CUNA MUTUAL LIFE VARIABLE ACCOUNT
485BPOS, 2000-04-27
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              As filed with the Securities and Exchange Commission
                                on April 27, 2000

                            Registration No. 33-19718


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                         POST-EFFECTIVE AMENDMENT NO. 20

                                       TO

                                    FORM S-6

                        CUNA MUTUAL LIFE VARIABLE ACCOUNT
                              (Exact Name of Trust)

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                                2000 Heritage Way
                               Waverly, Iowa 50677

                            (319) 352-4090, ext. 2157
                (Name, Address and Telephone Number of Depositor)

                     Name and complete address of agent for service:

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

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

     |_|  immediately  upon filing  pursuant to paragraph (b) of Rule 485
     |X|  on May 1, 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>


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


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

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

(1)   The amount of insurance you desire.

(2)   The size and frequency of premium payments.

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


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

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

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


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

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

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

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

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

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

<PAGE>
                                TABLE OF CONTENTS
                                                                           PAGE

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

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

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

   PREMIUMS..................................................................5
     Applying for a Policy...................................................5
     Flexibility of Premiums.................................................5
     Minimum Death Benefit Guarantee.........................................5
     Target Premium..........................................................5
     Net Premiums............................................................5
   PREMIUMS TO PREVENT LAPSE.................................................5
     Grace Period............................................................5
     Lapse...................................................................5
     No-Lapse Guarantee......................................................5
     Reinstatement...........................................................6
   ALLOCATION OF NET PREMIUMS................................................6
     Dollar Cost Averaging...................................................6
   ULTRA SERIES FUND.........................................................7
   T. ROWE PRICE INTERNATIONAL SERIES, INC...................................7
   MFS VARIABLE INSURANCE TRUST..............................................8
   RESOLVING MATERIAL CONFLICTS..............................................8
   INTEREST BEARING ACCOUNT..................................................9
   CHARGES AND DEDUCTIONS....................................................9
     Fund Changes............................................................9
     State Premium Taxes.....................................................9
     Monthly Deduction.......................................................9
     Mortality and Expense Risk Charge......................................10
     Contingent Deferred Sales and Administrative Charges...................10
     Partial Surrender......................................................12
     Transfer Fee...........................................................12
     Federal and State Income Taxes.........................................12
     Duplicate Policy Charge................................................12
     Change of Specified Amount Charge......................................12
   POLICY VALUES............................................................12
     Accumulated Value......................................................12
     Cash Value.............................................................13
     Net Cash Value.........................................................13
     Unit Value Guarantee...................................................13
   POLICY BENEFITS..........................................................13
     Death Proceeds.........................................................13
     Minimum Death Benefit Guarantee........................................14
     Surrender Proceeds.....................................................14
     Maturity Proceeds......................................................15
     Payment of Proceeds/Settlement Options.................................15
   OTHER POLICY BENEFITS AND PROVISIONS.....................................16
     Conditions for Policy Issue............................................16
     Issue Date.............................................................16
     Owner, Beneficiary.....................................................16
     Incontestability.......................................................17
     Right-to-Examine Period................................................17
     Policy Loans...........................................................18
     Transfer of Values.....................................................18
     Change of Allocations..................................................19
     Change of Death Benefit Option.........................................19
     Change of Specified Amount.............................................20
     Conversion/Exchange of Policy..........................................21
     Transfer of Ownership..................................................21
     Collateral Assignments.................................................21
<PAGE>

     Effect of Misstatement of Age or Sex...................................21
     Suicide................................................................21
     Dividends..............................................................22
     Suspension of Payments.................................................22
     Accelerated Benefit Option.............................................22
   RIDERS...................................................................23
     Children's Insurance...................................................23
     Guaranteed Insurability................................................23
     Accidental Death Benefit...............................................23
     Automatic Increase.....................................................23
     Other Insured..........................................................23
     Term Insurance.........................................................24
     Disability Waiver of Monthly Deductions................................24
     Waiver of Premium and Monthly Deduction Disability Benefit.............24
     Executive Benefits Plan Endorsement....................................24

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

THE SEPARATE ACCOUNT........................................................25

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

   TAX STATUS OF THE POLICY.................................................26
   TAX TREATMENT OF POLICY BENEFITS.........................................26
   SPECIAL RULES FOR PENSION AND PROFIT-SHARING PLANS.......................27
   BUSINESS USES OF THE POLICY..............................................27
   POSSIBLE TAX LAW CHANGES.................................................28
   THE COMPANY'S TAXES......................................................28

CUNA MUTUAL LIFE INSURANCE COMPANY DIRECTORS AND EXECUTIVE OFFICERS.........28

ADDITIONAL INFORMATION......................................................30

   STATE REGULATION.........................................................30
   LEGAL PROCEEDINGS........................................................30
   INDEPENDENT AUDITORS.....................................................30
   ACTUARIAL MATTERS........................................................30
   REGISTRATION STATEMENT...................................................30
   DISTRIBUTION OF POLICIES.................................................30
   UNISEX POLICIES..........................................................31

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

APPENDIX A  ILLUSTRATIONS OF POLICY VALUES AND DEATH BENEFITS...............76

APPENDIX B  FIRST YEAR CONTINGENT DEFERRED CHARGES PER
 $1,000 OF SPECIFIED AMOUNT.................................................86

APPENDIX C  FIRST YEAR CONTINGENT DEFERRED CHARGES PER $1,000
 OF SPECIFIED AMOUNT UNISEX.................................................88

APPENDIX D  DEATH BENEFIT RATIO.............................................89

<PAGE>

                              SUMMARY OF THE POLICY

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

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


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


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

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

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


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


Charges and Expenses

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

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

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

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

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


Fund Expenses.  The Fund prospectuses  describe the Fund expenses in detail. The
table below  summarizes the annual Fund expenses (as a percentage of average net
assets) for the year ended December 31, 1999.



<TABLE>
<CAPTION>
                                                      Management     Other          Total Annual Fund
                                                        Fees       Expenses              Expenses
<S>                                                     <C>          <C>                   <C>
Money Market Fund                                       0.45%        0.01%                 0.46%
Treasury 2000                                           0.45%        0.00%                 0.45%
Bond Fund                                               0.55%        0.01%                 0.56%
Balanced Fund                                           0.70%        0.01%                 0.71%
Growth and Income Stock Fund                            0.60%        0.01%                 0.61%
Capital Appreciation Stock Fund                         0.80%        0.01%                 0.81%
T. Rowe Price International Stock Portfolio(1)          1.05%        0.00%                 1.05%
MFS Global Governments Series                           0.75%        0.30%(2)(3)           1.05%
MFS Emerging Growth Series                              0.75%        0.09%(2)              0.84%
</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.




Partial Surrender Charge.  On each partial  surrender,  the Company may assess a
charge  equal to the lesser of $25 or 2% of the amount  surrendered.  These fees
are currently waived by the Company.

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

Transfer  Fee.  After the  fourth  transfer  in a Policy  year,  an Owner may be
charged $20 per transfer for Accumulated Value transferred between and among the
Subaccounts  and the Interest  Bearing  Account.  (See Charges and  Deductions -
Transfer Fee). These fees are currently waived by the Company.


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


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


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

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

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

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

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

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


Tax Considerations. The Company anticipates 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 the Owner  pays,  the Owner's
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 the Owner reaches age 59
1/2. The Owner should  consult a qualified tax adviser for assistance in all tax
matters involving the Owner's Policy.


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

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

                                 INDEX OF TERMS

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

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

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

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

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

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

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

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

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

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

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

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

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

Indebtedness. Policy loans plus accrued interest on the loans.

Insured. Person whose life is insured under the Policy.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Valuation Day. 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.

                                   THE POLICY

Premiums


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

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


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

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

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

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

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

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

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

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

Premiums to Prevent Lapse

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

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

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

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

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

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

     -    the request is in writing;

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

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

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


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

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


Allocation of Net Premiums

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

Allocation of initial premium payments will be handled as follows:

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

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

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

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


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


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

Ultra Series Fund

The Ultra  Series  Fund is a fund with  classes of shares  within  each of seven
investment  portfolios.  CIMCO Inc.  serves as  investment  adviser to the Ultra
Series  Fund  and  manages  assets  in  accordance  with  general  policies  and
guidelines  established  by the  board of  trustees  of the Ultra  Series  Fund.
Currently,  the Ultra Series Fund offers six Funds as  investment  options under
the Policies.

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

Treasury 2000 Fund. The  investment  objective of this Fund is to provide safety
of  capital  and  a  relatively  predictable  payout  upon  Portfolio  Maturity,
primarily by investing in Stripped  Treasury  Securities.  The Stripped Treasury
Securities held by this Fund mature November 15, 2000.  Sometime  between May 1,
2000 and November 15, 2000, the securities  held by the Fund will be liquidated.
Sometime after the liquidation,  the Fund will no longer accept  investments and
will cease operations. Please see the Fund prospectus for more details.

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.

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


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

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

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

Availability of the Funds. The Separate Account  purchases shares of the T. Rowe
Price  International  Stock Portfolio,  MFS Global  Governments  Series, and MFS
Emerging  Growth Series in accordance  with  separate  participation  agreements
between  the  Company  and T. Rowe  Price  International  Series,  Inc.  and MFS
Variable  Insurance  Trust,  as  appropriate.  The  agreements  contain  varying
termination provisions.  If a participation  agreement terminates,  the Separate
Account may not be able to purchase  additional shares of the Fund(s) covered by
that agreement.  Likewise, in certain circumstances,  it is possible that shares
of a Fund may not be available to the Separate Account even if the participation
agreement relating to that Fund has not been terminated. In either event, Owners
will no longer be able to allocate purchase payments or transfer Policy value to
the Subaccount investing in that Fund.


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  Variable
Account, and of owners of other contracts whose contract values are allocated to
one or more other separate accounts investing in any one of the Funds. Shares of
some of the Funds may also be sold  directly  to certain  qualified  pension and
retirement plans qualifying under Section 401 of the Code. As a result, there is
a possibility that a material conflict may arise between the interests of Owners
or owners of other contracts  (including  contracts issued by other  companies),
and such retirement plans or participants in such retirement plans. In the event
of any such  material  conflicts,  the Company will  consider what action may be
appropriate,  including removing the Fund from the Variable Account or replacing
the Fund with another Fund.  There are certain risks  associated  with mixed and
shared  funding  and with sale of shares to  qualified  pension  and  retirement
plans, as disclosed in the Fund's prospectus.

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

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

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

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

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

Interest Bearing Account

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

Charges and Deductions

Fund Charges. Charges made by the Funds are discussed in the Funds' prospectuses
and in their  statements of additional  information  available  from the address
shown on the first page of this  prospectus.  Charges and  deductions  for state
Premium Taxes and charges against the Separate  Account and the Interest Bearing
Account are described below.


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


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

         - the Cost of Insurance for that month; plus

         - the monthly Policy fee; plus

         - the monthly administrative fee; plus

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

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

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

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

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

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


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


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

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

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

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


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

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


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

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

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

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

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

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

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

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

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

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

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

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

Net Premiums paid  following the payment of the Monthly  Deduction with Deferred
Charges will first be transferred  from the Subaccounts  and/or Interest Bearing
Account to the Deferred Charges Account on the day the premiums are received, to
the extent  necessary to bring the Deferred Charges Account to the same level as
if no Deferred Charges had been used to pay the Monthly  Deduction,  and if on a
Policy  Anniversary,  the  reduction  in  Deferred  Charges  had taken  place as
scheduled. If the premium is paid on a Monthly Day during the first Policy year,
additional  amounts will be transferred to the Deferred  Charges  Account.  This
process of using  Deferred  Charges to pay the Monthly  Deduction  will continue
every  Monthly  Day that:  (1) there is  insufficient  Net Cash Value to pay the
Monthly  Deduction;  and (2) the  no-lapse  guarantee or minimum  death  benefit
guarantee are in effect; and (3) the Policy is not beyond the ninth Policy year.


Partial  Surrender.  If a Partial Surrender is made, the Company will not deduct
any Contingent Deferred Sales or Administrative  Charges, but may make a service
charge  equal to the  lesser  of $25 or 2% of the  amount  surrendered  for each
partial surrender. These fees are currently waived by the Company.

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


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

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

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

Policy Values

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

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

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

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

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

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


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


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

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

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

Policy Benefits

Death Proceeds

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

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

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

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

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

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

         - the Face Amount on the date of death; plus

         - any premiums received after date of death; minus

         - Policy Indebtedness.

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

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

         - The Specified Amount, or

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

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

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

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

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

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

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

Minimum Death Benefit Guarantee

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

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

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

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

Surrender Proceeds

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

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

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


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

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

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

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


Maturity Proceeds

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

Payment of Proceeds/Settlement Options

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

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

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

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

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

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

Guaranteed periods which may be selected are:

         - 10 years.

         - 20 years.

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

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

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

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

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

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

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

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

OTHER POLICY BENEFITS AND PROVISIONS

Conditions for Policy Issue

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

Issue Date

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

Owner, Beneficiary

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

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

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

Incontestability

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

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

         - declined the application;

         - issued the Policy at a higher premium; or,

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

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

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

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

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

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

         - Indebtedness.

Right-to-Examine Period

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

         - 45 days after the date of the application;

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

         - 20 days after the Owner receives the Policy.

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

         - All charges for state taxes deducted from premiums; plus

         - Total amount of Monthly Deductions; plus

         - Any other charges taken from the accumulated value; plus

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

         - Any Policy indebtedness.

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


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


Policy Loans

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

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

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

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

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

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

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

Transfer of Values

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

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

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


The first four  transfers in a Policy year are free.  The Company may charge $20
for the  fifth  and  each  additional  transfer  in a Policy  year.  This fee is
currently being waived by the Company.

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


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

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

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

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

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


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


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

Change of Allocations


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


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

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

Change of Death Benefit Option

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

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

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

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

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

Change of Specified Amount

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


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

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


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

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

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

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

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

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

Conversion/Exchange of Policy

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

The exchange will be effective when the Company receives:

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

        - surrender of the Policy; and

        - payment of any required costs.

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

Transfer of Ownership

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

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

Collateral Assignments

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

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

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


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


Effect of Misstatement of Age or Sex

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

Suicide

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

Dividends

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

Suspension of Payments

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

         1) the New York  Stock  Exchange  is closed  other  than for  customary
            weekend and holiday  closings;
         2) during  periods  when trading on the Exchange  is  restricted  as
            determined  by the  SEC;
         3) during  any emergency as determined by the SEC which makes it
            impractical  for the Separate Account to dispose of its securities
            or value its assets; or,
         4) during any other  period  permitted  or required by order of the SEC
            for the protection of investors.

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

Accelerated Benefit Option

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

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

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

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

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

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

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

- -        exercise of the right-to-examine privilege,
- -        an exchange of the Policy or increase in Specified Amount,
- -        full surrender of the Policy, and
- -        payment of Death Proceeds.

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

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

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

Riders

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

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


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

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

Automatic Increase.  This rider provides for automatic increases in the Policy's
Specified  Amount on each Policy  Anniversary  without evidence of insurability.
This rider may be issued until the earlier of the 15th Policy Anniversary or the
Policy Anniversary  following the Insured's 55th birthday.  A tax adviser should
be consulted to determine whether the automatic increases provided by this rider
could cause the Owner's Policy to become a Modified Endowment Contract.


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

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

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

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

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

     1.   the  policy is  surrendered  and the  proceeds  are used to fund a new
          policy  provided  through  CUNA  Mutual Life  Insurance  Company or an
          affiliate;
     2.   the contract (policy) is owned by a business or trust;
     3.   the new contract (policy) is owned by the same entity;
     4.   the  annuitant  (insured)  under the  contract  (policy) is a selected
          manager or a highly  compensated  employee (as those terms are defined
          by  Title  1 of  the  Employee  Retirement  Income  Security  Act,  as
          amended);
     5.   the  annuitant  (insured)  under the new  contract  is also a selected
          manager or highly compensated employee;
     6.   we receive an  application  for the new contract (and have evidence of
          insurability satisfactory to us).

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

                                   THE COMPANY

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

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


As of December 31, 1999,  the Company 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 the Company A (Excellent). Effective March 1999
and through  the date of this  Prospectus,  Duff & Phelps  rated the Company AA.
These are the most recent ratings  available as of the date of this  Prospectus.
Periodically,  the rating  agencies  review our  ratings.  To obtain our current
ratings,  contact the Company at the address and  telephone  number shown on the
first page of this Prospectus.


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

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


The  Company  and CUNA Mutual  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.


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

                              THE SEPARATE ACCOUNT

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

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

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

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

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

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

                        FEDERAL INCOME TAX CONSIDERATIONS

Introduction

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

Tax Status of the Policy

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


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


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

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

Tax Treatment of Policy Benefits

In General. The Company believes that the death benefit under a Policy should be
excludible from the gross income of the beneficiary.

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

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

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

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

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


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


A 10 percent  additional  income  tax is  imposed  on the amount  subject to tax
except where the distribution or loan is made when the Owner has attained age 59
1/2  or  is  disabled,  or  where  the  distribution  is  part  of a  series  of
substantially  equal periodic  payments for the life (or life expectancy) of the
Owner or the  joint  lives  (or joint  life  expectancies)  of the Owner and the
Owner's beneficiary or designated beneficiary.


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 the  Owner's  investment  in the  Policy  and only  after the
recovery of all  investment in the Policy as taxable  income.  However,  certain
distributions  which must be made in order to enable the Policy to  continue  to
qualify as a life  insurance  contract for federal income tax purposes if Policy
benefits are reduced during the first 15 Policy years may be treated in whole or
in part as ordinary income subject to tax.


Loans from or secured by a Policy that is not a Modified  Endowment Contract are
generally not treated as distributions. However, the tax consequences associated
with  Policy  loans after the 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.  The Owner's investment in the Policy is generally the
aggregate  premium payments.  When a distribution is taken from the Policy,  the
Owner's  investment  in the Policy is reduced by the amount of the  distribution
that is tax-free.


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


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

Accelerated Death Benefit Rider. The federal income tax consequences  associated
with the Accelerated  Benefit Option  Endorsement  are uncertain.  Owners should
consult a qualified tax advisor  about the  consequences  of requesting  payment
under  this  Endorsement. (See  page  23  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.  The Company reports
this  cost  (generally  referred  to as the "P.S.  58" cost) to the  participant
annually.  If the plan participant dies while covered by the plan and the Policy
proceeds are paid to the participant's beneficiary, then the excess of the death
benefit over the Policy's  Accumulated Value is not taxable.  However,  the cash
value will generally be taxable to the extent it exceeds the participant's  cost
basis in the Policy. Policies owned under these types of plans may be subject to
restrictions  under  the  Employee   Retirement  Income  Security  Act  of  1974
("ERISA"). You should consult a qualified advisor regarding ERISA.

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

Business Uses of the Policy

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

Possible Tax Law Changes

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

The Company's Taxes

Under current  federal  income tax law, the Company is not taxed on the Separate
Account's  operations.  Thus, currently the Company does not deduct charges from
the Separate  Account for its federal  income  taxes.  The Company  reserves the
right to charge the Separate Account for any future federal income taxes that it
may incur.

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

       CUNA MUTUAL LIFE INSURANCE COMPANY DIRECTORS AND EXECUTIVE OFFICERS

  Name                  Occupation
Directors

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            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

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

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
                                        Services

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


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

                             ADDITIONAL INFORMATION

STATE REGULATION

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

LEGAL PROCEEDINGS

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


INDEPENDENT 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.


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

UNISEX POLICIES

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

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

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

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

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

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

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

FINANCIAL STATEMENTS

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

<PAGE>


                        CUNA MUTUAL LIFE VARIABLE ACCOUNT

                              Financial Statements

                                December 31, 1999

                       (With Independent Auditors' 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
                                       Subaccount       Subaccount      Subaccount       Subaccount      Subaccount       Subaccount
Assets:                                ----------       ----------      ----------       ----------      ----------       ----------
Investments in Ultra Series Fund:
   (note 2)
<S>                                    <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
                                      Subaccount       Subaccount      Subaccount       Subaccount      Subaccount       Subaccount
Assets:                               ----------       ----------      ----------       ----------      ----------       ----------
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 TrustSM:

   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 TrustSM:

   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
     TrustSM 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 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>          <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>                       <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
</TABLE>

<TABLE>
<CAPTION>
                                       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**
<S>                    <C>     <C>      <C>     <C>     <C>      <C>      <C>       <C>      <C>       <C>      <C>        <C>
  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 1,568,97 41,567,551 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 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>
<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)

                         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;

          -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;
<PAGE>

          -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.

     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.
<PAGE>

     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.

     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.

     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.
<PAGE>

(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.

     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):

<TABLE>
<CAPTION>

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

     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.
<PAGE>

     Realized Gains and Losses

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

<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.

     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.
<PAGE>

     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 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
<PAGE>

     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.

(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.
<PAGE>

(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):

<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.
<PAGE>

(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):

<TABLE>
<CAPTION>

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

     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.

     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.
<PAGE>

     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.

     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.
<PAGE>

(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>

<S>                                                                  <C>
      Investment income earned
      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
<PAGE>

      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
                                                                     ==========

      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
<PAGE>

      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

      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.  Separate  tables  based  on  unisex
mortality  rates are available  from the address shown on the first page of this
prospectus. At your request, the Company will provide an illustration based upon
your Age, planned premium payments and other factors.

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

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

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

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

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

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

Factors That Do Not Vary

All the illustrations make the following assumptions:

- - The Insured is a non smoker.

- - 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 surrenders 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 Tax 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 -1.64%,  4.36% and  10.36%,  respectively.  Net  returns are lower than gross
returns due to charges made by the Separate Account and by the underlying funds.
Charges are expressed as a percentage of average daily net assets.

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

<PAGE>

<TABLE>
<CAPTION>
                                            Mortality & Expense              Fund Fees*            Total
<S>                                                  <C>                       <C>                  <C>
Money Market                                         .90                        .46                 1.36
Treasury 2000                                        .90                        .45                 1.35
Bond                                                 .90                        .56                 1.46
Balanced                                             .90                        .71                 1.61
Growth and Income Stock                              .90                        .61                 1.51
Capital Appreciation Stock                           .90                        .81                 1.71
T. Rowe Price International Stock                    .90                       1.05                 1.95
MFS Global Governments                               .90                       0.91                 1.81
MFS Emerging Growth                                  .90                       0.84                 1.74

Average                                              .90                        .71                 1.61

</TABLE>


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

How Varying a Factor Affects Hypothetical Investment Returns

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

<PAGE>

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

Male Non Smoker                                                                                                     Age at Issue: 35
Specified Amount: $100,000                                                                                    Annual Premium: $1,200
Planned Premium Payable Annually for: 30 years                                                   Based on: Current Mortality Charges
Policy Loans and Withdrawals: None                                                                     Projected Dividends: Included
Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                          Death Benefit: Option 1*

========== ============= ==================================== =================================== ==================================
             Premiums
End of     Accum at 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       Net Cash       Death     Accum      Net Cash       Death     Accum       Net Cash
                           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        871         100      100,000        933         162      100,000        994          223
    2         2,583         100,000      1,721         989      100,000      1,899       1,166      100,000      2,084        1,352
    3         3,972         100,000      2,548       1,854      100,000      2,897       2,204      100,000      3,277        2,583
    4         5,431         100,000      3,350       2,695      100,000      3,929       3,274      100,000      4,584        3,928
    5         6,962         100,000      4,127       3,549      100,000      4,995       4,416      100,000      6,015        5,437
    6         8,570         100,000      4,878       4,377      100,000      6,093       5,592      100,000      7,582        7,081
    7         10,259        100,000      5,602       5,216      100,000      7,225       6,840      100,000      9,299        8,913
    8         12,032        100,000      6,298       6,028      100,000      8,393       8,123      100,000     11,181       10,911
    9         13,893        100,000      6,965       6,811      100,000      9,595       9,441      100,000     13,244       13,090
   10         15,848        100,000      7,603       7,603      100,000     10,833      10,833      100,000     15,509       15,509
   15         27,189        100,000     11,762      11,762      100,000     19,358      19,358      100,000     32,895       32,895
   20         41,663        100,000     15,282      15,282      100,000     29,882      29,882      100,000     62,136       62,136
   25         60,136        100,000     18,265      18,265      100,000     43,674      43,674      151,910    113,365      113,365
   30         83,713        100,000     19,909      19,909      100,000     61,207      61,207      244,354    200,290      200,290
========== ============= ============ ========== ============ ============ ========= ============ ============ ========== ==========
</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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

[FN]
*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio described in the section of the prospectus  titled POLICY BENEFITS,  Death
Proceeds - Death Benefit Options 1 and 2.
</FN>

<PAGE>

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

Male Non Smoker                                                                                                     Age at Issue: 35
Specified Amount: $100,000                                                                                    Annual Premium: $1,200
Planned Premium Payable Annually for: 30 years                                                Based on: Guaranteed Mortality Charges
Policy Loans and Withdrawals: None                                                                 Projected Dividends: Not Included
Hypothetical Gross Rates of Return: 0, 6 and 12%                                                            Death Benefit: Option 1*

========== ============= =================================== ==================================== ==================================
             Premiums
End of     Accum at 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      Net Cash       Death       Accum       Net Cash       Death     Accum      Net Cash
                           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          871         100      100,000         933         162     100,000         994         223
      2        2,583      100,000        1,721         989      100,000       1,899       1,166     100,000       2,084       1,352
      3        3,972      100,000        2,548       1,854      100,000       2,897       2,204     100,000       3,277       2,583
      4        5,431      100,000        3,350       2,695      100,000       3,929       3,274     100,000       4,584       3,928
      5        6,962      100,000        4,127       3,549      100,000       4,995       4,416     100,000       6,015       5,437
      6        8,570      100,000        4,878       4,377      100,000       6,093       5,592     100,000       7,582       7,081
      7       10,259      100,000        5,602       5,216      100,000       7,225       6,840     100,000       9,299       8,913
      8       12,032      100,000        6,298       6,028      100,000       8,393       8,123     100,000      11,181      10,911
      9       13,893      100,000        6,965       6,811      100,000       9,595       9,441     100,000      13,244      13,090
     10       15,848      100,000        7,603       7,603      100,000      10,833      10,833     100,000      15,509      15,509
     15       27,189      100,000       10,507      10,507      100,000      17,811      17,811     100,000      30,944      30,944
     20       41,663      100,000       12,317      12,317      100,000      25,705      25,705     100,000      55,978      55,978
     25       60,136      100,000       12,415      12,415      100,000      34,306      34,306     130,154      97,130      97,130
     30       83,713      100,000        9,717       9,717      100,000      43,314      43,314     199,248     163,318     163,318
========== ============= ============ ========= ============ ============ ========== ============ ============ ========== ==========
</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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

[FN]
*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio described in the section of the prospectus  titled POLICY BENEFITS,  Death
Proceeds - Death Benefit Options 1 and 2.
</FN>

<PAGE>

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

Male Non Smoker                                                                                                     Age at Issue: 35
Specified Amount: $100,000                                                                                    Annual Premium: $1,200
Planned Premium Payable Annually for: 30 years                                                   Based on: Current Mortality Charges
Policy Loans and Withdrawals: None                                                                     Projected Dividends: Included
Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                          Death Benefit: Option 2*

========== ============= =================================== ==================================== ==================================
             Premiums
End of     Accum at 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      Net Cash       Death     Accum       Net Cash       Death     Accum      Net Cash
                           Benefit     Value       Value       Benefit      Value       Value       Benefit      Value      Value
========== ============= ============ ========= ============ ============ ========== ============ ============ ========== ==========
<S>           <C>         <C>        <C>          <C>         <C>          <C>          <C>         <C>        <C>         <C>
    1          1,260      100,870       870           99      100,931         931          160      100,992        992         221
    2          2,583      101,716     1,716          984      101,893       1,893        1,161      102,078      2,078       1,345
    3          3,972      102,537     2,537        1,844      102,886       2,886        2,192      103,264      3,264       2,570
    4          5,431      103,332     3,332        2,677      103,908       3,908        3,253      104,559      4,559       3,904
    5          6,962      104,101     4,101        3,523      104,961       4,961        4,383      105,974      5,974       5,396
    6          8,570      104,840     4,840        4,339      106,044       6,044        5,542      107,518      7,518       7,017
    7         10,259      105,549     5,549        5,164      107,155       7,155        6,769       109204      9,204       8,818
    8         12,032      106,229     6,229        5,959      108,295       8,295        8,025      111,045     11,045      10,775
    9         13,893      106,876     6,876        6,722      109,464       9,464        9,310      113,055     13,055      12,900
   10         15,848      107,490     7,490        7,490      110,661      10,661       10,661      115,249     15,249      15,249
   15         27,189      111,536    11,536       11,536      118,935      18,935       18,935      132,100     32,100      32,100
   20         41,663      114,825    14,825       14,825      128,853      28,853       28,853      159,757     59,757      59,757
   25         60,136      117,357    17,357       17,357      141,202      41,202       41,202      207,024    107,024     107,024
   30         83,713      118,176    18,176       18,176      155,388      55,388       55,388      285,965    185,965     185,965
========== ============= ============ ========= ============ ============ ========== ============ ============ ========== ==========
</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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

[FN]
*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Accumulated Value on date of death, or (2) the Accumulated Value on the
date of death  multiplied by the Death Benefit Ratio described in the section of
the prospectus titled POLICY BENEFITS,  Death Proceeds - Death Benefit Options 1
and 2.
</FN>

<PAGE>

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

Male Non Smoker                                                                                                     Age at Issue: 35
Specified Amount: $100,000                                                                                    Annual Premium: $1,200
Planned Premium Payable Annually for: 30 years                                                Based on: Guaranteed Mortality Charges
Policy Loans and Withdrawals: None                                                                 Projected Dividends: Not Included
Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                          Death Benefit: Option 2*

========== ============= =================================== ==================================== ==================================
             Premiums
End of     Accum at 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      Net Cash       Death     Accum       Net Cash       Death     Accum      Net Cash
                           Benefit     Value       Value       Benefit      Value       Value       Benefit      Value      Value
========== ============= ============ ========= ============ ============ ========== ============ ============ ========== ==========
<S>           <C>          <C>        <C>          <C>         <C>          <C>         <C>         <C>        <C>         <C>
    1           1,260      100,870       870           99      100,931         931         160      100,992        992         221
    2           2,583      101,716     1,716          984      101,893       1,893       1,161      102,078      2,078       1,345
    3           3,972      102,537     2,537        1,844      102,886       2,886       2,192      103,264      3,264       2,570
    4           5,431      103,332     3,332        2,677      103,908       3,908       3,253      104,559      4,559       3,904
    5           6,962      104,101     4,101        3,523      104,961       4,961       4,383      105,974      5,974       5,396
    6           8,570      104,840     4,840        4,339      106,044       6,044       5,542      107,518      7,518       7,017
    7          10,259      105,549     5,549        5,164      107,155       7,155       6,769      109,204      9,204       8,818
    8          12,032      106,229     6,229        5,959      108,295       8,295       8,025      111,045     11,045      10,775
    9          13,893      106,876     6,876        6,722      109,464       9,464       9,310      113,055     13,055      12,900
   10          15,848      107,490     7,490        7,490      110,661      10,661      10,661      115,249     15,249      15,249
   15          27,189      110,210    10,210       10,210      117,262      17,262      17,262      129,922     29,922      29,922
   20          41,663      111,679    11,679       11,679      124,252      24,252      24,252      152,607     52,607      52,607
   25          60,136      111,190    11,190       11,190      130,797      30,797      30,797      187,356     87,356      87,356
   30          83,713      107,644     7,644        7,644      135,355      35,355      35,355      240,241    140,241     140,241
========== ============= ============ ========= ============ ============ =========== =========== ============ ========== ==========
</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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

[FN]
*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Accumulated Value on date of death, or (2) the Accumulated Value on the
date of death  multiplied by the Death Benefit Ratio described in the section of
the prospectus titled POLICY BENEFITS,  Death Proceeds - Death Benefit Options 1
and 2.
</FN>

<PAGE>

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

Male Non Smoker                                                                                                     Age at Issue: 50
Specified Amount: $100,000                                                                                    Annual Premium: $2,500
Planned Premium Payable Annually for: 30 years                                                   Based on: Current Mortality Charges
Policy Loans and Withdrawals: None                                                                     Projected Dividends: Included
Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                          Death Benefit: Option 1*

========== ============= =================================== ===================================== =================================
             Premiums
End of     Accum at 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      Net Cash       Death     Accum        Net Cash    Death       Accum      Net Cash
                           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     1,797          206      100,000       1,924         333      100,000      2,052         461
    2             5,381      100,000     3,540        2,028      100,000       3,908       2,396      100,000      4,292       2,781
    3             8,275      100,000     5,226        3,794      100,000       5,951       4,520      100,000      6,739       5,308
    4            11,314      100,000     6,857        5,504      100,000       8,058       6,705      100,000      9,417       8,064
    5            14,505      100,000     8,434        7,241      100,000      10,233       9,040      100,000     12,352      11,159
    6            17,855      100,000     9,960        8,926      100,000      12,482      11,448      100,000     15,578      14,544
    7            21,373      100,000    11,414       10,619      100,000      14,789      13,993      100,000     19,108      18,312
    8            25,066      100,000    12,799       12,242      100,000      17,159      16,602      100,000     22,979      22,422
    9            28,945      100,000    14,108       13,790      100,000      19,592      19,273      100,000     27,231      26,912
   10            33,017      100,000    15,343       15,343      100,000      22,092      22,092      100,000     31,909      31,909
   15            56,644      100,000    22,964       22,964      100,000      38,895      38,895      100,000     67,640      67,640
   20            86,798      100,000    28,461       28,461      100,000      59,654      59,654      149,466    128,850     128,850
   25           125,284      100,000    31,362       31,362      100,000      88,378      88,378      251,497    235,044     235,044
   30           174,402      100,000    28,949       28,949      134,211     127,820     127,820      436,862    416,059     416,059
========== ============= ============ ========= ============ ============ =========== =========== ============ ========== ==========
</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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

[FN]
*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio described in the section of the prospectus  titled POLICY BENEFITS,  Death
Proceeds - Death Benefit Options 1 and 2.
</FN>

<PAGE>

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

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

========== ============= =================================== ==================================== ==================================
             Premiums
End of     Accum at 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      Net Cash       Death     Accum       Net Cash       Death     Accum      Net Cash
                           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     1,797          206      100,000      1,924          333      100,000      2,052         461
    2             5,381      100,000     3,529        2,018      100,000      3,897        2,386      100,000      4,281       2,770
    3             8,275      100,000     5,192        3,761      100,000      5,916        4,484      100,000      6,702       5,271
    4            11,314      100,000     6,782        5,429      100,000      7,978        6,626      100,000      9,332       7,980
    5            14,505      100,000     8,294        7,100      100,000     10,082        8,889      100,000     12,191      10,997
    6            17,855      100,000     9,723        8,689      100,000     12,225       11,191      100,000     15,300      14,266
    7            21,373      100,000    11,068       10,273      100,000     14,407       13,612      100,000     18,688      17,893
    8            25,066      100,000    12,326       11,769      100,000     16,629       16,072      100,000     22,389      21,832
    9            28,945      100,000    13,491       13,173      100,000     18,890       18,572      100,000     26,436      26,118
   10            33,017      100,000    14,557       14,557      100,000     21,186       21,186      100,000     30,870      30,870
   15            56,644      100,000    18,257       18,257      100,000     33,320       33,320      100,000     61,102      61,102
   20            86,798      100,000    17,564       17,564      100,000     45,922       45,922      130,533    112,528     112,528
   25           125,284      100,000     8,911        8,911      100,000     58,869       58,869      209,732    196,011     196,011
   30           174,402         ****      ****         ****      100,000     72,807       72,807      347,854    331,289     331,289
========== ============= ============ ========= ============ ============ ========== ============ ============ ========== ==========
</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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

[FN]
*Under Option 1 the death benefit is the greater of (1) the Specified  Amount or
(2) the Accumulated  Value on the date of death  multiplied by the Death Benefit
Ratio described in the section of the prospectus  titled POLICY BENEFITS,  Death
Proceeds - Death Benefit Options 1 and 2.
</FN>

** Policy terminated prior to year 30.

<PAGE>

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

Male Non Smoker                                                                                                     Age at Issue: 50
Specified Amount: $100,000                                                                                    Annual Premium: $2,500
Planned Premium Payable Annually for: 30 years                                                   Based on: Current Mortality Charges
Policy Loans and Withdrawals: None                                                                     Projected Dividends: Included
Hypothetical Gross Rates of Return: 0%, 6% and 12%                                                          Death Benefit: Option 2*

========== ============= =================================== ==================================== ==================================
             Premiums
End of     Accum at 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      Net Cash       Death     Accum       Net Cash       Death     Accum      Net Cash
                           Benefit     Value       Value       Benefit      Value       Value       Benefit      Value      Value
========== ============= ============ ========= ============ ============ ========== ============ ============ ========== ==========
<S>          <C>             <C>        <C>          <C>         <C>         <C>          <C>         <C>        <C>         <C>
    1             2,625      101,786     1,786          195      101,913      1,913          322      102,040      2,040         449
    2             5,381      103,508     3,508        1,996      103,872      3,872        2,361      104,253      4,253       2,742
    3             8,275      105,162     5,162        3,730      105,877      5,877        4,445      106,655      6,655       5,223
    4            11,314      106,748     6,748        5,396      107,927      7,927        6,575      109,261      9,261       7,909
    5            14,505      108,268     8,268        7,074      110,025     10,025        8,832      112,095     12,095      10,902
    6            17,855      109,722     9,722        8,688      112,173     12,173       11,139      115,180     15,180      14,146
    7            21,373      111,088    11,088       10,293      114,348     14,348       13,553       118516     18,516      17,721
    8            25,066      112,366    12,366       11,809      116,550     16,550       15,993      122,128     22,128      21,572
    9            28,945      113,548    13,548       13,230      118,771     18,771       18,453      126,037     26,037      25,718
   10            33,017      114,633    14,633       14,633      121,009     21,009       21,009      130,267     30,267      30,267
   15            56,644      121,403    21,403       21,403      135,965     35,965       35,965      162,119     62,119      62,119
   20            86,798      125,048    25,048       25,048      151,834     51,834       51,834      212,086    112,086     112,086
   25           125,284      124,279    24,279       24,279      167,955     67,955       67,955      293,537    193,537     193,537
   30           174,402      115,822    15,822       15,822      179,987     79,987       79,987      422,934    322,934     322,934
========== ============= ============ ========= ============ ============ ========== ============ ============ ========== ==========
</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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

[FN]
*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Accumulated Value on date of death, or (2) the Accumulated Value on the
date of death  multiplied by the Death Benefit Ratio described in the section of
the prospectus titled POLICY BENEFITS,  Death Proceeds - Death Benefit Options 1
and 2.
</FN>

<PAGE>

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

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

========== ============= =================================== ==================================== ==================================
             Premiums
End of     Accum at 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      Net Cash       Death      Accum      Net Cash       Death      Accum      Net Cash
                           Benefit     Value       Value       Benefit      Value       Value       Benefit       Value      Value
========== ============= ============ ========= ============ ============= ========= ============ ============= ========== =========
<S>          <C>             <C>        <C>         <C>           <C>        <C>          <C>         <C>        <C>        <C>
    1             2,625      101,786     1,786          195       101,913     1,913          322      102,040      2,040         449
    2             5,381      103,497     3,497        1,985       103,861     3,861        2,350      104,242      4,242       2,730
    3             8,275      105,126     5,126        3,695       105,840     5,840        4,408      106,615      6,615       5,183
    4            11,314      106,668     6,668        5,316       107,842     7,842        6,490      109,170      9,170       7,818
    5            14,505      108,117     8,117        6,924       109,862     9,862        8,668      111,918     11,918      10,725
    6            17,855      109,466     9,466        8,432       111,891    11,891       10,857      114,870     14,870      13,835
    7            21,373      110,710    10,710        9,915       113,923    13,923       13,128      118,039     18,039      17,244
    8            25,066      118,846    11,846       11,289       115,954    15,954       15,397      121,445     21,445      20,888
    9            28,945      112,866    12,866       12,547       117,972    17,972       17,654      125,099     25,099      24,781
   10            33,017      113,759    13,759       13,759       119,966    19,966       19,966      129,016     29,016      29,016
   15            56,644      116,082    16,082       16,082       129,188    29,188       29,188      153,260     53,260      53,260
   20            86,798      112,968    12,968       12,968       134,567    34,567       34,567      186,037     86,037      86,037
   25           125,284      101,355     1,355        1,355       131,198    31,198       31,198      228,257    128,257     125,257
   30           174,402         ****      ****         ****       110,491    10,491       10,491      278,406    178,406     178,406
========== ============= ============ ========= ============ ============= ========= ============ ============= ========== =========
</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 the Owner's choice
of  investment  allocations  and the  investment  results of each series of each
underlying  fund.  The death  benefits and Policy values would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual Policy
years. No  representations  can be made that these  hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

[FN]
*Under  Option 2 the death  benefit is the greater of (1) the  Specified  Amount
plus the Accumulated Value on date of death, or (2) the Accumulated Value on the
date of death  multiplied by the Death Benefit Ratio described in the section of
the prospectus titled POLICY BENEFITS,  Death Proceeds - Death Benefit Options 1
and 2.
</FN>

** Policy terminated prior to year 30.

<PAGE>

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

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

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

<PAGE>

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

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

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

<PAGE>

<TABLE>
<CAPTION>
                                   APPENDIX C
                     FIRST YEAR CONTINGENT DEFERRED CHARGES
                         PER $1,000 OF SPECIFIED AMOUNT

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

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

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

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

<PAGE>

                                   APPENDIX D
                               DEATH BENEFIT RATIO

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

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

<PAGE>

                                     PART II

                                  UNDERTAKINGS

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

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

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

                                 REPRESENTATIONS

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

<PAGE>

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

         The facing sheet.

         The Prospectus consisting of 36 pages.

         Undertakings.

         Representations.

         The signatures.

         Written consent or opinion of the following persons:

                           PricewaterhouseCoopers LLP Consent
                           KPMG LLP Consent
                           Scott Allen - Associate Actuary

         The following exhibits:

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

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

     2.   Not Applicable

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     7.   Not Applicable

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

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

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

          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.

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

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

3.   Not applicable

4.   Not applicable

5.   Not applicable

6.   Not applicable

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

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, CUNA
Mutual Life Variable  Account,  certifies that it meets all of the  requirements
for effectiveness of this Registration  Statement  pursuant to rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned  thereunto duly  authorized,  all in the
City of Madison, and State of Wisconsin, on the 24th of April, 2000.

                                  CUNA Mutual Life Variable Account (Registrant)

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

Pursuant to the requirements of the Securities Act of 1933, the depositor,  CUNA
Mutual Life Insurance  Company,  certifies that it meets all of the requirements
for effectiveness of this Registration  Statement  pursuant to rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned  thereunto duly  authorized,  all in the
City of Madison, and State of Wisconsin, on the 24th 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>
<S>                              <C>                            <C>                              <C>
SIGNATURES AND TITLE             DATE                           SIGNATURES AND TITLE             DATE

/s/James C. Barbre             *                                /s/Omer K. Reed                *
- -------------------------------  --------------                 -------------------------------  --------------
James C. Barbre, Director                                       Omer K. Reed, Director

/s/Robert W. Bream             *                                /s/Richard C. Robertson        *
- -------------------------------  --------------                 -------------------------------  --------------
Robert W. Bream, Director                                       Richard C. Robertson, Director

/s//s/Wilfred F. Broxterman    *                                /s/Rosemarie M. Shultz         *
- -------------------------------  --------------                 -------------------------------  --------------
Wilfred F. Broxterman, Director                                 Rosemarie M. Shultz, Director

/s/James L. Bryan              *                                /s/Neil A. Springer            *
- -------------------------------  --------------                 -------------------------------  --------------
James L. Bryan, Director                                        Neil A. Springer, Director

/s/Loretta M. Burd             *                                /s/Farouk D. G. Wang           *
- -------------------------------  --------------                 -------------------------------  --------------
Loretta M. Burd, Director                                       Farouk D. G. Wang, Director

/s/Ralph B. Canterbury         *                                /s/Larry T. Wilson             *
- -------------------------------  --------------                 -------------------------------  --------------
Ralph B. Canterbury, Director                                   Larry T. Wilson, Director

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

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

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

/s/Michael B. Kitchen               04/24/00
- -------------------------------  --------------
Michael B. Kitchen, Director

/s/Robert T. Lynch             *
- -------------------------------
Robert T. Lynch, Director

/s/Brian L. McDonnell          *
- -------------------------------
Brian L. McDonnell, Director

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

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

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

<PAGE>

                                INDEX TO EXHIBITS

Consent of PricewaterhouseCoopers LLP

Consent of KPMG LLP

Consent of Scott Allen - Associate Actuary

Item 9.           b.       Amendment to Participation Agreement

                  d.       Third Amendment to Participation Agreement

<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 Accountant" 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>

April  19, 2000

CUNA Mutual Life Insurance Company
2000 Heritage Way

Waverly, IA  50677

Ladies and Gentlemen:

As Associate Actuary for CUNA Mutual Life Insurance Company, I have reviewed the
illustrations  for  a  MEMBERS(R)   Variable  Universal  Life  Insurance  Policy
described  in  Post-Effective  Amendment  No.  20 on  Form  S-6 to  Registration
Statement No. 33-19718.

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

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

Sincerely,

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

<PAGE>

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

WHERAS,  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

<PAGE>

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                       ---------------------------------------
Variable Annuity Account)                                                   - T. Rowe Price International Stock
Established December 14, 1993                                                 Portfolio

CUNA Mutual Life Variable Account            Variable Universal Life        T.Rowe International Series, Inc.
(formerly known as Century Variable          33-19718                       ---------------------------------
Account)                                                                    - T. Rowe Price International Stock
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         ---------------------------------
Variable Annuity Account)                    Qualified Plans Not            - T. Rowe Price International Stock
Established August 16, 1983                  Registered in Reliance on        Portfolio
                                             Qualified Plan Exemption
                                             to Registration
                                             Requirements
</TABLE>

<PAGE>

                   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 SERIVCES
                                  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
                                                            33-19718
August 16, 1983                                                                                       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
                                                            Registered in Reliance on Qualified       Emerging Growth Series
August 16, 1983                                             Plan Exemption to Registration
                                                            Requirements
- ---------------------------------------------- -------------------------------------------- ----------------------------------------
</TABLE>




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