CUNA MUTUAL LIFE VARIABLE ACCOUNT
485BPOS, 2000-04-27
Previous: CUNA MUTUAL LIFE VARIABLE ACCOUNT, 485BPOS, 2000-04-27
Next: VOYAGEUR TAX FREE FUNDS, N-30D, 2000-04-27




     As Filed with the Securities and Exchange Commission on April 27, 2000

                           Registration No. 333-81499
                                    811-03915

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                         POST -EFFECTIVE AMENDMENT NO. 1

                                       TO

                                    FORM S-6

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

                        CUNA Mutual Life Variable Account
                              (Exact name of trust)


                       CUNA Mutual Life Insurance Company
                               (Name of depositor)

                                2000 Heritage Way
                               Waverly, Iowa 50677

          (Complete address of depositor's principal executive offices)

                             Kevin S. Thompson, Esq.
                       CUNA Mutual Life Insurance Company
                             5910 Mineral Point Road
                                Madison, WI 53705

                (Name and complete address of agent for service)

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

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, 2000  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>


PROSPECTUS                                                           May 1, 2000



                 Flexible Premium Variable Life Insurance Policy

                                    issued by

                       CUNA Mutual Life Insurance Company
                                     Through

                        CUNA Mutual Life Variable Account
                                2000 Heritage Way
                            Waverly, Iowa 50677-9202
                                 (800) 798-5500

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

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

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

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

     -   a Fixed Account, which credits a specified rate of interest.

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

The mutual funds available include:

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

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

- - MFS(R) Variable Insurance Trust(SM)
      MFS Global Governments Series
      MFS Emerging Growth Series


- - Templeton Variable Insurance Products Trust
      Templeton Developing Markets Securities Fund - Class 2


- - Oppenheimer Variable Account Funds
      Oppenheimer High Income Fund/VA

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

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

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

                               Table of Contents

Glossary...................................................1
Policy Summary.............................................4
Risk Summary...............................................8
CUNA Mutual Life Insurance Company........................10
     CUNA Mutual Life Insurance Company...................10
     The Fixed Account....................................11
The Separate Account and the Funds........................12
     Ultra Series Fund....................................12
     T. Rowe Price International Series, Inc..............13
     MFS Variable Insurance Trust.........................13
     Oppenheimer Variable Account Funds...................13
     Templeton Variable Insurance Products Trust..........13
     More Information About the Funds.....................14
The Policy................................................15
     Applying for a Policy................................15
     Conditions for Policy Issue..........................15
     Policy Issue Date....................................15
     Temporary Insurance Agreement........................15
     Right-to-Examine Period..............................15
     Flexibility of Premiums..............................16
     Allocation of Net Premiums...........................16
     Lapse................................................17
     Reinstatement........................................17
     Premiums to Prevent Lapse............................17
     Basic Guarantee......................................17
     Extended Guarantee...................................17
     Death Benefit Proceeds...............................18
     Change of Death Benefit Option.......................18
     Change of Specified Amount...........................19
Policy Values.............................................20
     Policy Value.........................................20
     Transfer of Values...................................20
     Dollar Cost Averaging................................21
     Automatic Personal Portfolio Rebalancing Service.....21
     Other Types of Automatic Transfers...................22
     Surrender and Partial Withdrawals....................22
     Maturity.............................................23
     Payment of Benefits/Settlement Options...............23
     Policy Loans.........................................23
Charges and Deductions....................................24
     Fund Charges.........................................24
     Premium Expense Charge...............................25
     Insurance Charges....................................25
     Mortality and Expense Risk Charge....................26
     Surrender Charges....................................26
     Transfer Fee.........................................26
     Federal and State Income Taxes.......................26
     Duplicate Policy Charge..............................26
     Change of Specified Amount Charge....................26
Other Policy Benefits and Provisions......................27
     Owner, Beneficiary...................................27
     Our Right to Contest the Policy......................27
     Right to Convert.....................................27
     Transfer of Ownership................................27
     Collateral Assignments...............................28
     Effect of Misstatement of Age or Gender..............28
     Suicide Exclusion....................................28
     Dividends............................................29
     Suspension of Payments...............................29
     Accelerated Benefit Option...........................29
Riders and Endorsements...................................30
     Children's Insurance.................................30
     Guaranteed Insurability..............................31
     Accidental Death Benefit.............................31
     Other Insured........................................31
     Waiver of Premium Disability.........................31
     Executive Benefits Plan Endorsement..................31
Federal Income Tax Considerations.........................32
CUNA Mutual Life Insurance Company Directors and
     Executive Officers...................................35
Additional Information....................................38
     Addition, Deletion Or Substitution Of Investments....38
     State Regulation.....................................38
     Legal Proceedings....................................38
     Independent Accountants..............................39
     Actuarial Matters....................................39
     Registration Statement...............................39
     Preparing For Year 2000..............................38
     Distribution Of Policies.............................38
Financial Statements......................................39
Appendix A - Illustrations of Policy Values and
     Death Benefits.......................................55
Appendix B - First Year Surrender Charges per $1,000
     of Specified Amount..................................95
Appendix C - Death Benefit Percentage Factor..............97
<PAGE>

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

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

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

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

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

Cash Value
The Policy Value minus any applicable surrender charge.

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

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

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

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

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

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

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

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

Fixed Account Value
Policy Value in the Fixed Account.

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

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

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

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

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

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

Insured
The person whose life is insured by this Policy.

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

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

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

Loan Account Value
Policy Value in the Loan Account.

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

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

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

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

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

Net Premium
Any Premium less the premium expense charge.

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

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

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

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

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

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

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

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

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

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

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

Subaccount Value
The Policy Value in a Subaccount.

Surrender Value
The Cash Value less any Loan Amount.

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

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

Variable Account Value
The sum of all Subaccount Values.


Written Request
A written notice or request in a form  satisfactory  to the Company and received
at the Home Office.  A written request  includes a telephone or fax request made
pursuant to the terms of an executed  telephone or fax  authorization on file at
the Home Office.


You (Your)
The Owner.

<PAGE>
Policy Summary
================================================================================

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

                               Premiums And Lapse

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

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

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

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

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

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

                               Investment Options

Fixed Account:

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

<PAGE>

Separate Account:

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

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

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

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

- -     MFS Variable Insurance Trust
      MFS Global Governments Series
      MFS Emerging Growth Series


- -     Templeton Variable Insurance Products Trust
      Templeton Developing Markets Securities Fund (Class 2 Shares)


- -     Oppenheimer Variable Account Funds
      Oppenheimer High Income Fund/VA

                                  Policy Value

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


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


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

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

                              Death Benefit Options

- -    You must choose between two Death Benefit Options under the Policy. You may
     change Death Benefit Options at any time:

     - Option 1 is a level Death  Benefit  through  attained  age 95 that is the
       greater of:
         - the Specified Amount on the date of death; or
         - the Policy Value on the date of death  multiplied  by the  applicable
           Death Benefit  percentage.

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

         - the Specified Amount plus the Policy Value on the date of death; or
         - the Policy Value on the date of death multiplied by the applicable
           Death Benefit percentage.

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

<PAGE>
                             Charges and Deductions

- -    Premium  Expense  Charge:  We may deduct up to 3.5% of each premium payment
     and credit the remaining net premium to your Policy Value.

- -    Monthly Deduction: Each month we deduct:

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

     -    charges for any riders

     -    a monthly Policy Fee of $6.00

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

     -    Surrender and Partial Withdrawal Charges:

     -    surrender:  We deduct a surrender  charge if the Policy is surrendered
          during the first 9 Policy Years or during the 9 year period  following
          an increase in Specified  Amount.  This charge varies by age,  gender,
          rating class and number of years you held the Policy.

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

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


- -    Fund Expenses: The Funds deduct investment advisory fees and other expenses
     from the amounts the Subaccounts  invest in the Fund. These charges vary by
     Fund and range from 0.46% to 1.79% per year.


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

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

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

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

                             Portfolio Expense Table


The  following  table shows the fees and  expenses  incurred  by the Funds.  The
purpose of the table is to assist you in  understanding  the  various  costs and
expenses that you will bear directly and indirectly.  The table reflects charges
and expenses of the Funds for the fiscal year ended  December  31, 1999.  Future
expenses  of the  Funds  may be  higher  or lower  than  those  shown.  For more
information  on the fees and expenses  described  in this table,  see the Funds'
prospectuses which accompany this prospectus.

<PAGE>

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


<TABLE>
<CAPTION>
                     Portfolio                         Management        12b-1      Other Expenses    Total Annual
                                                          Fees           Fees                           Expenses
<S>                                                       <C>                             <C>             <C>
Ultra Money Market Fund                                   0.45%            None           0.01%           0.46%
Ultra Bond Fund                                           0.55%            None           0.01%           0.56%
Ultra Balanced Fund                                       0.70%            None           0.01%           0.71%
Ultra Growth and Income Stock Fund                        0.60%            None           0.01%           0.61%
Ultra Capital Appreciation Stock Fund                     0.80%            None           0.01%           0.81%
Ultra Mid-Cap Stock Fund                                  1.00%            None           0.01%           1.01%
T. Rowe Price International Stock Portfolio(1)            1.05%            None           0.00%           1.05%
MFS Global Governments Series                             0.75%            None           0.30%(2)(3)     1.05%
MFS Emerging Growth Series                                0.75%            None           0.09%(2)        0.84%
Oppenheimer High Income Fund/VA                           0.74%            None           0.01%           0.75%
Templeton Developing Markets Securities Fund -            1.25%            0.31%          0.25%(5)        1.81%
 Class 2(4)

</TABLE>

(1)  Management fees include operating expenses.

(2)  Each series has an expense  offset  arrangement  which  reduces the series'
     custodian  fee based upon the amount of cash  maintained by the series with
     its custodian  and dividend  disbursing  agent.  Each series may enter into
     other such arrangements and directed  brokerage  arrangements,  which would
     also have the effect of reducing the series' expenses.  "Other Expenses" do
     not take into account these expense  reductions,  and are therefore  higher
     than the actual expenses of the series. Had these fee reductions been taken
     into account,  "Net  Expenses"  would be lower for certain series and would
     equal 0.83% for  Emerging  Growth  Series and 0.90% for Global  Governments
     Series.

(3)  MFS has contractually  agreed,  subject to reimbursement,  to bear expenses
     for these series such that each such series' "Other Expenses" (after taking
     into account the expense offset arrangement described above), do not exceed
     the  following  percentages  of the average  daily net assets of the series
     during the current fiscal year: 0.15% for the Global Government Series.

(4)  On 2/8/00,  shareholders approved a merger and reorganization that combined
     the fund with the  Templeton  Developing  Markets  Equity  Fund,  Effective
     5/1/00.  The  shareholders  of that fund had approved new management  fees,
     which apply to the combined fund effective 5/1/00. The table shows restated
     total  expenses  based  on the new fees  and the  assets  of the fund as of
     12/31/99,  and not the assets of the combined fund.  However,  if the table
     reflected both the new fees and the combined  assets,  the fund's  expenses
     after 5/1/00 would be estimated as: Management Fees 1.25%, Distribution and
     Service Fees 0.25%, Other Expenses 0.29%, and Total Fund Operating Expenses
     1.79%.

(5)  The fund's class 2  distribution  plan or "rule 12b-1 plan" is described in
     the fund's  prospectus.  While the maximum  amount payable under the fund's
     class 2 rule 12b-1 plan is 0.35% per year of the fund's  average  daily net
     assets,  the Board of  Trustees of Franklin  Templeton  Variable  Insurance
     Products Trust has set the current rate at 0.25% per year.


                       Surrenders and Partial Withdrawals

- -    Full Surrender: At any time while the Insured is alive and the Policy is In
     Force,  you may make a Written  Request to  surrender  your  Policy for its
     Surrender Value.
<PAGE>

     -    Federal income taxes and a penalty tax apply to surrenders

- -    Partial Withdrawals:  You may make Written Requests to withdraw part of the
     Surrender Value, subject to the following rules.

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

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

     -    If Death Benefit Option 1 is in effect, Specified Amount is reduced by
          the dollar amount of a Partial Withdrawal.  Surrender charges apply to
          a reduction in Specified Amount  resulting from a Partial  Withdrawal;
          and

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

                                    Transfers

- -    Each Policy Year, you may make:

     -    an unlimited number of transfers from the Subaccounts; and

     -    one transfer from the Fixed Account.

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

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

                                      Loans

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

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

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

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

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

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

Risk Summary
================================================================================

                                 Investment Risk

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

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

                                  Risk of Lapse

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

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


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


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

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

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

                                    Tax Risks

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

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

                            Partial Withdrawal Limits

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

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

                                   Loan Risks


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

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


                          Effects of Surrender Charges

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

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

                    Comparison with Other Insurance Policies

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

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

CUNA Mutual Life Insurance Company
================================================================================

CUNA Mutual Life Insurance Company
CUNA Mutual Life Insurance  Company is a mutual life insurance company organized
under  the laws of Iowa in 1879 and  incorporated  on June  21,  1882.  The Home
Office is located at 2000 Heritage Way, Waverly,  Iowa 50677-9202.  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, we changed our name to "Century Life of America." On
January 1, 1997, we changed our name to "CUNA Mutual Life Insurance Company."
<PAGE>

On July 1, 1990,  we  entered  into a  permanent  affiliation  with CUNA  Mutual
Insurance  Society  ("CUNA  Mutual"),   5910  Mineral  Point  Road,  Madison  WI
53705-4456.  The terms of an  Agreement  of  Permanent  Affiliation  provide for
extensive  financial  sharing  between the Company and CUNA Mutual of individual
life insurance business through reinsurance arrangements,  the joint development
of business plans and  distribution  systems for individual  insurance and other
financial service products within the credit union movement,  and the sharing of
certain resources and facilities.  At the current time, all of our directors are
also  directors of CUNA Mutual and many of our senior  executive  officers  hold
similar positions with CUNA Mutual. The affiliation, however, is not a merger or
consolidation.  Both  companies  remain  separate  corporate  entities and their
respective  owners retain their voting rights.  CUNA Mutual and its subsidiaries
and  affiliates,  including  the Company are  referred to herein as "CUNA Mutual
Group."


As of December 31,  1999,  we had more than $4 billion in assets and $12 billion
of life  insurance  In Force.  Effective  June 1999 and through the date of this
Prospectus,  A.M. Best rated us A (Excellent).  Effective March 1999 and through
the date of this  Prospectus,  Duff & Phelps  rated  us AA.  These  are the most
recent ratings  available as of the date of this Prospectus.  Periodically,  the
rating agencies review our ratings. To obtain our current ratings, contact us at
the address and telephone number shown on the first page of this Prospectus.


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

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


The  Company  and CUNA Mutual  Insurance  Society  are members of the  Insurance
Marketplace  Standards  Association  (IMSA).  IMSA  is an  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 of individual life insurance
and annuity products.


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

The Fixed Account

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

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

The Separate Account and the Funds
================================================================================

We established the Separate  Account on August 16, 1983.  Although the assets in
the Separate Account are our property,  the assets  attributable to the Policies
are not chargeable with  liabilities  arising out of any other business which we
may  conduct.  The assets of the  Separate  Account are  available  to cover our
general liabilities only to the extent that the Separate Account's assets exceed
its liabilities  arising under the Policies and any other policies  supported by
the Separate  Account.  We have the right to transfer to the General Account any
assets  of the  Separate  Account  which are in  excess  of  reserves  and other
contract  liabilities.  Periodically,  the Separate Account makes payments to us
for Mortality and Expense Charges.

The Separate Account is divided into Subaccounts.  The income, gains and losses,
realized  or  unrealized,  from the  assets  allocated  to each  Subaccount  are
credited to or charged against that Subaccount  without regard to income,  gains
or losses from any other Subaccount.

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

We do not guarantee the investment performance of the Separate Account or of any
Subaccount.  Policy Value will vary daily with the value of the assets under the
Separate Account. The Death Benefit Proceeds may also vary with the value of the
assets in the  Subaccounts  selected by the Owner.  To the extent that the Death
Benefit  Proceeds payable upon the death of the Insured exceed the Policy Value,
such amounts are our general obligations and payable out of our general account.

Ultra Series Fund


The Ultra Series Fund is a fund with two classes of shares  within each of seven
investment  portfolios.  Class C shares are  offered to  unaffiliated  insurance
company separate accounts and unaffiliated  qualified  retirement plans. Class Z
shares  are  offered to CUNA  Mutual  Group  affiliates  separate  accounts  and
qualified retirement plans. CIMCO Inc. serves as investment adviser to the Ultra
Series  Fund  and  manages  assets  in  accordance  with  general  policies  and
guidelines  established  by the  board of  trustees  of the Ultra  Series  Fund.
Currently,  the Ultra Series Fund offers six Funds as  investment  options under
the Policy.


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.

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.

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.

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.
<PAGE>

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

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

T. Rowe Price International Series, Inc.

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

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

MFS Variable Insurance Trust

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

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

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

Oppenheimer Variable Account Funds

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

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


Templeton Variable Insurance Products Trust

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

Templeton  Developing Markets Securities Fund. This Fund seeks long-term capital
appreciation by investing primarily in emerging markets equity securities.

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

<PAGE>

More Information About the Funds

Availability of the Funds. The Separate Account purchases shares of the Funds in
accordance  with  separate  participation  agreements.  The  agreements  contain
varying termination  provisions.  If a participation  agreement terminates,  the
Separate  Account may not be able to purchase  additional  shares of the Fund(s)
covered by that agreement.  Likewise, in certain  circumstances,  it is possible
that shares of a Fund may not be available  to the Separate  Account even if the
participation agreement relating to that Fund has not been terminated. In either
event,  owners will no longer be able to allocate  purchase payments or transfer
Policy Value to the Subaccount investing in that Fund.


The Company has entered into agreements with the investment managers or advisers
of several of the Funds under which the  investment  manager or adviser pays the
Company a servicing fee based upon an annual percentage of the average daily net
assets  invested by the  Variable  Account (and other  separate  accounts of the
Company)  in the Funds  managed by that  manager or  adviser.  These fees are in
consideration for administration  services provided to the Funds by the Company.
Payments of fees under these  agreements by managers or advisers do not increase
the fees or expenses paid by the Funds or their shareholders.


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

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

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

The Policy
================================================================================

Applying for a Policy

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

Conditions for Policy Issue

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

Policy Issue Date

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

Temporary Insurance Agreement

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

Right-to-Examine Period

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

     -    45 days after the date of the application.

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

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

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

If there is an increase in  Specified  Amount and the increase is not the result
of a change in death  benefit  option,  you will be  granted a  right-to-examine
period,  with respect to the  increase.  You may request a  cancellation  of the
increase during the right-to-examine  period. You will then receive a refund (if
actual  payment was  received) or a credit.  A credit will be made to the Policy
Value  allocated  among  the  Subaccounts  and Fixed  Account  as if it were Net
Premium,  equal  to  all  Insurance  Charges  attributable  to the  increase  in
Specified Amount, including rider costs arising from the increase. The refund or
credit  will be made  within  seven  days  after  we  receive  the  request  for
cancellation on the appropriate  form containing all necessary  signatures.  Net
Premiums  paid upon  application  of an  increase  in  Specified  Amount will be
allocated to the  Subaccounts  and/or the Fixed Account and will not be refunded
following  cancellation  of the  increase.  Owners who  request an  increase  in
Specified Amount should take this into consideration in deciding whether to make
any premium payments during the right-to-examine period for the increase.

Flexibility of Premiums

The Policy provides for a planned annual premium  determined by you. You are not
required,  however,  to pay premiums in  accordance  with the planned  schedule.
Premiums are generally  flexible both as to timing and amount.  Premiums must be
large enough to keep the Policy In Force. You may pay premiums after the Initial
Required Premium at any time while the Policy is In Force.

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

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

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

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

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

Allocation of Net Premiums

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

Initial Required Premiums are allocated as follows:

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

Lapse

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

Reinstatement

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

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

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

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

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

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

Premiums to Prevent Lapse

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


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

     b.   Extended  Guarantee:  The Extended Guarantee is in effect if the total
          of your premiums on each Monthly  Processing Day following your Policy
          Issue Date, less the total of any Partial Withdrawals  (including cash
          dividends)  and loans taken to date, is at least equal to the Extended
          Guarantee  Premium   requirement.   The  Extended   Guarantee  Premium
          requirement  is equal to the total  amount of all  Extended  Guarantee
          Premiums  accumulated as of that Monthly Processing Day. This Extended
          Guarantee  will  remain  in  effect  as long as you meet  the  premium
          requirements,  and will continue until the Insured's  Attained Age 95.
          The Extended Guarantee Premium as of the Policy Issue Date is shown on
          the data  page of the  Policy.  If you make a  change  to your  Policy
          benefits or change how you fund your  Policy,  this amount will change
          and will affect the premium required for the Extended  Guarantee.  The
          Extended Guarantee may not be available in all states. It is currently
          not available in Massachusetts.

<PAGE>

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

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

Death Benefit Proceeds

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

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

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

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

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

     -    The Death Benefit on the date of death; plus

     -    Any premiums received after date of death; minus

     -    Any Partial Withdrawals taken after the date of death; minus

     -    Any  insurance  charges due if the insured dies during a Grace Period;
          minus

     -    Any Loan Amount.

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

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

     -    The Specified Amount.

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

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

     -    The Specified Amount plus the Policy Value on the date of death.

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

The Death  Benefit  Percentage  Factor is the ratio of Death  Benefit  to Policy
Value  required by the Internal  Revenue  Code for  treatment of the Policy as a
life insurance  Policy.  The Death Benefit  Percentage Factor varies by Attained
Age as shown in Appendix C. The Death Benefit  Percentage  Factor decreases from
year to year as the Age of the Insured increases.
<PAGE>

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

Change of Death Benefit Option

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

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

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

Your insurance goals should determine the appropriate  death benefit option.  If
you  prefer  to  have  favorable  investment  results  and  additional  premiums
reflected in the form of an increased  death  benefit,  you should  choose death
benefit option 2. If you are satisfied with the amount of insurance coverage and
wish to have favorable  investment results and additional  premiums reflected to
the maximum  extent in increasing  Cash Values,  you should choose death benefit
option 1.

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

Change of Specified Amount

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

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

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

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

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

We reserve the right to require the payment of additional  premiums in an amount
equal to the Initial  Required  Premium which would be charged based on Attained
Age and rating class for a newly-issued  Policy with a Specified Amount equal to
the amount of increase, as a condition of allowing an increase.

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

Policy Values
================================================================================

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

     -    Investment gains occur in any Subaccount.

     -    Interest  is  credited  to the  Policy for  amounts  held in the Fixed
          Account.

     -    Interest is credited  to the Policy for any Loan  Amounts  held in the
          Loan Account.

     -    Additional premiums are paid.

     -    Policy dividends are paid into the Subaccounts or Fixed Account.

Policy Value decreases whenever:

     -    Investment losses occur in any Subaccount.

     -    Monthly Deduction or service fees are paid.

     -    A Partial Withdrawal occurs.

Policy Value remains constant when:

     -    A Policy loan is either disbursed or repaid.

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

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

Transfer of Values

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

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

     -    Record calls requesting transfers.

     -    Ask the caller  questions  in an attempt to  determine  if you are the
          caller.

     -    Transfer funds only to other Subaccounts and to the Fixed Account.

     -    Send a written confirmation of each transfer.


We also permit transfer requests by facsimile  provided that we have an original
signed fax authorization from you. We reserve the right to discontinue  allowing
telephone  and fax  transfers  at any time and for any  reason.  In the event we
discontinue  this privilege,  we will send written notice to all owners who have
currently valid telephone and fax  authorizations  on file. Such  discontinuance
will become effective on the fifth Valuation Day following mailing of the notice
by us.


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

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

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

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

Dollar Cost Averaging

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


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

Once elected, dollar-cost averaging remains in effect until the earliest of: (1)
the Policy Value in the Money  Market  Subaccount  is depleted to zero;  (2) you
cancel the election by Written request;  or (3) for three successive months, the
Policy Value in the Money Market  Subaccount has been  insufficient to implement
the dollar-cost averaging  instructions you have given to us. We will notify you
when dollar-cost averaging is no longer in effect. There is no additional charge
for using dollar-cost  averaging.  Dollar-cost  averaging transfers do not count
against  the twelve free  transfers  in a Policy  Year.  We reserve the right to
discontinue offering dollar-cost averaging at any time and for any reason.


Automatic Personal Portfolio Rebalancing Service


If elected at the time of the  application  or  requested at any time by Written
Request, you may instruct us to automatically transfer (on a monthly, quarterly,
semi-annual   or  annual  basis)  Policy  Value  between  and  among   specified
Subaccounts  in order to achieve a particular  percentage  allocation  of Policy
Value  among  the  Subaccounts.  The  percentage  allocations  must be in  whole
percentages  and must be at  least 5% per  allocation.  You may  start  and
<PAGE>

stop  automatic  Policy  Value  rebalancing  at any  time  and may  specify  any
percentage  allocation of Policy Value between or among as many  Subaccounts  as
are available at the time the  rebalancing is elected.  (If you elect  automatic
Policy Value rebalancing without specifying  percentage  allocation(s),  we will
allocate  Policy  Value in  accordance  with your  currently  effective  premium
payment  allocation  schedule.)  There is no additional  charge for using Policy
Value rebalancing.


Other Types of Automatic Transfers

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


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


Surrender and Partial Withdrawals

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

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

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

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

If death benefit Option 1 is in effect at the time of a Partial Withdrawal,  the
Specified  Amount  will be  reduced  by the  amount of the  Partial  Withdrawal,
including the amount of the service fee. If death benefit  Option 2 is in effect
at the time of a  Partial  Withdrawal,  Specified  Amount  will not  change.  We
reserve  the right to  decline a Partial  Withdrawal  request  if the  remaining
Specified Amount would be below the minimum  Specified Amount necessary to issue
a new Policy. If the Death Benefit derived from application of the Death Benefit
Percentage  Factor  applies,  the effect of a Partial  Withdrawal on the monthly
Cost of Insurance and Death Benefit is somewhat different.  The Death Benefit is
then  decreased  by more than the amount  surrendered,  and the monthly  Cost of
Insurance is less than it would have been without the surrender.


Cash  dividend  payments are included as Partial  Withdrawals  when  determining
whether the Basic and Extended Premium Guarantees are in effect.


Payment  is  generally  made  within  seven  days of the  surrender  or  Partial
Withdrawal date.
<PAGE>

Maturity

The Policy  matures on the  Policy  Anniversary  following  the  Insured's  95th
birthday.  Coverage  under the Policy ceases on that date,  and you will receive
maturity  proceeds  equal to the  Surrender  Value as of that  date,  unless the
maturity date has been extended,  as allowed by state law. The tax  consequences
associated  with  continuing the Policy beyond the Insured's  100th birthday are
uncertain and a tax advisor should be consulted.


Payment of Benefits/Settlement Options

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

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

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

         3) Life Income - Guaranteed  Period  Certain.  The proceeds may be left
         with us to provide  monthly  installments  for as long as the  original
         payee  lives.  A  guaranteed  period of 10 or 20 years may be selected.
         Payments  will cease when the original  payee dies or at the end of the
         guaranteed  period,  whichever  is later.  If the  original  payee dies
         during the guaranteed period, the remaining guaranteed payments will be
         paid to the  successor  payee or the  successor  payee may  receive the
         present value of the remaining  payments  computed at the interest rate
         for this option.

         4) Joint and Survivor Life. The proceeds may be left with us to provide
         monthly  installments  for two  payees  for a  guaranteed  period of 10
         years. After the 10-year period is over, payments will continue as long
         as either of the original payees is living.

The minimum  amount that can be applied under  settlement  options 2, 3 and 4 is
$2,500 or that amount which will provide an initial  monthly  installment  of at
least $25.

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

Policy Loans


General.  At any time  prior to the  Maturity  Date  while the  Insured is still
living and the Policy is In Force,  you may, by Written  Request,  borrow  money
from us using the Policy as the security for the loan.  The maximum  amount that
you may  borrow  is 90% of the Cash  Value of the  Policy  as of the date of the
loan.


Interest.  We charge  interest on amounts  that you borrow.  The  interest  rate
charged is 6% and is an effective annual rate compounded  annually on the Policy
Anniversary. Interest is charged in arrears from the date of the loan and is
<PAGE>

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

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

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

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

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

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

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

Charges and Deductions
================================================================================

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

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

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

     -    The Cost of Insurance for that month; plus

     -    The Policy Fee; plus

     -    The Administrative Fee; plus

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

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

Cost of Insurance.  The Cost of Insurance rate for the Policy will be determined
by the Insured's Attained Age, gender, tobacco status, and rating class. Cost of
Insurance rate charges will depend on our  expectations  as to future  mortality
experience.  Tobacco  User  rates  are  determined  based  on Age,  gender,  and
duration.  Higher  rates are  charged if we  determine  that for some reason the
Insured is a higher  mortality risk. The Tobacco User and Non-Tobacco User rates
are further  classified as either  preferred or standard  based on  underwriting
guidelines  and  principles.  The monthly Cost of Insurance rate will not exceed
the rates shown in Table I - Guaranteed Maximum Insurance Rates contained in the
Policy.  However, we may charge less than these rates. While not guaranteeing to
do so, we intend to charge  less than the  guaranteed  maximum  insurance  rates
after the 10th Policy year. The guaranteed  maximum insurance rates are based on
the 1980 CSO Mortality Tables.

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

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

Administrative  Charge. We assess an administrative  charge of $.45 per thousand
dollars of Specified Amount per year on a monthly basis to reimburse us for some
of the administrative  expenses associated with the Policy. The charge increases
if the Specified Amount increases,  in proportion to the amount of increase. The
charge  does not  decrease  in the event of a Specified  Amount  decrease.  This
charge is only charged  during the first 10 Policy years of the Policy or, on an
increase  in  Specified  Amount,  during  the  first 10 Policy  years  after the
increase.

The  Administrative  Charge,  together  with the  Policy  Fee,  is  designed  to
equitably distribute the administrative costs among all Policies.
<PAGE>

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

Mortality and Expense Risk Charge.  We daily deduct a mortality and expense risk
charge of .00002466% of the Policy's  Variable Account Value,  which is equal on
an annual basis to 0.9%.  The mortality risk assumed is that the Insured may not
live as long as  expected.  The  expense  risk  assumed by us is that the actual
expense will be greater than what we  expected.  We have primary  responsibility
for all  administration  for the  Policy,  the  Separate  Account  and the Fixed
Account.  Such  administration  includes,  among other things,  Policy issuance,
underwriting, maintenance of Policy records, Policy service, and all accounting,
reserves calculations,  regulatory and reporting requirements,  and audit of the
Separate Account. If proceeds from this charge are not needed to cover mortality
and expense risks,  we may use proceeds to finance  distribution of the Policies
or for any other lawful purpose.

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

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

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

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

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

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

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

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

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

Other Policy Benefits and Provisions
================================================================================

Owner, Beneficiary

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

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

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

Our Right to Contest the Policy

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

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

Right to Convert


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


Transfer of Ownership

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


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


Collateral Assignments

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

We are not responsible for the validity or effect of any collateral  assignment.
We will not be responsible  for any payment or other action we have taken before
receiving the written collateral assignment.

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

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

Effect of Misstatement of Age or Gender

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


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


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

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


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


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

Suicide Exclusion

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

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

Dividends

While  the  Policy is In  Force,  it will  share in our  divisible  surplus.  We
determine  the Policy's  share  annually.  It is payable  annually on the Policy
Anniversary.  You may select to have dividends paid into the Subaccounts and the
Fixed Account as Net Premiums or to have dividends paid in cash. If no option is
selected,  the dividends will be paid into  Subaccounts  and/or Fixed Account as
Net Premiums.  We currently do not expect to pay  dividends  during the first 10
Policy Years.  For each of Policy years 11-20, we project annual dividends equal
to 0.70% of the Policy Value at the end of the Policy year. For each Policy year
21 and after we project annual  dividends  equal to 1.10% of the Policy Value at
the end of the  Policy  year.  These  dividends  are not  guaranteed.  They  are
reflected in Illustrations 1, 3, 5 and 7 of Appendix A.

Suspension of Payments

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

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

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

     3.   During  any  emergency  as  determined  by  the  SEC  which  makes  it
          impractical  for the Separate  Account to dispose of its securities or
          value its assets.

     4.   During any other period  permitted or required by order of the SEC for
          the protection of investors.

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

Accelerated Benefit Option

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

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

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

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

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

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

     -    Exercise of the right-to-examine privilege.

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

     -    Full surrender of the Policy.

     -    Payment of Death Benefit Proceeds.

We will also  mail to you,  at your  last  known  address  of  record,  a report
containing  such  information  as  may be  required  by  any  applicable  law or
regulation,  and a  statement  for the  Policy  year  showing  all  transactions
previously  confirmed  and any credit to the  Separate  Account of  interest  on
amounts held in the Loan Account.

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

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

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

Riders and Endorsements
================================================================================

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

Children's Insurance. The rider provides level term insurance to Children of the
Insured up to the earlier of Age 23 of the child or Age 65 for the Insured.  The
death  benefit will be payable to the  Beneficiary  stated in the rider upon the
death of any Insured  child.  If the Insured  parent dies before  termination of
this rider, the coverage on each child becomes paid-up term insurance to Age 23.
This rider may be converted to a new Policy without  evidence of insurability on
each Insured  child's 23rd birthday or at Age 65 of the person insured under the
Policy to which the rider is attached, if sooner.
<PAGE>

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

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

Other Insured.  This rider provides additional level term insurance.  The "other
Insured" could be the Insured  (except in states where it is not allowed by law)
or could be another person within the immediate family of the Insured. The death
benefit expires on the "other  Insured's"  95th birthday or upon  termination of
the Policy,  whichever  comes first.  Evidence of  insurability  is required for
issuance of the rider or to increase the amount of the death benefit.  The rider
may be  issued  until  the  Policy  Anniversary  following  the  Insured's  65th
birthday.

Waiver of Premium  Disability.  This rider provides  that,  during the Insured's
total disability,  we will waive Monthly Deduction for  administrative  and life
insurance costs or Basic Guarantee Premium, if greater.  The rider may be issued
until the Policy  Anniversary  following the Insured's 55th birthday.  It may be
renewed until the Policy Anniversary following the Insured's 65th birthday.

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

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

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

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

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

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

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


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

<PAGE>

Federal Income Tax Considerations
================================================================================

Introduction

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

Tax Status of the Policy

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

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

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

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

Tax Treatment of Policy Benefits

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

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

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

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

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

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

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

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


If a Policy  becomes a modified  endowment  contract,  distributions  that occur
during the policy year will be taxed as distributions  from a modified endowment
contract In  addition,  distributions  from a Policy  within two years before it
becomes a modified endowment  contract will be taxed in this manner.  This means
that a distribution made from a Policy that is not a modified endowment contract
could later become taxable as a distribution from a modified endowment contract.


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


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


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

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


Policy  Loans.  In general,  interest  on a Policy loan will not be  deductible.
Before taking out a Policy loan,  you should consult a tax advisor as to the tax
consequences. If a loan from a Policy is outstanding when the Policy is canceled
or lapses, then the amount of the outstanding  indebtedness will be added to the
amount treated as a distribution from the Policy and will be taxed accordingly.

Policy Changes, Transfers and Exchanges.  Changes to a Policy's death benefit
option or face amount,  the conversion or exchange of a policy,  and transfer or
assignment  of  ownership  of a Policy may have  adverse tax  consequences.  You
should consult a tax adviser if you are considering any such transaction.

<PAGE>

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

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

Special Rules for Pension and Profit-Sharing Plans

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

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

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

Business Uses of the Policy

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

Possible Tax Law Changes

Although the likelihood of legislative changes is uncertain, there is always the
possibility  that the tax treatment of the Policy could change by legislation or
otherwise.  Consult a tax advisor with respect to legislative  developments  and
their effect on the Policy.

The Company's Taxes

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

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

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                      2000-present            Retired
                                     1991-2000               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

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
<PAGE>

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

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


Larry H. Blanchard                   1996-Present            CUNA Mutual Life Insurance Company
                                                             Senior Vice President - Communications and Public Relations

Gerald T. Conklin                    1999-Present            CUNA Mutual Life Insurance Company
                                                             Senior Vice President - International Enterprise


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

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


Jeffrey D. Holley                     1999-Present            CUNA Mutual Insurance Society
                                                              Chief Financial Officer

Steven Haroldson                      1999-Present            CUNA Mutual Insurance Company
                                                              Chief Technology Officer


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
<PAGE>

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/Lending Serives

Faye A. Patzner                      1999-Present            CUNA Mutual Life Insurance Company
                                                             Senior Vice President and General Counsel

Keith A. Williams                    1999-Present            CUNA Mutual Life Insurance Company
                                                             Senior Vice President - Human Resources

</TABLE>

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

<PAGE>

Additional Information
================================================================================

Addition, Deletion Or Substitution Of Investments

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

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

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

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

State Regulation

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

Legal Proceedings

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


Independent Accountants

The  financial  statements  for  1999  included  herein  and  elsewhere  in  the
Registration  Statement  have been  included  in  reliance  upon the  reports of
PricewaterhouseCoopers LLP, Milwaukee,  Wisconsin,  independent accountants, and
upon the  authority  of said firm as experts in  accounting  and  auditing.  The
financial  statements  for fiscal  years ended  December 31, 1998 and prior have
been audited by KPMG LLP.


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.

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 39-1437257.  CUNA Brokerage  Services,  Inc. is  wholly-owned  by CUNA
Mutual Investment Corporation which in turn is wholly-owned by CUNA Mutual. CUNA
Brokerage  Services,   Inc.,  5910  Mineral  Point  Road,  Madison,   Wisconsin,
53705-4456,  the  principal  underwriter  for  the  Policy  is  a  broker/dealer
registered  under  the  Securities  Exchange  Act of 1934  and a  member  of the
National Association of Securities Dealers.  CUNA Mutual Life Insurance Company,
the issuer of the Policy,  entered into a permanent affiliation with CUNA Mutual
on July 1, 1990.  The Policies will be sold through  registered  representatives
who will be paid first-year and renewal commissions for their services.


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

Financial Statements
================================================================================

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

<PAGE>

                        CUNA MUTUAL LIFE VARIABLE ACCOUNT

                              Financial Statements


                                December 31, 1999

                       (with Independent Auditor's Report)


<PAGE>

<TABLE>
<CAPTION>
                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                      Statements of Assets and Liabilities
                              December 31, 1999

                                          Money          Treasury                                        Growth and     Appreciation
                                         Market            2000            Bond           Balanced      Income Stock        Stock
Assets:                                Subaccount       Subaccount      Subaccount       Subaccount      Subaccount      Subaccount
                                       ----------       ----------      ----------       ----------      ----------      ----------
Investments in Ultra Series Fund:
   (note 2)
<S>                                     <C>             <C>             <C>            <C>             <C>              <C>
Money Market Fund,
   4,415,709 shares at net asset value of
   $1.00 per share (cost $4,415,709)   $4,415,709       $     --        $      --      $        --     $         --     $        --

Treasury 2000 Fund,
   185,786 shares at net asset value
   of $10.23 per share (cost $1,730,401)       --       1,901,140               --              --               --              --

Bond Fund,
   386,266 shares at net asset value
   of $10.05 per share (cost $4,031,809)       --              --        3,880,772              --               --              --

Balanced Fund,
   3,856,328 shares at net asset value
   of $20.44 per share (cost $57,606,958)      --              --               --      78,807,130               --              --

Growth and Income Stock Fund,
   3,049,577 shares at net asset value
   of $33.58 per share (cost $64,521,628)      --              --               --              --      102,397,680

Capital Appreciation Stock Fund,
   1,650,768 shares at net asset value of
   $25.59 per share (cost $26,563,974)         --              --               --              --               --      42,243,240
                                      -----------     -----------      -----------      ----------      -----------      ----------
     Total assets                       4,415,709       1,901,140        3,880,772      78,807,130      102,397,680      42,243,240
                                      -----------     -----------      -----------      ----------      -----------      ----------

Liabilities:
Accrued adverse mortality and
   expense charges                          3,512             795            2,983          59,572           76,580          31,271
                                      -----------     -----------      -----------      ----------      -----------      ----------
     Total liabilities                      3,512             795            2,983          59,572           76,580          31,271
                                      -----------     -----------      -----------      ----------      -----------      ----------
     Net assets                        $4,412,197      $1,900,345       $3,877,789     $78,747,558     $102,321,100     $42,211,969
                                      ===========     ===========      ===========      ==========      ===========      ==========

Policyowners Equity:
    Net Assets: Type 1                $4,412,197      $1,900,345       $3,876,719     $78,664,114     $102,280,992     $42,196,596
    Outstanding units: Type 1 (note 5)   220,755         204,654          139,585       1,593,968        1,246,783       1,333,827
    Net asset value per unit: Type 1      $19.99           $9.29           $27.77          $49.35           $82.04          $31.64
                                      ===========     ===========      ===========      ==========      ===========      ==========

    Net Assets: Type 2                         --              --          $1,070         $83,444          $40,108         $15,373
    Outstanding units: Type 2 (note 5)         --              --             107           8,270            3,979           1,481
    Net asset value per unit: Type 2           --              --          $10.00          $10.09           $10.08          $10.38
                                      ===========     ===========      ===========      ==========      ===========      ==========

</TABLE>

See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>
                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                 Statements of Assets and Liabilities, continued
                                December 31, 1999

                                         Mid-Cap       International      Global          Emerging          High          Developing
                                          Stock            Stock        Governments        Growth          Income           Markets
Assets:                                Subaccount       Subaccount      Subaccount       Subaccount      Subaccount       Subaccount
                                       ----------       ----------      ----------       ----------      ----------       ----------
Investments in Ultra Series Fund:
   (note 2)
<S>                                         <C>        <C>               <C>           <C>                <C>             <C>
Mid-Cap Stock Fund,
   409 shares at net asset value of
   $11.15 per share (cost $4,449)          $4,562      $       --        $      --     $        --        $      --       $      --

Investments in T. Rowe Price
International Fund, Inc.:
   International Stock Portfolio,
   439,418 shares at net asset value of
   $19.04 per share (cost $5,697,317)          --       8,366,511               --              --               --              --

Investments in MFS(R) Variable Insurance Trust(SM):

   Global Governments Series,
   61,767 shares at net asset value of
   $10.03 per share (cost $633,127)            --              --          619,522              --               --              --

Investments in MFS(R) Variable Insurance Trust(SM):

   Emerging Growth Series,
   402,628 shares at net asset value of
   $37.94 per share (cost $7,237,010)          --              --               --      15,275,690               --              --

Investments in Oppenheimer
Variable Account Funds:

   High Income Series,
   100 shares at net asset value of
   $10.72 per share (cost $1,073)              --              --               --              --            1,076              --

Investments in Templeton
Variable Products Series Fund:
   Developing Markets Series,
   160 shares at net asset value of
   $7.74 per share (cost $1,183)               --              --               --              --               --           1,238
                                       ----------      ----------       ----------      ----------        ---------       ---------
     Total assets                           4,562       8,366,511          619,522      15,275,690            1,076           1,238
                                       ----------      ----------       ----------      ----------        ---------       ---------

Liabilities:
Accrued adverse mortality and
   expense charges                              1           6,007              482          10,132               --              --
                                       ----------      ----------       ----------      ----------        ---------       ---------
     Total liabilities                          1           6,007              482          10,132               --              --
                                       ----------      ----------       ----------      ----------        ---------       ---------
     Net assets                            $4,561      $8,360,504         $619,040     $15,265,558           $1,076          $1,238
                                       ==========      ==========       ==========      ==========        =========       =========

Policyowners Equity:
    Net Assets: Type 1                         --     $8,354,873         $617,980     $15,259,897                --              --
    Outstanding units: Type 1 (note 5)         --        446,501           51,976         536,259                --              --
    Net asset value per unit: Type 1           --         $18.71           $11.89          $28.46                --              --
                                       ==========      ==========       ==========      ==========        =========       =========

    Net Assets: Type 2                    $4,561          $5,631            $1,060         $5,661           $1,076          $1,238
    Outstanding units: Type 2 (note 5)       439             497              106             454              107             118
    Net asset value per unit: Type 2      $10.39          $11.33           $10.00          $12.47           $10.03          $10.53
                                       ==========      ==========       ==========      ==========        =========       =========
</TABLE>

See accompanying notes to financial statements.

<PAGE>



<TABLE>
<CAPTION>
                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                            Statements of Operations
                  Years ended December 31, 1999, 1998 and 1997

                                                MONEY MARKET SUBACCOUNT                            TREASURY 2000 SUBACCOUNT
Investment income (loss):               1999              1998             1997              1999            1998             1997
                                        ----              ----             ----              ----            ----             ----
<S>                                <C>               <C>               <C>              <C>              <C>             <C>
  Dividend income                    $156,541          $123,985           $85,594         $105,875         $106,291        $106,851
  Adverse mortality and expense charges
   (note 3)                           (29,935)          (22,312)          (15,448)         (16,680)         (15,826)        (14,583)
                                    ---------         ---------         ---------       ----------       ----------       ---------
Net investment income (loss)          126,606           101,673            70,146           89,195           90,465          92,268
                                    ---------         ---------         ---------       ----------       ----------       ---------
Realized and unrealized gain (loss)
  on investments:
  Realized gain (loss) on security
  transactions:
  Capital gain distributions               --                --                --               --               --              --
  Proceeds from sale of securities (4,009,628         2,979,908         4,634,860               --               --              --
  Cost of securities sold          (4,009,628)       (2,979,908)       (4,634,860)              --               --              --
                                    ---------         ---------         ---------       ----------       ----------       ---------
Net realized gain (loss) on security
  transactions                             --                --                --               --               --              --
  Net change in unrealized appreciation
   or depreciation on investments          --                --                --          (49,994)          21,682           1,846
                                    ---------         ---------         ---------       ----------       ----------       ---------
Net gain (loss) on investments             --                --                --          (49,994)          21,682           1,846
                                    ---------         ---------         ---------       ----------       ----------       ---------
Net increase (decrease) in net assets
  resulting from operations          $126,606          $101,673           $70,146          $39,201         $112,147         $94,114
                                    =========         =========         =========       ==========       ==========       =========


                                                    BOND SUBACCOUNT                                   BALANCED SUBACCOUNT
Investment income (loss):               1999              1998             1997              1999            1998             1997
                                        ----              ----             ----              ----            ----             ----
  Dividend income                    $223,032          $196,337          $136,739       $1,995,000       $1,934,712      $2,062,026
  Adverse mortality and expense charges
   (note 3)                           (34,792)          (30,006)          (23,285)        (675,563)        (577,128)       (509,762)
                                    ---------         ---------         ---------        ---------        ---------       ---------
Net investment income (loss)          188,240           166,331           113,454        1,319,437        1,357,584       1,552,264
                                    ---------         ---------         ---------        ---------        ---------       ---------
Realized and unrealized gain (loss)
  on investments:
  Realized gain (loss) on security
   transactions:
   Capital gain distributions              57             2,477               379        1,743,848            3,744         758,320
   Proceeds from sale of securities   585,790           441,318           402,615        6,404,678        4,012,722       4,525,247
   Cost of securities sold           (583,986)         (426,398)         (394,979)      (4,654,847)      (3,159,159)     (3,785,014)
                                    ---------         ---------         ---------        ---------        ---------       ---------
Net realized gain (loss) on security
  transactions                          1,861            17,397             8,015        3,493,679          857,307       1,498,553
  Net change in unrealized appreciation
   or depreciation on investments    (197,060)          (14,556)           41,691        4,544,788        5,340,950       5,202,066
                                    ---------         ---------         ---------        ---------        ---------       ---------
Net gain (loss) on investments       (195,199)            2,841            49,706        8,038,467        6,198,257       6,700,619
                                    ---------         ---------         ---------        ---------        ---------       ---------
Net increase (decrease) in net assets
  resulting from operations           ($6,959)         $169,172          $163,160       $9,357,904       $7,555,841      $8,252,883
                                    =========         =========         =========        =========        =========       =========
</TABLE>

See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>

                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                       Statements of Operations, continued
                  Years ended December 31, 1999, 1998 and 1997

                                          GROWTH AND INCOME STOCK SUBACCOUNT                 CAPITAL APPRECIATION STOCK SUBACCOUNT
Investment income (loss):              1999              1998             1997              1999             1998              1997
                                       ----              ----             ----              ----             ----             ----
<S>                               <C>               <C>               <C>              <C>               <C>             <C>
Dividend income                     $916,870          $869,525          $778,858          $33,412           $88,433        $119,794
 Adverse mortality and expense charges
(note 3)                            (870,409)         (691,564)         (527,025)        (328,898)         (259,874)       (182,627)
                                    --------         ---------         ---------        ---------          --------        --------
Net investment income (loss)          46,461           177,961           251,833         (295,486)         (171,441)        (62,833)
                                    --------         ---------         ---------        ---------          --------        --------
Realized and  unrealized  gain (loss) on  investments:  Realized  gain (loss) on
security transactions:

Capital gain distributions         6,072,033         3,106,051         1,145,587        3,266,215           769,968         317,275
Proceeds from sale of securities   4,764,654         3,497,748         3,033,581        2,779,984         1,770,807       1,795,596
Cost of securities sold           (2,809,713)       (2,160,207)       (2,103,099)      (1,731,081)       (1,192,638)     (1,354,057)
                                   ---------         ---------         ---------        ---------         ---------       ---------
Net realized gain (loss) on security
transactions                       8,026,974         4,443,592         2,076,069        4,315,118         1,348,137         758,814
Net change in unrealized appreciation
or depreciation on investments     6,432,344         7,377,335        12,852,455        4,111,612         4,151,868       4,563,309
                                  ----------        ----------        ----------        ---------         ---------       ---------
Net gain (loss) on investments    14,459,318        11,820,927        14,928,524        8,426,730         5,500,005       5,322,123
                                  ----------        ----------        ----------        ---------         ---------       ---------
Net increase (decrease) in net assets
resulting from operations        $14,505,779       $11,998,888       $15,180,357       $8,131,244        $5,328,564      $5,259,290
                                  ==========        ==========        ==========        =========         =========       =========


                                               MID-CAP STOCK SUBACCOUNT                         INTERNATIONAL STOCK SUBACCOUNT
Investment income (loss):              1999*                                                1999             1998             1997
                                       -----                                                ----             ----             ----
  Dividend income                         $1                                              $30,258           $90,596         $99,113
  Adverse mortality and expense
charges (note 3)                          (1)                                             (58,716)          (47,908)        (32,130)
                                     -------                                            ---------          --------         -------
Net investment income (loss)              --                                              (28,458)           42,688          66,983
                                     -------                                            ---------          --------         -------
Realized and  unrealized  gain (loss) on  investments:  Realized  gain (loss) on
security transactions:

Capital gain distributions                78                                               95,097                --              --
Proceeds from sale of securities          14                                              648,203           491,409         235,721
Cost of securities sold                  (14)                                            (619,493)         (442,671)       (211,895)
                                     -------                                            ---------          --------         -------
Net realized gain (loss) on security
transactions                              78                                              123,807            48,738          23,826
Net change in unrealized appreciation
or depreciation on investments           113                                            1,926,801           608,851         (62,452)
                                     -------                                            ---------          --------         -------
Net gain (loss) on investments           191                                            2,050,608           657,589         (38,626)
                                     -------                                            ---------          --------         -------
Net increase (decrease) in net assets
resulting from operations               $191                                           $2,022,150          $700,277         $28,357
                                     =======                                            =========          ========         =======
</TABLE>

See accompanying notes to financial statements.

*The  data is for the  period  beginning  November  8,  1999  (date  of  initial
activity).

<PAGE>

<TABLE>
<CAPTION>
                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                       Statements of Operations, continued
                  Years ended December 31, 1999, 1998 and 1997

                                             GLOBAL GOVERNMENTS SUBACCOUNT                        EMERGING GROWTH SUBACCOUNT
Investment income (loss):              1999              1998             1997              1999             1998              1997
                                       ----              ----             ----              ----             ----             ----
<S>                                 <C>                <C>               <C>             <C>               <C>             <C>
Dividend income                      $35,810            $8,821            $7,143       $       --           $45,309        $     --
 Adverse mortality and expense charges
(note 3)                              (6,651)           (6,487)           (3,401)         (81,732)          (48,583)        (21,660)
                                    --------          --------           -------        ---------          --------         -------
Net investment income (loss)          29,159             2,334             3,742          (81,732)           (3,274)        (21,660)
                                    --------          --------           -------        ---------          --------         -------
Realized and  unrealized  gain (loss) on  investments:  Realized  gain (loss) on
security transactions:

Capital gain distributions                --                --                --               --                --              --
Proceeds from sale of securities     289,685            92,387            65,919          841,070           448,520         234,899
Cost of securities sold             (289,946)          (90,661)          (66,515)        (590,062)         (373,845)       (222,640)
                                    --------          --------           -------        ---------          --------         -------
Net realized gain (loss) on security
transactions                            (261)            1,726              (596)         251,008            74,675          12,259
Net change in unrealized appreciation
or depreciation on investments       (57,288)           44,633            (5,796)       6,126,859         1,524,641         384,388
                                    --------          --------           -------        ---------          --------
Net gain (loss) on investments       (57,549)           46,359            (6,392)       6,377,867         1,599,316         396,647
                                    --------          --------           -------        ---------         ---------        --------
Net increase (decrease) in net assets
resulting from operations           ($28,390)          $48,693           ($2,650)      $6,296,135        $1,596,042        $374,987
                                    ========          ========           =======        =========         =========        ========


                                                HIGH INCOME SUBACCOUNT                           DEVELOPING MARKETS SUBACCOUNT
Investment income (loss):              1999*                                                1999*
                                       -----                                                -----
  Dividend income                   $     --                                             $     --
  Adverse mortality and expense
charges (note 3)                          --                                                   --
                                     -------                                              -------
Net investment income (loss)              --                                                   --
                                     -------                                              -------
Realized and  unrealized  gain (loss) on  investments:  Realized  gain (loss) on
security transactions:

Capital gain distributions                --                                                   --
Proceeds from sale of securities          --                                                   --
Cost of securities sold                   --                                                   --
                                     -------                                              -------
Net realized gain (loss) on security
transactions                              --                                                   --
Net change in unrealized appreciation
or depreciation on investments             3                                                   55
                                     -------                                              -------
Net gain (loss) on investments             3                                                   55
                                     -------                                              -------
Net increase (decrease) in net assets
resulting from operations                 $3                                                  $55
                                     =======                                              =======

</TABLE>

See accompanying notes to financial statements.

*The  data is for the  period  beginning  November  8,  1999  (date  of  initial
activity).

<PAGE>
<TABLE>
<CAPTION>
                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                       Statements of Changes in Net Assets
                  Years ended December 31, 1999, 1998 and 1997

                                                MONEY MARKET SUBACCOUNT                            TREASURY 2000 SUBACCOUNT
Operations:                            1999              1998             1997              1999             1998             1997
                                       ----              ----             ----              ----             ----             ----
<S>                               <C>               <C>               <C>                <C>               <C>             <C>
  Net investment income (loss)      $126,606          $101,673           $70,146          $89,195           $90,465         $92,268
  Net realized gain (loss) on
   security transactions                  --                --                --               --                --              --
  Net change in unrealized appreciation
   or depreciation on investments         --                --                --          (49,994)           21,682           1,846
                                  ----------        ----------        ----------       ----------        ----------      ----------
   Change in net assets from
    operations                       126,606           101,673            70,146           39,201           112,147          94,114
                                  ----------        ----------        ----------       ----------        ----------      ----------
Capital unit transactions (note 5):

Proceeds from sale of units        5,200,600         4,485,112         6,190,640          371,536           447,349         621,004
  Cost of units repurchased       (4,530,276)       (3,592,636)       (5,367,244)        (344,910)         (424,204)       (599,303)
                                  ----------        ----------        ----------       ----------        ----------      ----------
   Change in net assets from capital
    unit transactions                670,324           892,476           823,396           26,626            23,145          21,701
                                  ----------        ----------        ----------       ----------        ----------      ----------
Increase (decrease) in net assets    796,930           994,149           893,542           65,827           135,292         115,815
Net assets:
  Beginning of period              3,615,267         2,621,118         1,727,576        1,834,518         1,699,226       1,583,411
                                  ----------        ----------        ----------       ----------        ----------      ----------
  End of period                   $4,412,197        $3,615,267        $2,621,118       $1,900,345        $1,834,518      $1,699,226
                                  ==========        ==========        ==========       ==========        ==========      ==========


                                                    BOND SUBACCOUNT                                   BALANCED SUBACCOUNT
Operations:                            1999              1998             1997              1999             1998             1997
                                       ----              ----             ----              ----             ----             ----
  Net investment income (loss)      $188,240          $166,331          $113,454       $1,319,437        $1,357,584      $1,552,264
  Net realized gain (loss) on
   security transactions               1,861            17,397             8,015        3,493,679           857,307       1,498,553
  Net change in unrealized appreciation
   or depreciation on investments   (197,060)          (14,556)           41,691        4,544,788         5,340,950       5,202,066
                                  ----------        ----------        ----------       ----------        ----------      ----------
   Change in net assets from
    operations                        (6,959)          169,172           163,160        9,357,904         7,555,841       8,252,883
                                  ----------        ----------        ----------       ----------        ----------      ----------

Capital unit transactions (note 5):

  Proceeds from sale of units      1,186,455         1,182,649         1,162,322       14,839,213        10,811,007      10,763,242
  Cost of units repurchased         (918,722)         (772,448)         (705,363)     (14,209,808)      (10,309,524)    (10,663,916)
                                  ----------        ----------        ----------       ----------        ----------      ----------
   Change in net assets from capital
    unit transactions                267,733           410,201           456,959          629,405           501,483          99,326
                                  ----------        ----------        ----------       ----------        ----------      ----------
Increase (decrease) in net assets    260,774           579,373           620,119        9,987,309         8,057,324       8,352,209
Net assets:
  Beginning of period              3,617,015         3,037,642         2,417,523       68,760,249        60,702,925      52,350,716
                                  ----------        ----------        ----------       ----------        ----------      ----------
  End of period                   $3,877,789        $3,617,015        $3,037,642      $78,747,558       $68,760,249     $60,702,925
                                  ==========        ==========        ==========       ==========        ==========      ==========
</TABLE>

See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>
                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                 Statements of Changes in Net Assets, continued
                  Years ended December 31, 1999, 1998 and 1997


                                          GROWTH AND INCOME STOCK SUBACCOUNT                    CAPITAL APPRECIATION SUBACCOUNT
Operations:                            1999              1998             1997              1999             1998             1997
                                       ----              ----             ----              ----             ----             ----
<S>                             <C>                <C>               <C>              <C>               <C>             <C>
  Net investment income (loss)       $46,461          $177,961          $251,833        ($295,486)        ($171,441)       ($62,833)
  Net realized gain (loss) on
   security transactions           8,026,974         4,443,592         2,076,069        4,315,118         1,348,137         758,814
  Net change in unrealized appreciation
   or depreciation on investments  6,432,344         7,377,335        12,852,455        4,111,612         4,151,868       4,563,309
                                 -----------        ----------        ----------       ----------        ----------      ----------
   Change in net assets from
    operations                    14,505,779        11,998,888        15,180,357        8,131,244         5,328,564       5,259,290
                                 -----------        ----------        ----------       ----------        ----------      ----------
Capital unit transactions (note 5):

  Proceeds from sale of units     17,312,510        15,135,142        16,677,681        7,912,873         7,807,048       9,240,958
  Cost of units repurchased      (14,188,868)      (11,770,989)      (10,282,732)      (6,897,886)       (5,420,620)     (4,699,419)
                                 -----------        ----------        ----------       ----------        ----------      ----------
   Change in net assets from capital
    unit transactions              3,123,642         3,364,153         6,394,949        1,014,987         2,386,428       4,541,539
                                 -----------        ----------        ----------       ----------        ----------      ----------
Increase (decrease) in net assets 17,629,421        15,363,041        21,575,306        9,146,231         7,714,992       9,800,829
Net assets:
  Beginning of period             84,691,679        69,328,638        47,753,332       33,065,738        25,350,746      15,549,917
                                 -----------        ----------        ----------       ----------        ----------      ----------
  End of period                 $102,321,100       $84,691,679       $69,328,638      $42,211,969       $33,065,738     $25,350,746
                                 ===========        ==========        ==========       ==========        ==========      ==========


                                               MID-CAP STOCK SUBACCOUNT                         INTERNATIONAL STOCK SUBACCOUNT
Operations:                            1999*                                                1999             1998             1997
                                       -----                                                ----             ----             ----
  Net investment income (loss)      $     --                                             ($28,458)          $42,688         $66,983
  Net realized gain (loss) on
   security transactions                  78                                              123,807            48,738          23,826
  Net change in unrealized appreciation
   or depreciation on investments        113                                            1,926,801           608,851         (62,452)
                                    --------                                            ---------         ---------       ---------
   Change in net assets from
    operations                           191                                            2,022,150           700,277          28,357
                                    --------                                            ---------         ---------       ---------
Capital unit transactions (note 5):

  Proceeds from sale of units          4,450                                            1,876,821         1,897,345       2,721,533
  Cost of units repurchased              (80)                                          (1,361,528)       (1,227,692)       (904,022)
                                    --------                                            ---------         ---------       ---------
   Change in net assets from capital
    unit transactions                  4,370                                              515,293           669,653       1,817,511
                                    --------                                            ---------         ---------       ---------
Increase (decrease) in net assets      4,561                                            2,537,443         1,369,930       1,845,868
Net assets:
  Beginning of period                     --                                            5,823,061         4,453,131       2,607,263
                                    --------                                            ---------         ---------       ---------
  End of period                       $4,561                                           $8,360,504        $5,823,061      $4,453,131
                                    ========                                            =========         =========       =========
</TABLE>

See accompanying notes to financial statements.

*The  data is for the  period  beginning  November  8,  1999  (date  of  initial
activity).

<PAGE>

<TABLE>
<CAPTION>
                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                 Statements of Changes in Net Assets, continued
                  Years ended December 31, 1999, 1998 and 1997


                                            GLOBAL GOVERNMENTS SUBACCOUNT                         EMERGING GROWTH SUBACCOUNT
Operations:                            1999              1998             1997              1999             1998             1997
                                       ----              ----             ----              ----             ----             ----
<S>                                 <C>               <C>               <C>           <C>                <C>             <C>
  Net investment income (loss)       $29,159            $2,334            $3,742         ($81,732)          ($3,274)       ($21,660)
  Net realized gain (loss) on
   security transactions                (261)            1,726              (596)         251,008            74,675          12,259
  Net change in unrealized appreciation
   or depreciation on investments    (57,288)           44,633            (5,796)       6,126,859         1,524,641         384,388
                                   ---------         ---------         ---------       ----------         ---------       ---------
   Change in net assets from
    operations                       (28,390)           48,693            (2,650)       6,296,135         1,596,042         374,987
                                   ---------         ---------         ---------       ----------         ---------       ---------
Capital unit transactions (note 5):

  Proceeds from sale of units        222,897            85,855           530,877        3,957,172         2,707,434       3,238,087
  Cost of units repurchased         (312,920)         (118,224)          (95,423)      (2,023,998)       (1,321,467)       (749,413)
                                   ---------         ---------         ---------       ----------         ---------       ---------
   Change in net assets from capital
    unit transactions                (90,023)          (32,369)          435,454        1,933,174         1,385,967       2,488,674
                                   ---------         ---------         ---------       ----------         ---------       ---------
Increase (decrease) in net assets   (118,413)           16,324           432,804        8,229,309         2,982,009       2,863,661
Net assets:
  Beginning of period                737,453           721,129           288,325        7,036,249         4,054,240       1,190,579
                                   ---------          --------         ---------       ----------         ---------       ---------
  End of period                     $619,040          $737,453          $721,129      $15,265,558        $7,036,249      $4,054,240
                                   =========         =========         =========       ==========         =========       =========


                                                HIGH INCOME SUBACCOUNT                           DEVELOPING MARKETS SUBACCOUNT
Operations:                            1999*                                                1999*
                                       -----                                                -----
  Net investment income (loss)      $     --                                             $     --
  Net realized gain (loss) on
   security transactions                  --                                                   --
  Net change in unrealized appreciation
   or depreciation on investments          3                                                   55
                                    --------                                            ---------
   Change in net assets from
    operations                             3                                                   55
                                    --------                                            ---------
Capital unit transactions (note 5):

  Proceeds from sale of units          1,075                                                1,189
  Cost of units repurchased               (2)                                                  (6)
                                    --------                                            ---------
   Change in net assets from capital
    unit transactions                  1,073                                                1,183
                                    --------                                            ---------
Increase (decrease) in net assets      1,076                                                1,238
Net assets:
  Beginning of period                     --                                                   --
                                    --------                                            ---------
  End of period                       $1,076                                               $1,238
                                    ========                                            =========
</TABLE>

See accompanying notes to financial statements.

*The  data is for the  period  beginning  November  8,  1999  (date  of  initial
activity).

<PAGE>

                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                          Notes to Financial Statements

(1)  Organization

     The CUNA Mutual Life Variable  Account (the  Account) is a unit  investment
     trust  registered  under  the  Investment  Company  Act of  1940  with  the
     Securities and Exchange  Commission (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 twelve  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
     (Class Z shares),  T. Rowe Price  International Fund, Inc., MFS(R) Variable
     Insurance Trust(SM), Oppenheimer Variable Account Funds, Templeton Variable
     Products Series Fund, or any other open-end  management  investment company
     or unit investment trust in which a subaccount  invests.) The income, gains
     and  losses,  realized or  unrealized,  from the assets  allocated  to each
     subaccount  are  credited to or charged  against  that  subaccount  without
     regard to income, gains or losses from any other subaccount.

     The  Account  invests  in  shares  of Ultra  Series  Fund,  T.  Rowe  Price
     International  Fund, Inc., MFS(R) Variable Insurance Trust(SM), Oppenheimer
     Variable Account Funds, and Templeton  Variable  Products Series Fund. 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 seven funds available as investment options
     under the policies.  T. Rowe Price  International  Fund, Inc.,  Oppenheimer
     Variable Account Funds and Templeton Variable Products Series Fund have one
     fund  available  as an  investment  option  and MFS(R)  Variable  Insurance
     Trust(SM) has two funds available as an investment option.  MFS(R) Variable
     Insurance  Trust(SM), Oppenheimer  Variable  Account  Funds  and  Templeton
     Variable  Products Series Fund also have 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  adviser 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  International  Stock  Portfolio  and  manages its assets in
     accordance with general policies and guidelines established by the board of
     directors of T. Rowe Price International Fund, Inc.

     Massachusetts  Financial  Services  Company (MFS) serves as the  investment
     adviser to the MFS Global  Governments  Series  (formerly  known as the MFS
     World  Governments  Series) and Emerging  Growth  Series and manages  their
     assets in accordance  with general  policies and guidelines  established by
     the board of trustees of MFS(R) Variable Insurance Trust(SM).

     OppenheimerFunds,  Inc. (the Manager)  serves as the investment  adviser to
     the Oppenheimer  High Income Fund and manages its assets in accordance with
     general policies and guidelines established by the board of trustees of the
     Oppenheimer Variable Account Funds.

<PAGE>
     Templeton Asset  Management  Ltd.  serves as the investment  adviser to the
     Templeton Developing Markets Securities Fund Class 2 and manages its assets
     and makes its investments decisions.

     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

     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 0.90% 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.

<PAGE>

(4)  Investment Transactions

     The  cost  of  shares   purchased,   including   reinvestment  of  dividend
     distributions, during the year ended December 31, 1999, was as follows:

     Money Market Fund............................................  $4,809,236
     Treasury 2000 Fund...........................................       9,355
     Bond Fund....................................................   1,043,913
     Balanced Fund................................................  10,140,150
     Growth and Income Stock Fund.................................  14,062,665
     Capital Appreciation Stock Fund..............................   6,789,057
     Mid-Cap Stock Fund...........................................       4,463
     International Stock Portfolio................................   1,234,716
     Global Governments Series....................................     229,122
     Emerging Growth Series.......................................   2,700,937
     High Income Fund.............................................       1,073
     Developing Markets Fund......................................       1,183

(5)  Unit Activity from Contract Transactions

     Transactions in units of each subaccount of the Account for the years ended
     December 31, 1999, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>
                                 Money Treasury

                                         Market                      2000                      Bond                   Balanced
                                       Subaccount                 Subaccount                Subaccount               Subaccount
                                   -------------------        -------------------       -------------------      -------------------
                                    Type 1     Type 2         Type 1     Type 2*         Type 1     Type 2        Type 1     Type 2
<S>                               <C>                         <C>                       <C>                     <C>            <C>
     Outstanding at
       December 31, 1996            97,454         --         196,670                    97,412         --     1,567,551         --
     Sold                          342,456         --          77,604                    45,022         --       297,548         --
     Repurchased                  (298,002)        --         (75,054)                  (27,507)        --      (296,125)        --
                                  --------   --------         -------                   -------    -------      --------    -------
     Outstanding at
       December 31, 1997           141,908         --         199,220                   114,927         --     1,568,974         --
     Sold                          236,364         --          52,984                    43,507         --       266,148         --
     Repurchased                  (190,395)        --         (50,435)                  (28,421)        --      (254,086)        --
                                  --------   --------         -------                   -------    -------      --------    -------
     Outstanding at
       December 31, 1998           187,877         --         201,769                   130,013         --     1,581,036         --
     Sold                          263,945         --          43,509                    42,671        107       318,708      8,386
     Repurchased                  (231,067)        --         (40,624)                  (33,099)        --      (305,776)      (116)
                                  --------   --------         -------                   -------    -------      --------    -------
     Outstanding at
       December 31, 1999           220,755         --         204,654                   139,585        107     1,593,968      8,270
                                  ========   ========         =======                   =======    =======      ========    =======


                                                                   Capital

                                       Growth and               Appreciation                  Mid-Cap               International
                                          Stock                     Stock                      Stock                    Stock
                                       Subaccount                Subaccount                 Subaccount               Subaccount
                                   -------------------        -------------------       -------------------      -------------------
                                    Type 1     Type 2         Type 1     Type 2          Type 1*    Type 2        Type 1     Type 2
     Outstanding at
       December 31, 1996         1,036,605         --         953,534         --                        --       216,089         --
     Sold                          313,426         --         490,480         --                        --       216,687         --
     Repurchased                  (194,852)        --        (252,149)        --                        --       (71,570)        --
                                  --------   --------        --------    -------                   -------       -------    -------
     Outstanding at
       December 31, 1997         1,155,179         --       1,191,865         --                        --       361,206         --
     Sold                          233,645         --         340,862         --                        --       141,913         --
     Repurchased                  (181,819)        --        (235,746)        --                        --       (91,869)        --
                                  --------   --------        --------    -------                   -------       -------    -------
     Outstanding at
       December 31, 1998         1,207,005         --       1,296,981         --                        --       411,250         --
     Sold                          221,525      4,044         287,074      1,509                       447       125,998        504
     Repurchased                  (181,747)       (65)       (250,228)       (28)                       (8)      (90,747)        (7)
                                  --------   --------        --------    -------                   -------       -------    -------
     Outstanding at
       December 31, 1999         1,246,783      3,979       1,333,827      1,481                       439       446,501        497
                                  ========   ========        ========    =======                   =======       =======    =======
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                         Global                    Emerging                    High                  Developing
                                       Governments                  Growth                    Income                   Markets
                                       Subaccount                 Subaccount                Subaccount               Subaccount
                                   -------------------        -------------------       -------------------      -------------------
                                    Type 1     Type 2         Type 1     Type 2          Type 1*    Type 2        Type 1*    Type 2
<S>                               <C>                         <C>                       <C>                     <C>            <C>
     Outstanding at
       December 31, 1996            24,554         --         117,771         --                        --                       --
     Sold                           46,412         --         280,804         --                        --                       --
     Repurchased                    (8,295)        --         (66,642)        --                        --                       --
                                  --------   --------         -------    -------                   -------                  -------
     Outstanding at
       December 31, 1997            62,671         --         331,933         --                        --                       --
     Sold                            7,299         --         197,716         --                        --                       --
     Repurchased                   (10,044)        --         (96,508)        --                        --                       --
                                  --------   --------         -------    -------                   -------                  -------
     Outstanding at
       December 31, 1998            59,926         --         433,141         --                        --                       --
     Sold                           18,188        106         214,540        466                       107                      118
     Repurchased                   (26,138)        --        (111,422)       (12)                       --                       --
                                  --------   --------         -------    -------                   -------                  -------
     Outstanding at
       December 31, 1999            51,976        106         536,259        454                       107                      118
                                  ========   ========         =======    =======                   =======                  =======
</TABLE>

*This fund not available in this product type.

(6)  Condensed Financial Information

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

<TABLE>
<CAPTION>
                                    MONEY MARKET SUBACCOUNT                             TREASURY 2000 SUBACCOUNT
                           1999        1998     1997     1996     1995          1999         1998      1997      1996      1995
                     ---------------   ----     ----     ----     ----    ----------------   ----      ----      ----      ----
Net asset value:      Type 1  Type 2**                                     Type 1   Type 2*
<S>                  <C>     <C>       <C>      <C>      <C>      <C>     <C>                <C>       <C>       <C>       <C>
 Beginning of period $19.24  $10.00    $18.47   $17.73   $17.05   $16.33  $9.09              $8.53     $8.05     $7.95     $6.63
 End of period        19.99   10.00     19.24    18.47    17.73    17.05   9.29               9.09      8.53      8.05      7.95
Percentage increase
 (decrease) in unit
 value during period   3.9%    0.0%      4.2%     4.1%     4.0%     4.4%   2.2%               6.6%      6.0%      1.3%     19.9%
Number of units
 outstanding at
 end of period       220,755    --     187,877  141,908  97,454   125,112 204,654            201,769   199,220   196,670   194,133

                                      BOND SUBACCOUNT                                  BALANCED SUBACCOUNT
                           1999        1998     1997     1996     1995          1999         1998      1997      1996      1995
                     ----------------  ----     ----     ----     ----    ----------------   ----      ----      ----      ----
Net asset value:     Type 1  Type 2**                                     Type 1    Type 2**
 Beginning of period $27.82  $10.00    $26.43   $24.82   $24.35   $21.11  $43.49    $10.00   $38.69    $33.40   $30.41     $25.09
 End of period        27.77   10.00     27.82    26.43    24.82    24.35   49.35     10.09    43.49     38.69    33.40      30.41

Percentage increase
 (decrease) in unit
 value during period  (0.2%)   0.0%***   5.3%     6.5%     1.9%    15.4%   13.5%      0.9%*** 12.4%     15.8%     9.8%      21.2%
Number of units
 outstanding at
 end of period       139,585  107      130,013  114,927  97,411   155,381 1,593,968 8,270    1,581,036 1,568,974 1,567,551 1,522,893
</TABLE>

<TABLE>
<CAPTION>

                             GROWTH AND INCOME STOCK SUBACCOUNT                   CAPITAL APPRECIATION STOCK SUBACCOUNT
                          1999           1998      1997      1996      1995          1999         1998      1997      1996    1995
                     ----------------    ----      ----      ----      ----    ----------------   ----      ----      ----    ----
Net asset value:    Type 1    Type 2**                                        Type 1    Type 2**
<S>                 <C>       <C>       <C>       <C>       <C>       <C>     <C>       <C>      <C>       <C>       <C>     <C>
Beginning of period $70.17    $10.00    $60.02    $46.07    $38.09    $29.16   $25.49   $10.00   $21.27   $16.31     $13.55  $10.45
End of period        82.04     10.08     70.17     60.02     46.07     38.09    31.64    10.38    25.49    21.27      16.31   13.55

Percentage increase
(decrease) in unit
value during period  16.9%      0.8%***  16.9%     30.3%     21.0%     30.6%     24.1%     3.8%*** 19.9%    30.4%     20.4%   29.7%

Number of units
outstanding at
end of period       1,246,783  3,979    1,207,005 1,155,179 1,036,605 907,821 1,333,827 1,481    1,296,981 1,191,865 953,534 663,269
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                  MID-CAP STOCK SUBACCOUNT                           INTERNATIONAL STOCK SUBACCOUNT
                          1999         1998**  1997**   1996**   1995**         1999          1998    1997     1996     1995
                     ----------------  ------  ------   ------   ------   ----------------    ----    ----     ----     ----
Net asset value:     Type 1* Type 2**                                      Type 1  Type 2**
<S>                         <C>                                            <C>     <C>      <C>      <C>     <C>      <C>
 Beginning of period        $10.00                                         $14.16  $10.00   $12.33   $12.07  $10.61   $10.00
 End of period               10.39                                          18.71   11.33    14.16    12.33   12.07    10.61

Percentage increase
 (decrease) in unit
 value during period          3.9%***                                       32.1%   13.3%*** 14.8%     2.2%   13.7%     6.1%

Number of units
 outstanding at
 end of period               439                                           446,501 497      411,250  361,206 216,089  70,876
</TABLE>

<TABLE>
<CAPTION>
                                GLOBAL GOVERNMENTS SUBACCOUNT                          EMERGING GROWTH SUBACCOUNT
                          1999          1998    1997     1996     1995          1999           1998    1997     1996
                     ----------------    ----    ----     ----     ----    ----------------    ----    ----     ----
Net asset value:     Type 1  Type 2**                                      Type 1  Type 2**
<S>                  <C>     <C>      <C>      <C>     <C>      <C>       <C>      <C>        <C>      <C>      <C>
 Beginning of period $12.31  $10.00   $11.51   $11.74  $11.39   $10.00    $16.24   $10.00     $12.21   $10.11   $10.00
 End of period        11.89   10.00    12.31    11.51   11.74    11.39     28.46    12.47      16.24    12.21    10.11

Percentage increase
 (decrease) in unit
 value during period* (3.4%)   0.0%     6.9%   (2.0%)    3.1%    13.9%     75.2%    24.7%***   33.0%    20.8%     1.1%

Number of units
 outstanding at
 end of period       51,976   106     59,926   62,671  24,554   19,219    536,259   454        433,141 331,933  117,711
</TABLE>

<TABLE>
<CAPTION>
                                   HIGH INCOME SUBACCOUNT                             DEVELOPING MARKETS SUBACCOUNT
                          1999         1998**  1997**   1996**   1995**         1999         1998**  1997**   1996**   1995**
                    ----------------   ------  ------   ------   ------   ----------------   ------  ------   ------   ------
Net asset value:     Type 1* Type 2**                                      Type 1* Type 2**
<S>                         <C>                                                   <C>
 Beginning of period        $10.00                                                $10.00
 End of period               10.03                                                 10.53

Percentage increase
 (decrease) in unit
 value during period          0.3%***                                               5.3%***

Number of units
 outstanding at
 end of period               107                                                   118
</TABLE>

  *This fund not available in this product type.

 **The VULII product inception date was November 8, 1999, with all subaccounts
   starting with a $10.00 unit price.

***Not annualized.

<PAGE>
                        CUNA MUTUAL LIFE VARIABLE ACCOUNT

                        Report of Independent Accountants

To the Board of Directors of CUNA Mutual Life Insurance Company and
Contract Owners of CUNA Mutual Life Variable Account

In our opinion,  the  accompanying  statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material  respects,  the financial position of the CUNA Mutual Life Variable
Account  (comprising,  respectively,  the Money  Market,  Treasury  2000,  Bond,
Balanced,  Growth and Income Stock,  Capital  Appreciation Stock, Mid-Cap Stock,
International  Stock, Global  Governments,  Emerging Growth, High Income and the
Developing Markets  Subaccounts) as of December 31, 1999, the results of each of
their operations and the changes in each of their net assets for the year or the
period then ended in conformity with accounting principles generally accepted in
the United States. These financial statements are the responsibility of The CUNA
Mutual Life Insurance Company's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United  States which require that we plan and perform
the audit 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,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audits,  which included  direct  confirmation  of the number of
shares  owned at  December  31,  1999 with  Ultra  Series  Fund,  T. Rowe  Price
International  Series,  Inc., MFS Variable  Insurance  Trust,  Oppenheimer  High
Income  Fund  and  Templeton  Developing  Markets  Securities  Fund,  provide  a
reasonable basis for the opinion  expressed  above. The financial  statements of
the CUNA Mutual Life  Variable  Account as of December  31, 1998 and for each of
the two years then ended were  audited by other  independent  accountants  whose
report  dated  February  5,  1999  expressed  an  unqualified  opinion  on those
statements.

PricewaterhouseCoopers LLP
Milwaukee, Wisconsin

February 11, 2000

<PAGE>
                          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  operations  and  changes in net assets of
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
Emerging Growth  Subaccount of CUNA Mutual Life Variable Account for each of the
years  in the  two-year  period  ended  December  31,  1998,  and the  condensed
financial  information  for each of the years in the  four-year  (two  years and
eight months for Emerging  Growth  Subaccount)  period ended  December 31, 1998.
These  financial   statements  and  condensed  financial   information  are  the
responsibility of the Accounts' 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.  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 results of
operations and changes in net assets of 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 Emerging Growth Subaccount of CUNA Mutual Life
Variable Account for each of the years in the two-year period ended December 31,
1998,  and the  condensed  financial  information  for each of the  years in the
four-year  (two years and eight months for Emerging  Growth  Subaccount)  period
ended  December 31, 1998,  in  conformity  with  generally  accepted  accounting
principles.

                                    KPMG LLP
Des Moines, Iowa
February 5, 1999

<PAGE>

                       CUNA Mutual Life Insurance Company
                   Report on Audits of Financial Statements -
                                 Statutory Basis
              For the Years Ended December 31, 1999, 1998 and 1997


<PAGE>

                        Report of Independent Accountants

The Board of Directors
CUNA Mutual Life Insurance Company:

We have  audited  the  accompanying  statutory  statement  of  admitted  assets,
liabilities and surplus of CUNA Mutual Life Insurance Company (the "Company") as
of December  31,  1999,  and the related  statutory  statements  of  operations,
changes  in  surplus  and cash flows for the year then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit. The statutory financial  statements of the Company as of December 31,
1998,  and for each of the two years in the period  then  ended were  audited by
other independent  accountants  whose report dated March 19, 1999,  expressed an
unqualified  opinion  on those  statements  as to  conformity  with the basis of
accounting described in Note 2. The other independent accountants also expressed
an adverse opinion with regard to accounting  principles  generally  accepted in
the United States, as a result of the material  differences between the basis of
accounting  described in Note 2 and accounting  principles generally accepted in
the United States.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
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 audit  provides a  reasonable  basis for our
opinion.

As described in Note 2 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
accounting  principles  generally  accepted in the United States. The effects on
the 1998 and 1997  financial  statements of the variances  between the statutory
basis of  accounting  and  generally  accepted  accounting  principles  are also
described  in Note 2.  The  effects  of such  variances  on the  1999  financial
statements,  although not reasonably  determinable as of this date, are presumed
to be material.

In our opinion,  because of the effects of the matter discussed in the preceding
paragraph,  the financial statements referred to above do not present fairly, in
conformity with accounting  principles  generally accepted in the United States,
the financial position of the Company as of December 31, 1999, or the results of
its operations or its cash flows for the year then ended.

In our opinion,  the 1999 financial statements referred to above present fairly,
in all material  respects,  the admitted assets,  liabilities and surplus of the
Company as of December 31, 1999,  and the results of its operations and its cash
flows for the year then ended, on the basis of accounting described in Note 2.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
statutory financial  statements taken as a whole. The accompanying  Supplemental
Schedule of Assets and  Liabilities  of the Company as of December 31, 1999, and
for the year then ended, is presented for purposes of additional analysis and is
not  a  required  part  of  the  basic  statutory  financial  statements.   Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic  statutory  financial  statements  and, in our  opinion,  is fairly
stated in all  material  respects in relation to the basic  statutory  financial
statements taken as a whole.

March 31, 2000

<PAGE>
<TABLE>
<CAPTION>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
  Statutory Statements of Admitted Assets, Liabilities and Capital and Surplus
                           December 31, 1999 and 1998
                                 (in thousands)
Admitted Assets                                                1999                     1998
- ---------------                                                ----                     ----
<S>                                                         <C>                      <C>
Investments:
  Bonds and notes                                            1,509,325               $1,517,147
  Stocks
     Preferred                                                      41                       71
     Common                                                     82,086                   77,036
  Mortgage loans on real estate                                325,603                  306,037
  Real estate                                                   58,746                   62,345
  Policy loans                                                 101,830                  101,569
  Other invested assets                                         18,311                   16,799
  Receivable for securities                                      7,250                   19,886
  Cash and short-term investments                               87,518                   74,740
  ---------------------------------------------------------------------------------------------
Total cash and investments                                   2,190,710                2,175,630

Premiums receivable                                             16,274                   15,147
Accrued investment income                                       26,680                   28,005
Electronic data processing equipment
  at cost, less accumulated depreciation                         1,610                    2,230
  (1999 - 7,070; 1998 - 6,744)
Receivable from affiliates                                      12,169                    8,121
Other assets                                                     1,685                    2,295
Separate accounts                                            2,611,459                1,830,012
- -----------------------------------------------------------------------------------------------

Total admitted assets                                       $4,860,587               $4,061,440
- -----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                         Liabilities and Surplus              1999                     1998
                         -----------------------              ----                     ----
<S>                                                         <C>                      <C>
Liabilities:
  Policy reserves:
     Life insurance and annuity contracts                   $1,649,573               $1,672,272
     Accident and health insurance                              14,106                   12,611
  Supplementary contracts without life contingencies            80,747                   76,131
  Policyholders' dividend accumulation                         157,858                  156,216
  Policy and contract claims                                    10,373                    9,850
  Other policyholders' funds
     Dividends payable to policyholders                         25,190                   24,450
     Premiums and other deposit funds                            3,573                    4,194
  Interest maintenance reserve                                   3,482                    5,694
  Payable to affiliates                                         17,959                   13,525
  Amounts held for others                                       18,952                   18,923
  Commissions, expenses, taxes, licenses and fees accrued       17,728                   14,594
  Asset valuation reserve                                       56,762                   48,395
  Loss contingency reserve for investments                       5,800                    5,800
  Federal income taxes due and accrued                          15,906                    5,025
  Note payable                                                   1,300                    1,300
  Payable for securities                                         2,887                    2,031
  Other liabilities                                                577                       83
  Separate accounts                                          2,555,312                1,784,589
  ----------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                    Statutory Statements of Admitted Assets,
                       Liabilities and Capital and Surplus
                     December 31, 1999 and 1998 (continued)
                                 (in thousands)

                         Liabilities and Surplus              1999                       1998
                         -----------------------              ----                       ----
<S>                                                          <C>                     <C>
Total liabilities                                             4,638,085               3,855,683
- -----------------------------------------------------------------------------------------------
Surplus:
  Unassigned surplus                                            222,502                 205,757
- -----------------------------------------------------------------------------------------------

Total surplus                                                   222,502                 205,757

Total liabilities and surplus                                $4,860,587              $4,061,440
- -----------------------------------------------------------------------------------------------
See accompanying notes to statutory financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                       CUNA MUTUAL LIFE INSURANCE COMPANY
                       Statutory Statements of Operations
                  Years Ended December 31, 1999, 1998 and 1997
                                 (in thousands)

                                                              1999                    1998             1997
                                                              ----                    ----             ----
<S>                                                         <C>                       <C>             <C>
Income:
  Premiums and other considerations:
    Life and annuity contracts                               $515,917                $466,203        $414,724
    Accident and health                                        21,892                  18,292          14,886
    Supplementary contracts and dividend accumulations         38,294                  43,547          44,194
    Other deposit funds                                       254,015                 159,786         114,825
  Net investment income                                       148,915                 148,998         168,192
  Reinsurance commissions                                       8,661                   7,871           9,601
  Separate accounts income and fees                            22,723                  15,892           9,907
  Other income                                                  6,362                  5,760            5,840
  -----------------------------------------------------------------------------------------------------------

Total income                                                1,016,779                 866,349         782,169
- -------------------------------------------------------------------------------------------------------------

Benefits and Expenses:
  Death and annuity benefits                                  224,978                 123,982          86,525
  Surrender benefits                                          207,924                 189,343         176,291
  Payments on supplementary contracts without life
    contingencies and dividend accumulations                   41,862                  47,431          44,747
  Other benefits to policyholders and beneficiaries            20,494                  18,244          17,509
  Decrease in policy reserves - life and annuity
    contracts and accident and health insurance               (21,204)                (76,839)        (78,148)
  Increase in liabilities for supplementary contracts
    without life contingencies and policyholders' dividend
     accumulations                                              6,271                   5,687           6,954
  Decrease in group annuity reserves                             (523)                   (225)             (2)
  Increase in benefit fund                                        902                    870           3,975
  General insurance expenses, including cost of collection
    in excess of loading on due and deferred premiums and
    other expenses                                             64,451                  60,126          60,722
  Insurance taxes, licenses, fees and commissions              59,186                  49,305          43,956
  Net transfers to separate accounts                          367,835                 408,384         369,788
  -----------------------------------------------------------------------------------------------------------

Total benefits and expenses                                   972,176                 826,308         732,317
- -------------------------------------------------------------------------------------------------------------

Income before dividends to policyholders, federal
  income taxes, and net realized capital gains                 44,603                  40,041          49,852
Dividends to policyholders                                     25,107                  24,441          23,670
- -------------------------------------------------------------------------------------------------------------

Income before federal income taxes and
     net realized capital gains                                19,496                  15,600          26,182
Federal income taxes                                            7,802                   4,436          12,208
- -------------------------------------------------------------------------------------------------------------

Income before net realized capital gains                       11,694                  11,164          13,974
Net realized capital gains (losses), less federal income
    taxes and transfers to the interest maintenance reserve     7,099                    (317)          3,885
- -------------------------------------------------------------------------------------------------------------

Net income                                                   $18,793                  $10,847         $17,859
- -------------------------------------------------------------------------------------------------------------

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

<PAGE>
<TABLE>
<CAPTION>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
             Statutory Statements of Changes in Capital and Surplus
                  Years Ended December 31, 1999, 1998 and 1997
                                 (in thousands)

                                                               1999                    1998            1997
                                                               ----                    ----            ----
<S>                                                          <C>                     <C>             <C>
Balance at beginning of year                                 $205,757                $190,681        $163,304
- -------------------------------------------------------------------------------------------------------------

Additions (deductions):
  Net income                                                   18,793                  10,847          17,859
  Change in net unrealized gains                                5,569                  10,070           6,752
  Change in asset valuation reserve                            (8,367)                 (6,639)            257
  Change in nonadmitted assets                                    749                     543             285
  Change in surplus of separate accounts                           76                     (64)            209
  Change in separate account seed money                           (77)                     64            (189)
  Change in loss contingency reserve for investments               --                     250           2,200
  Other miscellaneous changes                                       2                       5               4
- -------------------------------------------------------------------------------------------------------------

Net additions                                                  16,745                  15,076          27,377
- -------------------------------------------------------------------------------------------------------------

Balance at end of year                                       $222,502                $205,757        $190,681
- -------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to statutory financial statements.

<PAGE>
<TABLE>
<CAPTION>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                        Statutory Statements of Cash Flow
                  Years Ended December 31, 1999, 1998 and 1997
                                 (in thousands)

                                                               1999       1998         1997
                                                               ----       ----         ----
<S>                                                         <C>          <C>          <C>
Cash from operations:
  Premiums and other considerations:
    Life and annuity contracts                               $513,927   $463,537     $412,840
    Accident and health                                        22,298     17,903       14,754
    Supplementary contracts and dividend accumulations         38,294     43,546       44,194
    Other deposit funds                                       254,015    159,786      114,826
  Net investment income received                              154,266    160,304      177,984
  Reinsurance commissions                                       8,661      7,871        8,425
  Separate accounts income and fees                            22,712     15,858        9,885
  Other income                                                  5,282      4,786        4,931
- ---------------------------------------------------------------------------------------------

 Total provided from operations                              1,019,455   873,591       787,839
 ---------------------------------------------------------------------------------------------

  Life and accident and health claims paid                     50,226     46,128       42,004
  Surrender benefits                                          207,924    189,343      176,291
  Other benefits to policyholders paid                        236,415    140,575      105,505
  Commissions, other expenses and taxes paid, excluding
    federal income taxes                                      119,767    107,589      105,834
  Dividends to policyholders paid                              24,380     23,756       23,161
  Federal income taxes                                          1,194      (181)       14,558
  Net transfers to separate accounts                          378,471    419,156      383,942
  Interest paid on defined benefit plans                          902      1,338        3,507
  Other                                                            77         --          189
  -------------------------------------------------------------------------------------------

Total used in operations                                    1,019,356    927,704      854,991
- ---------------------------------------------------------------------------------------------

Net cash provided from (used in) operations                        99    (54,113)     (67,152)
- ----------------------------------------------------------------------------------------------

Cash from investments:
  Proceeds from investments sold, matured or repaid:

    Bonds and notes                                           826,675    296,732      285,135
    Stocks                                                     37,955     17,412       17,223
    Mortgage loans on real estate                              29,034     77,980       47,892
    Other invested assets                                       1,091        562          969
    Investment real estate                                      6,427      3,950       17,701
- ---------------------------------------------------------------------------------------------

Total investment proceeds                                     901,182    396,636      368,920
- ---------------------------------------------------------------------------------------------

Cost of investments acquired:
    Bonds and notes                                           819,514    243,804      200,692
    Stocks                                                     26,969     24,923       29,724
    Mortgage loans on real estate                              48,571     17,956        4,704
    Investment real estate                                      5,471      5,222       10,929
    Other invested assets                                          --     10,461           --
    Other cash used                                             3,165        109        4,098
    -----------------------------------------------------------------------------------------

Total investments acquired                                    903,690    302,475      250,147
Increase (decrease) in policy loans and premium notes             262        500         (475)
- ----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                 Statutory Statements of Cash Flow (continued)
                  Years Ended December 31, 1999, 1998 and 1997
                                 (in thousands)

                                                               1999       1998          1997
<S>                                                           <C>        <C>          <C>
Net cash (used in) provided from investments                  (2,770)     93,661      119,248
- ---------------------------------------------------------------------------------------------

Cash from financing and miscellaneous sources -
     Transfer of defined benefit pension plan assets               --         --      (42,247)
     Other cash provided (applied), net                        15,449      7,932      (15,879)
     -----------------------------------------------------------------------------------------

Net change in cash and short-term investments                  12,778     47,480       (6,030)
Cash and short-term investments at beginning of year           74,740     27,260       33,290
- ---------------------------------------------------------------------------------------------

Cash and short-term investments at end of year                $87,518    $74,740      $27,260
- ---------------------------------------------------------------------------------------------

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

<PAGE>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(1)  Nature of Business

     CUNA Mutual Life  Insurance  Company (the  Company),  a mutual life insurer
     domiciled  in  Iowa,  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.  The Company owns 50% of CIMCO, Inc., a
     registered investment advisor.

(2)  Basis of Presentation and Summary of Significant Accounting Policies

     Basis of Presentation

     The  accompanying  statutory  financial  statements  have been  prepared in
     conformity with statutory  accounting  practices prescribed or permitted by
     the Iowa Department of Commerce, Insurance Division (Insurance Department),
     which differ in some respects from generally accepted accounting principles
     in the United  States  (GAAP).  The  Company  currently  does not apply any
     significant   permitted   accounting   practices.   The  following  summary
     identifies the significant differences from GAAP:

          -Acquisition costs such as commissions, premium taxes, and other items
          are expensed in the year incurred,  rather than deferred and amortized
          over the periods benefited;

          -Bonds are  generally  recorded  at  amortized  cost  rather than fair
          value,  and are not classified as either held to maturity  securities,
          trading securities, or available for sale securities;

          -Majority owned subsidiaries are not consolidated,  and are carried at
          their underlying statutory book value;

          -Policy  reserves  are  based  on  statutory  mortality  and  interest
          requirements,  without consideration for withdrawals, which may differ
          from reserves  established  for GAAP based on reasonably  conservative
          estimates of mortality, interest and withdrawals;

          -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;

          -Tax expense is recorded for amounts currently due or recoverable, and
          deferred federal income taxes are not provided for unrealized gains or
          losses and the temporary  differences between the statutory book basis
          and tax basis of assets and liabilities;

          -"Nonadmitted  assets"  (principally,  an airplane,  prepaid expenses,
          furniture,  equipment and certain  receivables)  are excluded from the
          statutory  statements  of  admitted  assets,  liabilities  and surplus
          through a direct charge to unassigned surplus;
<PAGE>

          -The asset valuation  reserve (AVR), a statutory  reserve  established
          for the purpose of  stabilizing  the  surplus of the  Company  against
          fluctuations in the market value of assets, is recorded as a liability
          by a direct charge to unassigned surplus;

          -The  interest   maintenance   reserve  (IMR)  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 versus immediate recognition;

          -Reserves established for potential bond and mortgage loan defaults or
          real estate  impairments are recorded as liabilities by direct charges
          to unassigned surplus;

          -Pension cost is equal to the amount to be funded in  accordance  with
          accepted  actuarial cost methods rather than recognizing  pension cost
          over  the  period  participants  render  service  to the  Company  and
          recording a liability currently for all unfunded costs;

          -Certain  postretirement  benefits are accrued when  employees  become
          vested for benefits rather than over the vesting period;

          -Amounts  due from  reinsurers  for their share of ceded  reserves are
          netted against liabilities rather than shown as assets; and

          -Deposits,  surrenders, and benefits on annuity contracts are recorded
          as revenue  and expense in the  statutory  statements  of  operations.
          Under GAAP,  amounts  collected are credited  directly to policyholder
          account balances,  and benefits and claims that are charged to expense
          include benefits  incurred in the period that are in excess of related
          policyholder account balances.
<PAGE>

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

     =================================================== ===================== ====================
                                                                 1998                 1997
     --------------------------------------------------- --------------------- --------------------
                                                                                   As Restated

                               Net income
<S>                                                            <C>                   <C>
     Statutory net income                                      $  10,847             $  17,859
     Adjustments:
          Federal income taxes                                    (7,623)                1,982
          Deferred policy acquisition costs                       20,322                18,593
          Insurance reserves                                      (9,478)              (10,765)
          Investments                                              2,885                  (414)
          Pension benefits                                         1,135                 1,175
          Other                                                    2,998                (1,983)
                                                               ---------            ----------
     GAAP net income                                           $  21,086             $  26,447
                                                               =========             =========

                                 Surplus
     Statutory surplus                                          $205,756              $190,681
         Adjustments:
         Federal income taxes                                   (22,119)                9,411
         Deferred policy acquisition costs                      158,795               142,710
         Insurance reserves                                     (84,984)              (75,506)
         Investments                                             76,853                37,409
         Employee benefits                                      (19,183)              (20,072)
         Dividends payable to policyholders                      12,225                11,890
         Other                                                    8,590                 3,723
    --------------------------------------------------- --------------------- --------------------
    GAAP surplus                                               $335,933              $300,246
    =================================================== ===================== ====================
</TABLE>

     The effects of these  variances  on net income and surplus at December  31,
     1999, although not determined as of this date, are presumed to be material.

     Investments

     Investments  are  valued  as  prescribed  by the  National  Association  of
     Insurance  Commissioners (NAIC). Bonds and notes and short-term investments
     are generally  carried at amortized  cost,  preferred  stocks are stated at
     cost, common stocks of unaffiliated companies at market value, and mortgage
     loans at the unpaid balance,  adjusted for unamortized premium or discount.
     Bonds 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.

     Prepayment assumptions for loan-backed bonds and structured securities were
     obtained  from  industry  survey  values  or  internal   estimates.   These
     assumptions are consistent with the current interest rate environment.  The
     retrospective adjustment method is used to value all such securities.
<PAGE>

     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.  The Company  depreciates  the cost of electronic data
     processing  equipment and operating software on a straight-line  basis over
     no more than three years.

     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% to 5.0%. The
     1980 C.S.O. table is used with interest rate assumptions  ranging from 3.5%
     to 5.5%. With respect to older  policies,  the mortality table and interest
     assumptions  vary  from  the  American  Experience  table  with  2.5% to 4%
     interest to the 1941 C.S.O. table with 2.5% interest.  Approximately 24% of
     the life reserves are  calculated on a net level reserve basis and 76% 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 the continuous Commissioners' Annuity Reserve
     Valuation  Method  (CARVM) with interest  assumptions  ranging from 2.5% to
     7.5%.

     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% of  ordinary  life
     insurance in force and premiums received during 1999.

     Statutory Valuation Reserves

     The  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  sold. The
     AVR provides a reserve for  fluctuations in the values of invested  assets.
     Changes in the AVR are charged or credited directly to unassigned surplus.
<PAGE>

     Revenue Recognition

     Term life and whole  life  insurance  premiums  are  recognized  as premium
     income when due. Modal payment dates on the underlying  term and whole life
     policies can be monthly, quarterly,  semi-annually or annually. Annuity and
     other fund deposits are credited to revenue when received. Health insurance
     premiums and premiums for employee  benefit  coverages  are  recognized  as
     income when due.

     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.

     Benefit Plans

     The Company provides medical and life insurance  benefits for its retirees.
     Retirees  become  eligible to  participate in the medical and life coverage
     based upon age and years of service.  Retirees pay a portion of the medical
     coverage  premium based upon age.  Retirees can utilize sick leave balances
     to reduce required premium  payments.  There is no retiree premium for life
     coverage. The Company records an accrual for the estimated costs of retiree
     medical and life benefits over the period during which employees render the
     service that qualifies them for benefits.  Benefits are generally funded on
     a pay-as-you-go basis.

     Derivative Financial Instruments

     The Company enters into derivative  contracts,  such as 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.

     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.

     Reinsurance

     Reinsurance  premiums,  commission  expense  reimbursements,  and  reserves
     related to reinsured business ceded are accounted for on a basis consistent
     with those used in  accounting  for the  original  policies  issued and the
     terms of the  reinsurance  contracts.  Premiums and benefits ceded to other
     companies  have been reported as reductions of premium  income and benefits
     in the accompanying statements of operations.
<PAGE>

     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.

     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 statutory  statements of admitted assets,
     liabilities  and surplus and  operations for the reporting  period.  Actual
     results  could  differ  from those  estimates.  Investment  valuations  and
     insurance   reserves  are  most  affected  by  the  use  of  estimates  and
     assumptions.

     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 also uses derivative financial instruments at December 31, 1999
     and 1998, to manage interest rate exposures.

     The Company is subject to the risk that issuers of  securities or mortgages
     owned by the Company will default, or other parties,  including  reinsurers
     or  mortgagors  who owe the  Company  money,  will  not  pay.  The  Company
     minimizes this risk by adhering to a conservative  investment  strategy and
     by maintaining sound 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 statutory  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 and loss adjusting  practices
     that identify and minimize the potential adverse impact of this risk.

     The  Company is also  contingently  liable for  guaranty  fund  assessments
     related to the insolvencies of unaffiliated insurance companies.  Estimated
     accruals  of  $1,300,000  for such  assessments  have been  included in the
     accompanying statutory financial statements for both 1999 and 1998.
<PAGE>

     Statutory Accounting Practices

     The NAIC has developed a codification of Statements of Statutory Accounting
     Principles  (SSAPs)  which,  in  accordance  with the rules  adopted by the
     Insurance  Department,  will take  effect  January 1,  2001.  The effect of
     adopting the SSAPs will be reported as an adjustment to unassigned  surplus
     on the effective date. Although generally consistent with current statutory
     practices,  there are differences which could have a material impact on the
     Company. The ultimate impact on unassigned surplus has not been determined.

(3)  Disclosures About Fair Value of Financial Instruments

     Statement of Financial  Accounting  Standards  (SFAS) No. 107,  Disclosures
     About Fair Value of FinancialInstruments, requires disclosure of fair value
     information about certain on and off-balance  sheet financial  instruments.
     In cases where quoted market prices are not readily 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  rates 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  related to the
     realization of unrealized gains and losses can have a significant effect on
     fair value estimates and have not been taken into consideration.

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

     Cash, Short-term Investments and Accrued Investment Income

     The  carrying  amounts  reported in the  statutory  statements  of admitted
     assets,  liabilities and surplus for these  instruments  approximate  their
     fair values.

     Bonds and Stocks

     Fair values for bonds and notes are based on quoted  market  prices,  where
     available.  For bonds  and  notes 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  of
     preferred and unaffiliated common stocks are based on quoted market prices.
     The carrying  values and fair value for these  instruments  is disclosed in
     Note 4.

     Derivative Financial Instruments

     The carrying value and fair value of the derivative  financial  instruments
     are disclosed in Note 4.

     Mortgage Loans on Real Estate

     The fair value for mortgage loans is estimated  using  discounted cash flow
     analysis with 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 4.
<PAGE>

     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-type Contracts

     The  fair  values  of  the  Company's   liabilities  under  investment-type
     insurance  contracts  such  as  annuities  are  estimated  using  the  cash
     surrender  value of the  contracts.  The carrying  value and estimated fair
     value of these liabilities were  $1,048,621,000 and $1,044,371,000 for 1999
     and $1,100,994,000 and $1,096,826,000 for 1998, respectively.
<PAGE>

(4)  Investments

     Bonds and Notes

     The statement value,  which  principally  represents  amortized cost, gross
     unrealized  gains and losses and the estimated fair value of investments in
     bonds and  notes as of  December  31,  1999 and 1998 are as  follows  (000s
     omitted):

<TABLE>
<CAPTION>
     ======================================= =============== =============================== ===============
                                               Statement            Gross Unrealized           Estimated
                  December 31, 1999              Value           Gains           Losses        Fair Value
     --------------------------------------- --------------- --------------- --------------- ---------------
<S>                                          <C>                   <C>           <C>             <C>
     United States governments
        and agencies                        $        98,891            325           (970)           98,246
     Foreign government securities                   18,425            352            (35)           18,742
     Corporate securities                           763,184          8,962        (15,533)          756,613
     Mortgage-backed and other
        structured securities                       581,009          1,088        (24,074)          558,023
     Other debt securities                           47,816            495           (772)           47,539
     --------------------------------------- --------------- --------------- --------------- ---------------
     Total bonds and notes                   $    1,509,325        $11,222       $(41,384)       $1,479,163

     ======================================= =============== =============================== ===============
                                               Statement            Gross Unrealized           Estimated
                  December 31, 1998              Value           Gains           Losses        Fair Value
     --------------------------------------- --------------- --------------- --------------- ---------------
     United States governments
        and agencies                          $      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 and other
        structured securities                       524,821          9,794         (3,703)          530,912
     Other debt securities                           33,987          1,963              -            35,950
     --------------------------------------- --------------- --------------- --------------- ---------------
     Total bonds and notes                       $1,517,147        $68,771        $(5,332)       $1,580,586
     ======================================= =============== =============== =============== ===============
</TABLE>

     Cumulative  unrealized losses of $158,000 and $409,000 at December 31, 1999
     and 1998,  respectively,  have been  recorded for bonds and notes that have
     been  determined by the NAIC to have an impairment in value. In addition to
     the AVR  provision,  a loss  contingency  reserve  of  $1,700,000  has been
     established at December 31, 1999 and 1998, for projected bond losses.

     The statement value and estimated fair value of bonds and notes at December
     31, 1999, by contractual maturity, are shown below. Expected maturities may
     differ from contractual  maturities because borrowers may have the right to
     call or prepay  obligations  with or without call or prepayment  penalties.
     Because most  mortgage-backed  and other structured  securities provide for
     periodic  payments  throughout  their  lives,  they are  listed  below in a
     separate category.
<PAGE>

<TABLE>
<CAPTION>
     =================================================== ====================== ======================
                                                               Statement              Estimated
     (000's omitted)                                             Value               Fair Value
     --------------------------------------------------- ---------------------- ----------------------
<S>                                                              <C>                    <C>
     Due in one year or less                                     $   44,936              $  44,815
     Due after one year through five years                          559,458                557,268
     Due after five years through ten years                         228,070                225,330
     Due after ten years                                             95,852                 93,727
     --------------------------------------------------- ---------------------- ----------------------
     Total bonds                                                    928,316                921,140
     Mortgage-backed and other structured securities                581,009                558,023
     --------------------------------------------------- ---------------------- ----------------------
     Total bonds and notes                                       $1,509,325             $1,479,163
     =================================================== ====================== ======================
</TABLE>

     Proceeds from sales of bonds and notes were $574,495,000,  $66,335,000, and
     $43,061,000  during  1999,  1998 and  1997,  respectively.  Gross  gains of
     $4,163,000,  $1,735,000,  and  $589,000  and gross  losses  of  $6,240,000,
     $1,886,000,  and $137,000  were  realized on those sales in 1999,  1998 and
     1997, respectively.

     Stocks

     The cost, gross  unrealized  gains and losses,  and estimated fair value on
     unaffiliated stocks are as follows (000s omitted):

<TABLE>
<CAPTION>
     ====================================== =============== =============================== ===============
                                                                   Gross Unrealized           Estimated
                  December 31, 1999              Cost           Gains           Losses        Fair Value
     -------------------------------------- --------------- --------------- --------------- ---------------
<S>                                                <C>            <C>            <C>               <C>
     Common stock                            $      55,959        $22,887        $(2,567)          $76,279
     Preferred stock                                    41              -             (7)               34
     ====================================== =============== =============== =============== ===============

     ====================================== =============== =============================== ===============
                                                                   Gross Unrealized           Estimated
                  December 31, 1998              Cost           Gains           Losses        Fair Value
     -------------------------------------- --------------- --------------- --------------- ---------------
     Common stock                                  $55,551        $20,297        $(2,090)          $73,758
     Preferred stock                                    71              -             (4)               67
     ====================================== =============== =============== =============== ===============
</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% (the largest  State is Illinois with 14%) of the aggregate
     mortgage  loan  portfolio  balance  and  loans  of no  more  than 2% of the
     aggregate  mortgage loan balance are made to any one borrower.  In addition
     to the AVR, a loss contingency  reserve of $2,000,000 has been provided for
     mortgage loans on real estate as of December 31, 1999 and 1998.

     The carrying  value and estimated fair value of the mortgage loan portfolio
     at December 31, 1999 and 1998 are as follows (000s omitted):
<PAGE>

<TABLE>
<CAPTION>
     =============== ====================== ======================
                           Carrying               Estimated
                             Value               Fair Value
     --------------- ---------------------- ----------------------
<S>                        <C>                    <C>
     1999                  $    325,603           $    320,393
     1998                       306,037                328,591
     =============== ====================== ======================
</TABLE>

     Assets Designated

     The statement  value of assets  designated for regulatory  authorities  and
     held  on  deposit  accordingly  as of  December  31  are as  follows  (000s
     omitted):

<TABLE>
<CAPTION>
     ============================================= ====================== ======================
                                                                1999                   1998
     --------------------------------------------- ---------------------- ----------------------
<S>                                                <C>                            <C>
     Bonds and notes and short-term investments    $        1,454,904             $1,527,512
     Mortgage loans on real estate                            325,603                306,037
     Policy loans                                             101,831                101,569
     --------------------------------------------- ---------------------- ----------------------

     Total assets designated                       $         1,882,338            $1,935,118
     ============================================= ====================== ======================
</TABLE>

     Net Investment Income

     Components of net investment  income for the years ended December 31 are as
     follows (000s omitted):

<TABLE>
<CAPTION>
     ====================================== =================== =================== ===================
                                                     1999                 1998                1997
     -------------------------------------- ------------------- ------------------- -------------------
<S>                                               <C>                 <C>                 <C>
     Bonds and notes                              $112,788            $114,421            $123,395
     Stocks                                          1,431               1,198                 458
     Mortgage loans on real estate                  27,133              29,057              34,372
     Investment real estate                          9,486               9,244              10,158
     Policy loans                                    6,609               6,664               6,571
     Other invested assets                           2,060              (2,244)              4,711
     Short-term investments                          4,604               2,175               2,689
     Derivative financial instruments               (3,190)             (1,835)             (1,445)
     Other                                             328               2,911                  11
     -------------------------------------- ------------------- ------------------- -------------------
          Gross investment income                  161,249             161,591             180,920
     Less investment expenses                       12,334              12,593              12,728
     -------------------------------------- ------------------- ------------------- -------------------
          Net investment income                   $148,998            $168,192            $148,915
     ====================================== =================== =================== ===================
</TABLE>

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

     Realized Gains and Losses

     Net realized  investment  gains and losses for the years ended  December 31
     are summarized as follows (000s omitted):
<PAGE>

<TABLE>
<CAPTION>
     ============================================= ================= ================= =================
                                                              1999             1998              1997
     --------------------------------------------- ----------------- ----------------- -----------------
<S>                                                      <C>               <C>                <C>
     Bonds and notes                                     $(1,730)          $(1,645)           $1,843
     Stocks                                               10,872             3,832             2,853
     Mortgage loans on real estate                             5             2,965             1,030
     Investment real estate                                1,172               413             3,056
     Derivative financial instruments                          -              (108)                -
     Short-term investments and other
        invested assets                                        -            -                     12
     --------------------------------------------- ----------------- ----------------- -----------------
                                                          10,319             5,457             8,794
     Less:
        Capital gains tax                                  4,273             2,566             3,057
        Transfer to interest maintenance reserve          (1,053)            3,208             1,852
     --------------------------------------------- ----------------- ----------------- -----------------
          Net realized investment gains (losses)   $        7,099       $     (317)           $3,885
     ============================================= ================= ================= =================
</TABLE>

     Derivative Financial Instruments

     As of December 31, 1999,  the Company had an interest  rate swap  agreement
     with a major  financial  institution,  having  a  notional  amount  of $100
     million.  Under the agreement,  the Company receives interest payments at a
     floating  rate  based on an  interest  rate  index,  which  was 5.95% as of
     December 31, 1999, and pays interest on the same notional amount at a fixed
     rate,  which was 6.96%.  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 2000.  As of
     December  31,  1999 and  1998,  the fair  value of the  interest  rate swap
     agreement was ($386,000) and ($3,420,000), respectively. This negative fair
     value  represents  the  estimated  amount the Company  would have to pay to
     cancel the contract or transfer it to another party.

     The Company had three interest rate cap agreements with two major financial
     institutions  which  terminated in 1999.  The Company paid  $2,280,000  for
     these agreements.  The agreements  entitled 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  was  amortized  over  the  term of the
     agreements.

     The Company had a one-year total return swap agreement which  terminated in
     1999.  The purpose was to increase  exposure to the high yield bond market,
     consistent with the Company's strategic asset allocation.  The Company paid
     interest on a notional  amount of $25 million based on the one-month  LIBOR
     interest  rate and  received the total return of a high yield bond index on
     the same notional amount. Net settlements were made quarterly. The position
     was further hedged by ownership of a $25 million  one-year bond that paid a
     floating  rate that was also  based  upon  LIBOR.  The net  effect  was 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.  The Company recognized  ($930,000) and
     $511,000  of  income  in 1999  and  1998,  respectively,  relating  to this
     derivative investment.

     During 1999,  the Company  invested in short  Municipal  Bond Index futures
     with a face  amount of  approximately  $14.1  million.  The  purpose of the
     investment is to help reduce overall general account  duration,  consistent
     with the Company's strategic asset allocation.
<PAGE>

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

     Real Estate

     A  summary  of real  estate  held as of  December  31 is as  follows  (000s
     omitted):

<TABLE>
<CAPTION>
     =================================== ================== ====================
                                                 1999                   1998
     ----------------------------------- ------------------ --------------------
     Cost:
<S>                                              <C>                  <C>
        Investment real estate                   $74,713              $83,537
        Home office                               16,390               16,064
     ----------------------------------- ------------------ --------------------
                                                  91,103               99,601
     Less accumulated depreciation                32,357               37,256
     ----------------------------------- ------------------ --------------------
     Total real estate                           $58,746              $62,345
     =================================== ================== ====================
</TABLE>

     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 AVR provision,  a loss contingency reserve of $2,100,000 at
     December 31, 1999 and 1998, has been provided for potential  impairments of
     investment real estate.

     Self-occupancy Rent

     Under statutory accounting practices, the Company is required to include in
     investment  income and  general  insurance  expense an amount  representing
     rental  income  for  occupancy  of its  own  buildings.  Investment  income
     includes  self-occupancy  rental  income  of  $1,077,181,   $1,113,977  and
     $1,092,600 in 1999, 1998 and 1997, respectively.

(5)  Note Payable

     As of December 31, 1999 and 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% 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.

(6)  Related Party Transactions

     The Company has entered into an agreement  of  permanent  affiliation  with
     CUNA Mutual Insurance  Society (CMIS),  a mutual life 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
<PAGE>

     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.

     CMLIC  allocated  expenses of $31,048,000 in 1999,  $30,586,000 in 1998 and
     $25,278,000 in 1997 to CMIS and its affiliates.  CMIS allocated expenses to
     the Company of $41,864,000 in 1999,  $37,818,000 in 1998 and $34,096,000 in
     1997.

     Equity  security  investments  on December  31, 1999 and 1998,  include the
     Company's  wholly  owned  subsidiary,  CMIA  Wisconsin,  Inc.  and  the 50%
     ownership of CIMCO Inc. (CIMCO), a registered  investment advisor. A wholly
     owned subsidiary,  Red Fox Motor Hotel  Corporation,  was dissolved in 1999
     and the Company  realized a gain of  $213,000.  The  carrying  value of the
     subsidiary  investments  was $5,806,000 and $3,278,000 at December 31, 1999
     and 1998, respectively.

     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),  a wholly owned  subsidiary of CMIS, with a stated maturity date of
     January 15, 2011. The effective  yield on the date of the agreement in 1995
     was 10.62%.  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 statement value of the note was
     $3.4  million  and $5.1  million  at 1999 and  1998,  respectively,  and is
     included in other invested assets. The Company  recognized  interest income
     of $33,000 in 1999,  $676,000 in 1998 and  $1,074,000  in 1997  relating to
     this note.

     The Company is party to an  agreement  with CIMCO for  investment  advisory
     services.   CIMCO  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 $2,350,000,  $2,172,000,
     and $2,115,000 for 1999, 1998, and 1997, 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  $12,533,000  and
     $20,332,000  at 1999 and 1998,  respectively,  and is included  with common
     stocks.
<PAGE>

(7)  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 ten subaccounts,  which invest exclusively
     in  shares  of a single  corresponding  fund.  Nine of the  funds - 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 are offered as  investment
     options for the first generation of the Company's  variable  universal life
     product.  The tenth fund, Mid-Cap Stock, is offered as an investment option
     for a second generation of the variable  universal life product,  while the
     Treasury 2000 is not available for this generation. 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 and Mid-Cap
     Stock,  plus High  Income and  Developing  Markets  subaccounts.  The third
     component  is used for the  investment  of  premiums  received  on variable
     annuity  contracts  and has 11  subaccounts,  which  invest  in all but the
     Treasury 2000 fund, plus High Income and Developing Markets subaccounts.

(8)  Annuity Reserves and Deposit Liabilities

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

<TABLE>
<CAPTION>
     ========================================================= ================== ===================
                                                                          1999               1998
     --------------------------------------------------------- ------------------ -------------------
<S>                                                                <C>                 <C>
     Subject to discretionary withdrawal:
        With market value adjustment                               $  923,751         $   724,535
        At book value less surrender charge of 5% or more             244,875             298,044
        At market value                                             1,706,174           1,181,132
        At book value, with minimal or no charge adjustment           699,544             714,170
     Not subject to discretionary withdrawal                           46,948              41,091
     --------------------------------------------------------- ------------------ -------------------
                                                                    3,621,292           2,958,972
     Reinsurance ceded                                                378,290             395,706
     --------------------------------------------------------- ------------------ -------------------
     Total annuity reserves                                        $3,243,002          $2,563,266
     ========================================================= ================== ===================
</TABLE>

(9)  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 remains  contingently liable in the event
     that a  reinsurer  is  unable  to meet the  obligations  assumed  under the
     reinsurance agreements.

     The effects of reinsurance on premium income and on claims benefit expenses
     incurred are as follows (000s omitted):
<PAGE>

<TABLE>
<CAPTION>
     ======================================== ================= ================= =================
                                                      1999              1998              1997
     ---------------------------------------- ----------------- ----------------- -----------------
<S>                                                <C>               <C>               <C>
     Premium income:
        Direct                                     $506,538          $458,408          $423,146
        Assumed from affiliates                      56,846            48,355            39,644
        Ceded to affiliates                          20,875            18,369            30,118
        Ceded to non-affiliates                       4,700             3,899             3,062
     ---------------------------------------- ----------------- ----------------- -----------------
     Premium income, net of reinsurance            $537,809          $484,495          $429,610
     ---------------------------------------- ----------------- ----------------- -----------------
     Benefit expenses:
        Direct                                     $233,737          $136,727          $100,413
        Assumed from affiliates                      17,591            13,875            11,266
        Ceded to affiliates                          10,857            12,278            11,141
        Ceded to non-affiliates                         677             1,389             1,360
     ---------------------------------------- ----------------- ----------------- -----------------
     Benefit expenses, net of reinsurance          $239,794          $136,935         $  99,178
     ======================================== ================= ================= =================
</TABLE>

     Policy reserves and claim  liabilities  are net of reinsurance  balances of
     (000s  omitted)  $453,448  and  $464,940  at  December  31,  1999 and 1998,
     respectively.

(10) Liability for Claim Reserves

     Activity in the liability for accident and health claim reserves,  which is
     included in the  liabilities  for policy  reserves  and policy and contract
     claims  in  the  accompanying  statutory  statements  of  admitted  assets,
     liabilities and surplus, is summarized as follows (000s omitted):

<TABLE>
<CAPTION>
     ================================================= ================== ==================
                                                               1999               1998
     ------------------------------------------------- ------------------ ------------------
<S>                                                            <C>                <C>
     Balance as of January 1, net of reinsurance
        recoverables of $820 and $679                           $6,820             $5,589
     Incurred related to:
        Current year                                             9,238              5,960
        Prior year                                              (1,809)              (464)
     ------------------------------------------------- ------------------ ------------------
        Total incurred                                           7,429              5,496
     ------------------------------------------------- ------------------ ------------------
     Paid related to:
        Current year                                             3,543              2,766
        Prior years                                              1,971              1,499
     ------------------------------------------------- ------------------ ------------------
        Total paid                                               5,514              4,265
     ------------------------------------------------- ------------------ ------------------
     Balance as of December 31, net of reinsurance
        recoverables of $1,043 and $820                         $8,735             $6,820
     ================================================= ================== ==================
</TABLE>

     The  liability  for  accident  and health  claim  reserves  for prior years
     decreased  by  $1,809,000  in 1999 and  $464,000 in 1998 due to  experience
     improvements as determined by the actuarial analyses of claim reserves.

(11) Federal Income Taxes

     The Company files a  consolidated  life/nonlife  federal  income tax return
     with its subsidiaries. The Company's policy is to collect from or refund to
     its  subsidiaries  the amount of taxes  applicable to its operations had it
     filed a separate  return.  Net federal  income taxes payable or recoverable
     reflect  balances  payable  to or due from  subsidiaries  and the  Internal
     Revenue Service (IRS) as follows (000s omitted):
<PAGE>

<TABLE>
<CAPTION>
     ========================= ====================== ======================
                                       1999                   1998
     ------------------------- ---------------------- ----------------------
<S>                                      <C>                     <C>
     Due from subsidiaries                $     -                $     -
     Due (to)/from IRS                    (15,906)                (5,025)
                                          --------              --------
                                         $(15,906)               $(5,025)
     ========================= ====================== ======================
</TABLE>

     The actual federal income tax expense  differs from  "expected" tax expense
     computed by applying the  statutory  federal  income tax rate of 35% to the
     earnings  before  federal  income  taxes  and net  realized  capital  gains
     (losses) for the following reasons (000s omitted):

<TABLE>
<CAPTION>
     ================================ ======================== ========================= ========================
                                               1999                      1998                     1997
                                        Amount      Percent      Amount       Percent      Amount      Percent
     -------------------------------- ------------ ----------- ------------ ------------ ----------- ------------
<S>                                      <C>          <C>         <C>          <C>         <C>          <C>
     Tax expense
        computed at federal
        corporate tax rate               $6,824       35.0%       $5,460       35.0%        $9,164      35.0%
     Nontaxable
        investment income                (2,959)     (15.2)       (2,587)     (16.6)        (1,419)     (5.4)
     Mutual life insurance
        company differential
        earnings tax                      3,276       16.8         3,450       22.1          4,200      16.0
     Deferred acquisition costs             870        4.5           681        4.4          1,465       5.6
     Book and tax reserve
        change                             (527)      (2.7)       (1,569)     (10.1)          (670)     (2.6)
     Prior-year over/under
        accrual                            (979)      (5.0)          (72)      (0.5)          (200)      (.8)
     General and
     administrative expenses              1,208        6.2          (543)      (3.5)
     Other, net                            (170)      (0.9)         (619)      (3.9)           857       3.3
     Accrued policyholder
        dividends                           259        1.3           235        1.5         (1,189)     (4.5)
     -------------------------------- ------------ ----------- ------------ ------------ ----------- ------------
          Total federal income
             tax expense                 $7,802       40.0%       $4,436       28.4%       $12,208      46.6%
     ================================ ============ =========== ============ ============ =========== ============
</TABLE>

     The Company's  consolidated  federal income tax return has been examined by
     the IRS through the year ending December 31, 1996. No material  adjustments
     resulted from the examination.

(12) Benefit Plans

     Post Retirement Benefit

     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  $43,871,000  for the defined  benefit pension
     plans. Plan assets are now invested primarily in the Ultra Series Funds, an
     affiliated  investment,  which  serves as the  investment  vehicle  for the
     Company's  variable  insurance,  annuity  and pension  products.  The total
     pension  expense for 1999, 1998 and 1997 was  $1,812,000,  $2,614,000,  and
     $2,674,000, respectively.
<PAGE>

     The Company also 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.

     Financial information related to the plans is shown below (000s omitted):

<TABLE>
<CAPTION>
                                                      Pension Benefits                   Other Benefits
                                                   1999              1998             1999             1998
                                             ----------------- ----------------- ---------------- ---------------
<S>                                          <C>               <C>               <C>                <C>
   Benefit obligation at December 31         $     (53,672)    $     (47,912)    $(8,738)           $(8,616)

   Fair value of plan assets at
        December 31                                 62,312            54,074           -                -
                                             ----------------- ----------------- ---------------- ---------------
   Funded status                                     8,640             6,162      (8,738)            (8,616)
   Unrecognized prior service cost                      -                  -          20                 32
   Unrecognized net (gain) loss                     (15,541)         (14,444)        749              1,704
   Unrecognized net transition
        (asset) liability                            (1,232)               -       1,467              1,599
                                             ----------------- ----------------- ---------------- ---------------
   (Accrued) prepaid benefit cost            $       (8,133)   $      (8,282)    $(6,502)           $(5,281)
                                             ================= ================= ================ ===============
   Benefit cost                              $         1,187   $            744  $ 1,506            $ 1,577
                                             ================= ================= ================ ===============

                                                      Pension Benefits                   Other Benefits
                                                   1999              1998             1999             1998
                                             ------------------ ---------------- ---------------- ---------------
   Discount rate                                  7.0%               7.0%             7.5%             7.5%
   Expected return on plan assets                 7.0%               7.0%             8.0%             8.0%
   Rate of compensation increase                  5.0%               5.0%             5.0%             5.0%
</TABLE>

     For measurement purposes, an 8.5% annual rate of increase in the per capita
     cost of covered  health care  benefits  was assumed for 1999.  The rate was
     assumed to decrease gradually to 5.0%.

     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% of the employees' contributions,  up to a maximum of 3%
     of the employees'  salaries.  The Company  contributions were approximately
     $1,379,000,  $1,212,000 and $998,000 for the years ended December 31, 1999,
     1998 and 1997, respectively.
<PAGE>

     Nonqualified Pension Plans

     In addition to the defined benefit and defined contribution plans mentioned
     above, the Company has a variety of deferred  compensation and supplemental
     benefit plans available to qualifying employees. Liabilities of these plans
     totaled  $2,079,000  and  $1,929,000  as of  December  31,  1999 and  1998,
     respectively.

(13) Statutory Financial Data

     Iowa has  adopted  Risk Based  Capital  (RBC)  requirements  for U. S. life
     insurers.  If prescribed levels of RBC are not maintained,  certain actions
     may be required on the part of the Company or its  regulators.  At December
     31, 1999,  the Total Adjusted  Capital and Authorized  Control Level - Risk
     Based  Capital  for  the  Company  were   $291,858,000   and   $49,642,000,
     respectively.  At this  level of  total  adjusted  capital,  no  action  is
     required.

(14) Commitments and Contingencies

     The Company  participates in a securities  lending  program.  The Company's
     policy  requires  that a minimum  of 102% of the fair  value of the  loaned
     securities  must  be  fully   collateralized  with  cash,  U.S.  Government
     securities or irrevocable  bank letters of credit.  The security  custodian
     monitors the collateral position on a daily basis. At December 31, 1999 and
     1998,  the  amortized  cost of  securities  loaned by the  Company  totaled
     $54,420,000 and $9,935,000 respectively.

     The  Company is liable for  guaranty  fund  assessments  related to certain
     unaffiliated insurance companies that have become insolvent during 1999 and
     prior. The Company includes a provision for all known assessments that will
     be  levied as well as an  estimate  of  amounts  (net of  estimated  future
     premium tax recoveries) that it believes will be assessed in the future for
     which the life insurance industry has estimated the cost to cover losses to
     policyholders.  The  Company  is also  contingently  liable  for any future
     guaranty fund assessments related to insolvencies of unaffiliated insurance
     companies for which the life insurance industry has been unable to estimate
     the cost to cover losses to policyholders.

     The  Company is a defendant  in various  legal  actions  arising out of the
     conduct  of its  business.  In the  opinion  of  management,  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 of Selected Financial Data
                          Year Ended December 31, 1999
                                 (in thousands)

The following is a summary of certain  financial data included in other exhibits
and schedules subjected to audit procedures by independent auditors and utilized
by actuaries in the determination of reserves.

<TABLE>
<CAPTION>

      Investment income earned

<S>                                                                  <C>
      Government bonds                                                    4,578
      Other bonds (unaffiliated)                                        108,210
      Bonds of affiliates                                                    --
      Preferred stocks (unaffiliated)                                         4
      Preferred stocks of affiliates                                         --
      Common stocks (unaffiliated)                                        1,427
      Common stocks of affiliates                                           --
      Mortgage loans on real estate                                      27,133
      Real estate                                                         9,486
      Premium notes, policy loans and liens                               6,609
      Collateral loans                                                       --
      Cash on hand and on deposit                                            96
      Short-term investments                                              4,604
      Other invested assets                                               2,060
      Derivative financial instruments                                  (3,190)
      Aggregate write-in for investment income                              232
                                                                           ----
      Gross investment income                                          $161,249
                                                                       ========

      Real estate owned - book value less encumbrances                $  58,746
                                                                      =========

      Mortgage loans - book value:

      Farm mortgages                                                       $ --
      Residential mortgages                                                  --
      Commercial mortgages                                              325,603
                                                                       --------
      Total mortgage loans                                            $ 325,603
                                                                      =========

      Mortgage loans by standing - book value:

      Good standing                                                   $ 311,656
      Good standing with restructured terms                               8,057
    Interest overdue more than three months,
       not in foreclosure                                                 5,890
      Foreclosure in process                                                 --

      Other long-term assets - statement value                        $  14,962
      Collateral loans                                                       --

    Bonds and stocks of parents, subsidiaries and
         affiliates - book value
      Bonds                                                                  --
      Preferred stocks                                                       --
      Common stocks                                                         266

      Bonds and short-term investments by class and maturity:
      Bonds by maturity - statement value
      Due within one year or less                                       219,908
      Over 1 year through 5 years                                       793,294
      Over 5 years through 10 years                                     479,631
      Over 10 years through 20 years                                     79,800
      Over 20 years                                                      19,162
                                                                        -------
      Total by maturity                                              $1,591,795
                                                                     ==========
<PAGE>

      Bonds by class - statement value
      Class 1                                                         1,150,780
      Class 2                                                           333,423
      Class 3                                                            72,830
      Class 4                                                            25,792
      Class 5                                                             7,924
      Class 6                                                             1,046
                                                                         ------
      Total by class                                                 $1,591,795
                                                                     ==========

      Total bonds publicly traded                                    $1,217,533
      Total bonds privately placed                                      374,262

      Preferred stocks - statement value                                     41
      Common stocks - market value                                       82,086
      Short-term investments - book value                                82,470
      Financial options owned - statement value                           1,184
      Financial options written and in force - statement value               --
      Financial futures contracts open - current price                       --
      Cash on deposit                                                     5,049


      Life insurance in force:
      Industrial                                                          $  --
      Ordinary                                                       11,701,626
      Credit life                                                            --
      Group life                                                      2,809,157

      Amount of accidental death insurance in force under
         ordinary policies                                              446,238

      Life insurance policies with disability provisions in force:

      Industrial                                                             --
      Ordinary                                                        5,221,971
      Credit life                                                            --
      Group life                                                             40

      Supplementary contracts in force:
      Ordinary - not involving life contingencies
      Amount on deposit                                                  52,856
      Income payable                                                      7,877

      Ordinary - involving life contingencies
      Income payable                                                      4,144

      Group - not involving life contingencies
      Amount of deposit                                                      --
      Income payable                                                         --

      Group - involving life contingencies
      Income payable                                                         --

      Annuities:
      Ordinary

         Immediate - amount of income payable                             2,095
         Deferred - fully paid - account balance                        532,497
         Deferred - not fully paid - account balance                  1,905,531
<PAGE>

      Group

      Immediate - amount of income payable                                   --
      Fully paid account payable                                             --
           Not fully paid - account balance                                  --

        Accident and health insurance - premiums in force:

        Ordinary                                                      $   2,767
        Group                                                            22,518
        Credit                                                               --

        Deposit funds and dividend accumulations:

        Deposit funds - account balance                                   1,149
        Dividend accumulations - account balance                        158,377

        Claim payments 1999:
        Group accident and health - year ended December 31
        1999                                                              3,186
        1998                                                              1,385
        1997                                                                 55
        1996                                                                 30
        1995                                                                 11
        Prior                                                                74

        Other accident and health
        1999                                                                357
        1998                                                                164
        1997                                                                 54
        1996                                                                 54
        1995                                                                 53
        Prior                                                                92

        Other coverages that use developmental methods
         To calculate claims reserves
        1999                                                                 --
        1998                                                                 --
        1997                                                                 --
        1996                                                                 --
        1995                                                                 --
        Prior                                                                --

        See accompanying independent auditors' report.
</TABLE>
<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.  At your  request,  we will provide an
illustration based upon your Age, planned premium payments and other factors.

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

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

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

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

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

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

Factors That Do Not Vary

All the illustrations make the following assumptions:

     -    The Insured is a Standard Non Tobacco User.

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

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

     -    No loans are taken.

     -    No Partial Withdrawals are made.

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

     -    No changes are made to the Specified Amount.

     -    No transfer fees are incurred.

     -    The Policy has no riders.

     -    The charge for state Premium Expense Charge is 2%.

     -    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 -1.79%,  4.21% and  10.21%,  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.
<PAGE>
The table below shows for each Subaccount the total of the mortality and expense
fee and the underlying series level fees.


<TABLE>
<CAPTION>
                                                  Mortality & Expense        Fund Fees*            Total
<S>                                                        <C>                   <C>                <C>
Money Market                                               0.90                  0.46               1.36
Bond                                                       0.90                  0.56               1.46
Balanced                                                   0.90                  0.71               1.61
Growth and Income Stock                                    0.90                  0.61               1.51
Capital Appreciation Stock                                 0.90                  0.81               1.71
Mid-Cap Stock                                              0.90                  1.01               1.91
T. Rowe Price International Stock                          0.90                  1.05               1.95
MFS Global Governments                                     0.90                  0.91               1.81
MFS Emerging Growth                                        0.90                  0.84               1.74
Oppenheimer High Income/VA                                 0.90                  0.75               1.65
Templeton Developing Markets Securities
  Fund - Class 2                                           0.90                  1.79               2.69

Average                                                    0.90                  0.86               1.76
</TABLE>


*   The illustrations on the following pages are computed using the average 1.79
    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, or a different risk  classification.  Policy values would
change if premiums  were paid at different  times or in different  amounts or if
investment  rates of return  fluctuated  up and  down.  Policy  values  based on
current  mortality charges would be lower if we did not pay the dividends it has
projected but not  guaranteed.  (Dividends  are expected to be paid beginning in
policy year 11 and are  projected at 0.70% of policy  value during  policy years
11-20 and 1.10% of policy value during policy years 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>
<TABLE>
<CAPTION>

                          ILLUSTRATION OF POLICY VALUES
                      MEMBERS(R) Variable Universal Life II
                  ISSUED BY CUNA MUTUAL LIFE INSURANCE COMPANY
                                    NUMBER 1

Male Standard Non Tobacco User                                                                                 Age at Issue: 35
Specified Amount: $100,000                                                                               Annual Premium: $1,200
Planned Premium Payable Annually for: 30 years                                              Based on: Current Mortality Charges
Policy Loans and Withdrawal: None                                                                 Projected Dividends: Included
Hypothetical Gross Rates of Return: 0%, 6%, and 12%                                                    Death Benefit: Option 1*
===============================================================================================================================
           Premiums
            Accum at
 End of       5%                 0.00% GROSS                        6.00% GROSS                        12.00% GROSS
  Year     Interest              (-1.76% NET)                       (4.24% NET)                        (10.24% NET)
           per year
                      ---------------------------------------------------------------------------------------------------------
                        Death      Accum      Surrender  Death     Accum        Surrender  Death     Accum      Surrender
                       Benefit     Value      Value      Benefit   Value        Value      Benefit   Value      Value
===============================================================================================================================
<S>        <C>         <C>         <C>        <C>        <C>         <C>        <C>        <C>       <C>        <C>
    1       1,260      100,000        870         99     100,000        932        161     100,000       993        222
    2       2,583      100,000      1,719        986     100,000      1,896      1,163     100,000     2,081      1,348
    3       3,972      100,000      2,540      1,847     100,000      2,889      2,196     100,000     3,269      2,576
    4       5,431      100,000      3,338      2,683     100,000      3,916      3,261     100,000     4,569      3,914
    5       6,962      100,000      4,110      3,532     100,000      4,974      4,396     100,000     5,991      5,413
    6       8,570      100,000      4,855      4,354     100,000      6,064      5,563     100,000     7,546      7,045
    7      10,259      100,000      5,571      5,185     100,000      7,186      6,800     100,000     9,248      8,862
    8      12,032      100,000      6,257      5,988     100,000      8,338      8,069     100,000    11,108     10,839
    9      13,893      100,000      6,916      6,762     100,000      9,526      9,372     100,000    13,148     12,994
   10      15,848      100,000      7,544      7,544     100,000     10,746     10,746     100,000    15,382     15,382
   15      27,189      100,000     11,369     11,369     100,000     18,849     18,849     100,000    32,209     32,209
   20      41,663      100,000     14,598     14,598     100,000     28,852     28,852     100,000    60,492     60,492
   25      60,136      100,000     17,127     17,127     100,000     41,773     41,773     147,285   109,914    109,914
   30      83,713      100,000     18,120     18,120     100,000     57,965     57,965     236,024   193,462    193,462
===============================================================================================================================
</TABLE>

IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those  shown and will depend on a number of  factors,  including  your choice of
investment  allocations  and  the  investment  results  of each  series  of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the  Policy  Value on the  date of death  multiplied  by the  Death  Benefit
Percentage Factor described in the section of the prospectus titled The Policy -
Death Benefit Proceeds.

<PAGE>
<TABLE>
<CAPTION>

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

Male Standard Non Tobacco User                                                                                 Age at Issue: 35
Specified Amount: $100,000                                                                               Annual Premium: $1,200
Planned Premium Payable Annually for: 30 years                                          Based on: Guaranteed  Mortality Charges
Policy Loans and Withdrawal: None                                                             Projected Dividends: Not Included
Hypothetical Gross Rates of Return: 0%, 6%, and 12%                                                    Death Benefit: Option 1*
===============================================================================================================================
           Premiums
            Accum at
 End of       5%                 0.00% GROSS                        6.00% GROSS                        12.00% GROSS
  Year     Interest              (-1.61% NET)                       (4.39% NET)                        (10.39% NET)
           per year
                      ---------------------------------------------------------------------------------------------------------
                        Death      Accum      Surrender   Death     Accum       Surrender  Death    Accum        Surrender
                       Benefit     Value      Value      Benefit    Value       Value      Benefit  Value        Value
===============================================================================================================================
<S>        <C>         <C>         <C>        <C>        <C>         <C>        <C>        <C>       <C>          <C>
    1       1,260      100,000        870         99     100,000        932        161     100,000       993          222
    2       2,583      100,000      1,719        986     100,000      1,896      1,163     100,000     2,081        1,348
    3       3,972      100,000      2,540      1,847     100,000      2,889      2,196     100,000     3,269        2,576
    4       5,431      100,000      3,338      2,683     100,000      3,916      3,261     100,000     4,569        3,914
    5       6,962      100,000      4,110      3,532     100,000      4,974      4,396     100,000     5,991        5,413
    6       8,570      100,000      4,855      4,354     100,000      6,064      5,563     100,000     7,546        7,045
    7      10,259      100,000      5,571      5,185     100,000      7,186      6,800     100,000     9,248        8,862
    8      12,032      100,000      6,257      5,988     100,000      8,338      8,069     100,000    11,108       10,839
    9      13,893      100,000      6,916      6,762     100,000      9,526      9,372     100,000    13,148       12,994
   10      15,848      100,000      7,544      7,544     100,000     10,746     10,746     100,000    15,382       15,382
   15      27,189      100,000     10,386     10,386     100,000     17,591     17,591     100,000    30,543       30,543
   20      41,663      100,000     12,124     12,124     100,000     25,257     25,257     100,000    54,942       54,942
   25      60,136      100,000     12,147     12,147     100,000     33,495     33,495     127,053    94,815       94,815
   30      83,713      100,000      9,387      9,387     100,000     41,935     41,935     193,483   158,592      158,592
===============================================================================================================================
</TABLE>

IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those  shown and will depend on a number of  factors,  including  your choice of
investment  allocations  and  the  investment  results  of each  series  of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the  Policy  Value on the  date of death  multiplied  by the  Death  Benefit
Percentage Factor described in the section of the prospectus titled The Policy -
Death Benefit Proceeds.

<PAGE>
<TABLE>
<CAPTION>

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

Male Standard Non Tobacco User                                                                                 Age at Issue: 35
Specified Amount: $100,000                                                                               Annual Premium: $1,200
Planned Premium Payable Annually for: 30 years                                              Based on: Current Mortality Charges
Policy Loans and Withdrawal: None                                                                 Projected Dividends: Included
Hypothetical Gross Rates of Return: 0%, 6%, and 12%                                                    Death Benefit: Option 2*
===============================================================================================================================
          Premiums
           Accum at
End of       5%                 0.00% GROSS                        6.00% GROSS                        12.00% GROSS
 Year     Interest              (-1.61% NET)                       (4.39% NET)                        (10.39% NET)
          per year
                     ---------------------------------------------------------------------------------------------------------
                       Death     Accum     Surrender   Death       Accum       Surrender  Death    Accum       Surrender
                       Benefit   Value     Value       Benefit     Value       Value      Benefit  Value       Value
===============================================================================================================================
<S>        <C>         <C>       <C>        <C>        <C>         <C>         <C>        <C>      <C>         <C>
    1       1,260      100,869      869         98     100,930        930         159     100,991       991        220
    2       2,583      101,713    1,713        981     101,890      1,890       1,157     102,074     2,074      1,342
    3       3,972      102,531    2,531      1,837     102,878      2,878       2,185     103,256     3,256      2,562
    4       5,431      103,321    3,321      2,666     103,896      3,896       3,240     104,545     4,545      3,889
    5       6,962      104,084    4,084      3,506     104,942      4,942       4,364     105,951     5,951      5,373
    6       8,570      104,817    4,817      4,316     106,015      6,015       5,514     107,483     7,483      6,982
    7      10,259      105,519    5,519      5,133     107,115      7,115       6,730     109,154     9,154      8,768
    8      12,032      106,190    6,190      5,920     108,243      8,243       7,973     110,975    10,975     10,705
    9      13,893      106,828    6,828      6,674     109,397      9,397       9,243     112,961    12,961     12,807
   10      15,848      107,432    7,432      7,432     110,576     10,576      10,576     115,126    15,126     15,126
   15      27,189      111,135   11,135     11,135     118,412     18,412      18,412     131,387    31,387     31,387
   20      41,663      114,131   14,131     14,131     127,796     27,796      27,796     158,047    58,047     58,047
   25      60,136      116,194   16,194     16,194     139,213     39,213      39,213     203,238   103,238    103,238
   30      83,713      116,343   16,343     16,343     151,900     51,900      51,900     278,139   178,139    178,139
===============================================================================================================================
</TABLE>

IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those  shown and will depend on a number of  factors,  including  your choice of
investment  allocations  and  the  investment  results  of each  series  of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Policy  Value on date of death,  or (2) the Policy Value on the date of
death multiplied by the Death Benefit Percentage Factor described in the section
of the prospectus titled The Policy - Death Benefit Proceeds.

<PAGE>
<TABLE>
<CAPTION>

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

Male Standard Non Tobacco User                                                                                 Age at Issue: 35
Specified Amount: $100,000                                                                               Annual Premium: $1,200
Planned Premium Payable Annually for: 30 years                                           Based on: Guaranteed Mortality Charges
Policy Loans and Withdrawal: None                                                             Projected Dividends: Not Included
Hypothetical Gross Rates of Return: 0%, 6%, and 12%                                                    Death Benefit: Option 2*
===============================================================================================================================
          Premiums
           Accum at
End of       5%                 0.00% GROSS                        6.00% GROSS                        12.00% GROSS
 Year     Interest              (-1.61% NET)                       (4.39% NET)                        (10.39% NET)
          per year
                     ---------------------------------------------------------------------------------------------------------
                      Death         Accum     Surrender Death        Accum      Surrender  Death        Accum     Surrender
                      Benefit       Value     Value     Benefit      Value      Value      Benefit      Value     Value
===============================================================================================================================
<S>            <C>         <C>         <C>        <C>        <C>         <C>         <C>        <C>       <C>          <C>
    1           1,260      100,869        869         98     100,930        930         159     100,991       991          220
    2           2,583      101,713      1,713        981     101,890      1,890       1,157     102,074     2,074        1,342
    3           3,972      102,531      2,531      1,837     102,878      2,878       2,185     103,256     3,256        2,562
    4           5,431      103,321      3,321      2,666     103,896      3,896       3,240     104,545     4,545        3,889
    5           6,962      104,084      4,084      3,506     104,942      4,942       4,364     105,951     5,951        5,373
    6           8,570      104,817      4,817      4,316     106,015      6,015       5,514     107,483     7,483        6,982
    7          10,259      105,519      5,519      5,133     107,115      7,115       6,730     109,154     9,154        8,768
    8          12,032      106,190      6,190      5,920     108,243      8,243       7,973     110,975    10,975       10,705
    9          13,893      106,828      6,828      6,674     109,397      9,397       9,243     112,961    12,961       12,807
   10          15,848      107,432      7,432      7,432     110,576     10,576      10,576     115,126    15,126       15,126
   15          27,189      110,095     10,095     10,095     117,052     17,052      17,052     129,539    29,539       29,539
   20          41,663      111,499     11,499     11,499     123,838     23,838      23,838     151,650    51,650       51,650
   25          60,136      110,954     10,954     10,954     130,085     30,085      30,085     185,237    85,237       85,237
   30          83,713      107,382      7,382      7,382     134,249     34,249      34,249     235,895   135,895      135,895
===============================================================================================================================
</TABLE>

IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those  shown and will depend on a number of  factors,  including  your choice of
investment  allocations  and  the  investment  results  of each  series  of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Policy  Value on date of death,  or (2) the Policy Value on the date of
death multiplied by the Death Benefit Percentage Factor described in the section
of the prospectus titled The Policy - Death Benefit Proceeds.

<PAGE>
<TABLE>
<CAPTION>

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

Male Standard Non Tobacco User                                                                                 Age at Issue: 50
Specified Amount: $100,000                                                                               Annual Premium: $2,500
Planned Premium Payable Annually for: 30 years                                              Based on: Current Mortality Charges
Policy Loans and Withdrawal: None                                                                 Projected Dividends: Included
Hypothetical Gross Rates of Return: 0%, 6%, and 12%                                                    Death Benefit: Option 1*
===============================================================================================================================
           Premiums
            Accum at
 End of       5%                 0.00% GROSS                        6.00% GROSS                        12.00% GROSS
  Year     Interest              (-1.61% NET)                       (4.39% NET)                        (10.39% NET)
           per year
                      ---------------------------------------------------------------------------------------------------------
                       Death        Accum     Surrender  Death      Accum       Surrender   Death      Accum     Surrender
                       Benefit      Value     Value      Benefit    Value       Value       Benefit    Value     Value
===============================================================================================================================
<S>        <C>          <C>         <C>        <C>        <C>        <C>         <C>         <C>       <C>       <C>
    1        2,625      100,000      1,795        204     100,000      1,923         332     100,000     2,050       459
    2        5,381      100,000      3,534      2,023     100,000      3,902       2,391     100,000     4,286     2,775
    3        8,275      100,000      5,214      3,782     100,000      5,938       4,506     100,000     6,725     5,293
    4       11,314      100,000      6,837      5,484     100,000      8,035       6,682     100,000     9,390     8,037
    5       14,505      100,000      8,402      7,209     100,000     10,195       9,002     100,000    12,307    11,114
    6       17,855      100,000      9,915      8,881     100,000     12,426      11,392     100,000    15,509    14,475
    7       21,373      100,000     11,354     10,559     100,000     14,710      13,915     100,000    19,007    18,212
    8       25,066      100,000     12,721     12,165     100,000     17,053      16,497     100,000    22,838    22,282
    9       28,945      100,000     14,013     13,695     100,000     19,456      19,138     100,000    27,040    26,722
   10       33,017      100,000     15,227     15,227     100,000     21,920      21,920     100,000    31,656    31,656
   15       56,644      100,000     22,223     22,223     100,000     37,968      37,968     100,000    66,442    66,442
   20       86,798      100,000     26,765     26,765     100,000     57,493      57,493     146,206   126,039   126,039
   25      125,284      100,000     27,734     27,734     100,000     84,058      84,058     245,083   229,050   229,050
   30      174,402      100,000     21,098     21,098     127,337    121,273     121,273     436,862   404,034   404,034
===============================================================================================================================
</TABLE>

IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those  shown and will depend on a number of  factors,  including  your choice of
investment  allocations  and  the  investment  results  of each  series  of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the  Policy  Value on the  date of death  multiplied  by the  Death  Benefit
Percentage Factor described in the section of the prospectus titled The Policy -
Death Benefit Proceeds.

<PAGE>
<TABLE>
<CAPTION>

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

Male Standard Non Tobacco User                                                                                 Age at Issue: 50
Specified Amount: $100,000                                                                               Annual Premium: $2,500
Planned Premium Payable Annually for: 30 years                                           Based on: Guaranteed Mortality Charges
Policy Loans and Withdrawal: None                                                             Projected Dividends: Not Included
Hypothetical Gross Rates of Return: 0%, 6%, and 12%                                                    Death Benefit: Option 1*
===============================================================================================================================
          Premiums
           Accum at
End of       5%                 0.00% GROSS                        6.00% GROSS                        12.00% GROSS
 Year     Interest              (-1.61% NET)                       (4.39% NET)                        (10.39% NET)
          per year
                     ---------------------------------------------------------------------------------------------------------
                        Death      Accum    Surrender     Death         Accum   Surrender  Death      Accum      Surrender
                        Benefit    Value    Value         Benefit       Value   Value      Benefit    Value      Value
===============================================================================================================================
<S>        <C>          <C>         <C>        <C>        <C>         <C>        <C>        <C>       <C>        <C>
    1        2,625      100,000      1,795        204     100,000      1,923        332     100,000     2,050        459
    2        5,381      100,000      3,523      2,012     100,000      3,891      2,380     100,000     4,275      2,764
    3        8,275      100,000      5,181      3,749     100,000      5,903      4,471     100,000     6,688      5,256
    4       11,314      100,000      6,762      5,409     100,000      7,956      6,603     100,000     9,306      7,953
    5       14,505      100,000      8,262      7,069     100,000     10,045      8,852     100,000    12,146     10,953
    6       17,855      100,000      9,680      8,646     100,000     12,171     11,137     100,000    15,233     14,199
    7       21,373      100,000     11,010     10,215     100,000     14,331     13,536     100,000    18,590     17,795
    8       25,066      100,000     12,251     11,695     100,000     16,528     15,972     100,000    22,251     21,695
    9       28,945      100,000     13,400     13,082     100,000     18,759     18,441     100,000    26,251     25,933
   10       33,017      100,000     14,447     14,447     100,000     21,021     21,021     100,000    30,625     30,625
   15       56,644      100,000     18,039     18,039     100,000     32,895     32,895     100,000    60,295     60,295
   20       86,798      100,000     17,228     17,228     100,000     45,028     45,028     128,140   110,465    110,465
   25      125,284      100,000      8,479      8,479     100,000     57,098     57,098     205,008   191,596    191,596
   30      174,402         ****       ****       ****     100,000     69,148     69,148     338,560   322,438    322,438
===============================================================================================================================
</TABLE>

IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those  shown and will depend on a number of  factors,  including  your choice of
investment  allocations  and  the  investment  results  of each  series  of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the  Policy  Value on the  date of death  multiplied  by the  Death  Benefit
Percentage Factor described in the section of the prospectus titled The Policy -
Death Benefit Proceeds.

** Policy terminated before year 30.

<PAGE>
<TABLE>
<CAPTION>

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

Male Standard Non Tobacco User                                                                                 Age at Issue: 50
Specified Amount: $100,000                                                                               Annual Premium: $2,500
Planned Premium Payable Annually for: 30 years                                              Based on: Current Mortality Charges
Policy Loans and Withdrawal: None                                                                 Projected Dividends: Included
Hypothetical Gross Rates of Return: 0%, 6%, and 12%                                                    Death Benefit: Option 2*
==============================================================================================================================
          Premiums
           Accum at
End of       5%                 0.00% GROSS                        6.00% GROSS                        12.00% GROSS
 Year     Interest              (-1.61% NET)                       (4.39% NET)                        (10.39% NET)
          per year
                     ---------------------------------------------------------------------------------------------------------
                        Death        Accum      Surrender Death         Accum   Surrender  Death      Accum      Surrender
                        Benefit      Value      Value     Benefit       Value   Value      Benefit    Value      Value
===============================================================================================================================
<S>        <C>          <C>         <C>        <C>        <C>         <C>        <C>        <C>       <C>        <C>
    1        2,625      101,785      1,785        194     101,911      1,911        320     102,038     2,038        447
    2        5,381      103,502      3,502      1,991     103,867      3,867      2,355     104,247     4,247      2,736
    3        8,275      105,150      5,150      3,718     105,865      5,865      4,433     106,641     6,641      5,209
    4       11,314      106,728      6,728      5,375     107,904      7,904      6,552     109,235     9,235      7,883
    5       14,505      108,237      8,237      7,044     109,989      9,989      8,796     112,052    12,052     10,859
    6       17,855      109,680      9,680      8,645     112,120     12,120     11,086     115,115    15,115     14,081
    7       21,373      111,031     11,031     10,236     114,274     14,274     13,479     118,422    18,422     17,626
    8       25,066      112,294     12,294     11,737     116,452     16,452     15,895     121,997    21,997     21,440
    9       28,945      113,459     13,459     13,141     118,645     18,645     18,327     125,859    25,859     25,541
   10       33,017      114,527     14,527     14,527     120,851     20,851     20,851     130,035    30,035     30,035
   15       56,644      120,599     20,599     20,599     134,924     34,924     34,924     160,710    60,710     60,710
   20       86,798      123,149     23,149     23,149     149,162     49,162     49,162     208,070   108,070    108,070
   25      125,284      120,214     20,214     20,214     161,825     61,825     61,825     283,345   183,345    183,345
   30      174,402      107,581      7,581      7,581     167,019     67,019     67,019     399,371   299,371    299,371
===============================================================================================================================
</TABLE>

IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those  shown and will depend on a number of  factors,  including  your choice of
investment  allocations  and  the  investment  results  of each  series  of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Policy  Value on date of death,  or (2) the Policy Value on the date of
death multiplied by the Death Benefit Percentage Factor described in the section
of the prospectus titled The Policy - Death Benefit Proceeds.

<PAGE>
<TABLE>
<CAPTION>

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

Male Standard Non Tobacco User                                                                                 Age at Issue: 50
Specified Mount: $100,000                                                                                Annual Premium: $2,500
Planned Premium Payable Annually for: 30 years                                           Based on: Guaranteed Mortality Charges
Policy Loans and Withdrawal: None                                                             Projected Dividends: Not Included
Hypothetical Gross Rates of Return: 0%, 6%, and 12%                                                    Death Benefit: Option 2*
===============================================================================================================================
          Premiums
           Accum at
End of       5%                 0.00% GROSS                        6.00% GROSS                        12.00% GROSS
 Year     Interest              (-1.61% NET)                       (4.39% NET)                        (10.39% NET)
          per year
                     ---------------------------------------------------------------------------------------------------------
                        Death        Accum     Surrender  Death       Accum     Surrender  Death      Accum      Surrender
                        Benefit      Value     Value      Benefit     Value     Value      Benefit    Value      Value
===============================================================================================================================
<S>        <C>          <C>         <C>        <C>        <C>         <C>        <C>        <C>       <C>        <C>
    1        2,625      101,785      1,785        194     101,911      1,911        320     102,038     2,038        447
    2        5,381      103,491      3,491      1,980     103,856      3,856      2,344     104,236     4,236      2,724
    3        8,275      105,115      5,115      3,683     105,828      5,828      4,396     106,602     6,602      5,170
    4       11,314      106,649      6,649      5,296     107,820      7,820      6,467     109,145     9,145      7,793
    5       14,505      108,087      8,087      6,894     109,826      9,826      8,633     111,876    11,876     10,683
    6       17,855      109,425      9,425      8,391     111,839     11,839     10,805     114,806    14,806     13,772
    7       21,373      110,656     10,656      9,860     113,852     13,852     13,057     117,948    17,948     17,152
    8       25,066      111,777     11,777     11,221     115,860     15,860     15,303     121,318    21,318     20,761
    9       28,945      112,782     12,781     12,463     117,852     17,852     17,534     124,929    24,929     24,611
   10       33,017      113,659     13,659     13,659     119,816     19,816     19,816     128,794    28,794     28,794
   15       56,644      115,900     15,900     15,900     128,835     28,835     28,835     152,589    52,589     52,589
   20       86,798      112,735     12,735     12,735     133,932     33,932     33,932     184,439    84,439     84,439
   25      125,284      101,153      1,153      1,153     130,247     30,247     30,247     224,923   124,923    124,923
   30      174,402         ****       ****       ****     109,296      9,296      9,296     272,037   172,037    172,037
===============================================================================================================================
</TABLE>

IMPORTANT  NOTICE:  The  hypothetical  investment  rates  of  return  shown  are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of  return.  Actual  rates of return  may be more or less than
those  shown and will depend on a number of  factors,  including  your choice of
investment  allocations  and  the  investment  results  of each  series  of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

*  Under Option 2 the death benefit is the greater of (1) the  Specified  Amount
   plus the Policy Value on date of death, or (2) the Policy Value on the date
   of death multiplied by the Death Benefit Percentage Factor described in the
   section of the prospectus titled The Policy - Death Benefit Proceeds.

** Policy terminated before year 30.

<PAGE>
<TABLE>
<CAPTION>
Appendix B - First Year Surrender Charges per $1,000 of Specified Amount
===============================================================================
     ISSUE AGE              MALE COMPOSITE              FEMALE COMPOSITE
- -------------------- ---------------------------- ----------------------------
<S>     <C>                      <C>                          <C>
         0                       0.95                         0.87
- -------------------- ---------------------------- ----------------------------
         1                       1.07                         0.99
- -------------------- ---------------------------- ----------------------------
         2                       1.19                         1.11
- -------------------- ---------------------------- ----------------------------
         3                       1.30                         1.22
- -------------------- ---------------------------- ----------------------------
         4                       1.42                         1.34
- -------------------- ---------------------------- ----------------------------
         5                       1.54                         1.46
- -------------------- ---------------------------- ----------------------------
         6                       1.70                         1.59
- -------------------- ---------------------------- ----------------------------
         7                       1.88                         1.72
- -------------------- ---------------------------- ----------------------------
         8                       2.06                         1.85
- -------------------- ---------------------------- ----------------------------
         9                       2.24                         1.98
- -------------------- ---------------------------- ----------------------------
        10                       2.39                         2.11
- -------------------- ---------------------------- ----------------------------
        11                       2.51                         2.23
- -------------------- ---------------------------- ----------------------------
        12                       2.62                         2.35
- -------------------- ---------------------------- ----------------------------
        13                       2.71                         2.46
- -------------------- ---------------------------- ----------------------------
        14                       2.80                         2.57
- -------------------- ---------------------------- ----------------------------
        15                       2.88                         2.67
- -------------------- ---------------------------- ----------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------- ------------------------------------------- -------------------------------------------
    ISSUE AGE                          MALE                                       FEMALE
- -------------------- --------------------- --------------------- --------------------- ---------------------
                         NON TOBACCO             TOBACCO             NON TOBACCO             TOBACCO
- -------------------- --------------------- --------------------- --------------------- ---------------------
<S>     <C>                  <C>                   <C>                   <C>                   <C>
        16                   2.94                  2.94                  2.74                  2.74
- -------------------- --------------------- --------------------- --------------------- ---------------------
        17                   2.99                  2.99                  2.80                  2.80
- -------------------- --------------------- --------------------- --------------------- ---------------------
        18                   3.03                  3.03                  2.85                  2.85
- -------------------- --------------------- --------------------- --------------------- ---------------------
        19                   3.10                  3.10                  2.92                  2.92
- -------------------- --------------------- --------------------- --------------------- ---------------------
        20                   3.21                  3.24                  3.03                  3.05
- -------------------- --------------------- --------------------- --------------------- ---------------------
        21                   3.37                  3.49                  3.18                  3.28
- -------------------- --------------------- --------------------- --------------------- ---------------------
        22                   3.56                  3.74                  3.37                  3.51
- -------------------- --------------------- --------------------- --------------------- ---------------------
        23                   3.78                  4.00                  3.57                  3.75
- -------------------- --------------------- --------------------- --------------------- ---------------------
        24                   4.03                  4.25                  3.79                  3.98
- -------------------- --------------------- --------------------- --------------------- ---------------------
        25                   4.29                  4.50                  4.02                  4.21
- -------------------- --------------------- --------------------- --------------------- ---------------------
        26                   4.57                  4.79                  4.26                  4.51
- -------------------- --------------------- --------------------- --------------------- ---------------------
        27                   4.88                  5.11                  4.51                  4.85
- -------------------- --------------------- --------------------- --------------------- ---------------------
        28                   5.21                  5.45                  4.77                  5.22
- -------------------- --------------------- --------------------- --------------------- ---------------------
        29                   5.55                  5.82                  5.05                  5.59
- -------------------- --------------------- --------------------- --------------------- ---------------------
        30                   5.89                  6.18                  5.33                  5.95
- -------------------- --------------------- --------------------- --------------------- ---------------------
        31                   6.23                  6.54                  5.63                  6.31
- -------------------- --------------------- --------------------- --------------------- ---------------------
        32                   6.59                  6.91                  5.93                  6.68
- -------------------- --------------------- --------------------- --------------------- ---------------------
        33                   6.95                  7.30                  6.25                  7.04
- -------------------- --------------------- --------------------- --------------------- ---------------------
        34                   7.32                  7.70                  6.57                  7.42
- -------------------- --------------------- --------------------- --------------------- ---------------------
        35                   7.71                  8.13                  6.90                  7.79
- -------------------- --------------------- --------------------- --------------------- ---------------------
</TABLE>
Note:  Preferred and Standard Policies use the same Surrender Charge.

<PAGE>
<TABLE>
<CAPTION>
- -------------------- ------------------------------------------- -------------------------------------------
     ISSUE AGE                          MALE                                       FEMALE
- -------------------- --------------------- --------------------- --------------------- ---------------------
                         NON TOBACCO             TOBACCO             NON TOBACCO             TOBACCO
- -------------------- --------------------- --------------------- --------------------- ---------------------
<S>     <C>                 <C>                   <C>                   <C>                   <C>
        36                   8.11                  8.58                  7.22                  8.17
- -------------------- --------------------- --------------------- --------------------- ---------------------
        37                   8.53                  9.05                  7.55                  8.55
- -------------------- --------------------- --------------------- --------------------- ---------------------
        38                   8.95                  9.54                  7.88                  8.94
- -------------------- --------------------- --------------------- --------------------- ---------------------
        39                   9.40                 10.07                  8.22                  9.32
- -------------------- --------------------- --------------------- --------------------- ---------------------
        40                   9.87                 10.62                  8.58                  9.70
- -------------------- --------------------- --------------------- --------------------- ---------------------
        41                  10.36                 11.21                  8.96                 10.06
- -------------------- --------------------- --------------------- --------------------- ---------------------
        42                  10.86                 11.82                  9.35                 10.41
- -------------------- --------------------- --------------------- --------------------- ---------------------
        43                  11.39                 12.46                  9.76                 10.76
- -------------------- --------------------- --------------------- --------------------- ---------------------
        44                  11.94                 13.14                 10.18                 11.12
- -------------------- --------------------- --------------------- --------------------- ---------------------
        45                  12.53                 13.86                 10.64                 11.52
- -------------------- --------------------- --------------------- --------------------- ---------------------
        46                  13.14                 14.61                 11.10                 11.92
- -------------------- --------------------- --------------------- --------------------- ---------------------
        47                  13.76                 15.39                 11.56                 12.30
- -------------------- --------------------- --------------------- --------------------- ---------------------
        48                  14.41                 16.21                 12.06                 12.73
- -------------------- --------------------- --------------------- --------------------- ---------------------
        49                  15.12                 17.08                 12.62                 13.25
- -------------------- --------------------- --------------------- --------------------- ---------------------
        50                  15.91                 18.00                 13.28                 13.91
- -------------------- --------------------- --------------------- --------------------- ---------------------
        51                  16.79                 19.00                 14.07                 14.77
- -------------------- --------------------- --------------------- --------------------- ---------------------
        52                  17.74                 20.07                 14.98                 15.79
- -------------------- --------------------- --------------------- --------------------- ---------------------
        53                  18.74                 21.18                 15.94                 16.89
- -------------------- --------------------- --------------------- --------------------- ---------------------
        54                  19.78                 22.31                 16.92                 18.00
- -------------------- --------------------- --------------------- --------------------- ---------------------
        55                  20.83                 23.43                 17.86                 19.04
- -------------------- --------------------- --------------------- --------------------- ---------------------
        56                  21.85                 24.48                 18.70                 19.96
- -------------------- --------------------- --------------------- --------------------- ---------------------
        57                  22.84                 25.47                 19.49                 20.80
- -------------------- --------------------- --------------------- --------------------- ---------------------
        58                  23.88                 26.50                 20.30                 21.65
- -------------------- --------------------- --------------------- --------------------- ---------------------
        59                  25.04                 27.68                 21.20                 22.59
- -------------------- --------------------- --------------------- --------------------- ---------------------
        60                  26.39                 29.11                 22.30                 23.71
- -------------------- --------------------- --------------------- --------------------- ---------------------
        61                  27.01                 29.87                 23.08                 24.53
- -------------------- --------------------- --------------------- --------------------- ---------------------
        62                  27.42                 30.48                 23.84                 25.32
- -------------------- --------------------- --------------------- --------------------- ---------------------
        63                  27.73                 31.00                 24.55                 26.06
- -------------------- --------------------- --------------------- --------------------- ---------------------
        64                  28.04                 31.50                 25.20                 26.71
- -------------------- --------------------- --------------------- --------------------- ---------------------
        65                  28.45                 32.05                 25.75                 27.25
- -------------------- --------------------- --------------------- --------------------- ---------------------
        66                  28.96                 32.58                 26.18                 27.60
- -------------------- --------------------- --------------------- --------------------- ---------------------
        67                  29.50                 33.05                 26.49                 27.78
- -------------------- --------------------- --------------------- --------------------- ---------------------
        68                  30.07                 33.55                 26.74                 27.91
- -------------------- --------------------- --------------------- --------------------- ---------------------
        69                  30.70                 34.19                 27.00                 28.07
- -------------------- --------------------- --------------------- --------------------- ---------------------
        70                  31.39                 35.07                 27.31                 28.39
- -------------------- --------------------- --------------------- --------------------- ---------------------
        71                  32.25                 36.52                 27.72                 29.01
- -------------------- --------------------- --------------------- --------------------- ---------------------
        72                  33.12                 37.97                 28.12                 29.64
- -------------------- --------------------- --------------------- --------------------- ---------------------
        73                  33.98                 39.41                 28.53                 30.26
- -------------------- --------------------- --------------------- --------------------- ---------------------
        74                  34.85                 40.86                 28.93                 30.89
- -------------------- --------------------- --------------------- --------------------- ---------------------
        75                  35.71                 42.31                 29.34                 31.51
- -------------------- --------------------- --------------------- --------------------- ---------------------
</TABLE>
Note:  Preferred and Standard Policies use the same Surrender Charge.

<PAGE>

Appendix C - Death Benefit Percentage Factor

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

          Attained Age     |    Death Benefit Percentage Factor
          -----------------------------------------------------
          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.   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.

2.   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.

 REPRESENTATION PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY ACT OF 1940

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 106 pages.

         Undertakings.

         Representation.

         The signatures.

         Written consent or opinion of the following persons:

                  PricewaterhouseCoopers LLP
                  KPMG LLP
                  Scott Allen - Associate Actuary

The following exhibits:

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

     1.   Resolution  to Authorize  Registration  of and  Investment in Separate
          Accounts.  Incorporated  herein  by  reference  to  Form  S-6  initial
          registration  statement (File No. 333-81499) filed with the Commission
          on June 24, 1999.

     2.   Not Applicable

     3.   a. Distribution  Agreement between CUNA Mutual Life Insurance Company
             and CUNA Brokerage Services, Inc.  effective  January  1,  1996.
             Incorporated herein by reference to Form S-6 pre-effective
             amendment no. 1 (File No. 333-81499) filed with the Commission on
             October 6, 1999.

          b. 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 Form S-6  pre-effective  amendment no. 1 (File No.  333-81499)
             filed with the Commission on October 6, 1999.

     4.   Not Applicable

     5.   a. Standard VUL Contract. Incorporated herein by reference to Form S-6
             initial registration statement (File No. 333-81499) filed with the
             Commission on June 24, 1999.

               i.   Accelerated   Benefit   Option   Endorsement.    Form   1668
                    Incorporated   herein  by  reference  to  Form  S-6  initial
                    registration  statement (File No.  333-81499) filed with the
                    Commission on June 24, 1999.

               ii.  Accidental  Death  Benefit  Rider.  99-ADB-RV1  Incorporated
                    herein  by  reference  to  Form  S-6  initial   registration
                    statement (File No.  333-81499) filed with the Commission on
                    June 24, 1999.

               iii. Children's Insurance Rider.  99-CIR-RV1  Incorporated herein
                    by  reference  to Form S-6  initial  registration  statement
                    (File No.  333-81499)  filed with the Commission on June 24,
                    1999.

               iv.  Executive  Benefit  Plan  Endorsement.  98-EBP  Incorporated
                    herein  by  reference  to  Form  S-6  initial   registration
                    statement (File No.  333-81499) filed with the Commission on
                    June 24, 1999.

               v.   Guaranteed   Insurability  Rider.   99-GIR-RV1  Incorporated
                    herein  by  reference  to  Form  S-6  initial   registration
                    statement (File No.  333-81499) filed with the Commission on
                    June 24, 1999.

               vi.  Term  Insurance   Rider  for  Other   Insureds.   99-OIR-RV1
                    Incorporated   herein  by  reference  to  Form  S-6  initial
                    registration  statement (File No.  333-81499) filed with the
                    Commission on June 24, 1999.
<PAGE>

               vii. Waiver of Premium Disability Rider.  99-WVR-RV1 Incorporated
                    herein  by  reference  to  Form  S-6  initial   registration
                    statement (File No.  333-81499) filed with the Commission on
                    June 24, 1999.

     6.   a. Articles of  Incorporation of the Company.  Incorporated  herein by
             reference to Form  S-6 initial registration  statement  (File  No.
             333-81499) filed with the Commission on June 24, 1999.

          b. Bylaws.  Incorporated  herein by  reference  to Form S-6  initial
             registration  statement  (File  No.  333-81499)  filed  with  the
             Commission on June 24, 1999.

     7.   Not Applicable

     8.   Servicing  Agreement  Between CUNA Mutual Life  Insurance  Company and
          CIMCO Inc. dated May 1, 1997. Incorporated herein by reference to Form
          S-6 pre-effective  amendment no. 1 (File No. 333-81499) filed with the
          Commission on October 6, 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 Form S-6 pre-effective amendment no. 1 (File No.
             333-81499) filed with the Commission on October 6, 1999.

          b. Amendment  to   Participation   Agreement  among  T.  Rowe  Price
             International  Series,  Inc., T. Rowe Price Investment  Services,
             Inc., and CUNA Mutual Life Insurance  Company dated September 22,
             1999.

          c. 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 Form S-6  pre-effective  amendment no. 1 (File No.  333-81499)
             filed with the Commission on October 6, 1999.

          d. Third Amendment to Participation  Agreement  between MFS Variable
             Insurance   Trust,   CUNA  Mutual  Life  Insurance   Company  and
             Massachusetts Financial Services Company dated September 23, 1999.

          e. Participation  Agreement  between  Oppenheimer  Variable  Account
             Funds and the  Company  dated  February  20,  1997.  Incorporated
             herein by reference  to Form S-6  pre-effective  amendment  no. 1
             (File No. 333-81499) filed  with the Commission on October 6, 1999.

          f. Participation   Agreement  between  Templeton  Variable  Products
             Series Fund and the Company  dated March 31,  1997.  Incorporated
             herein by reference  to Form S-6  pre-effective  amendment  no. 1
             (File No.  333-81499) filed with the Commission on October 6, 1999.

     10.  Application.  Incorporated  herein by  reference  to Form S-6  initial
          registration  statement (File No. 333-81499) filed with the Commission
          on June 24, 1999.

2.   Opinion  of  Counsel.   Incorporated   herein  by  reference  to  Form  S-6
     pre-effective   amendment  no.  1  (File  No.  333-81499)  filed  with  the
     Commission on October 6, 1999.

3.   Not applicable

4.   Not applicable

5.   Not applicable

6.   Not applicable

7.   Issuance,  Transfer  and  Redemption  Procedures.  Incorporated  herein  by
     reference to Form S-6  pre-effective  amendment no. 1 (File No.  333-81499)
     filed with the Commission on October 6, 1999.

Powers  of  Attorney.  Incorporated  herein  by  reference  to Form S-6  initial
registration  statement (File No.  333-81499)  filed with the Commission on June
24, 1999.

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, CUNA Mutual Life Variable Account 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 24th day of April, 2000.

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

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

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, the depositor, CUNA Mutual Life Insurance Company 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 24th day of April, 2000.

                                 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                    04/24/00
- --------------------------------------           --------------------------------------  --------
Joseph N. Cugini, Director                       Kevin S. Thompson, Attorney-In-Fact


Rudolf J. Hanley                      *
- --------------------------------------
Rudolf J. Hanley, Director

Jerald R. Hinrichs                    *
- --------------------------------------
Jerald R. Hinrichs, Director

/s/Michael B. Kitchen                   04/24/00
- --------------------------------------  --------
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
</TABLE>

*Pursuant to Powers of Attorney filed herewith

<PAGE>

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

SIGNATURE AND TITLE                                                     DATE

/s/Michael G. Joneson                                                   04/24/00
Vice President - Accounting & Financial Systems

/s/Jeffrey D. Holley                                                    04/06/00
Cheif Financial Officer

/s/Michael B. Kitchen                                                   04/24/00
President and Chief Executive Officer

<PAGE>

                                  EXHIBIT INDEX

PricewaterhouseCoopers LLP Consent

KPMG LLP Consent

Associate Actuary Opinion

Item 9.b. Amendment to Participation Agreement among T. Rowe Price International
     Series, Inc., T. Rowe Price Investment Services, Inc., and CUNA Mutual Life
     Insurance Company dated September 22, 1999.

Item 9.d.  Third  Amendment  to  Participation  Agreement  between MFS  Variable
     Insurance  Trust,  CUNA Mutual  Life  Insurance  Company and  Massachusetts
     Financial Services Company dated September 23, 1999.

<PAGE>

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in this  Registration  Statement on Form S-6 of our
reports  dated  February  11, 2000,  relating to the  financial  statements  and
financial  highlights of CUNA Mutual Life  Variable  Account and March 31, 2000,
relating to the  financial  statements  of CUNA Mutual Life  Insurance  Company,
which appear in such Registration Statement. We also consent to the reference to
us under the heading "Independent Accountants" in such Registration Statement.



PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
April 18, 2000


<PAGE>

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


We consent to the use of our reports included herein and to the reference to our
Firm under the heading  "Independent  Accountants" 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 practice differ from generally accepted accounting principles.

                                    KPMG LLP

Des Moines, Iowa
April 19, 2000

<PAGE>

CUNA MUTUAL LIFE INSURANCE COMPANY

                                                April 19, 2000

Board of Directors
CUNA Mutual Life Insurance Company
2000 Heritage Way

Waverly, IA 50677

                  RE:      CUNA MUTUAL LIFE INSURANCE COMPANY
                           CUNA MUTUAL LIFE VARIABLE ACCOUNT
                           FILE NOS.  333-81499/811-03915

Ladies and Gentlemen:

         In my capacity  as  Associate  Actuary to CUNA  Mutual  Life  Insurance
Company  (the  "Company"),  I have  provided  actuarial  advice  concerning  and
participated  in the  design  of  the  variable  life  insurance  policies  (the
"Policies"). I have also provided actuarial advice concerning the preparation of
post-effective  amendment number one to the Form S-6 registration  statement for
the Policies  (File No.  333-81499)  and CUNA Mutual Life Variable  Account (the
"Account") in connection with the registration of securities in the form of such
Policies with the Securities and Exchange Commission under the Securities Act of
1933, as amended.

         It is my professional  opinion that the illustrations of policy values,
cash  values,  death  benefits  and  accumulated  premiums  in Appendix A of the
prospectus included in the registration statement for the Policies, based on the
assumptions stated in the  illustrations,  are consistent with the provisions of
the Policies.  Further, the rate structure of the Policies has not been designed
so as to make the relationship  between  premiums and benefits,  as shown on the
illustrations,  appear  correspondingly more favorable to prospective purchasers
of the Policies ages 35 and 50 in the underwriting  classes  illustrated than to
prospective purchasers of the Policies at other ages and underwriting classes.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Form  S-6  registration  statement  and  to  the  reference  to my  name  in the
prospectus under the caption "Actuarial Matters."

                                      Sincerely,

                                      /s/ Scott Allen
                                      Scott Allen, FSA, MAAA
                                      Associate Actuary
                                      CUNA Mutual Life Insurance Company

<PAGE>
                                  Exhibit 9.b.

                      AMENDMENT TO PARTICIPATION AGREEMENT
                                      AMONG
                    T.ROWE PRICE INTERNATIONAL SERIES, INC.,
                     T.ROWE PRICE INVESTMENT SERVICES, INC.,
                                       AND
                       CUNA MUTUAL LIFE INSURANCE COMPANY

WHEREAS, CUNA Mutual Life Insurance  Company  (formerly known as Century Life of
America), T. Rowe Price International Series, Inc., and T. Rowe Price Investment
Services,  Inc.  entered  into a  Participation  Agreement  on  April  22,  1994
("Participation Agreement"); and

WHEREAS,  the  parties  desire to amend the  Participation  Agreement  by mutual
written agreement;

NOW THEREFORE, the parties do hereby agree:

1.   "Century  Life of  America"  is hereby  replaced  with  "CUNA  Mutual  Life
     Insurance Company."

2.   Schedule A and any amendments thereto are hereby replaced with the attached
     Schedule A dated September 22, 1999.

All terms and conditions of the  Participation  Agreement and Schedules  thereto
shall continue in full force and affect except as amended herein.

IN WITNESS WHEREOF,  each of the parties hereto has caused this Amendment to the
Participation Agreement to be executed in its name and on its behalf by its duly
authorized representative.

COMPANY:                           CUNA MUTUAL LIFE INSURANCE COMPANY

                                   By its authorized officer

                                   By:  /s/ Michael B. Kitchen
                                   Name: Michael B. Kitchen
                                   Title:  President and Chief Executive Officer
                                   Date:  September 22, 1999

FUND:                              T.ROWE PRICE INTERNATIONAL SERIES, INC.

                                   By its authorized officer

                                   By:  /s/ Henry H. Hopkins
                                   Name: Henry H. Hopkins
                                   Title:  Vice President
                                   Date:  September 22, 1999

FUND:                              T.ROWE PRICE INVESTMENT SERVICES, INC.

                                   By its authorized officer

                                   By:  /s/ Darrell N. Braman
                                   Name: Darrell N. Braman
                                   Title:  Vice President
                                   Date:  September 22, 1999

<PAGE>

<TABLE>
<CAPTION>
                                   SCHEDULE A

Name of Separate Account and                     Contracts Funded by
Date Established by Board of Directors           Separate Account            Designated Portfolios
- --------------------------------------           ----------------            ---------------------
<S>                                              <C>                         <C>
CUNA Mutual Life Variable Annuity                Variable Annuity            T.Rowe Price International Series, Inc.
Account (formerly known as Century               33-73738                    - T. Rowe Price International Stock
Variable Annuity Account)                                                      Portfolio
Established December 14, 1993

CUNA Mutual Life Variable Account                Variable Universal Life     T.Rowe International Series, Inc.
(formerly known as Century Variable              33-19718                    - T. Rowe Price International Stock Account)
Established August 16, 1983                      Variable Universal Life II    Portfolio
                                                 333-81499

CUNA Mutual Life Group Variable Annuity          Group Variable Annuity      T.Rowe International Series, Inc.
Account (formerly known as Century Group         Offered Exclusively to      - T. Rowe Price
International Stock Variable Annuity Account)    Qualified Plans Not           Portfolio
Established August 16, 1983                      Registered in Reliance on
                                                 Qualified Plan Exemption
                                                 to Registration
                                                 Requirements
</TABLE>

<PAGE>
                                  Exhibit 9.b.

                   THIRD AMENDMENT TO PARTICIPATION AGREEMENT

         Pursuant to the  Participation  Agreement,  made and entered into as of
the 29th day of April 1994,  by and among MFS  Variable  Insurance  Trust,  CUNA
Mutual  Life  Insurance   Company   (formerly   Century  Life  of  America)  and
Massachusetts  Financial  Services  Company,  the parties do hereby  agree to an
amended Schedule A as attached hereto.

         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Amendment to the  Participation  Agreement to be executed in its name and on its
behalf by its duly authorized representative. The Amendment shall take effect of
September 23, 1999.

                                       CUNA MUTUAL LIFE INSURANCE COMPANY
                                       By its authorized officer,

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

                                       MFS VARIABLE INSURANCE TRUST,
                                       on behalf of its Portfolios
                                       By its authorized officer,

                                       By: /s/ Jeffrey L. Shames
                                           Jeffrey L. Shames
                                           Chairman

                                       MASSACHUSETTS FINANCIAL SERVICES
                                       COMPANY
                                       By its authorized officer,

                                       By: /s/ Jeffrey L. Shames
                                           Jeffrey L. Shames
                                           Chairman and Chief Executive Officer

<PAGE>

                                                        As of September 23, 1999

<TABLE>
<CAPTION>
                                   SCHEDULE A
                        ACCOUNTS, POLICIES AND PORTFOLIOS
                     SUBJECT TO THE PARTICIPATION AGREEMENT
- ---------------------------------------------- -------------------------------------------- ---------------------------------------
              Name of Separate
              Account and Date                           Policies Funded                               Portfolios
           Established by Board of                     By Separate Account                       Applicable to Policies
                  Directors
             (Date Established)
- ---------------------------------------------- -------------------------------------------- ---------------------------------------
<S>                                                     <C>                                      <C>
CUNA Mutual Life Variable Annuity Account               Variable Annuity                         Global Governments Series
F/k/a Century Variable Annuity Account                  33-73738                                 Emerging Growth Series
December 14, 1993

CUNA Mutual Life Variable Account
F/k/a Century Variable Account                          Variable Universal Life                  Global Governments Series
August 16, 1983                                         33-19718                                 Emerging Growth Series

                                                        Variable Universal Life II
                                                        333-81499

CUNA Mutual Life Group Variable Annuity
Account                                                 Group Variable Annuity Offered           Global Governments Series
F/k/a Century Group Variable Annuity Account            Exclusively to Qualified Plans Not       Emerging Growth Series
August 16, 1983                                         Registered in Reliance on Qualified
                                                        Plan Exemption to Registration
                                                        Requirements
- --------------------------------------------- -------------------------------------------- -----------------------------------------
</TABLE>



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