CUNA MUTUAL LIFE VARIABLE ACCOUNT
485BPOS, 1999-04-22
Previous: MEDIAONE GROUP INC, SC 13D, 1999-04-22
Next: ENSTAR INCOME PROGRAM 1984-1 LP, SC 14D1, 1999-04-22



              As filed with the Securities and Exchange Commission
                                on April 22, 1999

                            Registration No. 33-19718


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                         POST-EFFECTIVE AMENDMENT NO. 19

                                       TO

                                    FORM S-6

                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                              (Exact Name of Trust)

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

                     Name and complete address of agent for
                                    service:

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

It is proposed that this filing will become effective (check appropriate box)

     |_| immediately  upon filing pursuant to paragraph (b) of Rule 485 
     |X| on May 1, 1999 pursuant to paragraph (b) of Rule 485 
     |_| 60 days after filing  pursuant to paragraph  (a)(i) of Rule 485 
     |_| on pursuant to  paragraph  (a)(i) of Rule 485 
     |_| 75 days after filing pursuant to paragraph  (a)(ii) 
     |_| on pursuant to paragraph (a)(ii) of Rule 485


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

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

<PAGE>


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

N-8B-2 Item                   Caption in Prospectus

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


<PAGE>


CUNA MUTUAL LIFE INSURANCE COMPANY                                    PROSPECTUS
2000 Heritage Way, Waverly, Iowa  50677-9202
(319) 352-4090        (800) 798-5500                                 MAY 1, 1999
- --------------------------------------------------------------------------------

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

The Company designed the Policy to provide  insurance for the entire life of the
insured as well as an investment element. The Policy's flexibility allows you to
provide for changing  insurance needs under a single insurance  policy.  You, as
the owner of a Policy, may make the following choices:

(1)   The amount of insurance you desire.

(2)   The size and frequency of premium payments.

(3)   How you want your premiums allocated.  You may allocate premiums to one or
      more of the  Subaccounts  of the Separate  Account which in turn invest in
      one or more of the following Funds:

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

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

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

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

(4) Which death benefit you desire:
      Option 1 is equal to the Specified Amount (or Face  Amount) of your Policy
      Option 2 is equal to the Specified Amount plus the Accumulated Value of 
        your Policy

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

Please  read this  prospectus  carefully  and keep it for  future  reference.  A
current prospectus for the Funds must accompany this prospectus.

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

These  securities  have not been approved or  disapproved  by the Securities and
Exchange  Commission nor has the Commission passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a criminal offense.

<PAGE>


                                TABLE OF CONTENTS
                                                                            PAGE

   
SUMMARY OF THE POLICY..........................................................1


Other..........................................................................2


Expenses.......................................................................2


INDEX OF TERMS.................................................................3


THE POLICY.....................................................................5

   PREMIUMS....................................................................5
     Applying for a Policy.....................................................5
     Flexibility of Premiums...................................................5
     Minimum Death Benefit Guarantee...........................................5
     Target Premium............................................................5
     Net Premiums..............................................................5
   PREMIUMS TO PREVENT LAPSE...................................................5
     Grace Period..............................................................5
     Lapse.....................................................................5
     No-Lapse Guarantee........................................................5
     Reinstatement.............................................................6
   ALLOCATION OF NET PREMIUMS..................................................6
     Dollar Cost Averaging.....................................................6
   ULTRA SERIES FUND...........................................................7
   T. ROWE PRICE INTERNATIONAL SERIES, INC.....................................7
   MFS VARIABLE INSURANCE TRUST................................................8
   RESOLVING MATERIAL CONFLICTS................................................8
   INTEREST BEARING ACCOUNT....................................................9
   CHARGES AND DEDUCTIONS......................................................9
     Fund Changes..............................................................9
     State Premium Taxes.......................................................9
     Monthly Deduction.........................................................9
     Mortality and Expense Risk Charge........................................10
     Contingent Deferred Sales and Administrative Charges.....................10
     Transfer Fee.............................................................12
     Federal and State Income Taxes...........................................12
     Duplicate Policy Charge..................................................12
     Change of Specified Amount Charge........................................12
   POLICY VALUES..............................................................12
     Accumulated Value........................................................12
     Cash Value...............................................................13
     Net Cash Value...........................................................13
     Unit Value Guarantee.....................................................13
   POLICY BENEFITS............................................................13
     Death Proceeds...........................................................13
     Minimum Death Benefit Guarantee..........................................14
     Surrender Proceeds.......................................................14
     Maturity Proceeds........................................................15
     Payment of Proceeds/Settlement Options...................................15
   OTHER POLICY BENEFITS AND PROVISIONS.......................................16
     Conditions for Policy Issue..............................................16
     Issue Date...............................................................16
     Owner, Beneficiary.......................................................16
     Incontestability.........................................................17
     Right-to-Examine Period..................................................17
     Policy Loans.............................................................18
     Transfer of Values.......................................................18
     Change of Allocations....................................................19
     Change of Death Benefit Option...........................................19
     Change of Specified Amount...............................................20
     Conversion/Exchange of Policy............................................20
     Transfer of Ownership....................................................21
     Collateral Assignments...................................................21
     Effect of Misstatement of Age or Sex.....................................21
     Suicide..................................................................21
     Dividends................................................................21
     Suspension of Payments...................................................22
     Accelerated Benefit Option...............................................22
   RIDERS.....................................................................23
     Children's Insurance.....................................................23
     Guaranteed Insurability..................................................23
     Accidental Death Benefit.................................................23
     Automatic Increase.......................................................23
     Other Insured............................................................23
     Term Insurance...........................................................23
     Disability Waiver of Monthly Deductions..................................23
     Waiver of Premium and Monthly Deduction Disability Benefit...............23
     Executive Benefits Plan Endorsement......................................24

THE COMPANY...................................................................24


THE SEPARATE ACCOUNT..........................................................24


FEDERAL INCOME TAX CONSIDERATIONS.............................................25

   TAX STATUS OF THE POLICY...................................................25
   TAX TREATMENT OF POLICY BENEFITS...........................................26
   SPECIAL RULES FOR PENSION AND PROFIT-SHARING PLANS.........................27
   BUSINESS USES OF THE POLICY................................................27
   POSSIBLE TAX LAW CHANGES...................................................27
   THE COMPANY'S TAXES........................................................27

CUNA MUTUAL LIFE INSURANCE COMPANY DIRECTORS AND EXECUTIVE OFFICERS...........27


ADDITIONAL INFORMATION........................................................29

   STATE REGULATION...........................................................29
   LEGAL PROCEEDINGS..........................................................29
   INDEPENDENT AUDITORS.......................................................30
   ACTUARIAL MATTERS..........................................................30
   REGISTRATION STATEMENT.....................................................30
   PREPARING FOR YEAR 2000....................................................30
   DISTRIBUTION OF POLICIES...................................................30
   UNISEX POLICIES............................................................30

FINANCIAL STATEMENTS..........................................................31


APPENDIX A ILLUSTRATIONS OF POLICY VALUES AND DEATH BENEFITS..................69


APPENDIX B  FIRST YEAR CONTINGENT DEFERRED CHARGES PER $1,000 OF 
  SPECIFIED AMOUNT............................................................79


APPENDIX C  FIRST YEAR CONTINGENT DEFERRED CHARGES PER $1,000 OF 
  SPECIFIED AMOUNT UNISEX.....................................................81


APPENDIX D DEATH BENEFIT RATIO................................................82
    


<PAGE>



                              SUMMARY OF THE POLICY

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

The Owner has flexibility,  within  limitations,  to determine the frequency and
amount of premiums.  (See Premiums - Flexibility  of Premiums).  The Policy does
not require the Owner to follow a fixed premium  payment  schedule.  The Company
does not guarantee the amount and/or duration of the life insurance coverage and
value of the  Policy,  and the value may  increase  or  decrease  to reflect the
investment  performance of the applicable  Subaccounts.  Accordingly,  the Owner
bears the investment risk of any decrease, but reaps the benefit of any increase
in the value of the underlying assets.

As long as the  Policy  remains  In Force,  the Policy  will  provide  for death
proceeds payable to the Beneficiary upon the Insured's death, Accumulated Value,
surrender rights, and Policy loan privileges. The Policy will remain In Force so
long as Net Cash Value is sufficient to pay certain  monthly  charges imposed in
connection  with the Policy,  otherwise,  after a grace period,  the Policy will
Lapse without  value.  (See  Premiums to Prevent  Lapse,  Grace  Period,  Lapse,
No-Lapse Guarantee, and Reinstatement). However, the Company guarantees that the
Policy will remain In Force  during the first three  Policy Years as long as you
meet certain  requirements  related to the required minimum premium during those
years.  If a Policy  Lapses  while loans are  outstanding,  certain  amounts may
become  subject  to income  tax and a 10%  penalty  tax.  (See Tax Status of the
Policy).  The minimum Specified Amount for which the Company normally will issue
a Policy is $50,000 ($10,000 for Issue Ages 65 and over).

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

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

Premiums. The policy requires an initial premium. After the initial premium, the
Owner may select an annual premium plan,  and pay premiums in accordance  with a
schedule.  The Owner may vary the amount and frequency  and skip planned  annual
payments. (See Premiums - Flexibility of Premiums).

The initial  premium and the minimum  premium  depend on the Insured's age, sex,
and risk class,  Specified Amount selected, and any supplemental riders. You may
pay premiums after the initial premium at any time while the Policy is In Force,
within limits.  (See Premiums - Flexibility of Premiums).  You may then allocate
your Net Premiums to the Subaccounts and the Interest Bearing Account.

Charges and Expenses

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

Monthly Deductions. The Monthly Deductions are deducted from Net Cash Value (or,
in limited circumstances, the Deferred Charges Account) on each Monthly Day. The
Monthly Deductions equal the sum of

         (1) a cost of insurance charge,
         (2) the cost of additional insurance riders and benefits, if any,
         (3) a policy fee of $3 per month for Policies  with Issue Ages 0-19 and
             $6 per month for all remaining Policies,  and 
         (4) an administrative fee which equals $.45 per thousand dollars of 
             Specified Amount per year.

The  administrative fee is assessed only during the first 10 Policy years, or on
an increase in Specified  Amount,  during the first 10 years after the increase.
(See Charges and Deductions - Monthly Deduction).

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

Fund Expenses.  The Fund prospectuses  describe the Fund expenses in detail. The
table below  summarizes the annual Fund expenses (as a percentage of average net
assets) for the year ended December 31, 1998.
<TABLE>
<CAPTION>

   
                                                        Management                Other           Total Annual Fund
                                                           Fees                 Expenses              Expenses
    
         ----------------------------------------- ---------------------- ---------------------- --------------------
        <S>                                              <C>                    <C>                   <C>  
         Capital Appreciation Stock Fund                    0.80%                  0.01%                 0.81%
         ----------------------------------------- ---------------------- ---------------------- --------------------
         Growth and Income Stock Fund                       0.60%                  0.01%                 0.61%
         ----------------------------------------- ---------------------- ---------------------- --------------------
         Balanced Fund                                      0.70%                  0.01%                 0.71%
         ----------------------------------------- ---------------------- ---------------------- --------------------
         Bond Fund                                          0.55%                  0.01%                 0.56%
         ----------------------------------------- ---------------------- ---------------------- --------------------
         Money Market Fund                                  0.45%                  0.01%                 0.46%
         ----------------------------------------- ---------------------- ---------------------- --------------------
         Treasury 2000                                      0.45%                  0.00%                 0.45%
         ----------------------------------------- ---------------------- ---------------------- --------------------
         International Stock Portfolio(1)                      1.05%                  0.00%                 1.05%
         ----------------------------------------- ---------------------- ---------------------- --------------------
   
         MFS Global Governments Series                      0.75%                     0.36%(2)(3)           1.11%
         ----------------------------------------- ---------------------- ---------------------- --------------------
         MFS Emerging Growth Series                         0.75%                     0.10%(2)              0.85%
         ----------------------------------------- ---------------------- ---------------------- --------------------
<FN>
         (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.
</FN>
</TABLE>
    

Partial  Surrender  Charge.  On each partial  surrender,  the Company assesses a
charge equal to the lesser of $25 or 2% of the amount surrendered.

Contingent Deferred Charges.  The Company assesses contingent deferred sales and
administrative  charges upon full surrender of Policy during the first 10 Policy
years. The charges vary by the age of Insured at issue, sex, and smoking status.
In no instance will the charges exceed 30% of the lesser of premiums paid or the
guideline annual premium of the Policy. (See Charges and Deductions - Contingent
Deferred Sales and Administrative Charges; and Appendix B).

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

Change of Specified Amount Charge. The Company will assess a $50 charge for each
change of Specified  Amount after the first request in a Policy year. (See Other
Policy Benefits and Provisions - Change of Specified Amount).

Policy  Benefits.  Two death benefit options are available  under the Policy:  a
level  death  benefit  ("Option  1") and a death  benefit  that may  increase or
decrease ("Option 2"). (See Death Benefit Options page 13). The Owner may change
the death benefit option and the Specified Amount.  Death Proceeds are available
as a lump sum or under a variety of settlement  options.  (See Policy Benefits -
Death Proceeds).  Supplemental benefits and/or riders are available.  (See Other
Policy Benefits and Provisions).

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

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

Transfer of Values.  The Owner may transfer  Accumulated Value between and among
the  Subaccounts  and the  Interest  Bearing  Account.  The  Owner may make four
transfers a year without  charge.  (See Other Policy  Benefits and  Provisions -
Transfer of Values).

The Separate Account.  The Separate Account consists of nine  Subaccounts.  Each
Subaccount  invests in the  corresponding  portfolio  or series of Ultra  Series
Fund, T. Rowe Price International  Series,  Inc., and the MFS Variable Insurance
Trust.

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

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

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

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

Owner  Inquiries.  If you have  questions,  you may write or call the Company at
2000 Heritage Way, Waverly, Iowa 50677-9202, 1-800-798-5500.

                                 INDEX OF TERMS

We have  tried  to use  simple,  clear  language  as much  as  possible  in this
prospectus.  However, the very nature of the contract requires certain technical
words or terms.  We have described  those terms  throughout the  prospectus.  In
addition,  the following is a brief explanation of some of the terms used in the
Policy.


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


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


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


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


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


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


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


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


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


Fund. An investment  portfolio  (sometimes  called a Series) of the Ultra Series
Fund, the T. Rowe Price International Series, Inc. or the MFS Variable Insurance
Trust.


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


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


Indebtedness. Policy loans plus accrued interest on the loans.


Insured. Person whose life is insured under the Policy.


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


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


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


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


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


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


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


Owner (you, your). The Owner as named in the application. The Owner may be other
than the Insured.


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


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


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


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


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


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


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


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


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


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


                                   THE POLICY

Premiums

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
premium as further  described below. You must pay the Initial Premium during the
lifetime of the Insured,  on or before the Issue Date.  All  premiums  after the
Initial Premium must be paid to the Home Office.

Flexibility  of  Premiums.  The Policy  provides  for a planned  annual  premium
determined by the Owner. The Owner is not required to pay premiums in 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 premium at any time while the Policy is In Force.

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

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

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

The total of all premiums paid may never exceed the maximum  premium  limitation
determined  by the Internal  Revenue Code for  treatment of the Policy as a life
insurance  policy.  If at any time a premium is paid which would result in total
premiums exceeding the maximum premium limitation,  the Company will only accept
that portion of the premium which would make total  premiums  equal the maximum.
The Company will return any excess amount and will not accept  further  premiums
until the maximum premium limitation increases.

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

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

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

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

Premiums to Prevent Lapse

Grace  Period.  If the Net Cash Value on any Monthly Day is less than the amount
needed to pay the Monthly Deduction, and the no-lapse guarantee or minimum death
benefit  guarantee  is not  in  effect,  the  Company  will  mail  a  notice  of
termination  to the Owner.  A grace period of 61 days will begin on the date the
notice is mailed.  To avoid the Policy  lapsing at the end of the grace  period,
the Owner must:  (1) pay  sufficient  premium to increase  the Net Cash Value to
zero by the  end of the  grace  period,  or (2) if  prior  to the  third  Policy
Anniversary,  and no requested increase in Specified Amount was made, either the
above  amount or the amount  needed to qualify for the  no-lapse  guarantee.  In
addition to allowing the Policy to remain In Force, payment of the latter amount
will reinstate the no-lapse guarantee.

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

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


   
In cases where the no-lapse guarantee is in effect and there is insufficient Net
Cash Value to pay the Monthly  Deduction,  Accumulated  Value from the  Deferred
Charges  Account, will be used to pay the Monthly  Deduction.  (See  Charges And
Deductions - Contingent  Deferred Sales and  Administrative  Charges.)  Deferred
Charges are collected  only if the Policy is  surrendered  during the first nine
Policy  years  after the Issue Date or the first nine years after an increase in
Specified  Amount,  whichever is applicable.  The Company will waive any Monthly
Deduction remaining after the Deferred Charges have been exhausted. (See Charges
And Deductions - Monthly Deduction.)
    


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

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

     o    the request is in writing;

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

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

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

   
     o    if Lapse occurs  during the twelve  months  following  the Issue or an
          Increase,  the Owner pays an amount  equal to the  difference  between
          Deferred  Charges on the date of Lapse and Deferred Charges on date of
          reinstatement computed as if the Lapse had not occurred
    

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

Allocation of Net Premiums

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

Allocation of initial premium payments will be handled as follows:

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

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

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

The  Separate  Account  invests  in shares  of  open-end  management  investment
companies of the series type with one or more  investment  portfolios or series.
Each  investment   company  is  registered  with  the  Securities  and  Exchange
Commission ("SEC").

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

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

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.

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

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

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

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

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

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  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  through  investments   primarily  in  debt  obligations  and  also
corporate bonds and mortgage-backed and assets-backed securities.

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

Availability  of the Funds.  The Separate  Account  purchases  shares of T. Rowe
Price  International  Stock Portfolio,  MFS Global  Governments  Series, and MFS
Emerging  Growth Series in accordance  with  separate  participation  agreements
between  the  Company  and T. Rowe  Price  International  Series,  Inc.  and MFS
Variable  Insurance  Trust,  as  appropriate.  The  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  Variable
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 Variable 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  Variable  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.

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

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

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

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

Interest Bearing Account

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

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.  Charges and  deductions  for state
Premium Taxes and charges against the Separate  Account and the Interest Bearing
Account are described below.

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

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

         o the Cost of Insurance for that month; plus

         o the monthly Policy fee; plus

         o the monthly administrative fee; plus

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

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

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

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

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

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

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  Accumulated  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, Accumulated Value is first
used to offset the initial Specified Amount, and any Accumulated Value in excess
of the initial Specified Amount is then used to offset the increase in Specified
Amount.

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

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

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

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

Mortality  and Expense Risk Charge.  The Company  daily  deducts a mortality and
expense  risk  charge of  .00002466%  of the  Policy's  Net  Asset  Value in the
Separate  Account (and the Policy's  Accumulated  Value in the Interest  Bearing
Account),  which is equal on an annual  basis to 0.9% of the daily  value of the
net  assets  of the  Separate  Account  (and the  value in the  general  account
attributable  to the Interest  Bearing  Account).  The mortality risk assumed is
that the Insured may not live as long as  expected.  The expense risk assumed by
the Company is that the actual expense will be greater than that expected by the
Company.  The Company has primary  responsibility for all administration for the
Policy,   the  Separate  Account  and  the  Interest   Bearing   Account.   Such
administration  includes,  among other things,  Policy  issuance,  underwriting,
maintenance of Policy  records,  Policy service,  and all  accounting,  reserves
calculations,  regulatory and reporting requirements,  and audit of the Separate
Account.  If  proceeds  from this charge are not needed to cover  mortality  and
expense  risks,  the Company may use  proceeds  to finance  distribution  of the
Policies or for any other lawful purpose.

   
Contingent  Deferred Sales and Administrative  Charges. To reimburse the Company
for sales expenses and Policy issue  expenses,  the Company  deducts  contingent
deferred sales and administrative charges ("Deferred Charges") from the proceeds
in the event of a complete surrender of the Policy during the first ten years. A
chart showing the percentage of Deferred  Charges  remaining at the beginning of
Policy years 2 through 9 is shown below.  The  contingent  deferred sales charge
will be used to offset the expenses  that were incurred in the  distribution  of
the  Policy,   including  but  not  limited  to  representatives'   commissions,
advertising,   sales  materials,   training   allowances,   and  preparation  of
prospectuses.  In no  instance  will the  charge  exceed  30% of the  lesser  of
premiums paid or the "guideline  annual premium" The "guideline  annual premium"
is  approximately  equal to the amount of premium  that would be  required on an
annual  basis to keep the Policy In Force if the Policy  had a  mandatory  fixed
premium schedule  assuming (among other things) a 5% net investment  return.  If
you would like to obtain the guideline  annual premim specific to your contract,
please contact the Company.
    

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

The Company will use the contingent  deferred  administrative  charge to recover
the first-year costs of underwriting and issuing the Policy. They are contingent
in that they will not be collected  unless the Policy is surrendered  during the
first nine Policy years.  The Company will not deduct any Deferred  Charges from
the proceeds in the event of a partial surrender of the Policy.

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

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

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

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

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

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

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

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

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

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

   
Net Premiums paid  following the payment of the Monthly  Deduction with Deferred
Charges will first be transferred  from the Subaccounts  and/or Interest Bearing
Account to the Deferred Charges Account on the day the premiums are received, to
the extent  necessary to bring the Deferred Charges Account to the same level as
if no Deferred Charges had been used to pay the Monthly  Deduction,  and if on a
Policy  Anniversary,  the  reduction  in  Deferred  Charges  had taken  place as
scheduled. If the premium is paid on a Monthly Day during the first Policy year,
additional  amounts will be transferred to the Deferred  Charges  Account.  This
process of using  Deferred  Charges to pay the Monthly  Deduction  will continue
every  Monthly  Day that:  (1) there is  insufficient  Net Cash Value to pay the
Monthly  Deduction;  and (2) the  no-lapse  guarantee or minimum  death  benefit
guarantee are in effect; and (3) the Policy is not beyond the ninth Policy year.
Partial  Surrender.  If a Partial Surrender is made, the Company will not deduct
any Contingent Deferred Sales or Administrative Charges, but will make a service
charge  equal to the  lesser  of $25 or 2% of the  amount  surrendered  for each
partial surrender.
    

Transfer  Fee. An Owner may transfer a Policy's  Accumulated  Value among one or
more of the Subaccounts and the Interest Bearing Account. Currently, the Company
allows four transfers in each Policy year without  charge.  After four transfers
in any given  Policy year,  the Company  will deduct $20 per  transfer  from the
amount  transferred.  (See Other  Policy  Benefits  and  Provisions  Transfer of
Values.)

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

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

Change of Specified Amount Charge. The Company will assess a $50 charge for each
change in Specified Amount after the first in a Policy year.

Policy Values

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

Accumulated Value will increase whenever there is:

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

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

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

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

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

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

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

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

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

Policy Benefits

Death Proceeds

Payment of Death  Proceeds.  When the Company  receives  proof of the  Insured's
death in writing on a form satisfactory to the Company, the Company will pay the
Death Proceeds to the Beneficiary.  If no Beneficiary  survives the Insured, The
Company will pay the Death Proceeds to the Owner,  if living,  or to the Owner's
estate.

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

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

During the  Insured's  lifetime,  the Owner may direct  that the Company pay the
Death Proceeds under one of the settlement options. The Company must receive the
written consent of all Irrevocable  Beneficiaries prior to the selection.  After
the  Insured's  death,  if the Owner did not  select a  settlement  option,  any
Beneficiary  entitled to receive the proceeds in one sum may select a settlement
option.   (See   Other   Policy   Benefits   and   Provisions   -   Payment   of
Proceeds/Settlement Options.)

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

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

         o the Face Amount on the date of death; plus

         o any premiums received after date of death; minus

         o Policy Indebtedness.

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

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

         o The Specified Amount, or

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

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

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

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

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

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

The Owner may change  from one death  benefit  option to the  other.  (See Other
Policy Benefits and Provisions - Change of Death Benefit Option.)

Minimum Death Benefit Guarantee

The minimum death benefit guarantee provides that the Company will pay a minimum
amount of death  benefit if, at all times,  the sum of the premiums  received to
date,  less all partial  surrenders  and Policy loans,  is at least equal to the
monthly target  premium  multiplied by the number of months (plus one month) the
Policy  has been In Force.  The Target  Premium is stated on the  specifications
page of the Policy and is generally  determined by dividing the minimum  premium
by 0.60.  Thus, if the Owner pays a premium at least equal to the Target Premium
each year, the Policy will remain In Force and the minimum death benefit will be
paid even if the Net Cash Value is insufficient  to pay Monthly  Deductions on a
Monthly Day and the Policy would otherwise  Lapse. The monthly target premium is
the Target  Premium  divided by twelve.  The  minimum  death  benefit  guarantee
expires at the later of Attained Age 65 or 10 years from the Issue Date.

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

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

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

Surrender Proceeds

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

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

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

Partial  Surrender.  The Owner may also surrender a portion of the Policy for an
amount less than the full Net Cash Value.  The  effective  date of such  partial
surrender will be the date the partial surrender request is received at the Home
Office.   The  Company  will  not  deduct  any  contingent   deferred  sales  or
administrative  charges  in the case of a  partial  surrender,  but will  make a
service  charge equal to the lesser of $25 or 2% of the amount  surrendered  for
each partial surrender.  The Owner may specify the allocation  percentages among
the Subaccount(s) and Interest Bearing Account from which the surrender is to be
made. If no  specification  is made,  the Company will withdraw the  surrendered
amount from the Subaccounts and Interest Bearing Account in the same percentages
as Monthly  Deductions are withdrawn from the Subaccounts  and Interest  Bearing
Account.  If there are  insufficient  values to follow  these  percentages,  the
partial  surrender  amount will be withdrawn on a pro rata basis based on values
in the Subaccounts and Interest Bearing Account.  The partial surrender fee will
be deducted from amounts withdrawn from the Subaccounts and the Interest Bearing
Account on the same pro rata basis unless  otherwise  directed by the Owner.  No
partial  surrender will be allowed if the Specified  Amount  remaining  would be
less than $40,000 ($8,000 if Issue Age is 65 and over).  (For limits  applicable
to Policies sold to employee benefit plans, see Unisex Policies.)

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

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

Payment  will be made within seven days of the  surrender  or partial  surrender
date unless a suspension  of payments is in effect.  (See Other Policy  Benefits
and  Provisions -  Suspension  of  Payments.)  For  information  on possible tax
effects of partial surrenders (see Tax Treatment Of Policy Proceeds).

Maturity Proceeds

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

Payment of Proceeds/Settlement Options

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

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

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

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

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

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

Guaranteed periods which may be selected are:

         o 10 years.

         o 20 years.

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

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

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

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

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

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

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

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

OTHER POLICY BENEFITS AND PROVISIONS

Conditions for Policy Issue

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

Issue Date

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

Owner, Beneficiary

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

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

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

Incontestability

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

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

         o declined the application;

         o issued the Policy at a higher premium; or,

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

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

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

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

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

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

         o        Indebtedness.

Right-to-Examine Period

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

         o        45 days after the date of the application;

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

         o        20 days after the Owner receives the Policy.

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

         o        All charges for state taxes deducted from premiums; plus

         o        Total amount of Monthly Deductions; plus

         o        Any other charges taken from the accumulated value; plus

         o        The  Accumulated  Value on the date the Company  received  the
                  returned Policy; minus

         o        Any Policy indebtedness.

If  required by state law,  the refund  amount will be equal to the total of all
premiums paid for the policy.

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

Policy Loans

Application  For  Loan.  The  Owner  can  borrow  up to 80%  (90%  for  Virginia
residents) of the Policy's Cash Value. The Owner must obtain the written consent
of all  assignees and  Irrevocable  Beneficiaries  before the loan is made.  The
Policy will be the sole security for the Policy loan.

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

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

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

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

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

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

Transfer of Values

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

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

An  Owner  may  make  transfers  from  the  Interest  Bearing  Account  into the
Subaccounts only during the 30 day period beginning on and immediately following
the Policy Anniversary.

The first four transfers in a Policy year are free. The Company  charges $20 for
the fifth and each additional transfer in a Policy year.

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

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

         o record calls requesting transfers;
   
         o ask the caller  questions in an attempt to determine if the caller is
         the Owner;
         o transfer funds only to other  Subaccounts and to the Interest Bearing
         Account; and
         o send a written confirmation of each transfer.
    

If the Company uses  reasonable  procedures and believes the  instructions to be
genuine,  the  Owner  is at  risk  of  loss if  someone  gives  unauthorized  or
fraudulent information to the Company.

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

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

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

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

Change of Allocations

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

   
Allocation  changes  requested by telephone or fax will be followed  only if the
Owner has a telephone  or fax  authorization  on file at the Home  Office.  (See
Other Policy Benefits and Provisions - Transfer of Values.)
    

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

Change of Death Benefit Option

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

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

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

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

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

Change of Specified Amount

The Specified  Amount may be changed at any time after the first Policy year. If
more than one change is requested  per policy year,  the Company will charge $50
for each request after the first  request.  Changes must be requested in writing
and are subject to the conditions below:

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

   
Increases.  A supplemental  application  must be filed, and you must provide the
evidence of insurability  satisfactory to the Company. The effective date of the
increase will be shown on an endorsement to the Policy.  The  incontestable  and
suicide  provisions apply to the increase as if a new Policy had been issued for
the amount of the increase. These provisions are described on page 17.
    

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

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

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

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

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

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

Conversion/Exchange of Policy

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

The exchange will be effective when the Company receives:

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

       o surrender of the Policy; and

       o payment of any required costs.

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

Transfer of Ownership

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

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

Collateral Assignments

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

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

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

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

Effect of Misstatement of Age or Sex

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

Suicide

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

Dividends

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

Suspension of Payments

For  amounts  allocated  to the  Separate  Account,  the  Company may suspend or
postpone the right to transfer  among  Subaccounts,  make a surrender or partial
surrender, and take a Policy loan when:

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

Accelerated Benefit Option

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

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

o    the receipt of any Net Premium (except premiums received before Record Date
     or by  preauthorized  check);  any change of  allocation of Net Premiums or
     Monthly Deduction;

o    any transfer between  Subaccounts;  any loan, interest  repayment,  or loan
     repayment; any partial surrender; any return of premium necessary to comply
     with applicable maximum premium limitations; and,

o    any  restoration to Cash Value following  exercise of the  right-to-examine
     privilege for an increase in Specified Amount. Upon request, an Owner shall
     be  entitled to a receipt of any premium  payment  including  those made by
     preauthorized check.

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

The Company  will send to the Owner a  confirmation  within seven days of any of
the following:

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, and
o        payment of Death Proceeds.

Voting Rights. The Company 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.  The  Company  will vote shares for which it has not
received  timely  instructions  and  shares  attributable  to  Policies  sold to
employee  benefit  plans  not  registered  pursuant  to an  exemption  from  the
registration provisions of the Securities Act of 1933, in the same proportion as
the Company votes shares for which it has received  instructions.  If,  however,
the 1940 Act or any regulation  thereunder should be amended,  or if the present
interpretation  thereof should change, or the Company otherwise  determines that
it is allowed to vote the shares in its own right, it may elect to do so.

The Owner shall have the voting interest under a Policy. The number of votes the
Owner has a right to instruct will be calculated separately for each Subaccount.
The Owner shall have the right to instruct  one vote for each $1 of  Accumulated
Value in the Subaccount  with  fractional  votes allocated for amounts less than
$1.  The  number of votes  available  to an Owner  will  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.

The Company 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,
the  Company  itself 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, the Company may vote against a change if the
Company in good faith  determines  that the proposed change is contrary to state
or federal law or the Company determines that the change would not be consistent
with the  investment  objectives  of a 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 other Separate Accounts
of the Company.

Riders

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

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

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

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

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

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

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

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

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

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
deferred  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 contract (policy) is owned by a business or trust;

        3.  the new contract (policy) is owned by the same entity;

        4.  the annuitant  (insured)  under the contract  (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  annuitant  (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.

                                   THE COMPANY

CUNA Mutual Life Insurance  Company is a mutual life insurance company organized
under  the laws of Iowa in 1879 and  incorporated  on June  21,  1882.  The Home
Office is located at 2000 Heritage Way, Waverly,  Iowa 50677-9202.  The Company,
organized  as a fraternal  benefit  society with the name "Mutual Aid Society of
the  Evangelical  Lutheran Synod of Iowa and Other States,"  changed its name to
"Lutheran  Mutual  Aid  Society"  in 1911,  and  reorganized  as a  mutual  life
insurance company called "Lutheran Mutual Life Insurance  Company" on January 1,
1938.  On December 28, 1984,  the Company  changed its name to "Century  Life of
America." On January 1, 1997, the Company  changed its name to "CUNA Mutual Life
Insurance Company."

On July 1, 1990,  the Company  entered  into a permanent  affiliation  with CUNA
Mutual Insurance  Society ("CUNA Mutual"),  5910 Mineral Point Road,  Madison WI
53705-4456.  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 the directors of
the Company are also  directors of CUNA Mutual and many of the senior  executive
officers  of  the  Company  hold  similar   positions  with  CUNA  Mutual.   The
affiliation,  however,  is not a merger or consolidation.  Both companies remain
separate  corporate  entities and their  respective  Owners  retain their voting
rights.  CUNA Mutual and its subsidiaries and affiliates,  including the Company
are referred to herein as "CUNA Mutual Group."

As of December 31, 1998,  the Company 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 the Company A (Excellent). Effective March 1998
and through  the date of this  Prospectus,  Duff & Phelps  rated the Company AA.
These are the most recent ratings  available as of the date of this  Prospectus.
Periodically,  the rating  agencies  review our  ratings.  To obtain our current
ratings,  contact the Company at the address and  telephone  number shown on the
first page of this Prospectus.

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

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

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

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

                              THE SEPARATE ACCOUNT

The  Company  established  the  Separate  Account  on August 16,  1983.  Its IRS
Employer Identification number is 42-0388260.  The Separate Account will receive
and invest Net Premium payments made under the Policy. In addition, the Separate
Account  may  receive  and invest  purchase  payments  for other  variable  life
insurance policies issued now or in the future by the Company.

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

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

   
The Separate Account has been registered with the SEC as a unit investment trust
under the 1940 Act and meets the  definition  of a  Separate  Account  under the
federal securities laws.  Registration with the SEC does not involve supervision
of the management,  investment practices, or policies of the Separate Account or
of the Company by the SEC. The  Separate  Account is also subject to the laws of
the State of Iowa which regulate the operations of insurance companies domiciled
in Iowa. The Separate Account's fiscal year ends on December 31.
    

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

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


                        FEDERAL INCOME TAX CONSIDERATIONS

Introduction

   
The following  summary provides a general  description of the federal income tax
considerations  associated with the Policy and is not intended 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 the Company's  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,  the Company believes 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 the Owner pays 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 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 Accumulated  Value and the narrow  investment  objective of
certain Funds (e.g., the Treasury 2000 Fund), have not been explicitly addressed
in published  rulings.  While the Company believes that the Policies do not give
Owners investment control over Separate Account assets, the Company reserves the
right to modify the Policies as necessary to prevent an Owner 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. The Company believes 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,  the Owner  will not be deemed to be in  constructive  receipt of the
Policy's  Accumulated  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  withdrawals,  are treated first as
distributions of gain taxable as ordinary income and as tax-free recovery of the
Owner's 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
withdrawals.

A 10 percent  additional  income  tax is  imposed  on the amount  subject to tax
except where the distribution or loan is made when the Owner has attained age 59
1/2  or  is  disabled,  or  where  the  distribution  is  part  of a  series  of
substantially  equal periodic  payments for the life (or life expectancy) of the
Owner or the  joint  lives  (or joint  life  expectancies)  of the Owner and the
Owner's 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 the  Owner's  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.  The Owner's investment in the Policy is generally the
aggregate  premium payments.  When a distribution is taken from the Policy,  the
Owner's  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, an Owner should consult a tax advisor as to the
tax consequences.

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

Accelerated Death Benefit Rider. The federal income tax consequences  associated
with the Accelerated  Benefit Option  Endorsement  are uncertain.  Owners should
consult a qualified tax advisor  about the  consequences  of requesting  payment
under  this  Endorsement.   (See  page  22for  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.  The Company reports
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's  Accumulated 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 an Owner is purchasing
the Policy  for any  arrangement  the value of which  depends in part on its tax
consequences, he or she 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, the Company is not taxed on the Separate
Account's  operations.  Thus, currently the Company does not deduct charges from
the Separate  Account for its federal  income  taxes.  The Company  reserves the
right to charge the Separate Account for any future federal income taxes that it
may incur.

Under  current  laws in several  states,  the  Company may incur state and local
taxes (in addition to premium taxes). These taxes are not now significant and we
are not currently  charging for them. If they  increase,  the Company 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>

    *  The Company entered into a permanent  affiliation with the CUNA Mutual on
       July 1, 1990. Those persons marked with an "*" hold identical titles with
       CUNA Mutual.  The most recent  position has been given for those  persons
       who have held more than one  position  with the  Company  or CUNA  Mutual
       Insurance  Society  during  the last five year  period.  Each  person has
       business  addresses at both 2000 Heritage Way, Waverly,  Iowa 50677-9202,
       and 5910 Mineral Point Road, Madison, Wisconsin 53705-4456.
</FN>
</TABLE>

                             ADDITIONAL INFORMATION

STATE REGULATION

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

LEGAL PROCEEDINGS

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

INDEPENDENT AUDITORS

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

ACTUARIAL MATTERS

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

REGISTRATION STATEMENT

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

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 the Company or its affiliates. However, as of the date
of this prospectus,  it is not anticipated that Owners will experience  negative
effects  on  their  investment,  or  on  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 the
Company was 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.

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

UNISEX POLICIES

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

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

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

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

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

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

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

FINANCIAL STATEMENTS

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


<PAGE>

                       CUNA MUTUAL LIFE VARIABLE ACCOUNT

                              Financial Statements

                               December 31, 1998

                      (With Independent Auditors' Report)





                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                      Statements of Assets and Liabilities
                                December 31, 1998

<TABLE>
<CAPTION>

                                                 Capital
                                              Appreciation          Growth and                                              Money
                                                  Stock            Income Stock      Balanced              Bond             Market
Assets:                                        Subaccount           Subaccount      Subaccount          Subaccount        Subaccount
Investments in Ultra Series Fund:
   (note 2)
<S>                                             <C>               <C>               <C>               <C>               <C>  
Capital Appreciation Stock Fund,
1,490,692 shares at net asset value of
$22.19 per share (cost $21,505,998)              $33,073,653       $      --         $      --         $      --         $      --

Growth and Income Stock Fund,
2,772,087 shares at net asset value
of $30.56 per share (cost $53,268,677)                  --          84,712,385              --                --                --

Balanced Fund,
3,671,024 shares at net asset value
of $18.74 per share (cost $52,121,655)                  --                --          68,777,039              --                --

Bond Fund,
342,306 shares at net asset value
of $10.57 per share (cost $3,571,882)                   --                --                --           3,617,904              --

Money Market Fund,
3,616,101 shares at net asset value
of $1.00 per share (cost $3,616,101)                    --                --                --                --           3,616,101
                                                 -----------       -----------       -----------       -----------       -----------
Total assets                                      33,073,653        84,712,385        68,777,039         3,617,904         3,616,101
                                                 -----------       -----------       -----------       -----------       -----------
Liabilities:
Accrued adverse mortality and
expense charges                                        7,915            20,706            16,790               889               834
                                                 -----------       -----------       -----------       -----------       -----------
Total liabilities                                      7,915            20,706            16,790               889               834
                                                 -----------       -----------       -----------       -----------       -----------
Net assets                                       $33,065,738       $84,691,679       $68,760,249       $ 3,617,015       $ 3,615,267
                                                 ===========       ===========       ===========       ===========       ===========
Units outstanding (note 5)                         1,296,981         1,207,005         1,581,036           130,013           187,877
                                                 ===========       ===========       ===========       ===========       ===========
Net asset value per unit                         $     25.49       $     70.17       $     43.49       $     27.82       $     19.24
                                                 ===========       ===========       ===========       ===========       ===========

</TABLE>
<PAGE>


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                      Statements of Assets and Liabilities
                                December 31, 1998


<TABLE>
<CAPTION>
                                          Treasury          International        World              Emerging
                                            2000                Stock          Governments           Growth
Assets:                                  Subaccount          Subaccount         Subaccount         Subaccount
Investments in Ultra Series Fund:
   (note 2)
<S>                                       <C>                <C>                <C>                <C> 
Treasury 2000 Fund, 184,870
shares at net asset value of $9.93
per share (cost $1,615,171)                $1,835,904         $     --           $     --           $     --

Investments in T. Rowe Price
International Series, Inc.:
International Stock Portfolio,
401,135 shares at net asset value of
$14.52 per share (cost $5,082,095)               --            5,824,487               --                 --

Investments in MFS(R) Variable 
Insurance TrustSM:
World Governments Series,
67,797 shares at net asset value of
$10.88 per share (cost $693,951)                 --                 --              737,634               --

Investments in MFS(R) Variable 
Insurance TrustSM:
Emerging Growth Series,
327,804 shares at net asset value of
$21.47 per share (cost $5,126,136)               --                 --                 --            7,037,957
                                           ----------         ----------         ----------         ----------
Total assets                                1,835,904          5,824,487            737,634          7,037,957
                                           ----------         ----------         ----------         ----------
Liabilities:
Accrued adverse mortality and
expense charges                                 1,386              1,426                181              1,708
                                           ----------         ----------         ----------         ----------
Total liabilities                               1,386              1,426                181              1,708
                                           ----------         ----------         ----------         ----------
Net assets                                 $1,834,518         $5,823,061         $  737,453         $7,036,249
                                           ==========         ==========         ==========         ==========
Units outstanding (note 5)                    201,769            411,250             59,926            433,141
                                           ==========         ==========         ==========         ==========
Net asset value per unit                   $     9.09         $    14.16         $    12.31         $    16.24
                                           ==========         ==========         ==========         ==========

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


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                            Statements of Operations
                  Years Ended December 31, 1998, 1997, and 1996

<TABLE>
<CAPTION>

                                               CAPITAL APPRECIATION STOCK SUBACCOUNT          GROWTH AND INCOME STOCK SUBACCOUNT

Investment income (loss):                           1998           1997           1996           1998           1997           1996
                                            ------------   ------------   ------------   ------------   ------------   ------------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>         
Dividend income                             $     88,433   $    119,794   $    595,603   $    869,525   $    778,858   $  1,830,435
Adverse mortality and expense charges
(note 3)                                        (259,874)      (182,627)      (111,426)      (691,564)      (527,025)      (363,607)
                                            ------------   ------------   ------------   ------------   ------------   ------------
Net investment income (loss)                    (171,441)       (62,833)       484,177        177,961        251,833      1,466,828
                                            ------------   ------------   ------------   ------------   ------------   ------------
Realized and unrealized gain (loss)
on investments:
Realized gain (loss) on security
transactions:
Capital gain distributions                       769,968        317,275           --        3,106,051      1,145,587           --
Proceeds from sale of securities               1,770,807      1,795,596        855,100      3,497,748      3,033,581      2,017,365
Cost of securities sold                       (1,192,638)    (1,354,057)      (708,846)    (2,160,207)    (2,103,099)    (1,615,917)
                                            ------------   ------------   ------------   ------------   ------------   ------------
Net realized gain (loss) on security
transactions                                   1,348,137        758,814        146,254      4,443,592      2,076,069        401,448
Net change in unrealized appreciation
or depreciation on investments                 4,151,868      4,563,309      1,662,956      7,377,335     12,852,455      6,026,093
                                            ------------   ------------   ------------   ------------   ------------   ------------
Net gain (loss) on investments                 5,500,005      5,322,123      1,809,210     11,820,927     14,928,524      6,427,541
                                            ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net assets
resulting from operations                   $  5,328,564   $  5,259,290   $  2,293,387   $ 11,998,888   $ 15,180,357   $  7,894,369
                                            ============   ============   ============   ============   ============   ============


                                                         BALANCED SUBACCOUNT                             BOND SUBACCOUNT

Investment income (loss):                           1998           1997           1996           1998           1997           1996
                                            ------------   ------------   ------------   ------------   ------------   ------------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>         
Dividend income                             $  1,934,712   $  2,062,026   $  2,949,493   $    196,337   $    136,739   $    137,535
Adverse mortality and expense charges
(note 3)                                        (577,128)      (509,762)      (445,353)       (30,006)       (23,285)       (23,607)
                                            ------------   ------------   ------------   ------------   ------------   ------------
Net investment income (loss)                   1,357,584      1,552,264      2,504,140        166,331        113,454        113,928
                                            ------------   ------------   ------------   ------------   ------------   ------------
Realized and unrealized gain (loss)
on investments:
Realized gain (loss) on security
transactions:
Capital gain distributions                         3,744        758,320           --            2,477            379           --
Proceeds from sale of securities               4,012,722      4,525,247      3,759,491        441,318        402,615      1,799,790
Cost of securities sold                       (3,159,159)    (3,785,014)    (3,351,391)      (426,398)      (394,979)    (1,748,647)
                                            ------------   ------------   ------------   ------------   ------------   ------------
Net realized gain (loss) on security
transactions                                     857,307      1,498,553        408,100         17,397          8,015         51,143
Net change in unrealized appreciation
or depreciation on investments                 5,340,950      5,202,066      1,724,491        (14,556)        41,691       (127,295)
                                            ------------   ------------   ------------   ------------   ------------   ------------
Net gain (loss) on investments                 6,198,257      6,700,619      2,132,591          2,841         49,706        (76,152)
                                            ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net assets
resulting from operations                   $  7,555,841   $  8,252,883   $  4,636,731   $    169,172   $    163,160   $     37,776
                                            ============   ============   ============   ============   ============   ============

See accompanying notes to financial statements.

</TABLE>


<PAGE>


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                            Statements of Operations
                  Years Ended December 31, 1998, 1997, and 1996
<TABLE>
<CAPTION>


                                                          MONEY MARKET SUBACCOUNT                    TREASURY 2000 SUBACCOUNT

Investment income (loss):                                1998          1997          1996          1998          1997          1996
                                                  -----------   -----------   -----------   -----------   -----------   -----------

<S>                                               <C>           <C>           <C>           <C>           <C>           <C>        
Dividend income                                   $   123,985   $    85,594   $    86,370   $   106,291   $   106,851   $   107,339
Adverse mortality and expense charges
(note 3)                                              (22,312)      (15,448)      (16,510)      (15,826)      (14,583)      (13,847)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Net investment income (loss)                          101,673        70,146        69,860        90,465        92,268        93,492
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Realized and unrealized gain (loss)
on investments:
Realized gain (loss) on security
transactions:
Capital gain distributions                               --            --            --            --            --            --
Proceeds from sale of securities                    2,979,908     4,634,860     4,407,707          --            --            --
Cost of securities sold                            (2,979,908)   (4,634,860)   (4,407,707)         --            --            --
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Net realized gain (loss) on security
transactions                                             --            --            --            --            --            --
Net change in unrealized appreciation
or depreciation on investments                           --            --            --          21,682         1,846       (74,946)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Net gain (loss) on investments                           --            --            --          21,682         1,846       (74,946)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Net increase (decrease) in net assets
resulting from operations                         $   101,673   $    70,146   $    69,860   $   112,147   $    94,114   $    18,546
                                                  ===========   ===========   ===========   ===========   ===========   ===========

                                                         INTERNATIONAL STOCK SUBACCOUNT            WORLD GOVERNMENTS SUBACCOUNT

Investment income (loss):                                1998          1997          1996          1998          1997          1996
                                                  -----------   -----------   -----------   -----------   -----------   -----------

Dividend income                                   $    90,596   $    99,113   $    39,586   $     8,821   $     7,143   $      --
Adverse mortality and expense
charges (note 3)                                      (47,908)      (32,130)      (14,665)       (6,487)       (3,401)       (2,326)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Net investment income (loss)                           42,688        66,983        24,921         2,334         3,742        (2,326)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Realized and unrealized gain (loss)
on investments:
Realized gain (loss) on security
transactions:
Capital gain distributions                               --            --            --            --            --            --
Proceeds from sale of securities                      491,409       235,721       121,135        92,387        65,919        52,028
Cost of securities sold                              (442,671)     (211,895)     (113,341)      (90,661)      (66,515)      (53,136)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Net realized gain (loss) on security
transactions                                           48,738        23,826         7,794         1,726          (596)       (1,108)
Net change in unrealized appreciation
or depreciation on investments                        608,851       (62,452)      173,915        44,633        (5,796)       12,525
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Net gain (loss) on investments                        657,589       (38,626)      181,709        46,359        (6,392)       11,417
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Net increase (decrease) in net assets
resulting from operations                         $   700,277   $    28,357   $   206,630   $    48,693   ($    2,650)  $     9,091
                                                  ===========   ===========   ===========   ===========   ===========   ===========

See accompanying notes to financial statements.
</TABLE>


<PAGE>


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                            Statements of Operations
                  Years Ended December 31, 1998, 1997, and 1996

<TABLE>
<CAPTION>

                                                        EMERGING GROWTH SUBACCOUNT

Investment income (loss):                     1998                 1997                1996*
                                              ----                 ----                -----
<S>                                          <C>              <C>                      <C>   
Dividend income                              $45,309          $       --               $9,859
 Adverse mortality and expense charges
(note 3)                                     (48,583)            (21,660)              (4,378)
                                           ---------            --------              -------
Net investment income (loss)                  (3,274)            (21,660)               5,481
                                           ---------            --------              -------
Realized and unrealized gain (loss)
on investments:
Realized gain (loss) on security
transactions:
Capital gain distributions                        --                  --                   --
Proceeds from sale of securities             448,520             234,899              213,154
Cost of securities sold                     (373,845)           (222,640)            (201,866)
                                           ---------            --------              -------
Net realized gain (loss) on security
transactions                                  74,675              12,259               11,288
Net change in unrealized appreciation
or depreciation on investments             1,524,641             384,388                2,792
                                           ---------            --------              -------
Net gain (loss) on investments             1,599,316             396,647               14,080
                                           ---------            --------              -------
Net increase (decrease) in net assets
resulting from operations                 $1,596,042            $374,987              $19,561
                                           =========            ========              =======

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


<PAGE>


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                       Statements of Changes in Net Assets
                  Years Ended December 31, 1998, 1997, and 1996

<TABLE>
<CAPTION>

                                              CAPITAL APPRECIATION STOCK SUBACCOUNT              GROWTH AND INCOME STOCK SUBACCOUNT

Operations:                                         1998           1997           1996           1998           1997           1996
                                            ------------   ------------   ------------   ------------   ------------   ------------

<S>                                        <C>            <C>            <C>            <C>            <C>            <C>         
Net investment income (loss)                ($   171,441)  ($    62,833)  $    484,177   $    177,961   $    251,833   $  1,466,828
Net realized gain (loss) on
security transactions                          1,348,137        758,814        146,254      4,443,592      2,076,069        401,448
Net change in unrealized appreciation
or depreciation on investments                 4,151,868      4,563,309      1,662,956      7,377,335     12,852,455      6,026,093
                                            ------------   ------------   ------------   ------------   ------------   ------------
Change in net assets from
operations                                     5,328,564      5,259,290      2,293,387     11,998,888     15,180,357      7,894,369
                                            ------------   ------------   ------------   ------------   ------------   ------------
Capital unit transactions (note 5):
Proceeds from sale of units                    7,807,048      9,240,958      7,622,148     15,135,142     16,677,681     13,835,588
Cost of units repurchased                     (5,420,620)    (4,699,419)    (3,351,383)   (11,770,989)   (10,282,732)    (8,554,478)
                                            ------------   ------------   ------------   ------------   ------------   ------------
Change in net assets from capital
unit transactions                              2,386,428      4,541,539      4,270,765      3,364,153      6,394,949      5,281,110
                                            ------------   ------------   ------------   ------------   ------------   ------------
Increase (decrease) in net assets              7,714,992      9,800,829      6,564,152     15,363,041     21,575,306     13,175,479
Net assets:
Beginning of period                           25,350,746     15,549,917      8,985,765     69,328,638     47,753,332     34,577,853
                                            ------------   ------------   ------------   ------------   ------------   ------------
End of period                               $ 33,065,738   $ 25,350,746   $ 15,549,917   $ 84,691,679   $ 69,328,638   $ 47,753,332
                                            ============   ============   ============   ============   ============   ============

                                                      BALANCED SUBACCOUNT                              BOND SUBACCOUNT

Operations:                                         1998           1997           1996           1998           1997           1996
                                            ------------   ------------   ------------   ------------   ------------   ------------

Net investment income (loss)                $  1,357,584   $  1,552,264   $  2,504,140   $    166,331   $    113,454   $    113,928
Net realized gain (loss) on
security transactions                            857,307      1,498,553        408,100         17,397          8,015         51,143
Net change in unrealized appreciation
or depreciation on investments                 5,340,950      5,202,066      1,724,491        (14,556)        41,691       (127,295)
                                            ------------   ------------   ------------   ------------   ------------   ------------
Change in net assets from
operations                                     7,555,841      8,252,883      4,636,731        169,172        163,160         37,776
                                            ------------   ------------   ------------   ------------   ------------   ------------

Capital unit transactions (note 5):
Proceeds from sale of units                   10,811,007     10,763,242     11,796,373      1,182,649      1,162,322        700,575
Cost of units repurchased                    (10,309,524)   (10,663,916)   (10,399,963)      (772,448)      (705,363)    (2,103,924)
                                            ------------   ------------   ------------   ------------   ------------   ------------
Change in net assets from capital
unit transactions                                501,483         99,326      1,396,410        410,201        456,959     (1,403,349)
                                            ------------   ------------   ------------   ------------   ------------   ------------
Increase (decrease) in net assets              8,057,324      8,352,209      6,033,141        579,373        620,119     (1,365,573)
Net assets:
Beginning of period                           60,702,925     52,350,716     46,317,575      3,037,642      2,417,523      3,783,096
                                            ------------   ------------   ------------   ------------   ------------   ------------
End of period                               $ 68,760,249   $ 60,702,925   $ 52,350,716   $  3,617,015   $  3,037,642   $  2,417,523
                                            ============   ============   ============   ============   ============   ============
</TABLE>

See accompanying notes to financial statements.


<PAGE>


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                       Statements of Changes in Net Assets
                  Years Ended December 31, 1998, 1997, and 1996

<TABLE>
<CAPTION>

                                                          MONEY MARKET SUBACCOUNT                     TREASURY 2000 SUBACCOUNT

Operations:                                              1998          1997          1996          1998          1997          1996
                                                  -----------   -----------   -----------   -----------   -----------   -----------

<S>                                               <C>           <C>           <C>           <C>           <C>           <C>        
Net investment income (loss)                      $   101,673   $    70,146   $    69,860   $    90,465   $    92,268   $    93,492
Net realized gain (loss) on
security transactions                                    --            --            --            --            --            --
Net change in unrealized appreciation
or depreciation on investments                           --            --            --          21,682         1,846       (74,946)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Change in net assets from
operations                                            101,673        70,146        69,860       112,147        94,114        18,546
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Capital unit transactions (note 5):
Proceeds from sale of units                         4,485,112     6,190,640     4,325,194       447,349       621,004       794,517
Cost of units repurchased                          (3,592,636)   (5,367,244)   (4,801,186)     (424,204)     (599,303)     (773,892)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Change in net assets from capital
unit transactions                                     892,476       823,396      (475,992)       23,145        21,701        20,625
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Increase (decrease) in net assets                     994,149       893,542      (406,132)      135,292       115,815        39,171
Net assets:
Beginning of period                                 2,621,118     1,727,576     2,133,708     1,699,226     1,583,411     1,544,240
                                                  -----------   -----------   -----------   -----------   -----------   -----------
End of period                                     $ 3,615,267   $ 2,621,118   $ 1,727,576   $ 1,834,518   $ 1,699,266   $ 1,583,411
                                                  ===========   ===========   ===========   ===========   ===========   ===========


                                                       INTERNATIONAL STOCK SUBACCOUNT                WORLD GOVERNMENTS SUBACCOUNT

Operations:                                              1998          1997          1996          1998          1997          1996
                                                  -----------   -----------   -----------   -----------   -----------   -----------

Net investment income (loss)                      $    42,688   $    66,983   $    24,921   $     2,334   $     3,742   ($    2,326)
Net realized gain (loss) on
security transactions                                  48,738        23,826         7,794         1,726          (596)       (1,108)
Net change in unrealized appreciation
or depreciation on investments                        608,851       (62,452)      173,915        44,633        (5,796)       12,525
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Change in net assets from
operations                                            700,277        28,357       206,630        48,693        (2,650)        9,091
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Capital unit transactions (note 5):
Proceeds from sale of units                         1,897,345     2,721,533     2,207,995        85,855       530,877       144,986
Cost of units repurchased                          (1,227,692)     (904,022)     (559,568)     (118,224)      (95,423)      (84,667)
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Change in net assets from capital
unit transactions                                     669,653     1,817,511     1,648,427       (32,369)      435,454        60,319
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Increase (decrease) in net assets                   1,369,930     1,845,868     1,855,057        16,234       432,804        69,410
Net assets:
Beginning of period                                 4,453,131     2,607,263       752,206       721,129       288,325       218,915
                                                  -----------   -----------   -----------   -----------   -----------   -----------
End of period                                     $ 5,823,061   $ 4,453,131   $ 2,607,263   $   737,453   $   721,129   $   288,325
                                                  ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

See accompanying notes to financial statements.


<PAGE>


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                       Statements of Changes in Net Assets
                  Years Ended December 31, 1998, 1997, and 1996


<TABLE>
<CAPTION>
                                                        EMERGING GROWTH SUBACCOUNT

Operations:                                   1998                 1997                1996*
                                              ----                 ----                -----

<S>                                      <C>                <C>                   <C>   
  Net investment income (loss)               ($3,274)           ($21,660)              $5,481
  Net realized gain (loss) on
   security transactions                      74,675              12,259               11,288
  Net change in unrealized appreciation
   or depreciation on investments          1,524,641             384,388                2,792
                                           ---------           ---------            ---------
   Change in net assets from
    operations                             1,596,042             374,987               19,561
                                           ---------           ---------            ---------
Capital unit transactions (note 5):
  Proceeds from sale of units              2,707,434           3,238,087            1,517,927
  Cost of units repurchased               (1,321,467)           (749,413)            (346,909)
                                           ---------           ---------            ---------
   Change in net assets from capital
    unit transactions                      1,385,967           2,488,674            1,171,018
                                           ---------           ---------            ---------
Increase (decrease) in net assets          2,982,009           2,863,661            1,190,579
Net assets:
  Beginning of period                      4,054,240           1,190,579                   --
                                           ---------            --------            ---------
  End of period                           $7,036,249          $4,054,240           $1,190,579
                                           =========           =========            =========

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


<PAGE>


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                          Notes to Financial Statements

(1)   Organization

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

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

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


(2)   Significant Accounting Policies

      Investments

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

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

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

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

      Rowe  Price-Fleming  International,  Inc.  (RPFI) serves as the Investment
      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 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.

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

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

      Federal Income Taxes

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

      Use of Estimates

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements and the reported amounts of increase and decrease in
      net assets from operations during the period.  Actual results could differ
      from those estimates.

(3)   Fees and Charges
      Organization Costs
      CUNA Mutual Life Insurance  Company absorbed all organization  expenses of
      the Account.
      Policy Charges
      In addition to charges for state taxes, which reduce premiums prior to the
      allocation  of  net  premiums  to the  subaccounts  of  the  Account,  the
      following charges may be deducted by CUNA Mutual Life Insurance Company by
      redeeming an appropriate  number of units for each policy.  

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

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

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

      Variable  Account Charges  

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

(4)   Investment Transactions

      The  cost  of  shares  purchased,   including   reinvestment  of  dividend
      distributions, during the year ended December 31, 1998, was as follows:

             Capital Appreciation Stock Fund........    $4,760,618
             Growth and Income Stock Fund...........    10,158,204
             Balanced Fund..........................     5,884,896
             Bond Fund..............................     1,020,825
             Money Market Fund......................     3,974,568
             Treasury 2000 Fund.....................         7,253
             International Stock Portfolio..........     1,204,629
             World Governments Series...............        62,445
             Emerging Growth........................     1,823,433
                                                        ----------
                                                       $28,905,871
                                                        ==========

(5)   Unit Activity from Contract Transactions

      Transactions  in units of each  subaccount  of the  Account  for the years
ended December 31, 1998, 1997, and 1996 were as follows:
<TABLE>
<CAPTION>
                               Capital
                             Appreciation        Growth and                                              Money
                               Stock            Income Stock        Balanced           Bond              Market
                             Subaccount          Subaccount        Subaccount        Subaccount        Subaccount
Units outstanding at
<S>                          <C>               <C>             <C>                 <C>               <C>    
December 31, 1995                663,269           907,821         1,522,893           155,381           125,112
Units sold                       516,098           337,323           375,764            29,061           249,298
Units repurchased               (225,833)         (208,539)         (331,106)          (87,030)         (276,956)
                              ----------        ----------        ----------        ----------        ----------
Units outstanding at
December 31, 1996                953,534         1,036,605         1,567,551            97,412            97,454
Units sold                       490,480           313,426           297,548            45,022           342,456
Units repurchased               (252,149)         (194,852)         (296,125)          (27,507)         (298,002)
                              ----------        ----------        ----------        ----------        ----------
Units outstanding at
December 31, 1997              1,191,865         1,155,179         1,568,974           114,927           141,908
Units sold                       340,862           233,645           266,148            43,507           236,364
Units repurchased               (235,746)         (181,819)         (254,086)          (28,421)         (190,395)
                              ----------        ----------        ----------        ----------        ----------
Units outstanding at
December 31, 1998              1,296,981         1,207,005         1,581,036           130,013           187,877
                              ==========        ==========        ==========        ==========        ==========

                               Treasury         International         World           Emerging
                                 2000             Stock            Governments         Growth
                              Subaccount        Subaccount         Subaccount        Subaccount*
Units outstanding at
December 31, 1995                194,133            70,876            19,219              --
Units sold                       102,713           194,181            12,790           151,261
Units repurchased               (100,176)          (48,968)           (7,455)          (33,490)
                                ----------        ----------        ----------        ----------
Units outstanding at
December 31, 1996                196,670           216,089            24,554           117,771
Units sold                        77,604           216,687            46,412           280,804
Units repurchased                (75,054)          (71,570)           (8,295)          (66,642)
                                ----------        ----------        ----------        ----------
Units outstanding at
December 31, 1997                199,220           361,206            62,671           331,933
Units sold                        52,984           141,913             7,299           197,716
Units repurchased                (50,435)          (91,869)          (10,044)          (96,508)
                                ----------        ----------        ----------        ----------
Units outstanding at
December 31, 1998                201,769           411,250            59,926           433,141
                                ==========        ==========        ==========        ==========

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


(6)   Condensed Financial Information

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

                                    CAPITAL APPRECIATION STOCK SUBACCOUNT                  GROWTH AND INCOME STOCK SUBACCOUNT
                          1998        1997         1996        1995     1994       1998        1997        1996      1995     1994
                          ----        ----         ----        ----     ----       ----        ----        ----      ----     ----
Net asset value:

<S>                   <C>        <C>         <C>        <C>        <C>        <C>        <C>        <C>         <C>        <C>   
  Beginning of period    $21.27      $16.31      $13.55     $10.45     $10.00     $60.02     $46.07     $38.09      $29.16    $29.01
  End of period           25.49       21.27       16.31      13.55      10.45      70.17      60.02      46.07       38.09     29.16
Percentage increase
  in unit value
  during period*          19.9%       30.4%       20.4%      29.7%       4.5%      16.9%      30.3%       21.0%      30.6%      0.5%
Number of units
  outstanding at
  end of period       1,296,981   1,191,865     953,534    663,269    588,501  1,207,005  1,155,179  1,036,605     907,821   767,867




                                            BALANCED SUBACCOUNT                                     BOND SUBACCOUNT
                          1998        1997        1996       1995       1994       1998       1997       1996        1995     1994
                          ----        ----        ----       ----       ----       ----       ----       ----        ----     ----
Net  asset value:
  Beginning of period    $38.69      $33.40      $30.41     $25.09     $25.44     $26.43     $24.82     $24.35      $21.11    $21.96
  End of period           43.49       38.69       33.40      30.41      25.09      27.82      26.43      24.82       24.35     21.11
Percentage increase
  in unit value
  during period*          12.4%       15.8%        9.8%      21.2%      -1.4%       5.3%       6.5%       1.9%        15.4%    -3.9%
Number of units
  outstanding at
  end of period       1,581,036   1,568,974   1,567,551  1,522,893  1,433,037    130,013    114,927     97,411      55,381   160,875


                                          MONEY MARKET SUBACCOUNT                              TREASURY 2000 SUBACCOUNT
                          1998        1997        1996       1995       1994       1998       1997       1996        1995     1994
                          ----        ----        ----       ----       ----       ----       ----       ----        ----     ----
Net asset value:

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

  End of period           19.24       18.47       17.73      17.05      16.33       9.09       8.53       8.05        7.95      6.63

Percentage increase
  in unit value
  during period*           4.2%        4.1%        4.0%       4.4%       2.6%       6.6%       6.0%       1.3%       19.9%     -7.9%

Number of units
  outstanding at
  end of period         187,877     141,908      97,454    125,112    179,387    201,769    199,220    196,670     194,133   191,747

                             INTERNATIONAL STOCK SUBACCOUNT                            WORLD GOVERNMENTS SUBACCOUNT
                          1998        1997        1996       1995                  1998       1997       1996        1995
                          ----        ----        ----       ----                  ----       ----       ----        ----
Net asset value:

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

  End of period           14.16       12.33       12.07      10.61                 12.31      11.51      11.74       11.39

Percentage increase
  in unit value
  during period*          14.8%       2.2%        13.7%       6.1%                  6.9%      (2.0%)      3.1%        13.9%

Number of units
  outstanding at
  end of period         411,250     361,206     216,089     70,876                59,926     62,671     24,554      19,219

                           EMERGING GROWTH SUBACCOUNT**
                          1998        1997        1996
                          ----        ----        ----
Net asset value:

  Beginning of period    $12.21      $10.11      $10.00

  End of period           16.24       12.21       10.11

Percentage increase
  in unit value
  during period*          33.0%       20.8%       1.1%

Number of units
  outstanding at
  end of period         433,141     331,933     117,771


For the Money Market  Subaccount,  the  "seven-day  average yield" for the seven
days ended  December  31,  1998,  was 3.75% and the  "effective  yield" for that
period was 3.86%.

<FN>
   *The amount of premium invested in CUNA Mutual Life Variable Account is the
    amount  remaining  after the policy  charges  described in footnote 3 have
    been deducted. The policy charges have not been taken into account in this
    calculation.  Inclusion of the policy  charges would reduce the percentage
    increase in unit value during the period.

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


<PAGE>


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                          Independent Auditors' Report


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

We have  audited  the  statements  of  assets  and  liabilities  of the  Capital
Appreciation  Stock  Subaccount,  Growth and Income Stock  Subaccount,  Balanced
Subaccount, Bond Subaccount, Money Market Subaccount,  Treasury 2000 Subaccount,
International Stock Subaccount,  World Governments Subaccount,  and the Emerging
Growth  Subaccount of the CUNA Mutual Life  Variable  Account as of December 31,
1998; the related statements of operations and changes in net assets for each of
the years in the three-year  (two years and eight months for the Emerging Growth
Subaccount) period then ended; and the condensed financial  information for each
of the years in the five-year (four years for International Stock Subaccount and
World  Governments  Subaccount,  and two years and eight months for the Emerging
Growth Subaccount)  period then ended. These financial  statements and condensed
financial  information are the responsibility of the Account's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
condensed financial information based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  condensed
financial  information  are free of  material  misstatement.  An audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial statements.  Investments owned at December 31, 1998, were verified
by audit of the statements of assets and liabilities of the underlying  funds of
Ultra Series Fund and confirmation with MFS Variable Insurance Trust and T. Rowe
Price.  An audit also includes  assessing  the  accounting  principles  used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements and condensed  financial  information
referred to above  present  fairly,  in all  material  respects,  the  financial
position of the Capital  Appreciation Stock Subaccount,  Growth and Income Stock
Subaccount,  Balanced  Subaccount,  Bond  Subaccount,  Money Market  Subaccount,
Treasury 2000 Subaccount,  International  Stock  Subaccount,  World  Governments
Subaccount,  and the Emerging Growth Subaccount of the CUNA Mutual Life Variable
Account as of December 31, 1998; the results of their  operations and changes in
their net  assets for each of the years in the  three-year  (two years and eight
months for the Emerging Growth  Subaccount) period then ended; and the condensed
financial  information  for each of the years in the  five-year  (four years for
International Stock Subaccount and World Governments  Subaccount,  and two years
and eight  months  for the  Emerging  Growth  Subaccount)  period  then ended in
conformity with generally accepted accounting principles.


                                                 KPMG Peat Marwick LLP

Des Moines, Iowa
February 5, 1999

<PAGE>



                       CUNA MUTUAL LIFE INSURANCE COMPANY


               Financial Statements and Supplementary Information

                           December 31, 1998 and 1997


                       (With Independent Auditors' Report)



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
        Statutory Statements of Admitted Assets, Liabilities and Surplus
                           December 31, 1998 and 1997
                                 (in thousands)
<TABLE>
<CAPTION>
                        Admitted Assets                                                    1998               1997
                        ---------------                                                    ----               ----
Investments:
<S>                                                                                <C>                 <C>        
   Fixed maturities                                                                   $ 1,517,147         $ 1,570,735
   Equity securities:
   Preferred stock                                                                             71                 102
     Common stock                                                                          77,036              57,292
   Mortgage loans on real estate                                                          306,037             362,958
   Investment real estate                                                                  62,345              64,771
   Policy loans                                                                           101,569             101,061
   Other invested assets                                                                   16,799              11,459
   Receivable for securities                                                               19,886              14,394
   Cash and short-term investments                                                         74,740              27,260
                                                                                        ---------           ---------
       Total investments                                                                2,175,630           2,210,032

Premiums receivable                                                                        15,147              12,534
Accrued investment income                                                                  28,005              30,540
Electronic data processing equipment                                                        2,230               2,822
Due from affiliates and related parties                                                     8,121              12,093
Federal income tax recoverable                                                                 --               2,158
Other assets                                                                                2,295               2,936
Separate accounts                                                                       1,830,012           1,198,978
                                                                                        ---------           ---------
Total admitted assets                                                                 $ 4,061,440        $  3,472,093
                                                                                        =========           =========

                    Liabilities and Surplus
Liabilities:
   Policy reserves:
     Life insurance and annuity contracts                                             $ 1,672,272         $ 1,749,927
     Accident and health insurance                                                         12,611              11,795
   Supplementary contracts without life contingencies                                      76,131              72,664
   Policyholders' dividend accumulations                                                  156,151             153,931
   Policy and contract claims                                                               9,915               7,232
   Other policyholders' funds:
     Dividends payable to policyholders                                                    24,450              23,780
     Premiums and other deposit funds                                                       4,194               4,693
   Interest maintenance reserve                                                             5,694               3,531
   Amounts held for others                                                                 18,923              20,500
   Commissions, expenses, taxes, licenses and fees accrued                                 14,594              13,133
   Asset valuation reserve                                                                 48,395              41,756
   Loss contingency reserve for investments                                                 5,800               6,050
    Federal income taxes due and accrued                                                    5,025                  --
   Note payable                                                                             1,300               1,300
   Other liabilities                                                                       15,639               6,823
   Separate accounts                                                                    1,784,589           1,164,297
                                                                                        ---------           ---------
Total liabilities                                                                       3,855,683           3,281,412
                                                                                        ---------           ---------
Surplus:
   Unassigned surplus                                                                     205,757             190,681
                                                                                        ---------           ---------
Total surplus                                                                             205,757             190,681
                                                                                        ---------           ---------
Total liabilities and surplus                                                         $ 4,061,440         $ 3,472,093
                                                                                        =========           =========
</TABLE>

See accompanying notes to statutory financial statements.


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                       Statutory Statements of Operations
                  Years Ended December 31, 1998, 1997 and 1996
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                       1998                1997               1996
                                                                       ----                ----               ----
Income:
   Premiums and other considerations:
<S>                                                               <C>                 <C>                 <C>      
     Life and annuity contracts                                     $ 466,203           $ 414,724           $ 346,584
     Accident and health                                               18,292              14,886              12,007
     Supplementary contracts and dividend accumulations                43,547              44,194              46,303
     Other deposit funds                                              159,786             114,825              51,322
   Net investment income                                              148,998             168,192             174,573
   Reinsurance commissions                                              7,871               9,601               9,962
   Separate accounts income and fees                                   15,858               9,885               4,883
   Other income                                                         5,794               5,862               3,761
                                                                      -------             -------             -------
       Total income                                                   866,349             782,169             649,395
                                                                      -------             -------             -------
Benefits and expenses:
   Death benefits                                                      41,908              37,430              33,592
   Annuity benefits                                                    82,074              49,095              39,086
   Surrender benefits                                                 189,343             176,291             143,867
   Payments on supplementary contracts without life
     contingencies and dividend accumulations                          47,431              44,747              48,896
   Other benefits to policyholders and beneficiaries                   18,244              17,509              12,703
   Decrease in policy reserves - life and annuity
     contracts and accident and health insurance                      (76,839)            (78,148)            (54,954)
   Increase in liabilities for supplementary contracts without life
     contingencies and policyholders' dividend accumulations            5,687               6,954               8,328
   Decrease in group annuity reserves                                    (225)                 (2)               (233)
   Increase in benefit funds                                              870               3,975               4,075
   Commissions                                                         43,396              37,017              37,529
   General insurance expenses, including cost of
     collection in excess of loading on due and deferred
     premiums and other expenses                                       60,126              60,722              51,004
   Insurance taxes, licenses, and fees                                  5,909               6,939               6,199
   Net transfers to separate accounts                                 408,384             369,788             272,028
                                                                      -------             -------             -------
       Total benefits and expenses                                    826,308             732,317             602,120
                                                                      -------             -------             -------
Income before dividends to policyholders, federal
   income taxes, and net realized capital (losses) gains               40,041              49,852              47,275

Dividends to policyholders                                             24,441              23,670              23,286
                                                                      -------             -------             -------
Income before federal income taxes and net
   realized capital (losses) gains                                     15,600              26,182              23,989

Federal income taxes                                                    4,436              12,208               7,713
                                                                      -------             -------             -------
Income before net realized capital (losses) gains                      11,164              13,974              16,276

Net realized capital (losses) gains, less federal income taxes
   and transfers to the interest maintenance reserve                     (317)              3,885                 171
                                                                      -------             -------             -------
Net income                                                          $  10,847           $  17,859           $  16,447
                                                                      =======             =======             =======
</TABLE>

See accompanying notes to statutory financial statements.


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
              Statutory Statements of Changes in Unassigned Surplus
                  Years Ended December 31, 1998, 1997 and 1996
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                       1998                1997             1996
                                                                       ----                ----             ----

<S>                                                               <C>                 <C>               <C>      
Balance at beginning of year                                        $ 190,681           $ 163,304         $ 154,028
                                                                      -------             -------           -------

Increase (decrease) in unassigned surplus:
   Net income                                                          10,847              17,859            16,447
   Change in net unrealized gains (losses)                             10,070               6,752            (7,135)
   Change in asset valuation reserve                                   (6,639)                257            (9,811)
   Change in nonadmitted assets                                           543                 285             2,695
   Change in surplus of separate accounts                                 (64)                209            (2,071)
   Change in separate account seed money                                   64                (189)            2,232
   Subsidiary surplus distribution                                         --                  --            13,858
   Change in loss contingency for investments                             250               2,200            (6,954)
   Other miscellaneous changes                                              5                   4                15
                                                                      -------             -------           -------
       Net increase in unassigned surplus                              15,076              27,377             9,276
                                                                      -------             -------           -------
Balance at end of year                                              $ 205,757           $ 190,681         $ 163,304
                                                                      =======             =======           =======
</TABLE>

See accompanying notes to statutory financial statements.


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                       Statutory Statements of Cash Flows
                  Years Ended December 31, 1998, 1997 and 1996
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                       1998                1997               1996
                                                                       ----                ----               ----
Cash from operations Premiums and other considerations:
<S>                                                               <C>                 <C>                  <C>     
     Life and annuity contracts                                     $ 463,537           $ 412,840            $345,095
     Accident and health                                               17,903              14,754              11,911
     Supplementary contracts and dividend accumulations                43,546              44,194              46,303
     Other deposit funds                                              159,786             114,826              51,322
   Investment income received                                         160,304             177,984             176,394
   Reinsurance commissions                                              7,871               8,425              13,210
   Separate accounts income and fees                                   15,858               9,885               1,129
   Other income                                                         4,786               4,931              57,268
                                                                      -------             -------             -------
       Total provided from operations                                 873,591             787,839             702,632
                                                                      -------             -------             -------

   Life and accident and health claims paid                            46,128              42,004              38,809
   Surrender benefits paid                                            189,343             176,291             143,867
   Other benefits to policyholders paid                               140,575             105,505              95,785
   Commissions, other expenses and taxes paid,
     excluding federal income taxes                                   107,589             105,834              89,017
   Dividends to policyholders paid                                     23,756              23,161              22,542
   Federal income taxes                                                  (181)             14,558              15,804
   Net transfers to separate accounts                                 419,156             383,942             281,652
   Interest paid on defined benefit plans                               1,338               3,507               4,104
   Other                                                                   --                 189                 684
                                                                      -------             -------             -------
       Total used in operations                                       927,704             854,991             692,264
                                                                      -------             -------             -------
       Net cash (used in) from operations                             (54,113)            (67,152)             10,368
                                                                      -------             -------             -------
Cash from investments
   Proceeds from investments sold, matured or repaid:
     Fixed maturities                                                 296,732             285,135             226,919
     Equity securities                                                 17,412              17,223              29,960
     Mortgage loans on real estate                                     77,980              47,892              52,773
     Other invested assets                                                562                 969                 831
     Investment real estate                                             3,950              17,701                 700
                                                                      -------             -------             -------
       Total investment proceeds                                      396,636             368,920             311,183
                                                                      -------             -------             -------
   Cost of investments acquired:
     Fixed maturities                                                 243,804             200,692             237,191
     Equity securities                                                 24,923              29,724              26,235
     Mortgage loans on real estate                                     17,956               4,704              31,025
     Investment real estate                                             5,222              10,929              10,060
     Other invested assets                                             10,461                  --                --
     Other cash used                                                      109               4,098               2,148
                                                                      -------             -------             -------
       Total investments acquired                                     302,475             250,147             306,659
   Increase (decrease) in policy loans and premium notes                  500                (475)                664
                                                                      -------             -------             -------
       Net cash from investments                                       93,661             119,248               3,860
                                                                      -------             -------             -------
Cash from financing and miscellaneous sources
   Transfer of defined benefit pension plan assets                         --             (42,247)                 --
   Other cash provided (applied), net                                   7,932             (15,879)              3,762
                                                                      -------             -------             -------
       Net cash from (used in) financing and
            miscellaneous sources                                       7,932             (58,126)              3,762
                                                                      -------             -------             -------
Reconciliation of cash and short-term investments:
   Net change in cash and short-term investments                       47,480              (6,030)             17,990
   Cash and short-term investments at beginning of year                27,260              33,290              15,300
                                                                      -------             -------             -------
   Cash and short-term investments at end of year                   $  74,740           $  27,260           $  33,290
                                                                      =======             =======             =======
See accompanying notes to statutory financial statements.
</TABLE>
<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements
                        December 31, 1998, 1997 and 1996

(1) Summary of Significant Accounting Policies

    Company Operations

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

    Basis of  Presentation  

    The  accompanying  statutory  financial  statements  have been  prepared  in
    conformity  with  accounting  practices  prescribed or permitted by the Iowa
    Department of Commerce, Insurance Division.  Prescribed statutory accounting
    practices  are   promulgated  by  the  National   Association  of  Insurance
    Commissioners  (NAIC),  as well as  through  state  laws,  regulations,  and
    general  administration  rules.  Permitted  statutory  accounting  practices
    encompass all accounting procedures other than those prescribed. The Company
    is  currently  applying  only  prescribed  accounting  practices.  Statutory
    accounting   practices  vary  in  some  respects  from  generally   accepted
    accounting  principles.  The more  significant of these  differences  are as
    follows:

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

<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(1) Summary of Significant Accounting Policies, continued

    Basis of Presentation, Continued

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

    Net Income                                             1997          1996
    Statutory net income                                 $17,859       $16,447
    Adjustments:
       Federal income taxes                                1,555        (9,500)
       Deferred policy acquisition costs                  18,593        15,566
       Insurance reserves                                 (9,651)       (2,181)
       Investments                                          (414)        8,590
       Pension benefits                                    1,175        (1,457)
       Other                                              (1,877)       (2,365)
                                                          ------        ------
    GAAP net income                                      $27,240       $25,100
                                                          ======        ======

    Surplus                                                1997          1996
    -------                                                ----          ----
    Statutory surplus                                   $190,681      $163,304
    Adjustments:
       Federal income taxes                                7,436         6,576
       Deferred policy acquisition costs                 142,710       130,655
       Insurance reserves                                (71,352)      (61,701)
       Investments                                        37,409        33,231
       Employee benefits                                 (20,072)      (21,744)
       Dividends payable to policyholders                 11,890        11,635
       Other                                               5,211         2,955
                                                         -------       -------

    GAAP Surplus                                        $303,913      $264,911
                                                         =======       =======

    The effects of these  variances  on net income and  surplus at December  31,
    1998, although not reasonably  determinable as of this date, are presumed to
    be material.


    Valuation of Investments

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

    Realized gains and losses on the sale of investments  are reported in income
    based upon the first-in,  first-out  method.  The net  unrealized  gains and
    losses  attributable to the adjustment from book value to carrying value for
    all investments are reflected in surplus.


    Provision for Depreciation

    The provision for depreciation of real estate is computed on a straight-line
    basis using estimated  useful lives of the assets ranging from five to fifty
    years.



<PAGE>



                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(1) Summary of Significant Accounting Policies, continued

    Policy Reserves

    During  1988,  the  Company  began  using the 1980  Commissioners'  Standard
    Ordinary (C.S.O.)  Mortality Table. Prior to the adoption of the 1980 C.S.O.
    table,  reserves were recorded using the 1958 C.S.O.  table. The 1958 C.S.O.
    table is used with interest rate assumptions ranging from 2.5 percent to 5.0
    percent.  The 1980  C.S.O.  table is used  with  interest  rate  assumptions
    ranging from 3.5 percent to 5.5 percent. With respect to older policies, the
    mortality table and interest  assumptions vary from the American  Experience
    table  with 2.5 to 4 percent  interest  to the 1941  C.S.O.  table  with 2.5
    percent  interest.  Approximately  24  percent  of  the  life  reserves  are
    calculated on a net level reserve basis and 76 percent on a modified reserve
    basis.  The effect of the use of a modified  reserve  basis is to  partially
    offset the effect of immediately  expensing acquisition costs by providing a
    policy  reserve  increase  in the first  policy  year which is less than the
    reserve  increase in renewal  years.  Fixed  deferred  annuity  reserves are
    calculated using continuous  Commissioners' Annuity Reserve Valuation Method
    (CARVM) with interest assumptions ranging from 2.5 percent to 7.5 percent.

    Provision for Participating Policy Dividends

    The provision for  participating  policy  dividends is based on the board of
    directors'  determination  and declaration of an equitable  current dividend
    plus a provision  for such  dividend  expected  to be paid in the  following
    year, rather than being provided for ratably over the premium-paying  period
    in accordance  with dividend  scales  contemplated  at the time the policies
    were issued.  Participating business comprised 99.9 percent of ordinary life
    insurance in force and premiums received during 1998.

    Statutory Valuation Reserves

    The asset valuation reserve (AVR) provides a reserve for fluctuations in the
    values of invested assets,  primarily common stocks.  Changes in the AVR are
    charged or credited directly to surplus.

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

    Electronic Data Processing Equipment

    Electronic  data  processing  equipment is carried at cost less  accumulated
    depreciation  of  $6,744,419  and  $6,023,003 at December 31, 1998 and 1997,
    respectively.  The equipment is being  depreciated  using the  straight-line
    method over a five-year period.

    Pension Costs

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

    Risks and Uncertainties

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



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

(1) Summary of Significant Accounting Policies, continued

    Risks and Uncertainties, continued

    The Company is subject to the risk that interest rates will change and cause
    a decrease in the value of its investments.  To the extent that fluctuations
    in interest  rates cause the duration of assets and  liabilities  to differ,
    the  Company  may have to sell assets  prior to their  maturity  and realize
    losses.  Interest  rate  exposure  for the  investment  portfolio is managed
    through  asset/liability  management  techniques  that  attempt to match the
    duration of the assets with the estimated  duration of the liabilities.  The
    Company had derivative financial  instruments at December 31, 1998 and 1997,
    which are discussed in note 2.

    The Company is subject to the risk that  issuers of  securities  or mortgage
    loans  owned  by the  Company  will  default  or  other  parties,  including
    reinsurers  who owe the Company money,  will not pay. The Company  minimizes
    this  risk  by  adhering  to  a  conservative  investment  strategy  and  by
    maintaining strong reinsurance and credit and collection policies.

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

    Disclosures about Fair Value of Financial Instruments

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

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

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

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

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

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

       Other invested  assets:  The fair value of joint ventures and partnership
       interests  in  common  stock  approximate  their  carrying  values or are
       estimated using  discounted cash flow analysis.  The estimated fair value
       for  other  invested  assets  for  1998  and  1997  was  $16,596,994  and
       $10,163,876, respectively.
<PAGE>

                       CUNA MUTUAL LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

(1)  Summary of Significant Accounting Policies, continued

    Disclosures about Fair Value of Financial Instruments, continued

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

       Investment contracts:  The fair values of the Company's liabilities under
       investment  type  insurance   contracts  are  estimated  using  the  cash
       surrender  value of the contracts.  The carrying value and estimated fair
       value of these liabilities were  $1,100,993,513  and  $1,096,826,483  for
       1998 and $1,242,817,910 and $1,233,846,222 for 1997, respectively.

    Derivative Financial Instruments

    The Company enters into derivatives,  primarily interest rate swaps and caps
    and stock index  futures to reduce  interest  rate  exposure  for  long-term
    assets,  to exchange fixed rates for floating interest rates and to increase
    or decrease  exposure to  selected  segments of the bond and stock  markets.
    Hedges of fixed maturity  securities  are stated at amortized  cost, if any,
    and hedges of equity  securities are stated at market value.  See note 2 for
    additional information related to these agreements.

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

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

    Separate Accounts

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

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

    Statutory Accounting Practices

    The NAIC has developed a codification of Statements of Statutory  Accounting
    Principles  (SSAP's)  which,  pending  approval  of the Iowa  Department  of
    Commerce,  Insurance Division,  will take effect January 1, 2001. The effect
    of  adopting  the SSAP's will be reported  as an  adjustment  to  unassigned
    surplus on the effective date.  Although  generally  consistent with current
    accounting  practices,  there are  differences  that  could  have a material
    impact on the Company;  the ultimate  impact on  unassigned  surplus has not
    been determined.

    Reclassifications

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

(2) Investments

    Fixed Maturities

    The carrying value, gross unrealized gains and losses and the estimated fair
    value of  investments  in fixed  maturities as of December 31, 1998 and 1997
    are as follows (in thousands):


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(2) Investments, continued
<TABLE>
<CAPTION>
    Fixed Maturities, continued
                                                                     Gross                 Gross
                                             Carrying             unrealized            unrealized             Estimated
    Description                                value                 gains                losses              fair value
    1998:
<S>                                     <C>                       <C>                  <C>                  <C>      
    United States treasury
       and government securities         $     56,037              $  2,539             $      --             $  58,576
    States and political
       subdivisions securities                     38                    --                    --                    38
    Foreign government securities              16,433                 1,487                    --                17,920
    Corporate securities                      885,831                52,988                 1,629               937,190
    Mortgage-backed securities                524,821                 9,794                 3,703               530,912
    Other debt securities                      33,987                 1,963                    --                35,950
                                             --------                ------                 -----              --------
                                           $1,517,147               $68,771                $5,332            $1,580,586
                                             ========                ======                 =====              ========

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

    A  provision  of  $408,937and  $361,018  at  December  31,  1998  and  1997,
    respectively,  has  been  provided  for  fixed  maturities  that  have  been
    determined by the NAIC to have an  impairment  in value.  In addition to the
    asset valuation reserve provision,  a loss contingency reserve of $1,700,000
    has been  established  at December 31, 1998 and 1997,  for  projected  fixed
    maturity losses.

    The  carrying  value  and  estimated  fair  value  of  investments  in fixed
    maturities as of December 31, 1998 are shown below by  contractual  maturity
    (in thousands).  Expected maturities will differ from contractual maturities
    because  borrowers may have the right to call or prepay  obligations with or
    without call or prepayment penalties.

                                                   Carrying          Estimated
                                                     value          fair value
       Due in 1 year or less                     $   307,807       $    326,471
       Due after 1 year through 5 years              392,658            417,246
       Due after 5 years through 10 years            270,020            282,911
       Due after 10 years                             21,841             23,045
                                                    --------           --------
                                                     992,326          1,049,673
       Mortgage-backed securities                    524,821            530,913
                                                    --------           --------
                                                  $1,517,147         $1,580,586
                                                    ========           ========

    The  average  duration  until  maturity  for  the  above  fixed  maturities,
    excluding mortgage-backed securities, is 3.51 years.

    Proceeds from sales of fixed  maturities were  $66,334,584,  $43,061,083 and
    $86,235,854  during  1998,  1997  and  1996,  respectively.  Gross  gains of
    $1,734,636,  $589,958 and $807,839 and gross losses of $1,885,632,  $137,218
    and  $3,080,341  were  realized  on  those  sales in  1998,  1997 and  1996,
    respectively.  Net realized capital gains (losses),  less applicable  income
    taxes of $3,207,823,  $1,852,451 and $974,141 were transferred to the IMR in
    1998, 1997 and 1996, respectively.



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(2) Investments, continued

    Equity Securities

    The cost,  gross  unrealized  gains and losses,  and estimated fair value on
    unaffiliated equity securities are as follows (in thousands):
<TABLE>
<CAPTION>
                                                                           Gross            Gross           Estimated
                                                                        unrealized        unrealized          fair
                                                          Cost             gains            losses            value
                                                          ----             -----            ------            -----
<S>                                                    <C>                <C>              <C>               <C>   
    December 31, 1998
       Common stock                                     $55,551            20,297           (2,090)           73,758
       Preferred stock                                       71                --               (4)               67
    December 31, 1997
       Common stock                                     $44,298            14,010           (2,323)           55,985
       Preferred stock                                      102                 4               --               106
</TABLE>

    Mortgage Loans on Real Estate

    The Company's  mortgage  portfolio  consists  mainly of commercial  mortgage
    loans. The Company limits its  concentrations of credit risk by diversifying
    its  mortgage  loan  portfolio  so that  loans made in any one state are not
    greater than 20 percent (14 percent in Illinois) of the  aggregate  mortgage
    loan portfolio  balance and loans of no more than 2 percent of the aggregate
    mortgage loan portfolio balance are made to any one borrower. In addition to
    the  asset  valuation  reserve  provision,  a loss  contingency  reserve  of
    $2,000,000  has  been  provided  for  mortgage  loans on real  estate  as of
    December 31, 1998 and 1997.

    The carrying value and estimated fair value of mortgage loans as of December
    31, 1998 and 1997 are as follows (in thousands):

                                       Carrying                Estimated
                                         value                fair value
              1998                      $306,037                $328,591
              1997                       362,958                 385,689

    Assets Designated

    The carrying  values of assets  designated for regulatory  authorities as of
    December 31 are as follows (in thousands):
                                                 1998                    1997
                                                 ----                    ----
              Fixed maturities and
                 short-term investments       $1,527,512              $1,565,951
              Mortgage loans on real estate      306,037                 362,958
              Policy loans                       101,569                 101,061
                                                --------                --------
                                              $1,935,118              $2,029,970
                                                ========                ========

    Net Investment Income

    Components  of net  investment  income as of  December 31 are as follows (in
    thousands):
<TABLE>
<CAPTION>
                                                              1998                    1997                    1996
                                                              ----                    ----                    ----
<S>                                                        <C>                     <C>                     <C>     
              Fixed maturities                               $114,421                $123,395                $124,778
              Equity securities                                 1,198                     458                   1,744
              Mortgage loans on real estate                    29,057                  34,372                  37,968
              Investment real estate                            9,244                  10,158                  11,456
              Policy loans                                      6,664                   6,571                   6,513
              Other invested assets                            (2,244)                  4,711                   4,390
              Short-term investments                            2,175                   2,689                   2,222
              Derivative financial instruments                 (1,835)                 (1,445)                   (360)
              Other                                             2,911                      11                      79
                                                              -------                 -------                 -------
                  Gross investment income                     161,591                 180,920                 188,790
              Less investment expenses                         12,593                  12,728                  14,217
                                                              -------                 -------                 -------
                  Net investment income                      $148,998                $168,192                $174,573
                                                              =======                 =======                 =======
</TABLE>



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(2) Investments, continued

    Realized Gains and Losses

    Net realized investment gains and losses as of December 31 are summarized as
    follows (in thousands):
    
<TABLE>
<CAPTION>
                                                              1998                    1997                    1996
                                                              ----                    ----                    ----
<S>                                                        <C>                       <C>                    <C>     
              Fixed maturities                              $(1,645)                  $1,843                 $(3,194)
              Equity securities                               3,832                    2,853                   6,466
              Mortgage loans on real estate                   2,965                    1,030                    (433)
              Investment real estate                            413                    3,056                     428
              Derivative financial instruments                 (108)                      --                  (3,068)
              Short-term investments and other
                 invested assets                                 --                       12                      --
                                                               ----                     ----                    ----
                                                              5,457                    8,794                     199
              Less:
                  Capital gains tax                           2,566                    3,057                    (946)
                  Transfer to interest maintenance reserve    3,208                    1,852                     974
                                                               ----                     ----                    ----
                  Net realized investment gains              $ (317)                  $3,885                $    171
                                                               ====                     ====                    ====
</TABLE>

    Investment Expenses
    The  Company  incurs  expense  in  managing  its  investment  portfolio  and
    producing  investment  income.  These  expenses,   which  include  salaries,
    brokerage  fees,  securities  custodial  fees,  real estate expenses and the
    like,  are deducted from  investment  income to determine the net investment
    income   reported  in  the  financial   statements.   

    Derivative   Financial Instruments  
    As of December 31, 1998,  the Company had an interest rate swap
    agreement with a major  financial  institution,  having a notional amount of
    $100 million. Under the agreement, the Company receives interest payments at
    a floating rate based on an interest  rate index,  which was 4.22 percent as
    of December 31, 1998,  and pays  interest on the same  notional  amount at a
    fixed  rate,  which was 6.96  percent.  Amounts  exchanged  as a part of the
    interest rate  differential  are accounted for as  adjustments to investment
    income.  This interest rate swap  agreement is scheduled to terminate in the
    year 2000.  As of December  31, 1998,  the fair value of the  interest  swap
    agreement  was  ($3,420,000).   This  negative  fair  value  represents  the
    estimated  amount the Company  would have to pay at December  31,  1998,  to
    cancel the contract or transfer it to another party.

    As of December 31, 1998,  the Company had three interest rate cap agreements
    with two major  financial  institutions,  having a total notional  amount of
    $500  million.  The  Company  paid  $2,280,000  for these  agreements  which
    terminate in 1999.  The  agreements  entitle the Company to receive from the
    counter-parties  the amounts,  if any, by which the selected market interest
    rates exceed the strike rates stated in the  agreements.  The amount paid to
    purchase the  interest  rate caps is included in other  invested  assets and
    amortized over the term of the agreements.  The fair value, which was -0- as
    of December 31, 1998,  represents  the  estimated  amount the Company  would
    receive if it transferred  the  agreements to another party.  As of December
    31, 1998, the carrying value of the caps was $514,860.

    In October  1998,  the Company  entered  into a one-year  total  return swap
    agreement.  The  purpose  is to  increase  exposure  to the high  yield bond
    market,  consistent  with the  Company's  strategic  asset  allocation.  The
    Company  pays  interest  on a notional  amount of $25  million  based on the
    one-month  LIBOR interest rate and receives the total return of a high yield
    bond index on the same notional amount.  Net settlements are made quarterly.
    The position is further  hedged by ownership of a $25 million  one-year bond
    that pays a floating  rate that is also based upon LIBOR.  The net effect is
    the  equivalent of a $25 million  investment in high yield fixed  maturities
    without  incurring  the  specific  credit  risks  and  transaction  costs of
    purchasing individual  securities.  As of December 31, 1998, the Company has
    recognized $510,808 of income relating to this derivative investment and its
    fair value was $575,000.

    During 1998,  the Company sold S&P Stock Index futures with a face amount of
    approximately $3.9 million.  The purpose of the sales was to reduce exposure
    to the domestic equity market, consistent with the Company's strategic asset
    allocation.  The futures  positions  were closed out prior to the end of the
    year with a loss of $108,448 after certain equity  investments were sold and
    the futures were no longer necessary.



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(2) Investments, continued

    Derivative Financial Instruments, continued

    The Company is exposed to credit  losses in the event of  nonperformance  by
    the counter-parties to its swap and cap agreements. The Company anticipates,
    however,  that  the  counter-parties  will be able to  fully  satisfy  their
    obligations under the contracts. The Company monitors the credit standing of
    the  counter-parties.  The futures  contracts  are traded in an exchange and
    have no counter-party risk.

(3) Investment Real Estate

    A summary of investment real estate held as of December 31 is as follows (in
    thousands):
   
                                                     1998           1997
              Cost:
                Investment real estate              $83,537        $84,297
                Home office                          16,064         15,615
                                                     ------         ------
                                                     99,601         99,912
              Less accumulated depreciation          37,256         35,141
                                                     ------         ------
                                                    $62,345        $64,771
                                                     ======         ======

    Investment real estate and the home office  buildings are being  depreciated
    using the  straight-line  basis over the useful  lives of these  assets.  In
    addition  to the  asset  valuation  reserve  provision,  a loss  contingency
    reserve  of  $2,100,000  and  $2,350,000  at  December  31,  1998 and  1997,
    respectively, has been provided for investment real estate.

(4) Note Payable

    As of  December  31,  1998,  the Company has an  outstanding  liability  for
    borrowed  money in the  original  amount  of  $1,300,000  as a  result  of a
    non-recourse   interest-free   loan  and   grant   made  by  the   Community
    Redevelopment  Agency of the City of Los  Angeles,  California.  The loan is
    secured by real estate  property  with an  appraisal  value that exceeds the
    loan principal balance.  The loan will be amortized on a straight-line basis
    over 240 months beginning in September,  2001. The loan agreement includes a
    grant provision  forgiving 15 percent of the original  balance in September,
    2001 upon the fulfillment of conditions specified in the loan agreement.  It
    is the Company's opinion that these conditions have been fully satisfied.

(5) Affiliation and Transactions with Affiliates and Related Parties

    The Company has entered into an agreement of permanent affiliation with CUNA
    Mutual Insurance  Society (CMIS), a mutual  multi-line  insurer domiciled in
    Wisconsin.  The  agreement  is not a merger or  consolidation,  in that both
    companies  remain  separate  corporate  entities,  and both  continue  to be
    separately owned and ultimately controlled by their respective  policyholder
    groups,  who retain their voting rights without change.  The agreement terms
    include a provision for  reinsurance of each company's  individual  life and
    health  business,  joint  development  of  business  plans and  distribution
    systems for the sale of individual  insurance and financial service products
    within the credit union  market,  and a provision for the sharing of certain
    resources  and  facilities.   Expenses  relating  to  shared  resources  and
    facilities are allocated between the companies and their  subsidiaries under
    a jointly developed cost-sharing agreement.  Expenses are allocated based on
    specific  identification  or, if  indeterminable,  generally on the basis of
    usage or  benefit  derived.  These  transactions  give rise to  intercompany
    account  balances,  which are settled at least annually.  Subsequent to each
    year-end,  the  expense  allocation  process  is  subject  to review by each
    company.  Based on these reviews,  allocated expenses to each company may be
    adjusted,  if determined  necessary.  The Company's  allocated expenses were
    increased by $154,672,  $975,672 and $736,162,  during 1998,  1997 and 1996,
    respectively.

    On July 1,  1998,  the  Company  formed  a  non-insurance  subsidiary,  CMIA
    Wisconsin,  Inc.. This subsidiary employs  representatives who sell property
    and casualty  insurance  coverage on behalf of the CUNA Mutual  Group.  CMIA
    Wisconsin, Inc., is reimbursed for the costs associated with providing these
    employment  services by CUNA Mutual Insurance Agency,  Inc., a non-insurance
    affiliate, under terms of a service agreement between the two entities.

    Equity  security  investments  on December 31, 1998,  include the  Company's
    wholly  owned  subsidiaries,  Red  Fox  Motor  Hotel  Corporation  and  CMIA
    Wisconsin,  Inc.  and the 50  percent  ownership  of CIMCO Inc.  (CIMCO),  a
    non-insurance affiliate. The carrying value of the subsidiary investments on
    the Company's  books  amounted to $3,278,009  and $1,306,903 at December 31,
    1998 and 1997, respectively.  Included in net investment income for 1996 was
    dividend income of $1,328,364 from Century Life Insurance  Company (a former
    wholly owned subsidiary).



<PAGE>



                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements


(5) Affiliation and Transactions with Affiliates and Related Parties, continued

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

    The Company has a note  receivable from CUNA Mutual  Investment  Corporation
    (CMIC) with a stated  maturity date of January 15, 2011. The effective yield
    on the date of the  agreement was 10.62  percent.  The yield varies over the
    life of the note,  as both the yield and the payment  stream are  determined
    based on the pay-down  activity of an  underlying  notional  pool of Federal
    National Mortgage Association  mortgages.  The structure of this arrangement
    provides a hedge  against the  Company's  fixed  maturity  holdings,  as the
    return varies inversely with the return on the fixed maturity portfolio. The
    carrying  value of the note was $5.1  million  and $7.2  million at 1998 and
    1997, respectively, and is included in other invested assets.

    The  Company is party to an  agreement  with CIMCO for  investment  advisory
    services.  CIMCO, 50 percent of which is owned by the Company and 50 percent
    owned by CMIC, provides an investment program, which complies with policies,
    directives and guidelines  established by the Company.  For these  services,
    the  Company  paid  fees  to  CIMCO  totaling  $2,172,000,   $2,115,000  and
    $2,581,800, for 1998, 1997 and 1996, respectively.

    CUNA Mutual created its own proprietary mutual funds entitled MEMBERS Mutual
    Funds,  which became  available to the public in 1998. The carrying value of
    the Company's  investments in the funds was  $20,332,202  and $11,000,078 at
    1998 and 1997, respectively.


(6) Separate Accounts

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

(7) Annuity Reserves and Deposit Liabilities

    The  withdrawal  characteristics  of the  Company's  annuity  contracts  and
    deposit funds as of December 31 are as follows (in thousands):
                                                         1998             1997
                                                         ----             ----
     Subject to discretionary withdrawal:
        With market value adjustments               $   724,535     $    581,114
        At book value, less surrender charge            298,044          431,984
        At market value                               1,181,132          749,944
        At book value, no charge or adjustment          714,170          710,936
                                                       --------         --------
                                                      2,917,881        2,473,978
        Not subject to discretionary withdrawal          41,091           39,800
                                                       --------         --------
                                                      2,958,972        2,513,778
        Reinsurance ceded                               395,706          437,765
                                                       --------         --------
                                                     $2,563,266       $2,076,013
                                                       ========         ========
(8) Reinsurance

    In  the  ordinary  course  of  doing  business,   the  Company  enters  into
    reinsurance  agreements  for the purpose of limiting its exposure to loss on
    any one  single  insured  or to  diversify  its risk and limit  its  overall
    financial  exposure.  The  Company  would  be  liable  in the  event  that a
    reinsurer is unable to meet the  obligations  assumed under the  reinsurance
    agreements.


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements


(8)       Reinsurance, continued


    The  effects  of  reinsurance  on premium  income  and on  benefit  expenses
incurred are as follows (in thousands):


                                               1998          1997         1996
                                               ----          ----         ----
    Premium income:
        Direct                               $458,408      $423,146     $371,031
        Assumed                                48,355        39,644       30,942
        Ceded                                  22,268        33,180       43,382
                                              -------       -------       ------
    Premium income, net of reinsurance       $484,495      $429,610     $358,591
                                              =======       =======       ======


    Benefit expenses:
        Direct                              $136,727      $100,413       $84,171
        Assumed                               13,875        11,266         8,421
        Ceded                                 13,667        12,501        11,328
                                             -------        ------         -----
    Benefit expenses, net of reinsurance    $136,935     $  99,178       $81,264
                                             =======        ======         =====



    All assumed  business in the above table is assumed from  affiliates and the
    amounts ceded includes $18,369,127,  $30,117,985 and $40,853,178 premiums as
    of  December  31,  1998,  1997  and  1996,  respectively,  and  $12,278,628,
    $11,140,828 and $10,214,240 benefits ceded as of December 31, 1998, 1997 and
    1996,  respectively,  to  affiliated  companies.  Policy  reserves and claim
    liabilities are net of reinsurance  balances of  $464,939,512,  $501,275,170
    and $534,173,135 at December 31, 1998, 1997 and 1996, respectively.

(9)      Federal Income Taxes

    The Company files a consolidated life/nonlife federal income tax return with
    its  subsidiaries,  Red Fox Motor Hotel  Corporation,  PLAN AMERICA Program,
    Inc., and CMIA of Wisconsin, Inc. The Company's policy is to collect from or
    refund to its  subsidiaries the amount of taxes applicable to its operations
    had it  filed a  separate  return.  Net  federal  income  taxes  payable  or
    recoverable  reflect  balances  payable to or due from  subsidiaries and the
    Internal Revenue Service (IRS) as follows (in thousands):
                                               1998                    1997
                                               ----                    ----
           Due from subsidiaries            $     --                 $     --
           Due (to)/from IRS                  (5,025)                   2,158
                                              ------                   ------
                                            $ (5,025)                $  2,158
                                              ------                    -----

<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(9) Federal Income Taxes, continued

    The actual  federal income tax expense  differs from  "expected" tax expense
    computed by applying the statutory  federal income tax rate of 35 percent to
    the earnings  before  federal  income taxes and net realized  capital  gains
    (losses) for the following reasons (in thousands):

<TABLE>
<CAPTION>
                                                          1998                      1997                      1996
                                                  Amount       Percent       Amount       Percent      Amount       Percent
<S>                                              <C>           <C>        <C>             <C>         <C>           <C>  
    Computed "expected" tax expense               $5,460        35.0%      $  9,164        35.0%       $8,396        35.0%
    Nontaxable investment income                  (2,587)      (16.58)       (1,419)       (5.4)       (4,159)      (17.3)
    Mutual life insurance company
       differential earnings tax                   3,450        22.12         4,200        16.0         2,599        10.8
    Deferred acquisition costs                       681         4.37         1,465         5.6           614         2.6
    Book and tax reserve change                   (1,569)      (10.06)         (670)       (2.6)        1,400         5.8
    Prior year over/under accrual                    (72)       (0.46)         (200)        (.8)       (1,500)       (6.3)
    General & administrative expenses               (543)       (3.48)
    Other, net                                      (619)       (3.97)          857         3.3           363         1.6
    Accrued policyholder dividends                   235         1.51        (1,189)           (4.5)       --          --
                                                   -----         ----        ------        ----         -----        ----
      Total federal income tax expense            $4,436        28.45%      $12,208        46.6%       $7,713        32.2%
                                                   =====         ====        ======        ====         =====        ====
</TABLE>

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

    Income tax expense (benefit) on net realized capital gains (losses) amounted
    to  $2,565,792,  $3,056,961,  and  ($946,308)  for  1998,  1997,  and  1996,
    respectively.  Of these amounts  $1,727,293,  $997,476,  and $524,540,  were
    transferred  to the IMR in 1998,  1997, and 1996,  respectively.  Net income
    taxes paid were $11,000,000, $12,500,000, and $16,000,000 in 1998, 1997, and
    1996, respectively.

(10) Benefit Plans

    Defined Benefit Pension Plans

    The Company has two noncontributory defined benefit pension plans that cover
    substantially  all employees and agents who meet  eligibility  requirements.
    Until  December 12, 1997,  the pension  plans were funded  through a Deposit
    Administration  contract  issued by the Company.  On December 12, 1997,  the
    Company transferred the plan assets from the Deposit Administration contract
    to State Street Bank and Trust  Company as trustee.  The amount  transferred
    was $43,871,243  for the defined benefit pension plans.  Plan assets are now
    invested  primarily in the Ultra  Series  Funds,  a family of mutual  funds,
    which serves as the investment vehicle for the Company's variable insurance,
    annuity and pension  products.  The total pension expense for 1998, 1997 and
    1996 was $2,614,251, $2,673,924 and $673,542, respectively.

    The actuarial present value of accumulated plan benefits and plan net assets
    available for benefits for the Company's pension plans as of January 1, 1998
    and 1997 are as follows (in thousands):

                                                               1998       1997
                                                               ----       ----
    Actuarial present value of accumulated plan benefits
       Vested                                                $35,556    $ 32,101
       Nonvested                                                 741       1,008
                                                              ------      ------
                                                             $36,297    $ 33,109
                                                              ======      ======
    Net assets available for benefits                        $54,074    $ 46,944
                                                              ======      ======


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(10) Defined Benefit Pension Plans, continued

    The  discount  rate  used in  determining  the  actuarial  present  value of
    accumulated plan benefits on the two plans was 7 percent for 1998 and 1997.

    Defined Contribution Pension Plans

    The Company has two defined  contribution  plans  (401[k] and thrift)  which
    cover  all  regular   full-time   employees  and  agents  who  meet  certain
    eligibility requirements. Under the plans, the Company contributes an amount
    equal to 50 percent of the  employees'  contributions,  up to a maximum of 3
    percent  of  the  employees'  salaries.   The  Company   contributions  were
    approximately  $1,212,000,  $997,500  and  $1,141,000  for the  years  ended
    December 31, 1998, 1997 and 1996, respectively.

    Nonqualified Pension Plans

    In  addition to the defined  benefit  pension  plans  mentioned  above,  the
    Company  has also  established  three  deferred  compensation  plans and two
    supplemental  benefit plans.  The deferred  compensation  plans are the CUNA
    Mutual Life  Insurance  Company  Deferred  Compensation  Plan for Agents and
    Managers,  which had a liability of $759,110 and $651,858 as of December 31,
    1998 and 1997, respectively; the CUNA Mutual Life Insurance Company Deferred
    Compensation  Plan for Home  Office  Employees,  which  had a  liability  of
    $328,758 and $347,617 as of December  31, 1998 and 1997,  respectively;  and
    the CUNA Mutual Life Insurance  Company Special Deferred  Compensation  Plan
    for Managers,  which had a liability of $510,264 and $449,457 as of December
    31, 1998 and 1997, respectively.

    The  supplemental  retirement  plans include the CUNA Mutual Life  Insurance
    Company Supplemental Retirement Plan for Agents and Managers, which replaces
    the loss of  benefits  under the  regular  pension  plan which  occurs  when
    deferred  compensation is removed from an agent's or manager's earnings base
    in order to calculate  pension  benefits.  The balance of the  liability for
    this  plan is  $309,590  and  $367,199  as of  December  31,  1998 and 1997,
    respectively.  The other  plan is the CUNA  Mutual  Life  Insurance  Company
    Supplemental  Retirement Plan for Home Office Employees,  which replaces the
    loss of benefits  under the regular  pension plan which occurs when deferred
    compensation is removed from a home office employee's earnings base in order
    to calculate pension benefits. The balance of the liability for this plan is
    $21,662 and $45,052 as of December 31, 1998 and 1997, respectively.

    Post-retirement Benefit Plans

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

    The  following  information  is presented on a combined  plan basis and sets
    forth the accumulated  post-retirement benefit obligation, the liability for
    such obligations included in the accompanying Company financial  statements,
    and the  post-retirement  benefit  expense at December 31, 1998 and 1997 (in
    thousands):

                                                             1998       1997
                                                             ----       ----
         Accumulated post-retirement benefit obligation:
             Active plan participants                      $ 2,746     $ 2,716
             Inactive plan participants                      5,870       5,224
                                                             -----       -----
                                                             8,616       7,940

         Transition obligation                              (1,599)     (1,731)
         Unrecognized loss                                  (1,704)     (2,061)
         Unrecognized prior service cost                       (32)        (44)
                                                             -----       -----
             Accrued post-retirement benefit cost          $ 5,281     $ 4,104
                                                             =====       =====


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(9) Benefit Plans, continued

    Post-retirement Benefit Plans, continued

    Net periodic  post-retirement  benefit expense for 1998 and 1997,  including
    the following components (in thousands):

                                                                1998        1997
                                                                ----        ----
     Service cost                                            $    563   $    889
     Interest cost on projected benefit obligation                617        489
     Amortization
         Prior service cost                                        12         12
         Transition obligation                                    133        133
         Unrecognized loss                                        252        553
                                                                -----      -----
            Net periodic post-retirement benefit expense      $ 1,577    $ 2,076
                                                                =====      =====

     The weighted average discount rate used in determining the  post-retirement
     benefit  obligation  at December 31, 1998 and 1997,  was 7.5  percent;  the
     initial  health care cost trend rate was 9.0 percent,  trending  down to an
     ultimate rate of 5.0 percent; and the weighted average rate of compensation
     increase was 5.0 percent.  The health care cost trend rate assumption has a
     significant effect on the amounts reported.  To illustrate,  increasing the
     assumed health care cost trend rates by one  percentage  point in each year
     would increase the  post-retirement  benefit  obligation as of December 31,
     1998, by $2,322,112  and the estimated  eligibility  cost and interest cost
     components  of net  periodic  post-retirement  benefit  cost  for  1998  by
     $373,296.

(11) Commitments and Contingencies

     The Company  participates in a securities  lending program.  All securities
     loaned are fully collateralized with cash, U.S. government  securities,  or
     irrevocable bank letters of credit.  At December 31, 1998, the par value of
     securities loaned by the Company totaled $9,935,000.

     The Company had no outstanding loan commitments at December 31, 1998.

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

<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                      Schedule I - Summary of Investments -
                    Other than Investments in Related Parties
                                December 31, 1998

<TABLE>
<CAPTION>
                                                                                                         Amount at which
                                                                                                          shown in the
                                                                                                       Statutory Statement
                                                                                                       of Admitted Assets,
                                                              Cost                    Value          Liabilities and Surplus
Fixed maturities:
   Bonds:
<S>                                                     <C>                      <C>                      <C>       
     United States government and government
       agencies and authorities                         $    53,036,590             58,575,230               56,036,590
     States, municipalities and political subdivisions           38,258                 38,000                   38,258
     Foreign governments                                     16,432,837             17,920,005               16,432,837
     Corporate securities                                   886,239,900            937,190,444              885,830,963
     Foreign corporate securities                            33,986,628             35,949,852               33,986,628
     Mortgage-backed securities                             524,821,267            230,912,759              524,821,267
                                                           ------------           ------------             ------------
       Total fixed maturities                             1,517,555,480          1,580,586,290            1,517,146,543
                                                           ============           ============             ============

Equity securities:
   Common stocks:
     Public utilities                                         2,066,808              2,001,150                2,001,150
     Banks, trust and insurance companies                     3,792,264              5,762,058                5,762,055
     Industrial, miscellaneous and all other                 49,691,636             65,995,304               65,995,304
   Non-redeemable preferred stocks                               71,222                 71,222                   71,222
                                                           ------------           ------------             ------------
       Total equity securities                               55,621,930             73,829,734               73,829,731
                                                           ------------           ============             ------------
                                                                                  

Mortgage loans on real estate                               306,036,561                                     306,036,561
Investment real estate                                       14,195,998                                      14,195,998
Real estate acquired in satisfaction of debt                 48,149,533                                      48,149,533
Policy loans                                                101,568,838                                     101,568,838
Other long-term investments                                  16,799,356                                      16,799,356
Investment receivable                                        19,886,019                                      19,886,019
Short-term investments                                       74,481,372                                      74,481,372
                                                           ------------                                    ------------
       Total investments                                 $2,154,295,087                                   2,172,093,951
                                                           ============                                    ============
</TABLE>


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
               Schedule III - Supplementary Insurance Information
                  Years Ended December 31, 1998, 1997 and 1996

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

<S>                                    <C>               <C>                <C>               <C>             <C>        
Year ended December 31, 1998:
   Life insurance                      $   --            1,764,656,059         --             9,850,063       687,827,795
                                        =========         ============      ========          =========       ===========

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

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






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

Year ended December 31, 1998:
   Life insurance                      $148,998,386       307,608,912          --           110,315,105           --
                                        ===========       ===========       ========         ==========        ========

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

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

</TABLE>


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                            Schedule IV - Reinsurance
                  Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
                                                                             Assumed                          Percentage
                                                       Ceded to other      from other                          of amount
                                      Gross amount        companies         companies       Net amount      assumed to net

<S>                                 <C>                  <C>              <C>              <C>                  <C>  
Year ended December 31, 1998:
   Life insurance in force           $ 11,220,070,381     2,032,638,000    2,805,647,619    11,993,080,000       23.4%
                                       ==============      ============     ============     =============      ======

   Premiums
     Life insurance                  $    456,220,390        21,482,248       31,465,273       466,203,415
     Accident and health insurance          2,187,481           785,275       16,889,420        18,291,626
                                       --------------      ------------     ------------     -------------

       Total premiums                $    458,407,871        22,267,523       48,354,693       484,495,041       10.0%
                                       ==============      ============     ============     =============      ======

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

   Premiums
     Life insurance                  $    421,255,332        32,540,795       26,009,624       414,724,161
     Accident and health insurance          1,891,033           639,302       13,633,904        14,885,635
                                       --------------      ------------     ------------     -------------

       Total premiums                $    423,146,365        33,180,097       39,643,528       429,609,796        9.2%
                                       ==============      ============     ============     =============      ======

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

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

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


<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
CUNA Mutual Life Insurance Company:

We have  audited the  accompanying  statutory  statements  of  admitted  assets,
liabilities,  and surplus of CUNA Mutual Life  Insurance  Company as of December
31, 1998 and 1997, and the related statutory  statements of operations,  changes
in unassigned  surplus,  and cash flows for each of the years in the  three-year
period ended  December 31, 1998. In connection  with our audits of the financial
statements,  we also have audited the financial  statement schedules I, III, and
IV.  These  financial  statements  and  financial  statement  schedules  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits.

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

As  described  more fully in note 1 to the  financial  statements,  the  Company
prepared these financial  statements  using accounting  practices  prescribed or
permitted  by  the  Iowa  Department  of  Commerce,  Insurance  Division,  which
practices differ from generally accepted accounting  principles.  The effects of
the variances  between the statutory basis of accounting and generally  accepted
accounting  principles  on the  1997  and  1996  financial  statements  are also
described  in note 1.  The  effects  of such  variances  on the  1998  financial
statements,  although not reasonably  determinable as of this date, are presumed
to be material.

In our  opinion,  because of the effects of the matters  discussed  in the third
paragraph  of this report,  the  financial  statements  referred to above do not
present fairly, in conformity with generally accepted accounting principles, the
financial position of CUNA Mutual Life Insurance Company as of December 31, 1998
and 1997,  or the  results of its  operations  or its cash flows for each of the
years in the three-year period ended December 31, 1998.

Also, in our opinion, the financial statements referred to above present fairly,
in all material respects,  the admitted assets,  liabilities and surplus of CUNA
Mutual Life Insurance  Company as of December 31, 1998 and 1997, and the results
of its  operations  and its cash  flows for each of the years in the  three-year
period ended December 31, 1998, on the basis of accounting  described in note 1.
Also, in our opinion, the related financial statement schedules, when considered
in relation to the basic financial statements, taken as a whole, present fairly,
in all material respects, the information set forth therein.


                                                 KPMG PEAT MARWICK LLP
Des Moines, Iowa
March 19, 1999



<PAGE>

                                   APPENDIX A

                ILLUSTRATIONS OF POLICY VALUES AND DEATH BENEFITS

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

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

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

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

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

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

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

Factors That Do Not Vary

All the illustrations make the following assumptions:

o  The Insured is a non smoker.

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

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

o  No loans are taken.

o  No partial surrenders are made.

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

o  No changes are made to the Specified Amount.

o  No transfer fees are incurred.

o  The Policy has no riders.

o  The charge for state Premium Tax is 2%.

o  No federal income tax is paid.

Effect of Hypothetical Investment Returns

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

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

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

Average                                  .90                  .72          1.62

  * 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%.

How Varying a Factor Affects Hypothetical Investment Returns

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


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

 ------- ------------- ---------------------------------- ----------------------------------- =====================================
           Premiums
 End     Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
 of        Interest              (-1.64% NET)                        (4.36% NET)                          (10.36% NET)
 Year      Per Year
                       ---------------------------------- ----------------------------------- =====================================
                          Death      Accum        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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio described in the section of the prospectus  titled POLICY BENEFITS,  Death
Proceeds - Death Benefit Options 1 and 2.
</FN>
</TABLE>
<PAGE>
                          ILLUSTRATION OF POLICY VALUES
                        MEMBERSAE Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 2
<TABLE>
<CAPTION>
Male Non Smoker                                                                                                Age at Issue: 35
Specified Amount: $100,000                                                                               Annual Premium: $1,200
Planned Premium Payable Annually for: 30 years                                           Based on: Guaranteed Mortality Charges
Policy Loans and Withdrawals: None                                                            Projected Dividends: Not Included
Hypothetical Gross Rates of Return: 0, 6 and 12%                                                       Death Benefit: Option 1*

  ------- ------------- ---------------------------------- ----------------------------------- =====================================
  End       Premiums
  of      Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
  Year      Interest              (-1.64% NET)                        (4.36% NET)                          (10.36% NET)
            Per Year
                        ---------------------------------- ----------------------------------- =====================================
                           Death      Accum       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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio described in the section of the prospectus  titled POLICY BENEFITS,  Death
Proceeds - Death Benefit Options 1 and 2.
</FN>
</TABLE>
<PAGE>
                          ILLUSTRATION OF POLICY VALUES
                        MEMBERSAE Variable Universal Life
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 3
<TABLE>
<CAPTION>
 Male Non Smoker                                                                                                 Age at Issue: 35
 Specified Amount: $100,000                                                                                Annual Premium: $1,200
 Planned Premium Payable Annually for: 30 years                                               Based on: Current Mortality Charges
 Policy Loans and Withdrawals: None                                                                 Projected Dividends: Included
 Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                      Death Benefit: Option 2*

   ------- ------------- ---------------------------------- ----------------------------------- ====================================
             Premiums
   End     Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
   of        Interest              (-1.64% NET)                        (4.36% NET)                          (10.36% NET)
   Year      Per Year
                         ---------------------------------- ----------------------------------- ====================================
                            Death     Accum        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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Accumulated Value on date of death, or (2) the Accumulated Value on the
date of death  multiplied by the Death Benefit Ratio described in the section of
the prospectus titled POLICY BENEFITS,  Death Proceeds - Death Benefit Options 1
and 2.
</FN>
</TABLE>
<PAGE>


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

   ------- ------------- ---------------------------------- ----------------------------------- ====================================
             Premiums
   End     Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
   of        Interest              (-1.64% NET)                        (4.36% NET)                          (10.36 NET)
   Year      Per Year
                         ---------------------------------- ----------------------------------- ====================================
                            Death     Accum       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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Accumulated Value on date of death, or (2) the Accumulated Value on the
date of death  multiplied by the Death Benefit Ratio described in the section of
the prospectus titled POLICY BENEFITS,  Death Proceeds - Death Benefit Options 1
and 2.
</FN>
</TABLE>
<PAGE>


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

  ------- ------------- ---------------------------------- ------------------------------------ ====================================
            Premiums
  End     Accum at 5%              0.00% GROSS                         6.00% GROSS                         12.00% GROSS
  of        Interest              (-1.64% NET)                         (4.36% NET)                         (10.36% NET)
  Year      Per Year
                                                           ------------------------------------ ====================================
                        ------------ --------- -----------
                           Death      Accum       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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio described in the section of the prospectus  titled POLICY BENEFITS,  Death
Proceeds - Death Benefit Options 1 and 2.
</FN>
</TABLE>
<PAGE>

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

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

  ------- ------------- ---------------------------------- ----------------------------------- =====================================
            Premiums
  End     Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
  of        Interest              (-1.64% NET)                        (4.36% NET)                          (10.36% NET)
  Year      Per Year
                        ---------------------------------- ----------------------------------- =====================================
                           Death      Accum       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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio described in the section of the prospectus  titled POLICY BENEFITS,  Death
Proceeds - Death Benefit Options 1 and 2.

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


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

  ------- ------------- ---------------------------------- ----------------------------------- =====================================
            Premiums
  End     Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
  of        Interest              (-1.64% NET)                        (4.36% NET)                          (10.36% NET)
  Year     Per Year
                        ---------------------------------- ----------------------------------- =====================================
                           Death      Accum       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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Accumulated Value on date of death, or (2) the Accumulated Value on the
date of death  multiplied by the Death Benefit Ratio described in the section of
the prospectus titled POLICY BENEFITS,  Death Proceeds - Death Benefit Options 1
and 2.
</FN>
</TABLE>
<PAGE>


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

  ------- ------------- ---------------------------------- ----------------------------------- =====================================
            Premiums
  End     Accum at 5%              0.00% GROSS                        6.00% GROSS                          12.00% GROSS
  of        Interest              (-1.64% NET)                        (4.36% NET)                          (10.36% NET)
  Year      Per Year
                        ---------------------------------- ----------------------------------- =====================================
                           Death      Accum       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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
<FN>
*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Accumulated Value on date of death, or (2) the Accumulated Value on the
date of death  multiplied by the Death Benefit Ratio described in the section of
the prospectus titled POLICY BENEFITS,  Death Proceeds - Death Benefit Options 1
and 2.

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

 Issue                          MALE                                             FEMALE

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


 Issue                          MALE                                             FEMALE

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

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

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

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

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


<PAGE>


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

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


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

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


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

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


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






                                   
                                     PART II

                                  UNDERTAKINGS

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

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

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


                                 REPRESENTATIONS


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



<PAGE>


                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

           The facing sheet.

           The Prospectus consisting of 36 pages.

           Undertakings.

           Representations.

           The signatures.

           Written consent or opinion of the following persons:

                     KPMG Peat Marwick LLP
                     Scott Allen - Associate Actuary

           The following exhibits:

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

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

           2.        Not Applicable

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                               xi.        Executive  Benefit  Plan  Endorsement,
                                          Form  EBP.   Incorporated   herein  by
                                          reference to post-effective  amendment
                                          number    18   to   this    Form   S-6
                                          registration   statement   (File   No.
                                          33-19718) filed with the Commission on
                                          February 24, 1999.

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

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

                               ii.        403(B)  Endorsement,   Form  1608(VUL)
                                          0994 Incorporated  herein by reference
                                          to post-effective  amendment  number17
                                          to   this   Form   S-6    registration
                                          statement  (File No.  33-19718)  filed
                                          with the Commission on April 17, 1998.

                               c.         State  Variation  List.   Incorporated
                                          herein by reference to  post-effective
                                          amendment  number  18 to this Form S-6
                                          registration   statement   (File   No.
                                          33-19718) filed with the Commission on
                                          February 24, 1999.

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

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

           7.        Not Applicable

           8.        Servicing Agreement Between CUNA Mutual Life Insurance 
                     Company and CIMCO  Inc.  dated  May 1,  1997.  Incorporated
                     herein by reference to  post-effective  amendment number 18
                     to this Form S-6 registration statement (File No. 33-19718)
                     filed with the Commission on February 24, 1999.

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

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


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

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

3.         Not applicable

4.         Not applicable

5.         Financial Data Schedule

6.         Not applicable

Power of Attorney.  Incorporated herein by reference to post-effective amendment
number 18 to this Form S-6 registration statement (File No. 33-19718) filed with
the Commission on February 24, 1999.


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, CUNA
Mutual Life Variable  Account,  certifies that it meets all of the  requirements
for effectiveness of this Registration  Statement  pursuant to rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned  thereunto duly  authorized,  all in the
City of Madison, and State of Wisconsin, on the day of April, 1999.


                 CUNA Mutual Life Variable Account (Registrant)



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


Pursuant to the requirements of the Securities Act of 1933, the depositor,  CUNA
Mutual Life Insurance  Company,  certifies that it meets all of the requirements
for effectiveness of this Registration  Statement  pursuant to rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned  thereunto duly  authorized,  all in the
City of Madison, and State of Wisconsin, on the day of April, 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                    04/19/99   
Joseph N. Cugini, Director                                                     Kevin S. Thompsn, Attorney-In-Fact


Rudolf J. Hanley                            *            
Rudolf J. Hanley, Director


Jerald R. Hinrichs                          *            
Jerald R. Hinrichs, Director


/s/ Michael B. Kitchen                  04/19/99
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/ Michael G. Joneson                                      04/19/99
Michael G. Joneson
Vice President - Accounting & Financial Systems



/s/ Richard J. Keintz                                       04/19/99
Richard J. Keintz
Chief Officer - Finance & Information Services



/s/ Michael B. Kitchen                                      04/19/99
Michael B. Kitchen
President and Chief Executive Officer



<PAGE>


KPMG Peat Marwick LLP
2500 Ruan Center
P.O. Box 772
Des Moines, IA  50303


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

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

Our report dated March 19, 1999,  contains an explanatory  paragraph that states
that the Company prepared the financial  statements  using accounting  practices
prescribed or permitted by the Iowa Department of Commerce,  Insurance Division,
which practices differ from generally accepted accounting principles.


                                           KPMG Peat Marwick LLP


Des Moines, Iowa
April 19, 1999



<PAGE>
April 15, 1999


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

Ladies and Gentlemen:

As Associate Actuary for CUNA Mutual Life Insurance Company, I have reviewed the
illustrations  for  a  MEMBERS(R)   Variable  Universal  Life  Insurance  Policy
described  in  Post-Effective  Amendment  No.  19 on  Form  S-6 to  Registration
Statement No. 33-19718.

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

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

Sincerely,

/s/ Scott Allen

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



<PAGE>


                                  EXHIBIT INDEX


Financial Data Schedule


<TABLE> <S> <C>

<ARTICLE>                     6
<MULTIPLIER>                  1
       
<S>                           <C>
<PERIOD-TYPE>                 12-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   DEC-31-1998
<INVESTMENTS-AT-COST>                146,601,606
<INVESTMENTS-AT-VALUE>               209,233,064
<RECEIVABLES>                                  0
<ASSETS-OTHER>                                 0
<OTHER-ITEMS-ASSETS>                           0
<TOTAL-ASSETS>                       209,233,064
<PAYABLE-FOR-SECURITIES>                       0
<SENIOR-LONG-TERM-DEBT>                        0
<OTHER-ITEMS-LIABILITIES>                 51,835
<TOTAL-LIABILITIES>                       51,835
<SENIOR-EQUITY>                                0
<PAID-IN-CAPITAL-COMMON>                       0
<SHARES-COMMON-STOCK>                  5,508,998
<SHARES-COMMON-PRIOR>                  5,127,883
<ACCUMULATED-NII-CURRENT>                      0
<OVERDISTRIBUTION-NII>                         0
<ACCUMULATED-NET-GAINS>                        0
<OVERDISTRIBUTION-GAINS>                       0
<ACCUM-APPREC-OR-DEPREC>                       0
<NET-ASSETS>                         209,181,229
<DIVIDEND-INCOME>                      3,464,009
<INTEREST-INCOME>                              0
<OTHER-INCOME>                                 0
<EXPENSES-NET>                         1,699,688
<NET-INVESTMENT-INCOME>                1,764,321
<REALIZED-GAINS-CURRENT>               6,791,572
<APPREC-INCREASE-CURRENT>             19,055,404
<NET-CHANGE-FROM-OPS>                 27,611,297
<EQUALIZATION>                                 0
<DISTRIBUTIONS-OF-INCOME>                      0
<DISTRIBUTIONS-OF-GAINS>                       0
<DISTRIBUTIONS-OTHER>                          0
<NUMBER-OF-SHARES-SOLD>                1,520,438
<NUMBER-OF-SHARES-REDEEMED>            1,139,323
<SHARES-REINVESTED>                            0
<NET-CHANGE-IN-ASSETS>                   381,115
<ACCUMULATED-NII-PRIOR>                        0
<ACCUMULATED-GAINS-PRIOR>                      0
<OVERDISTRIB-NII-PRIOR>                        0
<OVERDIST-NET-GAINS-PRIOR>                     0
<GROSS-ADVISORY-FEES>                          0
<INTEREST-EXPENSE>                             0
<GROSS-EXPENSE>                                0
<AVERAGE-NET-ASSETS>                           0
<PER-SHARE-NAV-BEGIN>                          0
<PER-SHARE-NII>                                0
<PER-SHARE-GAIN-APPREC>                        0
<PER-SHARE-DIVIDEND>                           0
<PER-SHARE-DISTRIBUTIONS>                      0
<RETURNS-OF-CAPITAL>                           0
<PER-SHARE-NAV-END>                            0
<EXPENSE-RATIO>                                0
<AVG-DEBT-OUTSTANDING>                         0
<AVG-DEBT-PER-SHARE>                           0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission