecutive regular
meetings  shall  forfeit his office and shall be  ineligible  for office for six
months.

Section 5.9. Compensation.  Directors shall be compensated as established by the
Board and shall be reimbursed  for  reasonable  expenses  incurred in connection
with the discharge of their duties and responsibilities.

                                   ARTICLE VI
                                 Board Meetings

Section  6.1.  Regular  Meetings.  A  regular  annual  meeting  of the  Board of
Directors shall be held without other notice than this Bylaw on such date in the
months of April, May or June as the Board of Directors shall determine.  At such
meetings, the Directors shall elect such officers of this Company as required or
permitted by these bylaws and transact  such  business as pertains to the annual
meetings of the Board. The Board of Directors may provide by resolution,  or the
Chairman of the Board, Vice Chairman or President may designate,  the time, date
and  place,  either  within or  without  the state of Iowa,  for the  holding of
additional  regular meetings by giving notice at a regular or special meeting of
Directors or by written notice as provided in this Article for special meetings.

Section 6.2. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, Vice Chairman,  President or Secretary, and
shall  be  called  by the  President  upon  written  request  of any  three  (3)
Directors.  The person or persons  authorized  to call  special  meetings of the
Board of  Directors  may fix any place,  either  within or without  the state of
Iowa,  as the  place  for  holding  any such  special  meeting  of the  Board of
Directors.

Section  6.3.  Notice.  Notice of any  special  meeting  shall be given at least
ninety-six (96) hours previously thereto by written notice delivered  personally
or by U.S. mail,  telegram or electronic  mail  transmission to each Director at
his or her home or business address.  If mailed,  such notice shall be deemed to
be delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram,  such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph  company.  Whenever
any notice  whatever  is required  to be given to any  Director of this  Company
under the Articles of  Incorporation or Bylaws or any provision of law, a waiver
thereof  in  writing,  signed at any time,  whether  before or after the time of
meeting, by the Director entitled to such notice,  shall be deemed equivalent to
the giving of such  notice.  The  attendance  of a Director  at a meeting  shall
constitute a waiver of notice of such meeting, except where a Director attends a
meeting and  objects  thereat to the  transaction  of any  business  because the
meeting  is  not  lawfully  called  or  convened.  Neither  the  business  to be
transacted  at, nor the purpose of, any regular or special  meeting of the Board
of  Directors  need be  specified  in the  notice  or  waiver  of notice of such
meeting.

Section 6.4. Quorum.  Except as otherwise  provided by law or by the Articles of
Incorporation or these Bylaws, a majority of the number of Directors  authorized
by the  Articles of  Incorporation  and  established  in  accordance  with these
Bylaws, shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors,  but a majority of the Directors present (though less
than such  quorum) may adjourn the  meeting  from time to time  without  further
notice.

Section 6.5. Manner of Acting.  The act of the majority of the Directors present
at a  meeting  at which a quorum  is  present  shall be the act of the  Board of
Directors,  unless  the act of a  greater  number is  required  by law or by the
Articles of Incorporation or these Bylaws.

Section 6.6. Presumption of Assent. A Director of this Company who is present at
a meeting of the Board of  Directors  or a committee  thereof at which action on
any  corporate  matter is taken shall be presumed to have assented to the action
taken unless  his/her  dissent shall be entered in the minutes of the meeting or
unless he/she shall file a written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment  thereof or shall forward
such dissent by  registered  mail to the  Secretary of this Company  immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.

Section 6.7.  Informal Action Without Meeting.  Any action required or permitted
by the Articles of  Incorporation  or these Bylaws or any provision of law to be
taken by the Board of  Directors  at a meeting,  or by  resolution  may be taken
without a meeting if a consent  resolution in writing,  setting forth the action
so taken shall be signed by all of the  Directors  then in office.  Such consent
shall  have the same  force  and  effect  as a  unanimous  vote of the  Board of
Directors.

Section 6.8.  Meetings by Conference  Telephone.  Directors may participate in a
meeting of the Board of Directors or a committee  thereof by means of conference
telephone  or  similar  communications   equipment  through  which  all  persons
participating  in the  meeting  can hear each  other.  Such  participation  will
constitute  presence in person at that meeting for the purpose of constituting a
quorum and for all other  purposes.  The place of any meeting  held  pursuant to
this  section  will be  deemed to be the place  stated  in the  minutes  of such
meeting so long as at least one Director is present at that place at the time of
that meeting.

                                   ARTICLE VII
                                   Committees

Section 7.1. Committees. The Chairman of the Board may appoint committees except
standing  committees or any other committee  required to be elected or appointed
by the Board of Directors.  The Board of Directors by resolution  adopted by the
affirmative  vote of a majority of the number of  Directors  as  established  in
accordance  with these Bylaws may designate  one or more standing  committees or
other committees  required to be elected or appointed by the Board of Directors,
each  committee  to consist of three (3) or more  Directors or employees of this
Company  elected or  appointed  by the Board of  Directors  or  appointed by the
Chairman  of the  Board,  as  provided  in said  resolution  which to the extent
provided in said resolution as initially adopted, and as thereafter supplemented
or  amended by further  resolution  adopted by a like vote,  shall have when the
members  thereof  are  exclusively  members of the Board of  Directors,  and may
exercise when the Board of Directors is not in session,  the powers of the Board
of Directors  in the  management  of the  business and affairs of this  Company,
except  action  in  respect  to  dividends  to  policyholders,  election  of the
principal  officers or the filling of  vacancies  in the Board of  Directors  or
committees  created pursuant to this Section or as otherwise  restricted by law.
The Board of  Directors  or its Chairman may elect or appoint one (1) or more of
its members or  employees  of this  Company as provided in said  resolution,  as
alternate  members  of any such  committee  who may take the place of any absent
member  or  members  at any  meeting  of such  committee,  upon  request  by the
President or upon request by the Chairman of such meeting.  Each such  committee
shall fix its own rules  governing the conduct of its  activities and shall make
such  reports  to the  Board of  Directors  of its  activities  as the  Board of
Directors may request.

                                  ARTICLE VIII
                                    Officers

Section 8.1.  Principal  Officers.  The principal  officers of this  Corporation
shall be Chairman  of the Board,  Vice  Chairman  of the Board,  who may also be
designated as Vice President of the Board, Secretary and Treasurer,  all of whom
shall be Directors, and the President, who need not be a Director. All principal
officers  and  Directors  shall be  policyholders  of this  Corporation.  No two
offices may be held by the same person.

Section 8.2.  Chairman of the Board.  The Chairman of the Board shall preside at
all  meetings of members of this  Corporation  and the Board of  Directors.  The
Chairman  shall present an annual  report to the members and appoint  committees
which are not standing  committees or other committees required to be elected or
appointed  by the Board of  Directors.  The  Chairman  shall  perform such other
duties as shall be assigned from time to time by the Board of Directors.

Section  8.3.  Vice  Chairman.  The  Vice  Chairman  shall,  in the  absence  or
disability of the Chairman of the Board,  perform the duties of that office. The
Vice  Chairman  elected  by the Board of  Directors  may be  designated  as Vice
President of the Board.

Section 8.4. Secretary.  The Secretary shall keep, or cause to be kept, a record
of the votes of all  elections,  minutes  of all  annual  meetings  and  special
meetings  of  members  of this  Corporation,  and all  meetings  of the Board of
Directors.  He/She, or any of the Assistant  Secretaries appointed by the Board,
shall  have  the  custody  of the  corporate  seal  and  affix  the  same to all
instruments  required  to be  sealed.  He/She  shall  perform,  or  cause  to be
performed by an Assistant  Secretary,  such other duties as are required by law,
the Board of Directors, and the Bylaws of this Corporation.

Section 8.5.  Treasurer.  The Treasurer  shall be the  financial  officer of the
Board of Directors. He/She shall be responsible for the custody of all funds and
securities  of  this  Corporation  in  accordance  with  the  authorization  and
direction of the Board of Directors.  He/She shall be responsible  for reporting
to the Board of  Directors at each  regular  annual  meeting with respect to the
funds and securities of this Corporation. The Treasurer shall perform such other
duties as are assigned by the Board of  Directors.  He/She shall  furnish to the
Directors,  whenever  required by them, such statements and abstracts or records
as are  necessary  for a  full  exhibit  of  the  financial  condition  of  this
Corporation.

Section 8.6.  President.  The President shall be the principal executive officer
of this Corporation and, subject to the control of the Board of Directors, shall
in general be responsible for the supervision and control of all of the business
and  operations  of  this   Corporation.   He/She  shall  be   responsible   for
authorization  of  expenditure  of all  funds of this  Corporation  as have been
approved  by the Board of  Directors  in the budget or are  within  the  general
authority  granted by the Board of Directors for  expenditure  of funds.  He/She
shall have authority, subject to such rules as may be prescribed by the Board of
Directors,  to appoint such agents and employees of this Corporation as shall be
deemed necessary,  to prescribe their powers,  duties and  compensation,  and to
delegate  authority to them.  Such agents and employees shall hold office at the
discretion of the President.  He/She shall have  authority to sign,  execute and
acknowledge,  on  behalf  of this  Corporation,  all  deeds,  mortgages,  bonds,
contracts under seal, leases, and all other documents or instruments  whether or
not  under  seal  which are  authorized  by or under  authority  of the Board of
Directors  provided that any such documents or instruments may, but need not, be
countersigned  by the  Secretary,  or an  Assistant  Secretary,  and  except  as
otherwise  provided  by  law  or the  Board  of  Directors,  may  authorize  any
administrative  vice president or other officer or agent of this  Corporation to
sign, execute and acknowledge such documents or instruments in his/her place and
stead. In general, the President shall perform all duties incident to the office
of  President  and  such  other  duties  as may be  prescribed  by the  Board of
Directors from time to time.  He/She shall prepare,  or cause to be prepared,  a
report of the business and operations of this Corporation,  for the period since
the last regular  annual  meeting,  for  submission to the Board of Directors at
each regular annual meeting. He/She shall also prepare, or cause to be prepared,
an annual proposed budget for submission to the Board of Directors.

Section 8.7. Assistant  Treasurer.  An Assistant Treasurer shall be appointed by
the Board of Directors.  He/She shall be responsible  for the proper deposit and
disbursement of all funds of this Corporation. He/She shall keep, or cause to be
kept, regular books of account.  He/She shall deposit, or cause to be deposited,
all funds of this  Corporation  in the name of this  Corporation  in such banks,
trust companies or other  depositories as are designated for such purpose by the
Board of Directors from time to time. He/She shall be responsible for the proper
disbursement of funds of this Corporation,  including responsibility that checks
of this  Corporation  drawn on any bank  account  are signed by such  officer or
officers,  agent or agents,  employee or employees of this  Corporation  in such
manner,  including the use of a facsimile  signature  where  authorized,  as the
Board of Directors has determined or authorized, and he/she shall perform all of
the duties incident to the office of Assistant Treasurer,  and such other duties
as from time to time may be assigned by the Treasurer.

An  Assistant  Treasurer  for Home Office  Operations  and one or more  District
Assistant  Treasurers  may be  appointed  by the Board of  Directors,  or by the
President  upon  authorization  of the Board of  Directors,  with  authority and
responsibility  to perform the duties of  Assistant  Treasurer  in the  separate
offices of this Corporation under the supervision of the Assistant Treasurer.

Section 8.8. Other Assistants and Acting Officers.  The Board of Directors shall
have the power to appoint any person to act as assistant  to any officer,  or to
perform the duties of such officer  whenever for any reason it is  impracticable
for such  officer  to act  personally,  and such  assistant  or  acting  officer
appointed  by the Board of  Directors  shall have the power to  perform  all the
duties of the officer to which he/she is so appointed to be assistant,  or as to
which he is so appointed to act,  except as such power may be otherwise  defined
or restricted by the Board of Directors.

Section 8.9. Administrative Officers and Assistant  Administrative Officers. The
President  shall appoint  administrative  officers and assistant  administrative
officers  who shall be appointed  as deemed  appropriate  for the conduct of the
affairs  of this  Corporation  for such term of office as may be  designated  or
without  designated  term of office subject to removal at will or by appointment
of  a  successor  in  office.   The   administrative   officers  and   assistant
administrative officers shall perform such duties and have such authority as may
be assigned from time to time by the President.

In the absence of the President or in the event of his/her  death,  inability or
refusal to act,  the  administrative  officers  in the order  designated  by the
President shall perform the duties of the President,  and when so acting,  shall
have all powers of and be subject to all the restrictions upon the President.

                                   ARTICLE IX
                                  Miscellaneous

Section 9.1.  Principal  Office.  The location of the  principal  office of this
Company shall be in the CUNA Mutual Life Insurance  Company Building on Heritage
Way, in the city of Waverly,  county of Bremer,  and state of Iowa. This Company
may have other offices at such  locations as may be necessary or convenient  for
the conduct of its business.

Section 9.2.  Certification and Inspection of Articles and Bylaws.  This Company
shall keep in its  Principal  Office the  original  or a  certified  copy of its
Articles and its Bylaws as amended or otherwise  altered to date,  both of which
shall be open for  inspection by any Member or Members at all  reasonable  times
during office hours.

Section 9.3.  Corporate  Seal. The Board may adopt,  use, and, at will,  alter a
corporate  seal.  Failure to affix a seal does not affect  the  validity  of any
instrument. This corporate seal may be used in facsimile form.

Section  9.4.  Execution of  Instruments  and  Policies.  The  President,  Chief
Officers, Senior Vice Presidents, Vice Presidents, and such other persons as may
be  designated  pursuant  to duly  adopted  Board  resolutions,  shall each have
authority  to execute and  acknowledge  or attest on behalf of this  Company all
instruments  executed in the name of this  Company.  The Secretary and Assistant
Secretaries  shall  each have  authority  to  attest  and  acknowledge  all such
instruments.

Policies and  endorsements  thereon shall be executed by the  President  and, if
required or desired, by the Secretary or an Assistant Secretary, or in any other
manner  prescribed by applicable  law or  regulation,  or directed by the Board.
Such policies and  endorsements  may bear facsimile  signatures of the President
and, if signing, the Secretary or an Assistant  Secretary.  Facsimile signatures
of the  President,  the  Secretary,  and the  Treasurer  may be  used  on  other
instruments to the extent  permitted by law and by any Board  approved  internal
control directives.

Section 9.5.  Official  Bonds.  In addition to the bonds which law or regulation
require this Company to maintain on its  officers,  employees,  and agents,  the
Board may purchase insurance or other  indemnification or require a special bond
or bonds from any Director,  officer, employee or agent of this Company, in such
sum and with such sureties or insurance carriers as it may deem proper.

Section 9.6.  Voting Stock in Other  Corporations  Stock held by this Company in
another  corporation  shall be voted by the Chairman of the Board, the President
and/or  the Chief  Executive  Officer  unless  the Board of  Directors  shall by
resolution  designate  another officer to vote such stock, and, unless the Board
of  Directors  shall by  resolution  direct how such stock  shall be voted,  the
President  or  other  designated  officer  shall  vote  the  same  in his or her
discretion for the best interests of this Company.

                                    ARTICLE X
                      Indemnification of Company Officials

Section 10.1.  Liability and Mandatory  Indemnification.  This Corporation shall
indemnify  any person who was or is a party or  threatened to be made a party to
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative  (excluding  an action by or in the
right of this  Corporation)  by  reason  of the  fact  that  he/she  is or was a
Director or officer of this Corporation,  or is or was serving at the request of
this Corporation as a Director or officer of another  corporation,  partnership,
joint venture, trust or other enterprise, against expenses, including attorneys'
fees, judgments,  fines and amounts paid in settlement,  actually and reasonably
incurred  by  him/her  in  connection  with  such  action,  suit or  proceeding;
provided, that there is a determination that such person acted in good faith and
in a manner  he/she  reasonably  believed  to be in or not  opposed  to the best
interests of this Corporation,  did not improperly receive personal benefit and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his/her conduct was unlawful. If such determination is not made by final
adjudication in such action, suit or proceeding, it shall be made by arbitration
in Waverly,  Iowa, in accordance  with the rules then prevailing of the American
Arbitration  Association  by a  panel  of  three  (3)  arbitrators.  One  of the
arbitrators will be selected by a committee of at least three (3)  policyholders
appointed  especially  for such purposes by the Board of Directors by a majority
vote of a quorum  consisting  of Directors  who were not parties to such action,
suit or  proceeding  (or, if such a quorum is not  obtainable,  by the Insurance
Commissioner  for the state of Iowa),  the second by the officers and  Directors
who may be entitled  to  indemnification,  and the third by the two  arbitrators
selected by the parties.  The  termination of any action,  suit or proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which he/she reasonably  believed to be in
or not opposed to the best  interests of this  Corporation  and, with respect to
any criminal action or proceeding,  had reasonable cause to believe that his/her
conduct was unlawful.

No  Director  or  officer  shall be liable to this  Corporation  for any loss or
damage by it on account of any action taken or omitted to be taken by him/her as
a Director or officer of this  Corporation  in good faith and in a manner he/she
reasonably  believed  to be in and not  opposed  to the best  interests  of this
Corporation and had no reasonable cause to believe was unlawful,  and a Director
or  officer  shall be  entitled  to rely on  advice  of legal  counsel  for this
Corporation if in good faith and upon financial  statements of this  Corporation
represented to be correct by the President or other officer having charge of the
corporate  books of account or stated in a written report by a certified  public
accountant or upon statements made or information furnished by other officers or
employees of this  Corporation  which he/she had  reasonable  grounds to believe
were true.

Section 10.2. Controlled Subsidiaries.  All officers and Directors of controlled
subsidiaries  of this  Corporation  shall be  deemed  for the  purposes  of this
Article to be serving as such  officers  and  Directors  at the  request of this
Corporation. The right to indemnification granted to such officers and Directors
by this Article shall not be subject to any limitation or restriction imposed by
any  provision  of the  Articles  of  Incorporation  or Bylaws  of a  controlled
subsidiary. For purposes hereof, a "controlled subsidiary" means any corporation
in which at least  fifty-one  percent (51%) of the  outstanding  voting stock is
owned by this Corporation or another controlled subsidiary of this Corporation.

Section 10.3. Advance Payment. Expenses,  including attorneys' fees, incurred in
defending a civil or criminal  action,  suit or proceeding,  may be paid by this
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon  receipt of an  undertaking  by or on behalf of the Director or
officer to repay such  amount  unless it shall  ultimately  be  determined  that
he/she is entitled to be indemnified by this Corporation in accordance with this
Article.

Section 10.4. Other Rights. The  indemnification  provided by this Article shall
not be deemed  exclusive  of any other  rights to which any  officer,  Director,
employee or agent may be otherwise  entitled,  and shall continue as to a person
who has ceased to be a Director or officer and shall inure to the benefit of the
heirs, executors and administrators of such a person.

Section 10.5.  Insurance.  This  Corporation  may, but shall not be required to,
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
Director,  officer, employee or agent of this Corporation,  or is or was serving
at the request of this Corporation as a Director,  officer, employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any liability  asserted  against  him/her and incurred by him/her in any
such  capacity  or arising  out of his/her  status as such,  whether or not this
Corporation would be obligated to indemnify him/her against such liability under
the  provisions of this Article.  Such  insurance  may, but need not, be for the
benefit of all Directors, officers, employees and agents.

                                   ARTICLE XI
                              Emergency Provisions

Section 11.1. Special Bylaw Provisions During  Emergencies.  If as a result of a
declared, national or state, emergency resulting from actual or threatened enemy
action, or, as a result of a natural or man-made  catastrophe,  or other unusual
or emergency  conditions,  it is impossible  to convene  readily a quorum of the
Board of Directors  Executive Committee or any other Committee of the Board, for
action within their  respective  jurisdictions,  thus making it  impossible,  or
impractical,  for this Company to conduct its business in strict accord with the
normal   provisions   of  law,  or  of  these  Bylaws  or  of  the  Articles  of
Incorporation,  then,  and in any of said events,  to provide for  continuity of
operations,  these emergency Bylaws shall supervene and take effect if necessary
over all other  Bylaws for the  duration of the  emergency  period,  and all the
powers  and  duties  vested  in any  committee  or  committees  or the  Board of
Directors,  so  lacking  a quorum  shall  vest  automatically  in the  Emergency
Management Committee which shall consist of all readily available members of the
Board of  Directors.  Three (3) members of the  Emergency  Management  Committee
shall constitute a quorum provided, however, that:

         If there are only two (2) available  Directors,  they and the first one
         of the  following  listed  officials  of this  Company  who is  readily
         available and accepts the  responsibility  (even though he/she is not a
         Director) shall serve as the Emergency Management Committee or if there
         is  only  one  available  Director,  he/she  and the  first  two of the
         following  listed  officials of this Company who are readily  available
         and accept the  responsibility  (even though not Directors) shall serve
         as the Emergency Management Committee:

         (a)      The Chief Executive Officer, if any, or

         (b)      The President, if any, or

         (c)      The Executive Vice  Presidents in order of seniority  based on
                  their period of service in such office, if any, or

         (d)      The Chief Officers in order of seniority based on their period
                  of service in such office, if any, or

         (e)      The Senior  Vice  Presidents  in order of  seniority  based on
                  their period of service in such office, if any, or

         (f)      The administrative Vice Presidents in order of seniority based
                  on their period of service in such office, if any, or

         (g)      The Comptroller, if any, or

         (h)      The  Department  Managers in the order of  seniority  based on
                  length of their period of service in such position, if any, or

         If there is no readily available  Director the first three (3) of those
         just previously  listed in the above order (even though not Directors),
         who are readily available and accept the responsibility, shall serve as
         the  Emergency  Management  Committee,   provided,   however,  that  an
         Emergency Management Committee composed solely of officials who are not
         Directors,  shall not have the power to fill  vacancies on the Board of
         Directors but shall as soon as circumstances permit conduct an election
         of Directors.

If there are no Directors,  Chief Executive Officer,  President,  Executive Vice
President, Chief Officers, Senior Vice Presidents, Vice Presidents,  Comptroller
or  Department  Managers  readily  available  to  form an  Emergency  Management
Committee,  then the  Commissioner of Insurance of the state of Iowa or the duly
designated  person exercising the powers of the Commissioner of Insurance of the
state of Iowa shall appoint three (3) persons to act as the Emergency Management
Committee  who  shall be  empowered  to act in the  manner  and with the  powers
hereinabove  provided when the Emergency Management Committee is composed solely
of officials who are not Directors.

If the Emergency Management Committee takes an action in good faith, such action
shall be valid and binding as if taken by the Board of Directors, or as the case
may be, the Committee it represents,  although it may subsequently  develop that
at the time of such  action  conditions  requisite  for action by the  Emergency
Management Committee did not in fact exist.

If the Emergency  Management Committee in good faith elects someone to an office
which it believes to be vacant,  the acts of such newly elected officer shall be
valid and binding although it may subsequently  develop that such office was not
in fact vacant.

                                   ARTICLE XII
                     Adoption, Amendment or Repeal of Bylaws

Section 12.1. Bylaw Amendment by Board of Directors.  The Bylaws of this Company
may be  amended by a  two-thirds  (2/3)  vote of the Board of  Directors  at any
meeting  of the Board of  Directors  in any  manner  not  inconsistent  with the
insurance   laws  of  the  state  of  Iowa  and  this   Company's   Articles  of
Incorporation,  subject  to the  power of the  Members  to alter or  repeal  any
amendment made by the Board of Directors.  Any particular  article or section of
these Bylaws may provide for amendment only upon vote of the Members. The Bylaws
of this  Company  may also be  amended,  altered,  or repealed in any manner not
inconsistent  with  the  insurance  laws  of the  state  of  Iowa  by a vote  of
two-thirds  (2/3) of the Members  voting at an annual meeting or special vote or
meeting of the Members of this Company.

Section  12.2.  Initiation  of Bylaw  Amendment by Members.  An amendment to the
Bylaws may be initiated by the direct action of the Members as follows:

         One percent (1%) or more of this Company's  Members shall sign and file
         with the  Secretary,  not later than ninety (90) days prior to the date
         of the annual meeting of this Company, a copy of the proposed amendment
         or amendments  together with a brief  statement of the purpose  thereof
         and a statement from this Company's  General  Counsel that the proposed
         amendment  is  acceptable  under Iowa law.  Such a copy of the proposed
         amendment  and  statement of purpose shall be on a form to be furnished
         by the  Secretary  and  shall be  signed  by the  Member,  if a natural
         person, and by the president or treasurer or other authorized  officer,
         if a  corporate  member,  such  officer  having been so  authorized  by
         resolution duly adopted by the board of directors of such corporation.

Upon timely receipt of a proposed amendment to the Bylaws accompanied by the two
required  statements,  properly prepared and signed and arising by action of the
Members as herein provided,  the Secretary shall send or cause to be sent a copy
of such  proposed  amendment to all Members not less than twenty (20) days prior
to the date of the next  annual  meeting.  The  Board  of  Directors  may make a
recommendation to Members as to any such amendment as proposed.

RESTATED BYLAWS: The foregoing shall constitute  Restated Bylaws of this Company
which shall  supersede and take the place of the heretofore  existing Bylaws and
amendments thereto.

                                   EXHIBIT 10

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

1. Proposed Insured
   Name                                                                                   Date of Birth:
                            First                 Middle                   Last

   Address                                                                                Soc. Sec. No.:

   City _______________________   State _________    ZIP                                  Phone (   )         Best Timme to Call:
                                                                                                               Day Eve. Home Work
   Driver's Lic. No. ____________________   Occupation ___________________________   Annual Income $

2. Owner Name                                                                        Relationship
                                                                                                 (Relationship to Proposed Insured)
   Address                                                                           Soc.Sec./Tax ID:
               Street                   City           State        ZIP

3. VUL Plan of Insurance     Specified Amount $_____________

   a. Riders:     Waiver                            b. Dividends:                            d. Policy Guarantee:
                  ADB $___________                      Apply as New Premium                    (If left blank, we will assume none)
                  GIR  $___________                     Cash                                     Basic
                  OIR (See Section 4)                                                            Extended
                  CIR (See Section 4)               c. Death Benefit Option:                     None
                  Other                                 Option 1 (Level)
                   _______________                      Option 2 (Variable)

4. Other Insured Rider (OIR) / Children's Insurance Rider (CIR)
   [Use separate sheet if needed, collect owner and other insured(s) signatures (if age 16 and up) and date.]

                           OIR/CIR               Driver's License No.   Birth                                Beneficiary
  Name and Relationship    Amount    Birth Date   & Soc. Sec. No.       State    Gender   Occupation  (Name and Relationship to OIR)



5. Beneficiary (To list more Beneficiaries, Use Section 8)

                      Name                 Address                  Relationship to Proposed Insured
   Primary

   Contingent

6. Total Life Insurance Coverage  (including those being replaced and pending in other companies):

     Check here if no other coverage.
                                                                                                  Will the New
                                                                                               Coverage Replace or
    Insured Name          Company                Amount     ADB                Year Issued      Change this Policy?

                                                                                                     Yes     No
                                                                                                     Yes     No
                                                                                                     Yes     No

7. Allocations (Whole %; Minimum 5% per Subaccount)
   Premium Payment/
   Insurance Charges
   __________%   Mid-Cap Stock
   __________%   Capital Appreciation Stock
   __________%   Growth and Income Stock
   __________%   Balanced
   __________%   Bond
   __________%   Money Market
   __________%   Global Governments
   __________%   International Stock
   __________%   Emerging Growth
   __________%   High Income
   __________%   Developing Markets
   __________%   Fixed Account
   __________%   Other ____________________________
    100% Total

8. Remarks



9. Notations - Home Office Only:



10. Suitability and Acknowledgement

     a.   Do you  understand  that  the  death  benefit  of this  policy  may be
          variable  or fixed  depending  on whether  you  choose  Option 1 death
          benefit or Option 2 death benefit? M Yes M No

     b.   Do you  understand  that  policy  values may  increase  or decrease in
          accordance with the investment  experience of the separate account?  M
          Yes M No

     c.   Is this  policy in  accordance  with  your  insurance  and  investment
          objectives, financial situation and needs? M Yes M No

     d.   I received a prospectus dated _______________________________.
                                                    Date on Prospectus

     e.   I received  the  Summary  and  Disclosure  Notice for the  Accelerated
          Benefit Option Endorsement.

     f.   I   understand   that  I   will   automatically   have   telephone/fax
          authorization unless the following box is marked:

               I do NOT want telephone/fax authorization.  I understand that the
               representative who signs this application will automatically have
               telephone/fax authorization unless the following box is marked:

               I do NOT want the  representative  who signed this application to
               have telephone/fax authorization.

          See the Optional Program form for details on what  transactions can be
          done by telephone/fax.  If your representative  changes, you will need
          to complete a new authorization form.

11. Payments    Please make checks payable to CUNA Mutual Life Insurance Company

   Initial Payment $____________   Planned Payments $                 No Future Payments
   By:   Check                     By:  ACH (Monthly)  Semiannual     Additional Lump Sum of
         Draft through ACH              Quarterly      Annual         $          deposited
                                        Other                         in the first policy year

Automatic  Payment Plan  Authorization  (ACH) h New Plan h Add to Existing Group No. __________

I authorize  CUNAMutual  Life  Insurance  Company and the financial  institution
named below to initiate deductions or credits to my account either by electronic
funds transfer or paper draft.  This  authorization  will remain in effect until
revoked by me in writing or by telephone.  Monthly  deductions will occur on the
25th of the month, unless another date is selected.

               Draft Date:    1st    5th    10th    15th    20th    25th

    Type of Account:              Share Draft/Checking            Share Account/Savings
                                 (Attach voided check.)        (Only available for accounts accepting electronic deductions.)

   For Share Accounts/Savings:

   Financial Institution
                                          Name                               Address                                     Phone

   Account Number                                                      Routing Number


12. For All Persons  Proposed for Insurance,  complete a-h. For all yes answers,
give name and  details in Section  13. [Use  separate  sheet if needed,  collect
signatures of all proposed insureds (if age 16 and over) and date.]

     Yes  No

               a. Used tobacco in any form within the last 12 months?

               b. Used tobacco in any form within the last 36 months?

               c. Ever had life or disability income insurance denied, rated, or
               otherwise modified?

               d. Within the last five years, had a driver's  license  suspended
               or revoked or had a moving violation or accident?

               e.  Engaged in the last three years or plan to engage  in:flights
               as a pilot, ballooning,  hang gliding,  sky/scuba diving, vehicle
               racing, or similar sports?[If so, include appropriate form(s).]

               f. Been convicted of a felony within the last ten years?

               g. Plan to travel or reside outside the U.S. or Canada within the
               next two years?

               h. Citizen of the United  States?(If yes, no details  needed.  If
               no, details and documentation required.)


13. Statement of Health (Part II) Required for all proposed insureds applying on a non-medical basis.

   Names for whom Part IIis being completed:               Height         Weight            Attending Physician Name and Address
   PI=Proposed Insured;OIR=Other Insured(s)                Ft./In.

   PI

   OIR

   OIR

   OIR

   OIR


   Has any proposed insured under the base policy or the other insured rider:
    Yes No  a. Ever had or been treated by a physician or consulted with a health advisor for any of the following:
               1. Asthma, emphysema, chronic obstructive pulmonary disease (COPD), or other lung/breathing disorder?
               2. High blood pressure, chest pain, heart attack, stroke, or other cardiovascular disorder?
               3. Disorder of the kidney, genitourinary tract, prostate or reproductive systems?
               4. Diabetes, elevated sugar, thyroid or other endocrine disorder?
               5. Ulcers, hepatitis, colitis, cirrhosis, Crohn's disease, disorder of the pancreas, liver or intestines?
               6. Cancer, tumors, polyps or cysts?
               7. Arthritis, disorder of the bones or joints, paralysis or connective tissue disease?
               8. Disorder of the blood, blood vessels, lymph glands or anemia?
               9. Mental, nervous system, seizure, depression or brain disorder?
            b. Ever been treated or advised to seek treatment for the use of alcohol or drugs?
            c. Currently, or within the last five years, consulted a physician or received treatment for any disease, injury, or
               mental disorder not listed in a. or b. above?
            d. Ever  used  cocaine,  sedatives,  stimulants,  narcotics,  heroin, hallucinogens or other drugs except as
               prescribed by a physician?
            e. Ever been diagnosed or treated by a member of the medical profession for an immune deficiency  disorder,
               Acquired Immune Deficiency Syndrome (AIDS), AIDS-Related Complex (ARC),  sexually transmitted disease or
               tested positive for antibodies to the AIDS virus (HIV)?
            f. Ever requested or received a pension, benefits or payment because of an injury, sickness or disability?
            g. Currently taking any prescription medications?
            h. Had a  mother/father/sibling  die  before  age  60 of cardiovascular disease, prostate/breast cancer or diabetes?

Details:Give full details to all "Yes" answers above.
  (Attach a separate sheet with signatures and date if more space is required.)
  Question#    Proposed Insured      Date/Duration        Diagnosis         Physician's Name/Address          Treatment/Medication

14.  Temporary Insurance Agreement

     A.   Upon receipt of the full first premium  required by the Company,  this
          Agreement  provides a  LIMITEDAMOUNTof  life insurance on the proposed
          insured(s) for a LIMITEDTIMEwhile we consider the application for life
          insurance to CUNAMutual Life Insurance Company. No agent of CUNAMutual
          Life  Insurance  Company has authority to waive or change the terms or
          conditions  of this  Agreement.  The amount of  temporary  coverage in
          effect for any proposed  insured is based upon the completion  date of
          all  supplemental  applications  and  medical  exams  required  by our
          published underwriting rules. The amounts are as follows:

          1.   50% of the specified  amount applied for up to a maximum  benefit
               of $150,000 per proposed insured until such time the requirements
               as stated above have been met; or
          2.   100% of the specified  amount applied for up to a maximum benefit
               of  $300,000  per  proposed  insured,  upon  completion  of  such
               requirements.

     B.   No coverage will take effect under this Agreement if:

          1.   the proposed insured commits suicide;
          2.   the  application   contains  material   misrepresentation  or  is
               fraudulently completed;
          3.   any proposed insured has received,  sought or had recommended any
               treatment for cancer,  stroke,  or any disease or disorder of the
               heart, liver or immune system within the past 12 months;
          4.   any proposed  insured has been advised to be hospitalized or is a
               patient in a hospital  or  medical  facility  at the time of this
               Agreement;
          5.   a check or draft  received  in payment of premium is not  honored
               for payment when first presented.

     C.   Coverage  provided  under this  Agreement  does not apply to any rider
          providing waiver of premium or accidental death benefits.

     D.   Coverage under this Agreement ends automatically on the EARLIESTof the
          following:  1) when coverage  starts under the policy  applied for; 2)
          when we offer a policy  other  than as  applied  for;  3) when we mail
          notice to the owner(s) of our decision to decline the  application  or
          terminate  coverage under this  Agreement;  4) when the owner requests
          cancellation;  or 5) 60 days after the date of the application.

     IF ANY OF THE CONDITIONS OF THIS AGREEMENT ARE NOT MET, IT IS NOT IN EFFECT
     AND THE COMPANY'S SOLE LIABILITY WILL BE TO RETURN ANY PREMIUM  ACCEPTED TO
     THE OWNER.

15.  Agreement/Authorization

     All  statements  and answers given on Part Iand IIof this  application  are
     true and complete to the best of my knowledge and belief.  This application
     and any  supplemental  application(s)  will be the  basis of any  insurance
     issued. Except as stated in the Temporary Insurance Agreement, no insurance
     will take effect unless a policy is issued by the Company,  received by the
     proposed  insured/owner  and the first  premium is paid while my health and
     other factors affecting my insurability are as described in my application.
     Agents or  examiners  cannot  determine  insurability,  change terms of the
     application,  or make a contract for the Company.  In states where  written
     consent is  required,  my agreement in writing is required for entries made
     by the Company in Section 9as to age, plan, riders, amount, or rate class.

     Any person who, with intent to defraud or knowing that s/he is facilitating
     a fraud  against  an  insurer,  submits  an  application  or  files a claim
     containing  a false or deceptive  statement  is guilty of insurance  fraud,
     which  is a  crime.  I  authorize  any  health  care  providers,  insurance
     companies, the Medical Information Bureau, Inc., consumer reporting agency,
     financial institution,  or employer having information about my physical or
     mental condition,  financial status,  employment  status, or other relevant
     information  about  me or my minor  children  to give  all  information  to
     CUNAMutual   Life   Insurance   Company  or  its  reinsurers  to  determine
     eligibility  for  insurance  or  benefits.  Information  obtained  will  be
     released only to reinsurers,  the Medical Information Bureau, Inc., persons
     performing  business with my application  and subsequent  insurance-related
     duties, as required by law, or as I authorize.

     I agree this  authorization  is valid for 30 months,  a copy is as valid as
     the original, and Ican receive a copy upon request. The Important Notice to
     Applicants for Insurance has been received by me.

     I, the proposed  owner(s)  certify  under  penalties  of perjury,  that the
     taxpayer identification  number(s) shown under Sections 1 and2 (if Owner is
     other than the Insured), is my correct taxpayer identification number and I
     am NOT subject to backup withholding unless I have marked the box below:

          I have been  notified  that I am subject to backup  withholding  under
          Internal Revenue Section 3406(a)(1)(c) and the payor shall withhold in
          accordance with withholding requirement imposed by law.

     The  Internal  Revenue  Service  does  not  require  your  consent  to  any
     provisions of this document other than the certifications required to avoid
     backup withholding.

     Agent:To the best of your knowledge,  will coverage applied for replace any
     existing policy?    Yes     No Signed on _____________ at
                                                  Date          City/State        Signature of Agent             Agent No.


       Signature of Proposed Insured (if age 16 and over)              Signature of Owner (if other than Proposed Insured)


       Signature of Other Insured (if age 16 and over)                 Signature of Other Insured (if age 16 and over)

If payments will be deducted from an account through ADC:
                                                              Signature of Account Owner (if other than Proposed Insured/Owner)



                                   ATTENTION:
                               IMPORTANT NOTICE TO
                            APPLICANTS FOR INSURANCE

            THIS NOTICE IS TO BE READ BY THE APPLICANT FOR INSURANCE
           (GIVE TO PROPOSED INSURED; IF MINOR, TO PARENT OR GUARDIAN)

In order to evaluate your  application for insurance,  CUNAMutual Life Insurance
Company or its  reinsurers  may ask for  medical or other  personal  information
about you and any other person to be insured from medical professionals,  or the
Medical Information  Bureau,  Inc.  Information we collect about you will not be
given to anyone  without  your  consent,  except when  necessary  to conduct our
business.  A brief  report  may be made to the  Medical  Information  Bureau,  a
non-profit membership  organization of life insurance companies,  which operates
an information exchange on behalf of its members. If you apply to another Bureau
member company for life or health  insurance,  or a claim is submitted to such a
company, the Bureau will, upon request,  supply such company with information in
its file.  CUNAMutual Life Insurance  Company or its reinsurers may also release
information in its file to other life insurance  companies to whom you may apply
for insurance,  or to affiliated companies,  or to whom a claim for benefits may
be submitted.

If you ask, the Bureau will arrange disclosure of any information it may have in
your file. If you question the accuracy of information in the Bureau's file, you
may contact the Bureau and seek a correction in accordance  with the  procedures
set forth in the Federal Fair Credit  Reporting Act. The address of the Bureau's
information office is Post Office Box 105, Essex Station, Boston,  Massachusetts
02112, telephone number (617) 426-3660.

Also,  as part of our normal  procedure  for  processing  your  application,  an
investigative  consumer report or other consumer  report may be prepared.  In an
investigative   consumer  report,   information  is  obtained  through  personal
interviews with your neighbors, friends, or others with whom you are acquainted.
This inquiry, if obtained,  typically includes information as to your character,
general  reputation,  and mode of living,  except as may be related  directly or
indirectly to your sexual orientation. If you ask, you may be interviewed by the
agency  preparing  your  report.  Information  you  give to the  agency  will be
included in the report sent to us.

You may make a written  request  to the Chief  Underwriter  of  CUNAMutual  Life
Insurance Company within a reasonable period of time for additional  information
about the nature and scope of this investigation.

Through  these  inquiries we seek to offer you  coverage at the lowest  possible
cost.

                        CUNAMutual Life Insurance Company
                                2000 Heritage Way
                                Waverly, IA50677



                                     RECEIPT

        ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO THE INSURANCE COMPANY.
        DO NOT MAKE CHECK PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK.

  $_________________received from                         on __________________
                                     Owner Name                     Date

  Method of Payment:    Money Order    Check Number _________

We  acknowledge  receipt  of the  amount  above  with an  application  for  life
insurance.  The applicants may be covered under a Temporary  Insurance Agreement
while we consider the  application  for life  insurance.  If you have questions,
please contact your representative. If you do not have a representative, contact
CUNAMutual Life Insurance Company.


- ---------------------------------------------
   Signature of Agent         Agent No.
                                                                                                                    M Yes   M No
</TABLE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, James C. Barbre,  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 Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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  Registration  Statements  and  Amendments  thereto  with the
Securities and Exchange  Commission  for the CUNA Mutual Life Variable  Account.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                              /s/ James C. Barbre
                              James C. Barbre
                              Director, CUNA Mutual Life Insurance Company

<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 Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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  Registration  Statements  and  Amendments  thereto  with the
Securities and Exchange  Commission  for the CUNA Mutual Life Variable  Account.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

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



<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, W. F. Broxterman,  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 Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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  Registration  Statements  and  Amendments  thereto  with the
Securities and Exchange  Commission  for the CUNA Mutual Life Variable  Account.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                              /s/ W. F. Broxterman
                               W. F. Broxterman
                               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 Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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  Registration  Statements  and  Amendments  thereto  with the
Securities and Exchange  Commission  for the CUNA Mutual Life Variable  Account.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

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



                                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 Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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  Registration  Statements  and  Amendments  thereto  with the
Securities and Exchange  Commission  for the CUNA Mutual Life Variable  Account.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                               /s/ Loretta M. Burd
                               Loretta M. Burd
                               Director, CUNA Mutual Life Insurance Company


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Ralph B.  Canterbury,  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 Kevin S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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 Registration  Statements and Amendments  thereto with
the  Securities  and  Exchange  Commission  for the CUNA  Mutual  Life  Variable
Account.  This Power of Attorney shall terminate at the end of my appointed term
as Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                                 /s/ Ralph B. Canterbury
                                 Ralph B. Canterbury
                                 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 Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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  Registration  Statements  and  Amendments  thereto  with the
Securities and Exchange  Commission  for the CUNA Mutual Life Variable  Account.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                                  /s/ Joseph N. Cugini
                                  Joseph N. Cugini
                                  Director, CUNA Mutual Life Insurance Company



                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, Rudolf J. Hanley, 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 Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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  Registration  Statements  and  Amendments  thereto  with the
Securities and Exchange  Commission  for the CUNA Mutual Life Variable  Account.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                                  /s/ rudolf J. Hanley
                                  Rudolf J.  Hanley
                                  Director, CUNA Mutual Life Insurance Company



                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I,  Jerald R.  Hinrichs,  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 Kevin S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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 Registration  Statements and Amendments  thereto with
the  Securities  and  Exchange  Commission  for the CUNA  Mutual  Life  Variable
Account.  This Power of Attorney shall terminate at the end of my appointed term
as Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                                 /s/ Jerald R. Hinrichs
                                 Jerald R. Hinrichs
                                 Director, CUNA Mutual Life Insurance Company



                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I,  Michael B.  Kitchen,  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 Kevin S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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 Registration  Statements and Amendments  thereto with
the  Securities  and  Exchange  Commission  for the CUNA  Mutual  Life  Variable
Account.  This Power of Attorney shall terminate at the end of my appointed term
as Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                               /s/ Michael B. Kitchen
                                Michael B. Kitchen
                                Director, CUNA Mutual Life Insurance Company



                                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 Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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  Registration  Statements  and  Amendments  thereto  with the
Securities and Exchange  Commission  for the CUNA Mutual Life Variable  Account.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                                   /s/ Robert T. Lynch
                                   Robert T. Lynch
                                   Director, CUNA Mutual Life Insurance Company


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Brian L.  McDonnell,  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 Kevin S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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 Registration  Statements and Amendments  thereto with
the  Securities  and  Exchange  Commission  for the CUNA  Mutual  Life  Variable
Account.  This Power of Attorney shall terminate at the end of my appointed term
as Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                                   /s/ Brian L. McDonnell
                                   Brian L. McDonnell
                                   Director, CUNA Mutual Life Insurance Company



                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Clark  Alan  Peppers,  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 Kevin S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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 Registration  Statements and Amendments  thereto with
the  Securities  and  Exchange  Commission  for the CUNA  Mutual  Life  Variable
Account.  This Power of Attorney shall terminate at the end of my appointed term
as Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                                 /s/ Clark Alan Peppers
                                 Clark Alan Peppers
                                 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 Kevin S.
Thompson,  Steve R. Suleski, or Faye A. Patzner,  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  Registration  Statements  and  Amendments  thereto with the Securities and
Exchange  Commission  for the CUNA Mutual Life Variable  Account.  This Power of
Attorney shall terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                              /s/ Omer K. Reed
                              Omer K. Reed
                              Director, CUNA Mutual Life Insurance Company



                                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 Kevin S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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 Registration  Statements and Amendments  thereto with
the  Securities  and  Exchange  Commission  for the CUNA  Mutual  Life  Variable
Account.  This Power of Attorney shall terminate at the end of my appointed term
as Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                              /s/ Richard C. Robertson
                              Richard C. Robertson
                              Director, CUNA Mutual Life Insurance Company



                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I,  Rosemarie M.  Shultz,  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 Kevin S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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 Registration  Statements and Amendments  thereto with
the  Securities  and  Exchange  Commission  for the CUNA  Mutual  Life  Variable
Account.  This Power of Attorney shall terminate at the end of my appointed term
as Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                                 /s/ Rosemarie M. Shultz
                                 Rosemarie M. Shultz
                                 Director, CUNA Mutual Life Insurance Company



                                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 Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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  Registration  Statements  and  Amendments  thereto  with the
Securities and Exchange  Commission  for the CUNA Mutual Life Variable  Account.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                                  /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 Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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  Registration  Statements  and  Amendments  thereto  with the
Securities and Exchange  Commission  for the CUNA Mutual Life Variable  Account.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                                  /s/ Farouk D. G. Wang
                                  Farouk D. G. Wang
                                  Director, CUNA Mutual Life Insurance Company



                                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 Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  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  Registration  Statements  and  Amendments  thereto  with the
Securities and Exchange  Commission  for the CUNA Mutual Life Variable  Account.
This  Power of  Attorney  shall  terminate  at the end of my  appointed  term as
Director.

WITNESS MY HAND AND SEAL this 15th day of June, 1999.

                                  /s/ Larry T. Wilson
                                  Larry T.  Wilson
                                  Director, CUNA Mutual Life Insurance Company




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