VARIABLE ANNUITY ACCOUNT, 485APOS, 1999-03-01

VARIABLE ANNUITY ACCOUNT
485APOS, 1999-03-01

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<PAGE>
File Number 2-97564

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment Number
-------- ----

Post-Effective Amendment Number X 16
-------- ----
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment Number X 15
-------- ----

VARIABLE ANNUITY ACCOUNT
(formerly Minnesota Mutual Variable Annuity Account)
--------------------------------------------------------------------
(Exact Name of Registrant)

MINNESOTA LIFE INSURANCE COMPANY
(formerly The Minnesota Mutual Life Insurance Company)
--------------------------------------------------------------------
(Name of Depositor)

400 ROBERT STREET NORTH, ST. PAUL, MINNESOTA 55101-2098
--------------------------------------------------------------------
(Address of Depositor's Principal Executive Offices) (Zip Code)

(651) 665-3500
--------------------------------------------------------------------
(Depositor's Telephone Number, Including Area Code)

Dennis E. Prohofsky Copy to:
Senior Vice President, J. Sumner Jones, Esq.
General Counsel and Secretary Jones & Blouch L.L.P.
Minnesota Life Insurance Company 1025 Thomas Jefferson St., N.W.
400 Robert Street North Suite 405 West
St. Paul, Minnesota 55101-2098 Washington, D.C. 20007
(Name and Address of Agent for Service)

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (check appropriate box)
immediately upon filing pursuant to paragraph (b)
---
on (date) pursuant to paragraph (b) of Rule 485
---
60 days after filing pursuant to paragraph (a)(i)
---
on (date) pursuant to paragraph (a)(i)
---
75 days after filing pursuant to paragraph (a)(ii)
---
X on May 3, 1999 pursuant to paragraph (a)(ii) of Rule 485.
---

IF APPROPRIATE, CHECK THE FOLLOWING BOX:
___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

TITLE OF SECURITIES BEING REGISTERED
Variable Annuity Contracts

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

<PAGE>

Variable Annuity Account

Cross Reference Sheet to Prospectus

Form N-4

Item Number Caption in Prospectus

1. Cover Page

2. Special Terms

3. Questions and Answers About the Variable Annuity Contracts

4. Condensed Financial Information; Performance Data

5. General Descriptions

6. Contract Charges

7. Description of the Contracts

8. Description of the Contracts; Annuity Payments and Options

9. Description of the Contracts; Death Benefits

10. Description of the Contracts; Purchase Payments and
Value of the Contract

11. Description of the Contracts; Redemptions

12. Federal Tax Status

13. Not Applicable

14. Table of Contents of the Statement of Additional
Information
<PAGE>

PROSPECTUS
MAY 1999

MultiOption-REGISTERED TRADEMARK-
Annuities

Combination fixed and variable annuity contracts for personal retirement plans.
This document consists of Prospectuses for the Variable Annuity Account,
a separate account of Minnesota Life Insurance Company, for Advantus Series
Fund, Inc. and the Templeton Developing Markets Fund, a Series of Templeton
Variable Products Series Fund. This product is distributed through Ascend
Financial Services, member NASD/SIPC.

<PAGE>
VARIABLE ANNUITY CONTRACT PROSPECTUS
FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACT
SINGLE PAYMENT VARIABLE ANNUITY CONTRACT OF MINNESOTA LIFE'S VARIABLE ANNUITY
ACCOUNT

COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS FOR PERSONAL RETIREMENT PLANS

MINNESOTA LIFE INSURANCE COMPANY
("MINNESOTA LIFE")

400 Robert Street North
St. Paul, Minnesota 55101-2098
Ph 651/665-3500
http://www.minnesotamutual.com

This Prospectus describes individual, single and flexible payment, variable
annuity contracts (the "Contract(s)") offered by Minnesota Life Insurance
Company. The contracts may be used in connection with all types of personal
retirement plans. They may also be used apart from those plans.

Your Contract values are invested in our Variable Annuity Account. The Variable
Annuity Account invests in shares of Advantus Series Fund, Inc. and Class 2 of
the Templeton Developing Markets Fund (the "Funds"). Your Contract's
accumulation value and the amount of each variable annuity payment will vary in
accordance with the performance of the Fund investment portfolio(s)
("(Portfolio(s)") you select. You bear the entire investment risk for amounts
you allocate to those Portfolios.

This Prospectus sets forth concisely the information that a prospective investor
should know before investing in the Variable Annuity Account. Read it and keep
it for future reference. A Statement of Additional Information with the same
date contains further contract information. It has been filed with the
Securities and Exchange Commission and is incorporated by reference into this
Prospectus. A copy of the Statement of Additional Information may be obtained
without charge by calling (651) 665-3500, or by writing us at 400 Robert Street
North, St. Paul, Minnesota 55101-2098.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO A CURRENT PROSPECTUS OF THE
ADVANTUS SERIES FUND, INC. AND THE TEMPLETON DEVELOPING MARKETS FUND

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.

THIS PROSPECTUS SHOULD BE READ CAREFULLY AND
RETAINED FOR FUTURE REFERENCE.

The date of this document and the Statement of Additional Information is: May 3,
1999.
<PAGE>
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THE PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

TABLE OF CONTENTS

SPECIAL TERMS 1

QUESTIONS AND ANSWERS ABOUT THE VARIABLE ANNUITY CONTRACTS 2

EXPENSE TABLE 6

GENERAL DESCRIPTIONS 10
Minnesota Life Insurance Company 10
Variable Annuity Account 10
The Funds 10
Additions, Deletions or Substitutions 11

CONTRACT CHARGES 12
Sales Charges 12
Mortality and Expense Risk Charges 14

EXCHANGE OFFER 14

VOTING RIGHTS 15

DESCRIPTION OF THE CONTRACTS 16
General Provisions 16
Annuity Payments and Options 18
Death Benefits 23
Purchase Payments, Value of the Contract and Transfers 24
Redemptions 28

FEDERAL TAX STATUS 29

PERFORMANCE DATA 35

RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM 35

YEAR 2000 COMPUTER PROBLEM 36

STATEMENT OF ADDITIONAL INFORMATION 36

APPENDIX A -- CONDENSED FINANCIAL INFORMATION A-1

APPENDIX B -- ILLUSTRATION OF VARIABLE ANNUITY VALUES B-1

APPENDIX C -- TYPES OF QUALIFIED PLANS C-1
<PAGE>
SPECIAL TERMS

As used in this Prospectus, the following terms have the indicated meanings:

ACCUMULATION UNIT: an accounting device used to determine the value of a
contract before annuity payments begin.

ACCUMULATION VALUE: the sum of your values under a contract in the General
Account and in the Variable Annuity Account.

ANNUITANT: the person who may receive lifetime benefits under the contract.

ANNUITY: a series of payments for life; for life with a minimum number of
payments guaranteed; for the joint lifetime of the annuitant and another person
and thereafter during the lifetime of the survivor; or for a period certain.

ANNUITY UNIT: an accounting device used to determine the amount of annuity
payments.

CODE: the Internal Revenue Code of 1986, as amended.

CONTRACT OWNER: the owner of the contract, which could be the annuitant, his
employer, or a trustee acting on behalf of the employer.

CONTRACT YEAR: a period of one year beginning with the contract date or a
contract anniversary.

FIXED ANNUITY: an annuity providing for payments of guaranteed amounts
throughout the payment period.

FUND: the mutual fund whose separate investment portfolio, we have designated
as an eligible investment for the Variable Annuity Account, namely, Advantus
Series Fund, Inc. ("Advantus Fund") and its Portfolios and class 2 of the
Templeton Developing Markets Fund ("Templeton Fund").

GENERAL ACCOUNT: all of our assets other than those in the Variable Annuity
Account or in other separate accounts established by us.

PLAN: a tax-qualified employer pension, profit-sharing, or annuity purchase
plan under which benefits are to be provided by the variable annuity contracts
described herein.

PURCHASE PAYMENTS: amounts paid to us under a contract.

VALUATION DATE: each date on which a Fund Portfolio is valued.

VARIABLE ANNUITY ACCOUNT: a separate investment account called the Variable
Annuity Account, where the investment experience of its assets is kept separate
from our other assets.

VARIABLE ANNUITY: an annuity providing for payments varying in amount in
accordance with the investment experience of the Fund.

WE, OUR, US: Minnesota Life Insurance Company (formerly "The Minnesota Mutual
Life Insurance Company").

YOU, YOUR: the Contract Owner.

PAGE 1
<PAGE>
QUESTIONS AND ANSWERS ABOUT
THE VARIABLE ANNUITY CONTRACTS

WHAT IS AN ANNUITY?

An annuity is a series of payments for life; for life with a minimum number of
payments guaranteed; for the joint lifetime of the annuitant and another person
and thereafter during the lifetime of the survivor; or for a period certain. An
annuity with payments which are guaranteed as to amount during the payment
period is a fixed annuity. An annuity with payments which vary during the
payment period in accordance with the investment experience of a separate
account is called a variable annuity.

WHAT ARE THE CONTRACTS OFFERED BY THIS PROSPECTUS?

The contracts are combined fixed and variable annuity contracts issued by us
which provide for monthly annuity payments. These payments may begin immediately
or at a future date you specify. We allocate your purchase payments either to
our General Account or Variable Annuity Account, as you specify. In the General
Account, your purchase payments receive interest and principal guarantees. In
the Variable Annuity Account, your purchase payments are invested in each Fund.
There are no interest or principal guarantees on your contract values.

WHAT TYPES OF VARIABLE ANNUITY CONTRACTS ARE AVAILABLE?

We offer two types of contracts. They are the single payment variable annuity
contract and the flexible payment variable annuity contract.

WHAT INVESTMENT OPTIONS ARE AVAILABLE FOR THE VARIABLE ANNUITY ACCOUNT?

Purchase payments allocated to the Variable Annuity Account are invested
exclusively in shares of one or more Fund Portfolios. We reserve the right to
add, combine or remove other eligible funds.

PAGE 2
<PAGE>
The available Portfolios of the Advantus Fund are:

Growth Portfolio
Bond Portfolio
Money Market Portfolio
Asset Allocation Portfolio
Mortgage Securities Portfolio
Index 500 Portfolio
Capital Appreciation Portfolio
International Stock Portfolio
Small Company Growth Portfolio
Maturing Government Bond Portfolios
Value Stock Portfolio
Small Company Value Portfolio
Global Bond Portfolio
Index 400 Mid-Cap Portfolio
Macro-Cap Value Portfolio
Micro-Cap Growth Portfolio
Real Estate Securities Portfolio

The Variable Annuity Account also invests in Class 2 shares of the Templeton
Developing Markets Fund.

There is no assurance that any Portfolio will meet its objectives. Detailed
information about the investment objectives and policies of the Portfolios can
be found in the current prospectus for each Fund, which are attached to this
prospectus. You should carefully read the Fund's prospectus before investing in
the contract.

CAN YOU CHANGE THE PORTFOLIO SELECTED?

Yes. You may change your allocation of future purchase payments by giving us
written notice or a telephone call notifying us of the change. Before annuity
payments begin, you may transfer all or a part of your accumulation value from
one Portfolio to another or among the Portfolios. After annuity payments begin,
you may instruct us to transfer amounts held as annuity reserves among the
variable annuity sub-accounts, subject to some restrictions. Annuity reserves
may be transferred only from a variable annuity to a fixed annuity during the
annuity period.

WHAT CHARGES ARE ASSOCIATED WITH THE CONTRACTS?

We deduct a daily charge equal to an annual rate of 1.25% for mortality and
expense risk guarantees. We reserve the right to increase the charge to not more
than 1.40%.

For more information on charges, see the heading "Contract Charges" in this
Prospectus. The deferred sales charge is discussed below.

PAGE 3
<PAGE>
We deduct a deferred sales charge on contract withdrawals, surrenders and some
annuity elections during the first ten contract years for expenses relating to
the sale of the contracts. The amount of any deferred sales charge is deducted
from the accumulation value.

Under the flexible payment variable annuity contract, the amount of deferred
sales charge, as a percentage of the amount surrendered, withdrawn or applied to
provide an annuity, decreases uniformly during the first ten contract years from
an initial charge of 9% to no charge after ten contract years.

Under the single payment variable annuity contract, the amount of the deferred
sales charge, as a percentage of the amount surrendered, withdrawn or applied to
provide an annuity, decreases uniformly during the first ten contract years from
an initial charge of 6% to no charge after ten contract years.

The deferred sales charge is not applicable to some partial withdrawals from the
contracts. Also, there is no deferred sales charge on amounts paid in the event
of the death of the owner and the accumulation value is applied to provide
annuity payments under an option where benefits are expected to continue for a
period of at least five years. In addition, a deferred sales charge may apply.
We may also deduct any applicable premium taxes (currently such taxes range from
0.0% to 3.5%) depending upon applicable law. The Portfolios pay investment
advisory and other expenses. Total expenses of the Portfolios range from %
to % of average daily net assets of the Portfolios on an annual basis.

CAN YOU MAKE PARTIAL WITHDRAWALS FROM THE CONTRACT?

Yes. You may make withdrawals of the accumulation value of your contract before
an annuity begins. Your request for a partial withdrawal must be in writing.

Partial withdrawals are generally subject to the deferred sales charge. However,
if withdrawals during the first calendar year are equal to or less than 10% of
the purchase payments made during the first year and, if in subsequent calendar
years they are equal to or less than 10% of the accumulation value at the end of
the previous calendar year, the deferred sales charge will not apply to those
partial withdrawals. The deferred sales charge described above will apply to all
withdrawal amounts which exceed 10% of that accumulation value in any calendar
year. In addition, a penalty tax on the amount of the taxable distribution may
be assessed upon withdrawals from variable annuity contracts in certain
circumstances including distributions made prior to the owner's attainment of
age 59 1/2.

DO YOU HAVE A RIGHT TO CANCEL THE CONTRACT?

Yes. You may cancel the contract any time within ten days of your receipt of the
contract by returning it to us or your agent. In some states, such as
California, the free look period may be extended. In California, the free look
period is extended to 30 days' time. These rights are subject to change and may
vary among the states.

PAGE 4
<PAGE>
IS THERE A GUARANTEED DEATH BENEFIT?

Yes. The single payment variable annuity contract has a guaranteed death benefit
if you die before annuity payments have started. The death benefit shall be
equal to the greater of:

- the amount of the accumulation value payable at death; or

- the amount of the total purchase payments paid to us during the first
year as consideration for this contract, less all contract withdrawals.

We will always use this method for all contracts offered by this Prospectus. The
total purchase payment amount will include all contributions, even those made
after 12 months, to determine the death benefit.

WHAT ANNUITY OPTIONS ARE AVAILABLE?

The annuity options available are:

- a life annuity;

- a life annuity with a period certain of 120 months, 180 months or 240
months;

- a joint and last survivor annuity; and

- a period certain annuity.

Each annuity option may be elected as a variable annuity or a fixed annuity or a
combination of the two. Other annuity options may be available from us on
request.

WHAT IF THE OWNER DIES?

If you die before payments begin, we will pay the contract accumulation value
contract to the beneficiary. If the annuitant dies after annuity payments have
begun, we will pay whatever death benefit may be called for by the annuity
option selected.

If the owner of this contract is other than a natural person, such as a trust,
we will pay a death benefit of the accumulation value to the named beneficiary
on the death of the annuitant if death occurs before annuity payments begin.

WHAT VOTING RIGHTS DO YOU HAVE?

Contract owners and annuitants will be able to direct us as to how to vote
shares of the Funds held for their contracts where shareholder approval is
required by law in the affairs of the Funds.

PAGE 5
<PAGE>
EXPENSE TABLE

The tables shown below are to assist a contract owner in understanding the costs
and expenses that a contract will bear directly or indirectly. The table does
not reflect deductions for any applicable premium taxes which may be made from
each purchase payment depending upon the applicable law. Surrender amounts in
years shown reflect the contract owner's ability to withdraw an amount equal to
ten percent of the accumulation value at the end of the previous calendar year
without the imposition of the deferred sales charge. The tables show the
expenses of each portfolio of Advantus Series Fund, Inc. after expense
reimbursement.

The following contract expense information is intended to illustrate the
expenses of the MultiOption Annuity variable annuity contracts. All expenses
shown are rounded to the nearest dollar. The information contained in the tables
must be considered with the narrative information which immediately follows them
in this heading.

SINGLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT

CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Deferred Sales Load (as a percentage of 6% decreasing uniformly by .05% for
amount surrendered) each of the first 120 months from the
contract date
</TABLE>

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

<TABLE>
<S> <C>
Mortality and Expense Risk Fees 1.25%
----
Total Separate Account Annual Expenses 1.25%
----
----
</TABLE>

FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT

CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Deferred Sales Load (as a percentage of 9% decreasing uniformly by .075% for
amount surrendered) each of the first 120 months from the
contract date
</TABLE>

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

<TABLE>
<S> <C>
Mortality and Expense Risk Fees 1.25%
----
Total Separate Account Annual Expenses 1.25%
----
----
</TABLE>

PAGE 6
<PAGE>
FUND ANNUAL EXPENSES
(As a percentage of average net assets for the described Advantus Series Fund,
Inc. Portfolios and the Templeton Variable Product Series).

<TABLE>
<CAPTION>
TOTAL FUND ANNUAL
OTHER EXPENSES EXPENSES (AFTER
INVESTMENT (AFTER EXPENSE DISTRIBUTION EXPENSE
MANAGEMENT FEES REIMBURSEMENTS) EXPENSES REIMBURSEMENTS)
----------------- ----------------- ------------ -----------------
<S> <C> <C> <C> <C>
Advantus Series Fund, Inc.:
Growth Portfolio
Bond Portfolio
Money Market Portfolio
Asset Allocation Portfolio
Mortgage Securities Portfolio
Index 500 Portfolio
Capital Appreciation Portfolio
International Stock Portfolio
Small Company Growth Portfolio
Maturing Government Bond 2002 Portfolio (1)
Maturing Government Bond 2006 Portfolio (1)
Maturing Government Bond 2010 Portfolio (1)
Value Stock Portfolio
Small Company Value Portfolio (1)
Global Bond Portfolio
Index 400 Mid-Cap Portfolio (1)
Macro-Cap Value Portfolio (1)
Micro-Cap Growth Portfolio (1)
Real Estate Securities Portfolio (2)
Templeton Variable Products Series:
Developing Markets Fund Class 2
</TABLE>

(1) Minnesota Life voluntarily absorbed certain other fund operating expenses of
the Value Stock Portfolio for the year ended December 31, 1997. If this
portfolio had been charged for these expenses, the ratio of total annual fund
expenses to average daily net assets would have been .00%. It is Minnesota
Life's present intention to waive other fund operating expenses during the
current fiscal year which exceed, as a percentage of average daily net assets,
.00%. Minnesota Life also reserves the option to reduce the level of other fund
operating expenses which it will voluntarily absorb.

(2) Because the portfolio has only recently commenced operations, the figure for
other fund operating expenses has been based on estimates for the current fiscal
year. Minnesota Life has voluntarily agreed to absorb certain other fund
operating expense for the Small Company Value and Global Bond Portfolios for the
year ending December 31, 1997. If the Small Company Value and Global Bond
Portfolios were to be charged for these expenses, it is estimated that the ratio
of total fund annual expenses to average daily net assets would be .00% and
.00%, respectively.

PAGE 7
<PAGE>
CONTRACT OWNER EXPENSE EXAMPLE

SINGLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT

You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return and (2) redemption at the end of each time period.

<TABLE>
<CAPTION>
IF YOU ANNUITIZE FOR A LIFETIME
IF YOU SURRENDERED YOUR INCOME AT THE END OF THE
CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD OR YOU
APPLICABLE TIME PERIOD DO NOT SURRENDER YOUR CONTRACT
----------------------------------------- -----------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- -------- -------- --------- ------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Growth Portfolio
Bond Portfolio
Money Market Portfolio
Asset Allocation Portfolio
Mortgage Securities Portfolio
Index 500 Portfolio
Capital Appreciation Portfolio
International Stock Portfolio
Small Company Growth Portfolio
Maturing Government Bond 2002
Portfolio (1)
Maturing Government Bond 2006
Portfolio (1)
Maturing Government Bond 2010
Portfolio (1)
Value Stock Portfolio
Small Company Value Portfolio (1)
Global Bond Portfolio
Index 400 Mid-Cap Portfolio (1)
Macro-Cap Value Portfolio (1)
Micro-Cap Growth Portfolio (1)
Real Estate Securities Portfolio
(2)
Templeton Variable Products Series:
Developing Markets Fund Class 2
</TABLE>

*Annuitization for this purpose means the election of an Annuity Option under
which benefits are expected to continue for at least 5 years.

PAGE 8
<PAGE>
CONTRACT OWNER EXPENSE EXAMPLE

FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT

You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return and (2) redemption at the end of each time period.

*Annuitization for this purpose means the election of an Annuity Option under
which benefits are expected to continue for at least 5 years.

The examples contained in the table should not be considered a representation of
past or future expenses. Actual expenses may be greater or less than those
shown.

PAGE 9
<PAGE>
(SIDEBAR)
We are a life insurance company.
The Variable Annuity Account is one of our separate accounts.
Each of the 20 sub-accounts of the Variable Account invests in a different Fund
Portfolio.
(END SIDEBAR)

GENERAL DESCRIPTIONS

A. MINNESOTA LIFE INSURANCE COMPANY

We are Minnesota Life Insurance company ("Minnesota Life"), a life insurance
company organized under the laws of Minnesota. Minnesota Life was formerly known
as The Minnesota Mutual Life Insurance Company ("Minnesota Mutual"), a mutual
life insurance company organized in 1880 under the laws of Minnesota. On October
1, 1998, a plan of reorganization created a mutual insurance holding company
named Minnesota Mutual Companies, Inc. Minnesota Mutual reorganized as a stock
insurance company subsidiary of the new holding company and took the new name
Minnesota Life. Our home office is at 400 Robert Street North, St. Paul,
Minnesota 55101-2098, telephone: (651) 665-3500. We are licensed to do a life
insurance business in all states of the United States (except New York where we
are an authorized reinsurer), the District of Columbia, Canada, Puerto Rico and
Guam.

B. VARIABLE ANNUITY ACCOUNT

We established the Variable Annuity Account on September 10, 1984, in accordance
with Minnesota law. The name changed from Minnesota Mutual Variable Annuity
Account on October 1, 1998. The separate account is registered as a "unit
investment trust" with the Securities and Exchange Commission under the
Investment Company Act of 1940, but that registration does not mean that the
Securities and Exchange Commission supervises the management, or the investment
practices or policies, of the Variable Annuity Account.

The assets of the Variable Annuity Account are not chargeable with liabilities
arising out of any other business which we may conduct. The investment
performance of the Variable Annuity Account is entirely independent of both the
investment performance of our General Account and our separate accounts. All
obligations under the contracts are general corporate obligations of Minnesota
Life.

The Variable Annuity Account currently has twenty sub-accounts to which you may
allocate purchase payments. Each sub-account invests in shares of a
corresponding Portfolio of the Funds. Additional sub-accounts may be added at
our discretion.

C. THE FUNDS

Advantus Fund is a mutual fund advised by Advantus Capital Management, Inc.
("Advantus Capital"). Advantus Fund issues its shares only to use in our
separate account. It may offer shares to separate accounts of insurance
companies affiliated with us in the future.

Advantus Capital is a wholly-owned subsidiary of Minnesota Life.

PAGE 10
<PAGE>
(SIDEBAR)
We may change the Portfolios offered under the contract.
(END SIDEBAR)

Advantus Capital has retained investment sub-advisers to manage the investments
of certain Portfolios of Advantus Fund. Those sub-advisers are:

<TABLE>
<CAPTION>
SERIES FUND PORTFOLIO SUB-ADVISER
- --------------------- --------------------------------------
<S> <C>
Capital Appreciation Winslow Capital Management, Inc.
International Stock Templeton Investment Counsel, Inc.
Macro-Cap Value J.P. Morgan Investment Management Inc.
Micro-Cap Growth Wall Street Associates
Global Bond Julius Baer Investment Management Inc.
</TABLE>

The Variable Annuity Account also invests in Class 2 shares of Templeton
Developing Markets Fund, a diversified portfolio of Templeton Fund. The
investment adviser of Templeton Developing Markets Fund is Templeton Asset
Management Ltd.

Prospectuses for Advantus Fund and Templeton Fund are attached to this
Prospectus. You should carefully read those prospectuses before investing in the
contract.

D. ADDITIONS, DELETIONS OR SUBSTITUTIONS

We retain the right, subject to any applicable law, to make substitutions with
respect to the investments of the sub-accounts of the Variable Annuity Account.
If investment in a Fund should no longer be possible or if we determine it
becomes inappropriate for these contracts, we may substitute another Fund for a
sub-account. Substitution may be with respect to existing accumulation values,
future purchase payments and future annuity payments.

We may also establish additional sub-accounts in the Variable Annuity Account.
We reserve the right to add, combine or remove any sub-accounts of the Variable
Annuity Account. Each additional sub-account will purchase shares in a new Fund.
Sub-accounts may be established when, in our sole discretion, marketing, tax,
investment or other conditions warrant such action. We will use similar
considerations in determining whether to eliminate one or more of the sub-
accounts of the Variable Annuity Account. The addition of any investment option
will be made available to existing contract owners on any basis we may
determine.

We also reserve the right, when permitted by law, to de-register the Variable
Annuity Account under the Investment Company Act of 1940, to restrict or
eliminate any voting rights of the contract owners, and to combine the Variable
Annuity Contract with one or more of our other separate accounts.

Shares of the Portfolios of the Funds are also sold to some of our other
separate accounts, which may invest premiums under variable life policies. It is
conceivable that in the future it may be disadvantageous for variable life
insurance separate accounts and variable annuity separate accounts to invest in
the Fund simultaneously. Although neither we nor the Funds currently foresee any
such disadvantages either to variable life insurance policy owners or to

PAGE 11
<PAGE>
(SIDEBAR)
A deferred sales charge may apply.
(END SIDEBAR)
variable annuity contract owners, the Funds' Boards of Directors intend to
monitor events in order to identify any material conflicts between such policy
owners and contract owners and to determine what action, if any, should be taken
in response thereto. An action could include the sale of Fund shares by one or
more of the separate accounts, which could have adverse consequences. Material
conflicts could result from, for example,

- changes in state insurance laws,

- changes in Federal income tax laws

- changes in the investment management of any of the Portfolios of the
Fund, or

- differences in voting instructions between those given by policy owners
and those given by contract owners.

CONTRACT CHARGES

A. SALES CHARGES

No sales charge is deducted from the purchase payment made for this contract.
However, when a contract's accumulation value is reduced by a withdrawal,
surrender or applied to provide an annuity, a deferred sales charge may be
deducted. This is for expenses relating to the sale of the contracts.

No deferred sales charge is deducted from the accumulation value withdrawn if:

- the withdrawal occurs after a contract has been in force for at least ten
contract years,

- withdrawals during the first calendar year are equal to or less than 10%
of the purchase payments and, if in subsequent calendar years they are
equal to or less than 10% of the accumulation value at the end of the
previous calendar year,

- the withdrawal is on account of the annuitant's death, or

- the withdrawal is for the purpose of providing annuity payments under an
option where payments are expected to continue for at least five years.

If withdrawals in a calendar year exceed 10% of those purchase payments or
accumulation value, the sales charge applies to the amount of the excess
withdrawal. We will waive the sales charge on that portion of a contract's
accumulation value which is applied to the purchase of our Adjustable Income
Annuity, which is an immediate variable annuity contract. We will also waive the
sales charge on amounts withdrawn because of an excess contribution to a tax-
qualified contract for example, an IRA or a tax-sheltered annuity.

PAGE 12
<PAGE>
(SIDEBAR)
We pay broker-dealers to sell the contracts.
(END SIDEBAR)

The sales charge is deducted from the remaining accumulation value of the
contract except in the case of a surrender, where it reduces the amount paid to
you. We will deduct the sales charge proportionally from the fixed and variable
accumulation value of the contract.

The amount of the deferred sales charge, shown as a percentage of the
accumulation value withdrawn, follows. Percentages are shown as of the contract
date and the end of each of the first ten contract years. The percentages
decrease uniformly each month for 120 months from the contract date.

<TABLE>
<CAPTION>
DEFERRED SALES CHARGE
-----------------------------------
FLEXIBLE PAYMENT SINGLE PAYMENT
BEGINNING OF VARIABLE ANNUITY VARIABLE ANNUITY
CONTRACT YEAR CONTRACT CONTRACT
- ------------- ---------------- ----------------
<S> <C> <C>
1 9.0% 6.0%
2 8.1 5.4
3 7.2 4.8
4 6.3 4.2
5 5.4 3.6
6 4.5 3.0
7 3.6 2.4
8 2.7 1.8
9 1.8 1.2
10 0.9 0.6
11 0 0
</TABLE>

Deduction for any applicable state premium taxes may be made from each purchase
payment or at the commencement of annuity payments. (Currently, such taxes range
from 0.5% to 3.5%, depending on the applicable law.) An amount withdrawn from
the contract may be reduced by any premium taxes not previously deducted.

As a percentage of purchase payments paid to the contracts, Ascend Financial
Services, Inc. ("Ascend Financial"), the principal underwriter, may pay up to
4.5% of the amount of those purchase payments to broker-dealers responsible for
the sales of the contracts. In addition, Ascend Financial or we will pay, based
uniformly on the sale of variable annuity contracts by broker-dealers, credits
which allow registered representatives responsible for sales of variable annuity
contracts to attend conventions and other meetings sponsored by us or our
affiliates for the purpose of promoting the sale of the insurance and/or
investment products that we offer. Credits may cover things such as the
registered representatives' transportation, hotel accommodations, meals, and
registration fees. We may also pay those registered representatives amounts
based upon their production and the persistency of life insurance and annuity
business placed with us.

PAGE 13
<PAGE>
(SIDEBAR)
The mortality and expense risk charge is 1.25%. We may increase it to 1.40%.
(END SIDEBAR)

B. MORTALITY AND EXPENSE RISK CHARGES

We assume the mortality risk under the contracts by our obligation to continue
to make monthly annuity payments, in accordance with the annuity rate tables and
other provisions in the contracts, regardless of how long that annuitant lives
or all annuitants live. This assures an annuitant that neither the annuitant's
own longevity nor an improvement in life expectancy generally will have an
adverse effect on the monthly annuity payments received under the contract.

Our expense risk is the risk that claims under the contracts will be inadequate
to cover our expenses.

For assuming these risks, we currently make a deduction from the Variable
Annuity Account at the annual rate of 1.25%. We reserve the right to increase
the charge to not more than 1.40%.

If these deductions are insufficient to cover our actual costs, then we will
absorb the resulting losses. If the deductions prove to be more than sufficient
after the establishment of any contingency reserves deemed prudent or as
required by law, any excess will be profit (or "retained earnings") to us. Some
or all of such profit may be used to cover any distributions costs not recovered
through the deferred sales charge.

EXCHANGE OFFER

Persons owning or having an interest in certain of our fixed and variable
annuities may exchange them for the contract and transfer current accumulation
values into them.

Contract which can be exchanged are: individual fixed annuities issued by us and
The Ministers Life Insurance Company, except SPDA 3 and SecureOption III;
participants under our group annuities offering fixed benefits in situations
other than where the contract is issued in connection with a tax-qualified stock
bonus, pension or profit sharing plan and variable annuity contracts issued by
our Variable Fund D with a contingent deferred sales charge.

If you own a combination fixed and variable annuity contract, where any general
account assets are beyond a withdrawal charge period you may also be eligible
for a contract exchange. For these contracts, you cannot change allocations as
between fixed and variable accumulations at the time of the exchange. In
addition, for contracts with interests in our Variable Fund D, other than those
with a contingent deferred sales load, the contract or your participation in it
must be of at least ten year's duration. No charge is made on this transfer.

For contracts described in this Prospectus, where the contract type is to be
exchanged, as from a single payment contract to a flexible payment contract, we
will allow that exchange only during the original contract's first contract year
and if there have been no transfers or withdrawals. Also, for contracts
described in this Prospectus, we will allow exchanges of qualified plan types
which are

PAGE 14
<PAGE>
(SIDEBAR)
You can instruct us how to vote Fund shares.
(END SIDEBAR)

essentially changes of plan type as, for example, when a person wishes to
convert an existing IRA into a Roth IRA. In some circumstances where contracts
are being exchanged we may charge $50 to cover administrative expense.

For exchanges from an annuity where a sales charge is deducted from each
purchase payment, accumulation values credited to a contract at the time of
transfer will not be subject to a deferred sales charge at any time. However,
purchase payments made later to the contract may be subject to a deferred sales
charge if those amounts are then withdrawn, surrendered or applied to provide an
annuity. The deferred sales charge will be applied so that the contract year of
the contract will be the same as the prior annuity.

For exchanges from annuities where a deferred sales charge may be made on
withdrawals, surrenders or when amounts are applied to provide an annuity, no
deferred sales charge will be made at the time of transfer. However, a deferred
sales charge may be deducted from the accumulation value of the contract on such
a basis so that the contract year of the contract will be determined as of the
contract date of the annuity from which the accumulation value was transferred
or, if transfer is of participation in a group annuity, from the first day of
the month in which contributions were first received from the individual under
the group annuity contract on behalf of that individual.

In thinking about an exchange, you should review the contract you now own and
the contracts described in the Prospectus. To make an exchange, your completed
application, Annuity Exchange Authorization and existing annuity contract should
be returned to us.

VOTING RIGHTS

We will vote Fund shares held in the Variable Annuity at shareholder meetings of
the Funds. We will vote shares attributable to contracts in accordance with
instructions received from contract owners with voting interests in each sub-
account of the Variable Annuity Account. We will vote shares for which no
instructions are received and shares not attributable to contracts in the same
proportion as shares for which instructions have been received. The number of
votes for which a contract owner may provide instructions will be calculated
separately for each sub-account of the Variable Annuity Account. If, applicable
laws should change so that we may be allowed to vote shares in our own right,
then we may elect to do so.

During the accumulation period you hold the voting interest in each contract.
The number of votes is reached by dividing the accumulation value of the
contract attributable to each sub-account by the net asset value per share of
the Fund shares held by that sub-account.

During the annuity period the annuitant holds the voting interest in each
contract. The number of votes is reached by dividing the reserve for each
contract allocated to each sub-account by the net asset value per share of the
Fund shares

PAGE 15
<PAGE>
(SIDEBAR)
The contract is a flexible payment variable annuity. It is also available as a
single payment contract.
We issue the contract to you and you select the annuitant.
(END SIDEBAR)

held by that sub-account. After an annuity begins, the votes for contract will
decrease as the reserves decrease. In determining any voting interest, we count
fractional shares.

We will notify you or the annuitant of a Fund shareholders' meeting if the
contract has shares to vote. We will also send proxy materials and a form of
instruction so that you can instruct us about voting.

DESCRIPTION OF THE CONTRACTS

A. GENERAL PROVISIONS

1. Types of Contracts Offered

(a) Single Payment Variable Annuity Contract

This type of contract may be used in connection with a pension or
profit-sharing plan under which plan contributions have been
accumulating. It may be used in connection with a plan which has
previously been funded with insurance or annuity contracts. It may be
used under state deferred compensation plans or individual retirement
annuity programs. It may also be purchased by individuals not as a part
of any qualified plan. The contract provides for a fixed or variable
annuity to begin at some future date with the purchase payment made
either in a lump sum or in a series of payments in a single contract
year.

(b) Flexible Payment Variable Annuity Contract

This type of contract may be used in connection with all types of plans,
state deferred compensation plans or individual retirement annuities
adopted by or on behalf of individuals. It may also be purchased by
individuals not as a part of any plan. The contract provides for a
variable annuity or a fixed annuity to begin at some future date with
the purchase payments for the contract to be paid prior to the annuity
commencement date in a series of payments flexible in respect to the
date and amount of payment.

2. Issuance of Contracts

The contracts are issued to you, the contract owner named in the application.
The owner of the contract may be the annuitant or someone else.

3. Modification of the Contracts

Your contract may be modified at any time by written agreement between you and
us. However, no modification will adversely affect the rights of an annuitant
under the contract unless the modification is made to comply with a law or
government regulation. You will have the right to accept or reject the
modification. This right of acceptance or rejection is limited for contracts
used as individual retirement annuities.

PAGE 16
<PAGE>
(SIDEBAR)
You cannot pay more than $1 million unless we consent.
We may cancel your contract if you stop making payments and have a small
accumulation value.
(END SIDEBAR)

4. Assignment

If the contract is sold in connection with a tax-qualified program, (including
employer sponsored employee pension benefit plans, tax-sheltered annuities and
individual retirement annuities,)

- your or the annuitant's interest may not be assigned, sold, transferred,
discounted or pledged as collateral for a loan or as security for the
performance of an obligation or for any other purpose, and

- to the maximum extent permitted by law, benefits payable under the
contract shall be exempt from the claims of creditors.

If the contract is not issued in connection with a tax-qualified program, any
person's interest in the contract may be assigned during the lifetime of the
annuitant.

We will not be bound by any assignment until we have recorded written notice of
it at our home office. We are not responsible for the validity of any
assignment. An assignment will not apply to any payment or action made by us
before it was recorded. Any proceeds which become payable to an assignee will be
payable in a single sum. Any claim made by an assignee will be subject to proof
of the assignee's interest and the extent of the assignment.

5. Limitations on Purchase Payments

For the single payment variable annuity contract, the single payment will be
deemed to include all purchase payments made within 12 months of the contract
date. The amount of an initial purchase payment must be at least $5,000. The
amount of any subsequent payment during that 12 month period must be at least
$1,000.

Some states, for example, New Jersey, will limit these contracts to a single
purchase payment and contracts issued there are so limited.

You choose when to make purchase payments under a flexible payment variable
annuity contract. There is no minimum purchase payment amount and there is no
minimum amount which must be allocated to any sub-account of the Variable
Annuity Account or to the General Account.

Total purchase payments under either contract may not exceed $1,000,000, except
with our consent.

We may cancel a flexible payment contract, in our discretion, if no purchase
payments are made for a period of two or more full contract years and both (a)
the total purchase payments made, less any withdrawals and associated charges,
and (b) the accumulation value of the entire contract, are less than $2,000. If
such a cancellation takes place, we will pay you the accumulation value of your
contract and we will notify you, in advance, of our intent to exercise this
right in our annual report which advises contract owners of the status of their
contracts. We will act to cancel the contract ninety days after the contract
anniversary unless an additional purchase payment is received before the end of

PAGE 17
<PAGE>
(SIDEBAR)
We normally pay lump sum payments within 7 days, but may delay payments in
certain circumstances.
The contract is non-participating.
(END SIDEBAR)

that ninety day period. Contracts issued in some states, for example, New
Jersey, do not permit such a cancellation and contracts issued there do not
contain this provision.

There may be limits on the maximum contributions to retirement plans that
qualify for special tax treatment.

6. Deferment of Payment

Whenever any payment under a contract is to be made in a single sum, payment
will be made within seven days after the date such payment is called for by the
terms of the contract, except as payment may be subject for postponement for:

(a) any period during which the New York Stock Exchange is closed other than
customary weekend and holiday closings, or during which trading on the New
York Stock Exchange is restricted, as determined by the Securities and
Exchange Commission;

(b) any period during which an emergency exists as determined by the Commission
as a result of which it is not reasonably practical to dispose of
securities in the Fund or to fairly determine the value of the assets of
the Fund; or

7. Participation

The contracts are non-participating. Contracts issued prior to October 1, 1998
were participating. The amounts, if any, that will be distributable under
participating contracts in the future will be determined by us and credited to
the contracts on a basis we determine. We do not anticipate dividend payments.

B. ANNUITY PAYMENTS AND OPTIONS

1. Annuity Payments

Variable annuity payments are determined on the basis of (a) the mortality table
specified in the contract, which reflects the age of the annuitant, (b) the type
of annuity payment option selected, and (c) the investment performance of the
Fund Portfolios selected by the contract owner. The amount of the variable
annuity payments will not be affected by adverse mortality experience or by an
increase in our expenses in excess of the expense deductions provided for in the
contract. The annuitant will receive the value of a fixed number of annuity
units each month. The value of such units, and thus the amounts of the monthly
annuity payments will, however, reflect investment gains and losses and
investment income of the Funds, and thus the annuity payments will vary with the
investment experience of the assets of the Portfolio of the Fund selected by the
contract owner.

PAGE 18
<PAGE>
(SIDEBAR)
Each of the annuity options is available on a fixed, variable or combination
fixed and variable basis.
You tell us when to start making annuity payments to the annuitant, unless your
retirement plan requires them to begin by a certain age.
(END SIDEBAR)

2. Electing the Retirement Date and Form of Annuity

The contracts provide for four optional annuity forms, any one of which may be
elected if permitted by law. Each annuity option may be elected on either a
variable annuity or a fixed annuity basis, or a combination of the two. Other
annuity options may be available from us on request.

While the contracts require that notice of election to begin annuity payments
must be received by us at least 30 days prior to the annuity commencement date,
we are currently waiving that requirement for such variable annuity elections
received at least three valuation days prior to the 15th of the month. We
reserve the right to enforce the 30 day notice requirement at our option at any
time in the future.

Each contract permits an annuity payment to begin on the first day of any month.
Under the contracts payment must begin before the later of the 85th birthday of
the annuitant, or five years after the date of issue of the contracts. A
variable annuity will be provided and the annuity option shall be Option 2A, a
life annuity with a period of 120 months. The minimum first monthly annuity
payment on either a variable or fixed dollar basis is $20. If such first monthly
payment would be less than $20, we may fulfill our obligation by paying in a
single sum the surrender value of the contract which would otherwise have been
applied to provide annuity payments.

Once annuity payments have commenced, you cannot surrender an annuity benefit
and receive a single sum settlement in lieu thereof.

Benefits under retirement plans that qualify for special tax treatment generally
must commence no later than the April 1 following the year in which the
participant reaches age 70 1/2 and are subject to other conditions and
restrictions.

3. Optional Annuity Forms

OPTION 1 - LIFE ANNUITY This is an annuity payable monthly during the lifetime
of the annuitant and terminating with the last monthly payment preceding the
death of the annuitant. This option offers the maximum monthly payment since
there is no guarantee of a minimum number of payments or provision for a death
benefit for beneficiaries. It would be possible under this option for the
annuitant to receive only one annuity payment if he died prior to the due date
of the second annuity payment, two if he died before the due date of the third
annuity payment, etc.

OPTION 2 - LIFE ANNUITY WITH A PERIOD CERTAIN OF 120 MONTHS (OPTION 2A), 180
MONTHS (OPTION 2B), OR 240 MONTHS (OPTION 2C) This is an annuity payable
monthly during the lifetime of the annuitant, with the guarantee that if the
annuitant dies before payments have been made for the period certain elected,
payments will continue to the beneficiary during the remainder of the period
certain. If the beneficiary so elects at any time during the remainder of the
period certain, the present value of the remaining guaranteed number of
payments, based

PAGE 19
<PAGE>
(SIDEBAR)
The amount of your first annuity payment depends on the age of the annuitant and
the annuity option you select.
(END SIDEBAR)

on the then current dollar amount of one such payment and using the same
interest rate which served as a basis for the annuity shall be paid in a single
sum to the beneficiary.

OPTION 3 - JOINT AND LAST SURVIVOR ANNUITY This is an annuity payable monthly
during the joint lifetime of the annuitant and a designated joint annuitant and
continuing thereafter during the remaining lifetime of the survivor. Under this
option there is no guarantee of a minimum number of payments or provision for a
death benefit for beneficiaries. If this option is elected, the contract and
payments shall then be the joint property of the annuitant and the designated
joint annuitant. It would be possible under this option for both annuitants to
receive only one annuity payment if they both died prior to the due date of the
second annuity payment, two if they died before the due date of the third
annuity payment, etc.

OPTION 4 - PERIOD CERTAIN ANNUITY This is an annuity payable monthly for a
period certain of from 5 to 20 years, as elected. If the annuitant dies before
payments have been made for the period certain elected, payments will continue
during the remainder of the fixed period to the beneficiary. Contracts issued
prior to May of 1993, or such later date as we receive regulatory approval to
issue these new contracts in a state and are administratively able to do so, may
allow the election of a period certain option of less than five years. In the
event of the death of the annuitant, the beneficiary may elect that (1) the
present value of the remaining guaranteed number of payments, based on the then
current dollar amount of one such payment and using the same interest rate which
served as a basis for the annuity, shall be paid in a single sum, or (2) such
commuted amount shall be applied to effect a life annuity under Option 1 or
Option 2.

4. Determination of Amount of First Monthly Annuity Payment

Under the contracts described in this Prospectus, the first monthly annuity
payment is determined by the available value of the contract when an annuity
begins. In addition, a number of states do impose a premium tax on the amount
used to purchase an annuity benefit, depending on the type of plan involved.
Where applicable, these taxes currently range from 0.0% to 3.5% and are deducted
from the contract value applied to provide annuity payments. We reserve the
right to make such deductions from purchase payments as they are received.

The amount of the first monthly payment depends on the optional annuity form
elected and the adjusted age of the annuitant. A formula for determining the
adjusted age is contained in the contract.

The contracts contain tables indicating the dollar amount of the first fixed
monthly payment under each optional annuity form for each $1,000 of value
applied. The tables are determined from the Progressive Annuity Table with
interest at the rate of 3% per annum, assuming births in the year 1900 and an
age setback of six years. Also, for contracts issued after 1993 or such later
date as we may be able to issue this contract in a jurisdiction, the contract
contains a provision that applies a contract fee of $200 when a fixed annuity is
elected. If,

PAGE 20
<PAGE>
when annuity payments are elected, we are using tables of annuity rates for
these contracts which result in larger annuity payments, we will use those
tables instead.

The dollar amount of the first monthly variable annuity payment is determined by
applying the available value (after deduction of any premium taxes not
previously deducted) to a rate per $1,000 which is based on the Progressive
Annuity Table with interest at the rate of 4.5% per annum, assuming births in
the year 1900 and with an age setback of six years. The amount of the first
payment depends upon the annuity payment option selected and the adjusted age of
the annuity and any joint annuitant. A number of annuity units is then
determined by dividing this dollar amount by the then current annuity unit
value. Thereafter, the number of annuity units remains unchanged during the
period of annuity payments. This determination is made separately for each
sub-account of the separate account. The number of annuity units is based upon
the available value in each sub-account as of the date annuity payments are to
begin.

The dollar amount determined for each sub-account will then be aggregated for
purposes of making payment.

The 4.5% interest rate assumed in the variable annuity determination would
produce level annuity payments if the net investment rate remained constant at
4.5% per year. Subsequent payments will decrease, remain the same or increase
depending upon whether the actual net investment rate is less than, equal to, or
greater than 4.5%. A higher interest rate means a higher initial payment, but a
more slowly rising (or more rapidly falling) series of subsequent payments. A
lower assumption has the opposite effect. For contracts issued prior to May of
1993, or such later date as when we receive regulatory approval to issue these
new contracts in a state and are administratively able to do so, which utilized
such a lower rate, the payments will differ from these contracts in the manner
described.

Annuity payments are always made as of the first day of a month. The contracts
require that notice of election to begin annuity payments must be received by us
at least thirty days prior to the annuity commencement date. However, Minnesota
Life currently waives this requirement, and at the same time reserves the right
to enforce the thirty day notice at its option in the future.

Money will be transferred to the General Account for the purpose of electing
fixed annuity payments, or to the appropriate variable sub-accounts for variable
annuity payments, on the valuation date coinciding with the first valuation date
following the fourteenth day of the month preceding the date on which the
annuity is to begin.

If a request for a fixed annuity is received between the first valuation date
following the fourteenth day of the month and the second to last valuation date
of the month prior to commencement, the transfer will occur on the valuation
date coincident with or next following the date on which the request is
received.

PAGE 21
<PAGE>
(SIDEBAR)
You may change Portfolios in the annuity period, subject to some restrictions.
(END SIDEBAR)

If a fixed annuity request is received after the third to the last valuation day
of the month prior to commencement, it will be treated as a request received the
following month, and the commencement date will be changed to the first of the
month following the requested commencement date. The account value used to
determine fixed annuity payments will be the value as of the last valuation date
of the month preceding the date the fixed annuity is to begin.

If a variable annuity request is received after the third valuation date
preceding the first valuation date following the fourteenth day of the month
prior to the commencement date, it will be treated as a request received the
following month, and the commencement date will be changed to the first of the
month following the requested commencement date. The account value used to
determine the initial variable annuity payment will be the value as of the first
valuation date following the fourteenth day of the month prior to the variable
annuity begin date.

5. Amount of Second and Subsequent Monthly Annuity Payments

The dollar amount of the second and later variable annuity payments is equal to
the number of annuity units determined for each sub-account times the annuity
unit value for that sub-account as of the due date of the payment. This amount
may increase or decrease from month to month.

6. Value of the Annuity Unit

The value of an annuity unit for a sub-account is determined monthly as of the
first day of each month by multiplying the value on the first day of the
preceding month by the product of (a) .996338, and (b) the ratio of the value of
the accumulation unit for that sub-account for the valuation date next following
the fourteenth day of the preceding month to the value of the accumulation unit
for the valuation date next following the fourteenth day of the second preceding
month (.996338 is a factor to neutralize the assumed net investment rate,
discussed in Section 3 above, of 4.5% per annum built into the first payment
calculation which is not applicable because the actual net investment rate is
credited instead). The value of an annuity unit for a sub-account as of any date
other than the first day of a month is equal to its value as of the first day of
the next succeeding month.

7. Transfer of Annuity Reserves

Amounts held as annuity reserves may be transferred among the variable annuity
sub-accounts during the annuity period. Annuity reserves may also be transferred
from a variable annuity to a fixed annuity during this time. The change must be
made by a written request. The annuitant and joint annuitant, if any, must make
such an election.

There are restrictions to such a transfer. The transfer of an annuity reserve
amount from any sub-account must be at least equal to $5,000 or the entire
amount of the reserve remaining in that sub-account. In addition, annuity
payments must have been in effect for a period of 12 months before a change may
be made. Such transfers can be made only once every 12 months. The written

PAGE 22
<PAGE>
(SIDEBAR)
If you die prior to commencement of annuity payments, there is a death benefit
that is guaranteed to be not less than your purchase payments.
(END SIDEBAR)

request for an annuity transfer must be received by us more than 30 days in
advance of the due date of the annuity payment subject to the transfer. Upon
request, we will make available to you annuity reserve amount sub-account
information.

A transfer will be made on the basis of annuity unit values. The number of
annuity units from the sub-account being transferred will be converted to a
number of annuity units in the new sub-account. The annuity payment option will
remain the same and cannot be changed. After this conversion, a number of
annuity units in the new sub-account will be payable under the elected option.
The first payment after conversion will be of the same amount as it would have
been without the transfer. The number of annuity units will be set at that
number of units which are needed to pay that same amount on the transfer date.

When we receive a request for the transfer of variable annuity reserves, it will
be effective for future annuity payments. The transfer will be effective and
funds actually transferred in the middle of the month prior to the next annuity
payment affected by your request. We will use the same valuation procedures to
determine your variable annuity payment that we used initially. However, if your
annuity is based upon annuity units in a sub-account which matures on a date
other than the stated annuity valuation date, then your annuity units will be
adjusted to reflect sub-account performance in the maturing sub-account and the
sub-account to which reserves are transferred for the period between annuity
valuation dates.

Amounts held as reserves to pay a variable annuity may also be transferred to a
fixed annuity during the annuity period. However, the restrictions which apply
to annuity sub-account transfers will apply in this case as well. The amount
transferred will then be applied to provide a fixed annuity amount. This amount
will be based upon the adjusted age of the annuitant and any joint annuitant at
the time of the transfer. The annuity payment option will remain the same.
Amounts paid as a fixed annuity may not be transferred to a variable annuity.

When we receive a request to make such a transfer to a fixed annuity, it will be
effective for future annuity payments. The transfer will be effective and funds
actually transferred in the middle of the month prior to the next annuity
payment. We will use the same fixed annuity pricing at the time of transfer that
we use to determine an initial fixed annuity payment.

Contracts with this transfer feature may not be available in all states.

C. DEATH BENEFITS

The contracts provide that in the event of the death of the owner before annuity
payments begin, the amount payable at death will be the contract accumulation
value determined as of the valuation date coincident with or next following the
date due proof of death is received by us at our home office. Death proceeds
will be paid in a single sum to the beneficiary designated unless an annuity
option is

PAGE 23
<PAGE>
elected. Payment will be made within 7 days after we receive due proof of death.
Except as noted below, the entire interest in the contract must be distributed
within 5 years of the owner's death.

The single payment variable annuity contract has a guaranteed death benefit if
you die before annuity payments have started. The death benefit shall be equal
to the greater of:

- the amount of the accumulation value payable at death; or

- the amount of the total purchase payments paid to us during the first 12
months as consideration for this contract, less all contract withdrawals.

As a matter of company practice, we use this method except that total purchase
payments will include all contributions, even those made after 12 months, to
determine the death benefit for all contracts offered by this Prospectus.

If the owner dies on or before the date on which annuity payments begin, we will
pay the greater of the accumulated value or the guaranteed death benefit to the
designated beneficiary. If the designated beneficiary is a person other than the
owner's spouse, that beneficiary may elect an annuity option measured by a
period not longer than that beneficiary's life expectancy only so long as
annuity payments begin not later than one year after the owner's death. If there
is no designated beneficiary, then the entire interest in a contract must be
distributed within five years after the owner's death. If the annuitant dies
after annuity payments have begun, any payments received by a non-spouse
beneficiary must be distributed at least as rapidly as under the method elected
by the annuitant as of the date of death.

If any portion of your contract is payable to your designated beneficiary who is
also your surviving spouse that spouse shall be treated as the contract owner
for purposes of:

- when payments must begin, and

- the time of distribution in the event of that spouse's death.

Payments must be made in substantially equal installments.

D. PURCHASE PAYMENTS AND VALUE OF THE CONTRACT

1. Crediting Accumulation Units

During the accumulation period - the period before annuity payments begin - each
purchase payment is credited on the valuation date coincident with or next
following the date we receive it at our home office. When the contracts are
originally issued, application forms are completed by the applicant and
forwarded to our home office. We will review each application form for
compliance with our issue criteria and, if it is accepted, we will issue a
contract.

PAGE 24
<PAGE>
(SIDEBAR)
Initial purchase payments are credited within 2 business days of our receipt of
a complete application.
Subsequent purchase payments are credited on the day we receive them, or on the
next business day if they arrive late in the day.
(END SIDEBAR)

If the initial purchase payment is accompanied by an incomplete application,
that purchase payment will not be credited until the valuation date coincident
with or next following the date a completed application is received. We will
offer to return the initial purchase payment accompanying an incomplete
application if it appears that the application cannot be completed within five
business days.

Purchase payments are credited to the contract in accumulation units. We
determine the number of accumulation units from each purchase payment by
dividing the portion of the purchase payment allocated to each sub-account by
the then current accumulation unit value for that sub-account.

The number of accumulation units so determined shall not be changed by any
subsequent change in the value of an accumulation unit, but the value of an
accumulation unit will vary from valuation date to valuation date to reflect the
investment experience of the Funds.

We will determine the value of accumulation units on each day on which the
Portfolios of the Funds are valued. The net asset value of the Funds' shares are
computed once daily, and, in the case of Money Market Portfolio, after the
declaration of the daily dividend, as of the primary closing time for business
on the New York Stock Exchange (the primary close of trading is 3:00 p.m.
(Central Time), but this time may be changed) on each day, Monday through
Friday, except

- days on which changes in the value of Fund's portfolio securities will
not materially affect the current net asset value of such Fund's shares,

- days during which no Fund's shares are tendered for redemption and no
order to purchase or sell Fund's shares is received by such Fund and

- customary national business holidays on which the New York Stock Exchange
is closed for trading.

The value of accumulation units will be the same on all purchase payments
received by us at our home office on that day prior to the close of the
Exchange. Purchase payments received after the close of business of the Exchange
will be priced on the next valuation date.

In addition to providing for the allocation of purchase payments to the sub-
accounts of the Variable Annuity Account, the contracts allow you to allocate
purchase payments to our General Account for accumulation at a guaranteed
interest rate.

Applications received without instructions as to allocation will be treated as
incomplete. Upon your written request, values under the contract may be
transferred between our General Account and the Variable Annuity Account or
among the sub-accounts of the Variable Annuity Account. We will make the
transfer on the basis of accumulation unit values on the valuation date
coincident with or next following the day we receive the request at our home
office. No deferred sales charge will be imposed on such transfers. There is no
dollar

PAGE 25
<PAGE>
(SIDEBAR)
Systematic transfers and telephone transfers are available.
(END SIDEBAR)

amount limitation which is applied to transfers. The contracts permit us to
limit the frequency and amount of transfers from our General Account to the
Variable Annuity Account.

Currently, except as provided below, we limit such transfers to a single such
transfer during any calendar year and to any amount which is no more than 20% of
the General Account accumulation value at the time of the transfer.

However, in the case of General Account accumulation values of $1,000 or less,
we will allow a one-time transfer of the entire accumulation value amount from
the General Account to the sub-accounts of the Variable Annuity Account.

Where you have a systematic transfer arrangement with us, you may transfer
General Account current interest earnings or a specified amount from the General
Account on a monthly, quarterly, semi-annual or annual basis. If you transfer a
specified amount from the General Account, the maximum initial amount that may
be transferred may not exceed 10% of your current General Account accumulation
value at the time of the first transfer. For contracts where the General Account
accumulation value is increased during the year because of transfers into the
General Account or additional purchase payments, made after the program is
established, systematic transfers are allowed to the extent of the greater of
the current transfer amount or 10% of the then current General Account
accumulation value. Even with respect to systematic transfer plans, we reserve
the right to alter the terms of such programs once established where funds are
being transferred out of the General Account. Our alteration of existing
systematic transfer programs will be effective only upon our written notice to
contract owners of changes affecting their election.

Systematic transfer arrangements are limited to a maximum of twenty sub-
accounts.

Transfer arrangements may be established to begin on the 10th or 20th of any
month. If a transfer cannot be completed on that day it will be made on the next
available transfer date. In the absence of specific instructions, transfers will
be made on a monthly basis and will remain active until the appropriate General
Account accumulation value or sub-account is depleted.

As a type of systematic transfer arrangement, we offer automatic portfolio
rebalancing ("APR") on a quarterly, semi-annual and annual basis. Instructions
to us must be in whole percentages totaling 100%. They will be treated as
instructions for transfers to and from the various sub-accounts. Rebalancing
instructions will not affect the current allocation of future contributions;
they may differ from those future allocations and are not limited to any minimum
or maximum number of sub-accounts. There will be no charge for APR transfers.
APR is not available for values in the General Accounts or in the Series Fund
Maturing Government Bond Portfolios. APR will be available after August 1, 1999.

PAGE 26
<PAGE>
(SIDEBAR)
Your contract's accumulation value varies with the performance of the Portfolios
you select and is not guaranteed.
(END SIDEBAR)

Also, you or persons authorized by you may effect transfers, or a change in the
allocation of future premiums or the termination of Automatic Premium Plans
(APP), by means of a telephone call. Transfers or requests made by a call are
subject to the same conditions and procedures that apply to written transfer
requests. During periods of marked economic or market changes, you may
experience difficulty in completing a telephone transfer due to a heavy volume
of calls. If that happens, you should consider submitting a written transfer
request while continuing to attempt a telephone redemption. We reserve the right
to restrict the frequency of -- or otherwise modify, condition, terminate or
impose charges upon -- telephone transfer privileges. For more information on
telephone transfers, contact us.

While for some contract owners we have used a form to pre-authorize telephone
transactions, we now make this service automatically available to all contract
owners. We will employ reasonable procedures to satisfy ourselves that
instructions received from contract owners are genuine and, to the extent that
we do not, we may be liable for any losses due to unauthorized or fraudulent
instructions. We require contract owners or a person authorized by you to
personally identify themselves in those telephone conversations through contract
numbers, social security numbers and such other information as we may deem to be
reasonable. We record telephone transfer instruction conversations and we
provide the contract owners with a written confirmation of the telephone
transfer.

The interests of contract owners arising from the allocation of purchase
payments or the transfer of contract values to our General Account are not
registered under the Securities Act of 1933. We are not registered as an
investment company under the Investment Company Act of 1940. Accordingly, such
interests are not subject to the provisions of those acts that would apply if
registration under such acts were required.

2. Value of the Contract

The Accumulation Value of the contract at any time annuity payments begin can be
determined by multiplying the total number of accumulation units credited to the
contract by the current value of an accumulation unit. There is no assurance
that the total value will equal or exceed the purchase payments made. You will
be advised periodically of the number of accumulation units in your contract,
the current value of an accumulation unit, and its total value.

3. Accumulation Unit Value

The value of an accumulation unit for each sub-account of the Variable Annuity
Account was set at $1.000000 on the first valuation date of the Variable Annuity
Account. The value of an accumulation unit on any valuation date thereafter is
determined by multiplying

- the value of an accumulation unit on the immediately preceding valuation
date by

- the net investment factor for the applicable sub-account for the
valuation period just ended.

PAGE 27
<PAGE>
The value of an accumulation unit a day other than a valuation date is its value
on the next valuation date.

4. Net Investment Factor for Each Valuation Period

The net investment factor is an index used to measure the investment performance
of a sub-account from one valuation period to the next. For any sub-account, the
net investment factor for a valuation period is the gross investment rate for
such sub-account for the valuation period, less a deduction for the mortality
and expense risk charge at the current rate of 1.25% per annum.

The gross investment rate is equal to:

- the net asset value per share of a Portfolio share held in a sub-account
of the Variable Annuity Account determined at the end of the current
valuation period, plus

- the per share amount of any dividend or capital gain distribution by the
Portfolio if the "ex-dividend" date occurs during the current valuation
period, divided by

- the net asset value per share of that Portfolio share determined at the
end of the preceding valuation period.

The gross investment rate may be positive or negative.

E. REDEMPTIONS

1. Partial Withdrawals and Surrender

Both contracts, provide that before annuity payments begin you may make partial
withdrawals. They must be for at least $250. You must make a written request for
any withdrawal.

If you make a withdrawal, the accumulation value will be reduced by the amount
withdrawn and any deferred sales charge. Unless you tell us otherwise,
withdrawals will be made from the General Account accumulation value and from
the Variable Annuity Account accumulation value in the same proportion. If we
have no instructions from you, withdrawals will be made from the sub-accounts on
a pro rata basis.

We will waive the applicable dollar amount limitation on withdrawals where a
systematic withdrawal program is in place and such a smaller amount satisfies
the minimum distribution requirements of the Code or where the withdrawal is
requested because of an excess contribution to a tax-qualified contract. We can
only make pro-rata withdrawals from twenty sub-accounts on systematic
withdrawals. If you use more than that number, you will have to identify those
sub-accounts from which you wish funds taken.

Before annuity payments begin, you may surrender the contract for its surrender
value. You will receive in a single sum the accumulation value computed as of
the valuation date next following the date of surrender, reduced by any
applicable deferred sales charge and the administrative charge. Or you may elect
an annuity.

PAGE 28
<PAGE>
(SIDEBAR)
You can cancel your contract within 10 days of receiving it and we will refund
you the greater of your accumulation value or your purchase payments.
We are not offering tax advice. You should consult your own tax adviser.
(END SIDEBAR)

Once annuity payments begin for an annuitant, the annuitant cannot surrender
that annuity benefit and receive a single sum instead.

You may also submit your signed written withdrawal or surrender requests to
Minnesota Life by facsimile (FAX) transmission. Our FAX number is (651)
665-7942. You may give us transfer instructions or changes as to future
allocations of premium payments the same way. Payment of a partial withdrawal or
surrender will be made to you within 7 days after we receive your completed
request.

2. Right of Cancellation

You should read the contract carefully as soon as it is received. You may cancel
the purchase of a contract within ten days after its delivery, for any reason,
by giving us written notice at 400 Robert Street North, St. Paul, Minnesota
55101-2098, of an intention to cancel. If the contract is canceled and returned,
we will refund to you the greater of:

- the accumulation value of the contract, or

- the amount of purchase payments paid under the contract.

Payment of the requested refund will be made to you within seven days after we
receive notice of cancellation.

In some states, such as California, the free look period may be extended. In
California, the free look period is extended to thirty days' time. Those rights
are subject to change and may vary among the states.

The liability of the Variable Annuity Account is limited to the accumulation
value of the contract at the time it is returned for cancellation. Any
additional amounts necessary to make our refund to you equal to the purchase
payments will be made by us.

FEDERAL TAX STATUS

INTRODUCTION

This discussion on taxes is general in nature. It is not intended as tax advice.
Each person concerned should consult a competent tax adviser. No attempt is made
to consider any applicable state or other tax laws. In addition, this discussion
is based on our understanding of federal income tax laws as they are currently
interpreted. We do not represent the likelihood of the continuation of current
income tax laws or the current interpretations of the Internal Revenue Service.

The Contract may be purchased on a non-tax qualified basis ("Non-Qualified
Contract") or purchased and used in connection with certain retirement
arrangements entitled to special income tax treatment under section 401(a),
403(b), 408(b), 408A or 457 of the Code ("Qualified Contract"). The ultimate

PAGE 29
<PAGE>
(SIDEBAR)
Taxes on gains under the contract are normally deferred until there is a
distribution of contract values.
Ordinary income tax rates apply to amounts distributed in excess of purchase
payments. Gains are assumed to be distributed before return or purchase
payments.
A penalty tax may apply to distributions prior to age 59 1/2.
(END SIDEBAR)

effect of federal income taxes on the amounts held under a Contract, on annuity
payments, and on the economic benefit to the Contract Owner, the Annuitant, or
the beneficiary may depend on the tax status of the individual concerned.

We are taxed as a "life insurance company" under the Internal Revenue Code. The
operations of the Variable Annuity Account form a part of, and are taxed with,
our other business activities. Currently, no federal income tax is payable by us
on income dividends received by the Variable Annuity Account or on capital gains
arising from the Variable Annuity Account's activities. The Variable Annuity
Account is not taxed as a "regulated investment company" under the Code and it
does not anticipate any change in that tax status.

TAXATION OF ANNUITY CONTRACTS IN GENERAL

Section 72 of the Code governs taxation of nonqualified annuities in general and
some aspects of qualified programs. No taxes are generally imposed on increases
in the value of a contract until distribution occurs, either in the form of a
payment in a single sum or as annuity payments under the annuity option elected.
As a general rule, deferred annuity contracts held by a corporation, trust or
other similar entity, as opposed to a natural person, are not treated as annuity
contracts for federal tax purposes. The investment income on such contracts is
taxed as ordinary income that is received or accrued by the owner of the
contract during the taxable year.

For payments made in the event of a full surrender of an annuity, the taxable
portion is generally the amount in excess of the cost basis (i.e., purchase
payments) of the contract. Amounts withdrawn upon a partial surrender from the
variable annuity contracts not part of a qualified program are treated first as
taxable income to the extent of the excess of the contract value over the
purchase payments made under the contract. All taxable amounts received under an
annuity contract are subject to tax at ordinary rather than capital gain rates.

In the case of a withdrawal under an annuity that is part of a tax-qualified
retirement plan, a portion of the amount received is taxable based on the ratio
of the "investment in the contract" to the individual's balance in the
retirement plan, generally the value of the annuity. The "investment in the
contract" generally equals the portion of any deposits made by or on behalf of
an individual under an annuity which was not excluded from the gross income of
the individual. For annuities issued in connection with qualified plans, the
"investment in the contract" can be zero.

For annuity payments, the taxable portion is generally determined by a formula
that establishes the ratio that the cost basis of the contract bears to the
expected return under the contract. Such taxable part is taxed at ordinary
income rates.

The Code imposes a 10% penalty tax on the taxable portion of certain
distributions from annuity contracts. This additional tax does not apply where
the taxpayer is:

- 59 1/2 or older,

PAGE 30
<PAGE>
(SIDEBAR)
Transfers, assignments and certain designations of annuitants can have tax
consequences.
(END SIDEBAR)

- where payment is made on account of the taxpayer's disability,

- where payment is made by reason of the death of the owner, and

- in certain other circumstances.

The Code also provides an exception to the penalty tax for distributions, in
periodic payments, of substantially equal installments, be made for the life (or
life expectancy) of the taxpayer or the joint lives (or joint life expectancies)
of the taxpayer and beneficiary.

For some types of qualified plans, other tax penalties may apply to certain
distributions.

A transfer of ownership of a contract, a pledge of any interest in a contract as
security for a loan, the designation of an annuitant or other payee who is not
also the contract owner, or the assignment of the contract may result in certain
income or gift tax consequences to the contract owner that are beyond the scope
of this discussion. A contract owner who is contemplating any such transfer,
pledge, designation or assignment should consult a competent tax adviser with
respect to the potential tax effects of that transaction.

For purposes of determining a contract owner's gross income, the Code provides
that all nonqualified deferred annuity contracts issued by the same company (or
its affiliates) to the same contract owner during any calendar year shall be
treated as one annuity contract. Additional rules may be promulgated under this
provision to prevent avoidance of its effect through serial contracts or
otherwise. For further information on these rules, see your tax adviser.

DIVERSIFICATION REQUIREMENTS

Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Variable Annuity Account to
be "adequately diversified" in order for the contract to be treated as an
annuity contract for Federal tax purposes. The Variable Annuity Account, through
the Fund, intends to comply with the diversification requirements prescribed in
Regulations Section 1.817-5, which affect how the Fund's assets may be invested.
Although the investment adviser is an affiliate of Minnesota Life, Minnesota
Life does not have control over the Fund or its investments. Nonetheless,
Minnesota Life believes that each Portfolio of the Fund in which the Variable
Annuity Account owns shares will be operated in compliance with the requirements
prescribed by the Treasury.

Prior to the enactment of Section 817(h), the IRS published several rulings
under which owners of certain variable annuity contracts were treated as owners,
for federal income tax purposes, of the assets held in a separate account used
to support their contracts. In those circumstances, income and gains from the
separate account assets would be includable in the variable annuity contract
owner's gross income. However, the continued effectiveness of the pre-Section
817(h) published rulings is somewhat uncertain. In connection with its issuance
of proposed regulations under Section 817(h) in 1986, the Treasury

PAGE 31
<PAGE>
Department announced that those regulations did not "provide guidance concerning
the circumstances in which investor control of the investments of a segregated
asset account may cause the investor (i.e., the contract owner), rather than the
insurance company to be treated as the owner of the assets in the account."
While the Treasury's 1986 announcement stated that guidance would be issued on
the "extent to which the policyholders may direct their investment to particular
sub-accounts without being treated as owners of the underlying assets", no such
guidance has been forthcoming.

The ownership rights under the contract are similar to, but different in certain
respects from, those described by the IRS in rulings in which it was determined
that contract owners were not owners of separate account assets. For example,
the owner of a contract has the choice of several sub-accounts in which to
allocate net purchase payments and contract values, and may be able to transfer
among sub-accounts more frequently than in such rulings. Minnesota Life does not
believe that the ownership rights of a contract owner under the Contract would
result in any contract owner being treated as the owner of the assets of the
Variable Account. However, Minnesota Life does not know what standards would be
applied if the Treasury Department should proceed to issue regulations or
rulings on this issue. Minnesota Life therefore reserves the right to modify the
Contract as necessary to attempt to prevent a contract owner from being
considered the owner of a pro-rata share of the assets of the Variable Account.

REQUIRED DISTRIBUTIONS

In order to be treated as an annuity contract for federal income tax purposes,
Section 72(s) of the Code requires any nonqualified contract issued after
January 18, 1985 to provide that (a) if an owner dies on or after the annuity
starting date but prior to the time the entire interest in the contract has been
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the method of distribution being used as of the date of that
owner's death; and (b) if an owner dies prior to the annuity starting date, the
entire interest in the contract must be distributed within five years after the
date of the owner's death.

These requirements shall be considered satisfied if any portion of the owner's
interest which is payable to or for the benefit of a "designated beneficiary",
who must be a natural person, is distributed over the life of such beneficiary
or over a period not extending beyond the life expectancy of that beneficiary
and such distributions begin within one year of that owner's death. The owner's
"designated beneficiary" is the person designated by such owner as a beneficiary
and to whom ownership of the contract passes by reason of death. It must be a
natural person. However, if the owner's "designated beneficiary" is the
surviving spouse of the owner, the contract may be continued with the surviving
spouse as the new owner.

Nonqualified contracts issued after January 18, 1985 contain provisions which
are intended to comply with the requirements of Section 72(s) of the Code,
although

PAGE 32
<PAGE>
(SIDEBAR)
Congress may change the tax laws and reduce or eliminate any tax advantages of
the contract.
(END SIDEBAR)

no regulations interpreting these requirements have yet been issued. Minnesota
Life intends to review such provisions and modify them if necessary to assure
that they comply with the requirements of Code Section 72(s) when clarified by
regulation or otherwise.

Other rules may apply to qualified contracts.

TAXATION OF DEATH BENEFIT PROCEEDS

Amounts may be distributed from a contract because of the death of the owner.
Generally, such amounts are includable in the income of the recipient as
follows: (1) if distributed in a lump sum, they are taxed in the same manner as
a full surrender of the contract, as described above, or (2) if distributed
under an annuity option, they are taxed in the same manner as annuity payments,
as described above.

POSSIBLE CHANGES IN TAXATION

Although the likelihood of there being any change is uncertain, there is always
the possibility that the tax treatment of the Contracts could change by
legislation or other means. Moreover, it is also possible that any change could
be retroactive (that is, effective prior to the date of the change). You should
consult a tax adviser with respect to legislative developments and their effect
on the Contract.

TAX QUALIFIED PROGRAMS

The annuity is designed for use with several types of retirement plans that
qualify for special tax treatment. The tax rules applicable to participants and
beneficiaries in retirement plans vary according to the type of plan and the
terms and conditions of the plan. Special favorable tax treatment may be
available for certain types of contributions and distributions. Adverse tax
consequences may result from:

- contributions in excess of specified limits;

- distributions prior to age 59 1/2 (subject to certain exceptions);

- distributions that do not conform to specified minimum distribution
rules; and in other specified circumstances.

We make no attempt to provide more than general information about use of
annuities with the various types of retirement plans. The rights of any person
to benefits under annuity contracts purchased in connection with these plans may
be subject to the terms and conditions of the plans themselves, regardless of
the terms and conditions of the annuity issued in connection with such a plan.
Some retirement plans are subject to transfer restrictions, distribution and
other requirements that are not incorporated into the annuity or our annuity
administration procedures. Owners, participants and beneficiaries are
responsible for determining that contributions, distributions and other
transactions with

PAGE 33
<PAGE>
(SIDEBAR)
Distributions are subject to income tax withholding requirements unless you take
steps to prevent it.
(END SIDEBAR)

respect to the annuities comply with applicable law. If you intend to purchase a
contract for use with any retirement plan, you should consult your legal counsel
and tax adviser regarding the suitability of the contract.

For qualified plans under Section 401(a), 403(b), and 457, the Code requires
that distributions generally must commence no later than the later of April 1 of
the calendar year following the calendar year in which the Owner (or plan
participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year following the calendar year in which the Owner (or plan
participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the Owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time prior to the Owner's death.

WITHHOLDING

In general, distributions from annuities are subject to federal income tax
withholding unless the recipient elects not to have tax withheld. Different
rules may apply to payments delivered outside the United States. Some states
have enacted similar rules.

Recent changes to the Code allow the rollover of most distributions from tax-
qualified plans and Section 403(b) annuities directly to other tax-qualified
plans that will accept such distributions and to individual retirement accounts
and individual retirement annuities. Distributions which may not be rolled over
are those which are:

- one of a series of substantially equal annual (or more frequent) payments
made over the life or life expectancy of the employee, the joint lives or
joint expectancies of the employee and the employee's designated
beneficiary, or for a specified period of ten years or more;

- a required minimum distribution; or

- the non-taxable portion of a distribution.

Any distribution eligible for rollover, which may include payment to an
employee, an employee's surviving spouse or an ex-spouse who is an alternate
payee, will be subject to federal tax withholding at a 20% rate unless the
distribution is made as a direct rollover to a tax-qualified plan or to an
individual retirement account or annuity. It may be noted that amounts received
by individuals which are eligible for rollover may still be placed in another
tax-qualified plan or individual retirement account or individual retirement
annuity if the transaction is completed within 60 days after the distribution
has been received. Such a taxpayer must replace withheld amounts with other
funds to avoid taxation on the amount previously withheld.

PAGE 34
<PAGE>
SEE YOUR OWN TAX ADVISER

It should be understood that the foregoing description of the federal income tax
consequences under these contracts is not exhaustive and that there may be
special rules for situations not discussed here. It should also be understood
that should a plan lose its qualified status, employees will lose some of the
tax benefits described. Statutory changes in the Internal Revenue Code with
varying effective dates, and new regulations may also alter the tax consequences
of specific factual situations. Due to the complexity of the applicable laws,
you may need tax advice before purchasing a variable annuity contract or
exercising elections under such a contract. For further information you should
consult a qualified tax adviser.

PERFORMANCE DATA

From time to time the Variable Annuity Account may publish advertisements
containing performance data relating to its sub-accounts. In the case of the
Money Market Sub-Account, the Variable Annuity Account will publish yield or
effective yield quotations for a seven-day or other specified period. In the
case of the other sub-accounts, performance data will consist of average annual
total return quotations for a one-year period and for the period since the
sub-account became available pursuant to the Variable Annuity Account's
registration statement, and may also include cumulative total return quotations
for the period since the sub-account became available pursuant to such
registration statement.

The Money Market Sub-Account may also quote such average annual and cumulative
total return figures. Performance figures used by the Variable Annuity Account
are based on historical information of the sub-accounts for specified periods,
and the figures are not intended to suggest that such performance will continue
in the future. Performance figures of the Variable Annuity Account will reflect
only charges made against the net asset value of the Variable Annuity Account
pursuant to the terms of the contracts offered by this Prospectus. The various
performance figures used in Variable Annuity Account advertisements relating to
the contracts described in this Prospectus are summarized along with information
on the computations in the Statement of Additional Information.

RESTRICTIONS UNDER THE TEXAS OPTIONAL
RETIREMENT PROGRAM

Section 36.105, Title 110B of the Texas Revised Civil Statutes, consistent with
prior interpretations of the Attorney General of the State of Texas, permits
participants in the Texas Optional Retirement Program (ORP) to redeem their
interests in a variable annuity contract issued under the ORP only upon (1)
termination of employment in all institutions of higher education as defined in
Texas law, (2) retirement, or (3) death. Accordingly, participants in the ORP
will be required to obtain certifications from their employers of their status
with respect to ORP employers before they may redeem their contract or transfer
contract values to another carrier qualified to participate in ORP.

PAGE 35
<PAGE>
YEAR 2000 COMPUTER PROBLEM

The services provided by us to the Separate Account and its contract owners
depend on the smooth functioning of its computer systems. Many computer software
systems in use today cannot distinguish the year 2000 from the year 1900 because
of the way that dates are encoded, stored and calculated. That failure could
have a negative impact on the ability of Minnesota Life to provide services to
contract owners. Minnesota Life has been actively working on necessary changes
to its computer systems to deal with the year 2000. Although there can be no
assurance of complete success, we believe that it will be able to resolve these
issues on a timely basis and that there will be no material adverse impact on
its ability to provide services to the Separate Account.

In addition, Minnesota Life's operations could be impacted by its service
providers' or suppliers' year 2000 efforts. Minnesota Life has undertaken an
initiative to assess the efforts of organizations where there is a significant
business relationship; however there is no assurance that Minnesota Life will
not be affected by year 2000 problems of other organizations.

STATEMENT OF ADDITIONAL INFORMATION

A Statement of Additional Information, which contains additional information
including financial statements, is available from the offices of Minnesota Life
at your request. The Table of Contents for that Statement of Additional
Information is as follows:
Directors and Principal Management Officers of Minnesota Life
Distribution of Contracts
Performance Data
Auditors
Registration Statement
Financial Statements

PAGE 36
<PAGE>
APPENDIX A

CONDENSED FINANCIAL INFORMATION

The financial statements of the Variable Annuity Account and the Consolidated
Financial Statements of Minnesota Life Insurance Company may be found in the
Statement of Additional Information. The table below gives per unit information
about the financial history of each sub-account from the inception of each to
December 31, 1998. This information should be ready in conjunction with the
financial statements and related notes of the Variable Annuity Account included
in this prospectus.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997 1996 1995 1994
---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Growth Sub-Account:
Unit value at beginning of period.......... $3.04 $2.63 $2.14 $2.15
Unit value at end of period................ $4.01 $3.04 $2.63 $2.14
Number of units outstanding at end of
period.................................... 44,705,247 38,448,452 35,809,340 33,090,790
Bond Sub-Account:
Unit value at beginning of period.......... $2.19 $2.15 $1.82 $1.93
Unit value at end of period................ $2.37 $2.19 $2.15 $1.82
Number of units outstanding at end of
period.................................... 43,266,404 36,732,062 28,069,241 23,798,963
Money Market Sub-Account:
Unit value at beginning of period.......... $1.57 $1.52 $1.46 $1.42
Unit value at end of period................ $1.63 $1.57 $1.52 $1.46
Number of units outstanding at end of
period.................................... 19,804,841 22,929,634 14,809,515 11,720,778
Asset Allocation Sub-Account:
Unit value at beginning of period.......... $2.76 $2.49 $2.01 $2.07
Unit value at end of period................ $3.25 $2.76 $2.49 $2.01
Number of units outstanding at end of
period.................................... 119,491,402 116,211,650 110,975,477 109,044,286
Mortgage Securities Sub-Account:
Unit value at beginning of period.......... $2.01 $1.93 $1.66 $1.74
Unit value at end of period................ $2.17 $2.01 $1.93 $1.66
Number of units outstanding at end of
period.................................... 34,751,197 32,527,955 31,277,934 31,542,405
Index 500 Sub-Account:
Unit value at beginning of period.......... $2.91 $2.43 $1.79 $1.80
Unit value at end of period................ $3.81 $2.91 $2.43 $1.79
Number of units outstanding at end of
period.................................... 54,579,265 46,097,553 35,272,024 29,639,298
Capital Appreciation Sub-Account:
Unit value at beginning of period.......... $2.93 $2.52 $2.08 $2.06
Unit value at end of period................ $3.71 $2.93 $2.52 $2.08
Number of units outstanding at end of
period.................................... 53,582,481 51,023,999 45,964,468 40,739,415
International Stock Sub-Account:
Unit value at beginning of period.......... $1.73 $1.46 $1.30 $1.32
Unit value at end of period................ $1.91 $1.73 $1.46 $1.30
Number of units outstanding at end of
period.................................... 103,600,602 86,521,264 68,725,183 61,474,893
Small Company Growth Sub-Account:
Unit value at beginning of period.......... $1.67 $1.59 $1.22 $1.16
Unit value at end of period................ $1.78 $1.67 $1.59 $1.22
Number of units outstanding at end of
period.................................... 68,590,765 59,295,273 43,234,716 29,723,609

<CAPTION>
YEAR ENDED DECEMBER 31,
1993 1992 1991 1990 1989
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Growth Sub-Account:
Unit value at beginning of period.......... $2.08 $2.01 $1.52 $1.54 $1.23
Unit value at end of period................ $2.15 $2.08 $2.01 $1.52 $1.54
Number of units outstanding at end of
period.................................... 25,980,318 18,152,996 10,204,896 6,759,950 4,899,370
Bond Sub-Account:
Unit value at beginning of period.......... $1.77 $1.68 $1.45 $1.37 $1.23
Unit value at end of period................ $1.93 $1.77 $1.68 $1.45 $1.37
Number of units outstanding at end of
period.................................... 18,794,458 11,267,890 6,184,694 5,250,072 3,880,390
Money Market Sub-Account:
Unit value at beginning of period.......... $1.40 $1.38 $1.32 $1.24 $1.16
Unit value at end of period................ $1.42 $1.40 $1.38 $1.32 $1.24
Number of units outstanding at end of
period.................................... 9,783,391 7,414,734 6,618,010 6,183,393 4,053,104
Asset Allocation Sub-Account:
Unit value at beginning of period.......... $1.97 $1.86 $1.46 $1.43 $1.20
Unit value at end of period................ $2.07 $1.97 $1.86 $1.46 $1.43
Number of units outstanding at end of
period.................................... 99,680,197 66,121,882 33,820,537 22,938,615 16,134,930
Mortgage Securities Sub-Account:
Unit value at beginning of period.......... $1.61 $1.54 $1.34 $1.24 $1.10
Unit value at end of period................ $1.74 $1.61 $1.54 $1.34 $1.24
Number of units outstanding at end of
period.................................... 33,032,291 20,284,849 9,817,276 8,632,895 6,903,370
Index 500 Sub-Account:
Unit value at beginning of period.......... $1.66 $1.56 $1.22 $1.29 $1.00
Unit value at end of period................ $1.80 $1.66 $1.56 $1.22 $1.29
Number of units outstanding at end of
period.................................... 23,455,059 16,294,129 11,254,609 13,788,252 10,567,879
Capital Appreciation Sub-Account:
Unit value at beginning of period.......... $1.89 $1.82 $1.30 $1.34 $0.98
Unit value at end of period................ $2.06 $1.89 $1.82 $1.30 $1.34
Number of units outstanding at end of
period.................................... 30,907,396 21,822,440 10,874,168 6,767,806 3,831,974
International Stock Sub-Account:
Unit value at beginning of period.......... $0.93 $1.00(b)
Unit value at end of period................ $1.32 $0.93
Number of units outstanding at end of
period.................................... 38,637,487 16,751,564
Small Company Growth Sub-Account:
Unit value at beginning of period.......... $1.00(c)
Unit value at end of period................ $1.16
Number of units outstanding at end of
period.................................... 9,554,322
</TABLE>

PAGE A-1
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Maturing Government Bond 2002
Sub-Account:
Unit value at beginning of period..... $1.21 $1.20 $0.97 $1.00(d)
Unit value at end of period........... $1.29 $1.21 $1.20 $0.97
Number of units outstanding at end of
period............................... 2,938,848 2,935,860 2,417,823 2,528,509
Maturing Government Bond 2006
Sub-Account:
Unit value at beginning of period..... $1.25 $1.28 $0.96 $1.00(d)
Unit value at end of period........... $1.39 $1.25 $1.28 $0.96
Number of units outstanding at end of
period............................... 2,665,421 2,334,109 1,878,731 1,808,705
Maturing Government Bond 2010
Sub-Account:
Unit value at beginning of period..... $1.27 $1.33 $0.95 $1.00(d)
Unit value at end of period........... $1.47 $1.27 $1.33 $0.95
Number of units outstanding at end of
period............................... 2,017,743 2,077,124 924,681 913,358
Value Stock Sub-Account:
Unit value at beginning of period..... $1.78 $1.38 $1.05 $1.00(d)
Unit value at end of period........... $2.13 $1.78 $1.38 $1.05
Number of units outstanding at end of
period............................... 68,251,135 43,796,523 18,744,902 7,178,675
Small Company Value Sub-Account:
Unit value at beginning of period..... $1.00(e)
Unit value at end of period........... $1.03
Number of units outstanding at end of
period............................... 4,822,504
Global Bond Sub-Account:
Unit value at beginning of period..... $1.00(e)
Unit value at end of period........... $1.00
Number of units outstanding at end of
period............................... 25,083,345
Index 400 Mid-Cap Sub-Account:
Unit value at beginning of period..... $1.00(e)
Unit value at end of period........... $1.00
Number of units outstanding at end of
period............................... 5,020,041
Macro-Cap Value Sub-Account:
Unit value at beginning of period..... $1.00(f)
Unit value at end of period........... $0.98
Number of units outstanding at end of
period............................... 5,003,390
Micro-Cap Growth Sub-Account:
Unit value at beginning of period..... $1.00(e)
Unit value at end of period........... $0.91
Number of units outstanding at end of
period............................... 5,019,879
Templeton Developing Markets
Sub-Account:
Unit value at beginning of period..... $1.00(e)
Unit value at end of period........... $0.69
Number of units outstanding at end of
period............................... 724,374
</TABLE>

(a) The information for the sub-account is shown for the period June 1, 1987 to
December 31, 1987. June 1, 1987 was the effective date of the 1933 Act
Registration for the sub-account.
(b) The information for the sub-account is shown for the period May 1, 1992 to
December 31, 1992. May 1, 1992 was the effective date of the 1933 Act
Registration for the sub-account.
(c) The information for the sub-account is shown for the period May 3, 1993 to
December 31, 1993. May 3, 1993 was the effective date of the 1933 Act
Registration for the sub-account.
(d) The information for the sub-account is shown for the period May 2, 1994 to
December 31, 1994. May 2, 1994 was the effective date of the 1933 Act
Registration for the sub-account.
(e) The information for the sub-account is shown for the period October 1, 1997
to December 31, 1997. October 1, 1997 was the effective date of the 1933 Act
Registration for the sub-account.
(f) The information for the sub-account is shown for the period October 15, 1997
to December 31, 1997. October 15, 1997 was the effective date of the 1933
Act Registration for the Sub-account.

PAGE A-2
<PAGE>
APPENDIX B

ILLUSTRATION OF VARIABLE ANNUITY VALUES

The illustration included in this appendix shows the effect of investment
performance on the monthly variable annuity income. The illustration assumes a
gross investment return, after tax, of: 0%, 6.54% and 12.00%.

For illustration purposes, an average annual expense equal to 2.02% of the
average daily net assets is deducted from the gross investment return to
determine the net investment return. The net investment return is then used to
project the monthly variable annuity incomes. The expense charge of 2.02%
includes: 1.25% for mortality and expense risk, and an average of .77% for
investment management and other fund expenses. These expenses are listed for
each portfolio in the table following.

The gross and net investment rates are for illustrative purposes only and are
not a reflection of past or future performance. Actual variable annuity income
will be more or less than shown if the actual returns are different than those
illustrated.

The illustration assumes 100% of the assets are invested in sub-account(s) of
the Variable Annuity Account. For comparison purposes, a current fixed annuity
income, available through the general account is also provided. The illustration
assumes an initial interest rate, used to determine the first variable payment
of 4.50%. After the first variable annuity payment, future payments will
increase if the annualized net rate of return exceeds the initial interest rate,
and will decrease if the annualized net rate of return is less than the initial
interest rate.

The illustration provided is for a male, age 65, selecting a life and 10 year
certain annuity option with $100,000 of non-qualified funds, residing in the
State of Minnesota. Upon request, we will provide a comparable illustration
based upon the proposed annuitant's date of birth, sex, annuity option, state of
residence, type of funds, value of funds, and selected gross annual rate of
return (not to exceed 12%).

PAGE B-1
<PAGE>
ACTUAL 1998 VARIABLE ANNUITY SEPARATE ACCOUNT CHARGES AND FUND EXPENSES

<TABLE>
<CAPTION>
FUND
MORTALITY & MANAGEMENT OTHER FUND DISTRIBUTION
SEPARATE ACCOUNT SUB-ACCOUNT NAME EXPENSE RISK FEE EXPENSES EXPENSES TOTAL
- -------------------------------------------------- ------------ ------------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Growth............................................ 1.25% .50% .05% -- 1.80%
Bond.............................................. 1.25% .50% .07% -- 1.82%
Money Market...................................... 1.25% .50% .09% -- 1.84%
Asset Allocation.................................. 1.25% .50% .05% -- 1.80%
Mortgage Securities............................... 1.25% .50% .09% -- 1.84%
Index 500......................................... 1.25% .40% .05% -- 1.70%
Capital Appreciation.............................. 1.25% .75% .05% -- 2.05%
International Stock............................... 1.25% .71% .26% -- 2.22%
Small Company Growth.............................. 1.25% .75% .07% -- 2.07%
Maturing Government Bond 2002..................... 1.25% .25% .15% -- 1.65%
Maturing Government Bond 2006..................... 1.25% .25% .15% -- 1.65%
Maturing Government Bond 2010..................... 1.25% .25% .15% -- 1.65%
Value Stock....................................... 1.25% .75% .05% -- 2.05%
Small Company Value............................... 1.25% .75% .15% -- 2.15%
Global Bond....................................... 1.25% .60% 1.00% -- 2.85%
Index 400 Mid-Cap................................. 1.25% .40% .15% -- 1.80%
Macro-Cap Value................................... 1.25% .70% .15% -- 2.10%
Micro-Cap Growth.................................. 1.25% 1.10% .15% -- 2.50%
Real Estate Securities............................ 1.25% .75% .15% -- 2.15%
Templeton Developing Markets Class 2(1)........... 1.25% 1.25% .33% .25% 3.08%
------------ ------------- ----------- ------------ ---------
Average........................................... 1.25% .59% .17% .01% 2.02%
</TABLE>

(1) Templeton Developing Markets Fund Class 2 has a distribution plan or "Rule
12b-1" Plan which is described in the Fund's prospectus. Because Class 2 shares
were not offered until May 1, 1997, figures (other than "Distribution Expenses")
are estimates for 1998 based on historical experiences of the Fund's Class 1
shares for the fiscal year ended December 31, 1997.

PAGE B-2
<PAGE>
VARIABLE ANNUITY PAYOUT ILLUSTRATION

<TABLE>
<S> <C>
PREPARED FOR: Prospect ANNUITIZATION OPTION: 10 Year Certain
with Life Contingency
PREPARED BY: Minnesota Life QUOTATION DATE: 04/30/1999
SEX: Male DATE OF BIRTH: 04/30/1934 COMMENCEMENT DATE: 05/03/1999
STATE: MN SINGLE PAYMENT RECEIVED: $100,000.00
LIFE EXPECTANCY: 20.0(IRS) 18.1(MML) FUNDS: Non-Qualified
INITIAL MONTHLY INCOME: $663
</TABLE>

The monthly variable annuity income amount shown below assumes a constant annual
investment return. The initial interest rate of 4.50% is the assumed rate used
to calculate the first monthly payment. Thereafter, monthly payments will
increase or decrease based upon the relationship between the initial interest
rate and the performance of the sub-account(s) selected. The investment returns
shown are hypothetical and not a representation of future results.

<TABLE>
<CAPTION>
ANNUAL RATE OF RETURN
--------------------------------------------------
0% GROSS 6.52% GROSS 12.00% GROSS
DATE AGE (-2.02% NET) (4.50% NET) (9.98% NET)
- ----------------------------------------- --------- ----------------- --------------- --------------
<S> <C> <C> <C> <C>
June 1, 1999............................. 66 $ 663 $ 663 $ 663
June 1, 2000............................. 67 622 663 698
June 1, 2001............................. 68 583 663 735
June 1, 2002............................. 69 547 663 773
June 1, 2003............................. 70 513 663 814
June 1, 2008............................. 75 371 663 1,051
June 1, 2013............................. 80 269 663 1,357
June 1, 2018............................. 85 195 663 1,752
June 1, 2023............................. 90 141 663 2,262
June 1, 2028............................. 95 102 663 2,920
June 1, 2033............................. 100 74 663 3,770
June 1, 2034............................. 101 70 663 3,968
</TABLE>

IF 100% OF YOUR PURCHASE WAS APPLIED TO PROVIDE A FIXED ANNUITY ON THE QUOTATION
DATE OF THIS ILLUSTRATION, THE FIXED ANNUITY INCOME AMOUNT WOULD BE $720.

Net rates of return reflect expenses totaling 2.02%, which consist of the 1.25%
Variable Annuity Account mortality and expense risk charge and .77% for the
Series Fund management fee and other Fund expenses (this is an average with the
actual varying from .40% to 1.83%).

Minnesota Life MultiOption variable annuities are available through registered
representatives of Ascend Financial Services, Inc.

This is an illustration only and not a contract.

PAGE B-3
<PAGE>
APPENDIX C - TYPES OF QUALIFIED PLANS

PUBLIC SCHOOL SYSTEMS AND CERTAIN TAX EXEMPT ORGANIZATIONS

Under Code Section 403(b), payments made by public school systems and certain
tax exempt organizations to purchase annuity contracts for their employees are
excludable from the gross income of the employee, subject to certain
limitations. However, these payments may be subject to FICA (Social Security)
taxes.

Code Section 403(b)(11) restricts the distribution under Code Section 403(b)
annuity contracts of: (1) elective contributions made in years beginning after
December 31, 1988; (2) earnings on those contributions; and (3) earnings in such
years on amounts held as of the last year beginning before January 1, 1989.
Distribution of those amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. In addition, income attributable to elective contributions may not be
distributed in the case of hardship.

INDIVIDUAL RETIREMENT ANNUITIES

Section 408 of the Code permits eligible individuals to contribute to an
Individual Retirement Annuity, hereinafter referred to as an "IRA". Also,
distributions from certain other types of qualified plans may be "rolled over"
on a tax-deferred basis into an IRA. The sale of a Contract for use with an IRA
may be subject to special disclosure requirements of the Internal Revenue
Service. Purchasers of a Contract for use with IRAs will be provided with
supplemental information required by the Internal Revenue Services or other
appropriate agency. Such purchasers will have the right to revoke their purchase
within 7 days of the earlier of the establishment of the IRA or their purchase.
A Qualified Contract issued in connection with an IRA will be amended as
necessary to conform to the requirements of the Code. Purchasers should seek
competent advice as to the suitability of the Contract for use with IRAs.

Earnings in an IRA are not taxed until distribution. IRA contributions are
limited each year to the lesser of $2,000 or 100% of the Owner's adjusted gross
income and may be deductible in whole or in part depending on the individual's
income. The limit on the amount contributed to an IRA does not apply to
distributions from certain other types of qualified plans that are "rolled over"
on a tax-deferred basis into an IRA. Amounts in the IRA (other than
nondeductible contributions) are taxed when distributed from the IRA.
Distributions prior to age 59 1/2 (unless certain exceptions apply) are subject
to a 10% penalty tax.

SIMPLIFIED EMPLOYEE PENSION (SEP) IRAS

Employers may establish Simplified Employee Pension (SEP) IRAs under Code
section 408(k) to provide IRA contributions on behalf of their employees. In
addition to all of the general Code rules governing IRAs, such plans are subject
to certain Code requirements regarding participation and amounts of
contributions.

PAGE C-1
<PAGE>
SIMPLE IRAS

Beginning January 1, 1997, certain small employers may establish Simple IRAs as
provided by Section 408(p) of the Code, under which employees may elect to defer
up to $6,000 (as increased for cost of living adjustments) as a percentage of
compensation. The sponsoring employer is required to make a matching
contribution on behalf of contributing employees. Distributions from a Simple
IRA are subject to the same restrictions that apply to IRA distributions and are
taxed as ordinary income. Subject to certain exceptions, premature distributions
prior to age 59 1/2 are subject to a 10% penalty tax, which is increased to 25%
if the distribution occurs within the first two years after the commencement of
the employee's participation in the plan.

ROTH IRAS

Effective January 1, 1998, section 408A of the Code permits certain eligible
individuals to contribute to a Roth IRA. Contributions to a Roth IRA, which are
subject to certain limitations, are not deductible and must be made in cash or
as a rollover or transfer from another Roth IRA or other IRA. A rollover from or
conversion of an IRA to a Roth IRA may be subject to tax and a contingent
deferred sales charge. Other special rules may apply. Qualified distributions
from a Roth IRA, as defined by the Code, generally are excluded from gross
income. Qualified distributions include those distributions made more than five
years after the taxable year of the first contribution to the Roth IRA, but only
if: (1) the annuity owner has reached age 59 1/2; (2) the distribution paid to a
beneficiary after the owner's death; (3) the annuity owner becomes disabled; or
(4) the distribution will be used for a first time home purchase and does not
exceed $10,000. Non-qualified distributions are includable in gross income only
to the extent they exceed contributions made to the Roth IRA. The taxable
portion of a non-qualified distribution may be subject to a 10% penalty tax.

In addition, state laws may not completely follow the federal tax treatment of
Roth IRAs. You should consult your tax adviser for further information regarding
Roth IRAs.

CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS

Code Section 401(a) permits employers to establish various types of retirement
plans for employees, and permits self-employed individuals to establish
retirement plans for themselves and their employees. These retirement plans may
permit the purchase of the contracts to accumulate retirement savings under the
plans. Adverse tax or other legal consequences to the plan, to the participant
or to both may result if this annuity is assigned or transferred to any
individual as a means to provide benefit payments, unless the plan complies with
all legal requirements applicable to such benefits prior to transfer of the
annuity.

PAGE C-2
<PAGE>
DEFERRED COMPENSATION PLANS

Code Section 457 provides for certain deferred compensation plans. These plans
may be offered with respect to service for state governments, local governments,
political subdivisions, agencies, instrumentalities and certain affiliates of
such entities, and tax exempt organizations. The plans may permit participants
to specify the form of investment for their deferred compensation account. With
respect to non-governmental Section 457 plans, investments are owned by the
sponsoring employer and are subject to the claims of the general creditors of
the employer and depending on the terms of the particular plan, the employer may
be entitled to draw on deferred amounts for purposes unrelated to its Section
457 plan obligations. In general, all amounts received under a Section 457 plan
are taxable and are subject to federal income tax withholding as wages.

PAGE C-3
<PAGE>
PART B

INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

Variable Annuity Account

Cross Reference Sheet to Statement of Additional Information

Form N-4

Item Number Caption in Statement of Additional Information

15. Cover Page

16. Cover Page

17. Directors and Principal Management Officers of Minnesota
Life

18. Not Applicable

19. Not Applicable

20. Distribution of Contracts

21. Performance Data

22. Not Applicable

23. Financial Statements

<PAGE>

Variable Annuity Account
("Variable Annuity Account"), a Separate Account of

Minnesota Life Insurance Company
("Minnesota Life")
400 Robert Street North
St. Paul, Minnesota 55101-2098

Telephone: (651) 665-3500

Statement of Additional Information

The date of this document and the Prospectus is: May 3, 1999

This Statement of Additional Information is not a prospectus. Much of the
information contained in this Statement of Additional Information expands
upon subjects discussed in the Prospectus. Therefore, this Statement should
be read in conjunction with the Fund's current Prospectus, bearing the same
date, which may be obtained by calling Minnesota Life Insurance Company at
(651) 665-3500; or writing to Minnesota Life at 400 Robert Street North, St.
Paul, Minnesota 55101-2098.

Directors and Principal Management Officers of Minnesota Life
Distribution of Contracts
Performance Data
Auditors
Registration Statement
Financial Statements

1
<PAGE>

DIRECTORS AND PRINCIPAL MANAGEMENT OFFICERS OF MINNESOTA LIFE

Directors Principal Occupation

Giulio Agostini Senior Vice President, Finance and Administrative
Services, 3M, St. Paul, Minnesota

Anthony L. Andersen Chair-Board of Directors, H. B. Fuller Company,
St. Paul, Minnesota, since June 1995, prior
thereto for more than five years President and
Chief Executive Officer, H. B. Fuller Company
(Adhesive Products)

Leslie S. Biller Vice Chairman and Chief Operating Officer, Wells
Fargo & Company, San Francisco, California
(Banking)

John F. Grundhofer President, Chairman and Chief Executive Officer,
U.S. Bancorp, Minneapolis, Minnesota (Banking)

David S. Kidwell, Ph.D. Dean and Professor of Finance, The Curtis L.
Carlson School of Management, University of
Minnesota, Minneapolis, Minnesota

Reatha C. King, Ph.D. President and Executive Director, General Mills
Foundation, Minneapolis, Minnesota

William B. Lawson Chairman and Chief Executive Officer, Lawson
Software, Minneapolis, Minnesota

Thomas E. Rohricht Of Counsel, Doherty, Rumble & Butler Professional
Association, St. Paul, Minnesota (Attorneys)

Robert L. Senkler Chairman of the Board, President and Chief
Executive Officer, Minnesota Life Insurance
Company, since August 1995; prior thereto for
more than five years Vice President and
Actuary, Minnesota Life Insurance Company

Michael E. Shannon Chairman, Chief Financial and Administrative
Officer, Ecolab, Inc., St. Paul, Minnesota
(Develops and Markets Cleaning and Sanitizing
Products)

Frederick T. Weyerhaeuser Retired since April 1998, prior thereto
Chairman and Treasurer, Clearwater Investment
Trust, since May 1996, prior thereto for more
than five years, Chairman, Clearwater Management
Company, St. Paul, Minnesota (Financial
Management)

<PAGE>

Principal Officers (other than Directors)

Name Position

John F. Bruder Senior Vice President

Keith M. Campbell Senior Vice President

Robert E. Hunstad Executive Vice President

James E. Johnson Senior Vice President and Actuary

Dennis E. Prohofsky Senior Vice President, General Counsel
and Secretary

Gregory S. Strong Senior Vice President and Chief Financial
Officer

Terrence M. Sullivan Senior Vice President

Randy F. Wallake Senior Vice President

William N. Westhoff Senior Vice President and Treasurer

All Directors who are not also officers of Minnesota Life have had the
principal occupation (or employers) shown for at least five years. All
officers of Minnesota Life have been employed by Minnesota Life for at least
five years with the exception of Mr. Westhoff. Mr. Westhoff has been
employed by Minnesota Life since April 1998. Prior thereto, Mr. Westhoff was
employed by American Express Financial Corporation, Minneapolis, Minnesota,
from August 1994 to October 1997 as Senior Vice President, Global Investments
and from November 1989 to July 1994 as Senior Vice President, Fixed Income
Management.

DISTRIBUTION OF CONTRACTS

The contracts will be sold in a continuous offering by our life insurance
agents who are also registered representatives of Ascend Financial Services,
Inc. ("Ascend Financial") or other broker-dealers who have entered into
selling agreements with Ascend Financial. Ascend Financial acts as principal
underwriter of the contracts. Ascend Financial is a wholly-owned subsidiary
of Advantus Capital Management, Inc., which in turn is a wholly-owned
subsidiary of Minnesota Life. Ascend Financial is also the sole owner of the
shares of Advantus Capital Management Inc., a registered investment adviser
and the investment adviser to the Advantus Series Fund, Inc. Ascend Financial
is registered as a broker-dealer under the Securities Exchange Act of 1934
and is a member of the National Association of Securities Dealers, Inc. and
Amounts paid by Minnesota Life to the underwriter for 1998, 1997 and 1996
were $15,989,724, $15,067,613, and $13,034,146, respectively, for payments to
associated dealers on the sale of the contracts, which include other
contracts issued through the Variable Annuity Account. Agents of Minnesota
Life who are also registered representatives of Ascend Financial are
compensated directly by Minnesota Life.

3
<PAGE>

PERFORMANCE DATA

CURRENT YIELD FIGURES FOR MONEY MARKET SUB-ACCOUNT

Current annualized yield quotations for the Money Market Sub-Account are based
on the Sub-Account's net investment income for a seven-day or other specified
period and exclude any realized or unrealized gains or losses on sub-account
securities. Current annualized yield is computed by determining the net change
(exclusive of realized gains and losses from the sale of securities and
unrealized appreciation and depreciation) in the value of a hypothetical account
having a balance of one accumulation unit at the beginning of the specified
period, dividing such net change in account value by the value of the account at
the beginning of the period, and annualizing this quotient on a 365-day basis.
The Variable Annuity Account may also quote the effective yield of the Money
Market Sub-Account for a seven-day or other specified period for which the
current annualized yield is computed by expressing the unannualized return on a
compounded, annualized basis. The yield and effective yield of the Money Market
Sub-Account for the seven-day period ended December 31, 1998 were 4.14% and
4.23%, respectively. Yield figures quoted by the Money Market Sub-Account
will not reflect the deduction of any applicable deferred sales charges (the
deferred sales charges, as a percentage of the accumulation value withdrawn,
begin as of the contract date at 9% for the flexible payment contract and at
6% for the single payment contract, and decrease uniformly each month for 120
months).

TOTAL RETURN FIGURES FOR ALL SUB-ACCOUNTS

Cumulative total return quotations for Sub-Accounts represent the total return
for the period since the Sub-Account became available pursuant to the Variable
Annuity Account's registration statement. Cumulative total return is equal to
the percentage change between the net asset value of a hypothetical $1,000
investment at the beginning of the period and the net asset value of that same
investment at the end of the period. Such quotations of cumulative total return
will not reflect the deduction of any applicable deferred sales charges.

Prior to May 3, 1993, several of the Sub-Accounts were known by different names.
The Growth Sub-Account was the Stock Sub-Account, the Asset Allocation Sub-
Account was the Managed Sub-Account, the Index 500 Sub-Account was the Index
Sub-Account and the Capital Appreciation Sub-Account was the Aggressive Growth
Sub-Account. On May 1, 1999, the name of the Small Company Sub-Account will
be the Small Company Growth Sub-Account.

The cumulative total return figures published by the Variable Annuity Account
relating to the contracts described in the Prospectus will reflect Minnesota
Life's voluntary absorption of certain Fund expenses described below. The
cumulative total returns for the Sub-Accounts for the specified periods ended
December 31, 1998 are shown in the table below. The figures in parentheses show
what the cumulative total returns would have been had Minnesota Life not
absorbed Fund expenses as described.

4
<PAGE>

<TABLE>
<CAPTION>
From Inception Date of
to 12/31/1998 Inception
-------------- ---------
<S> <C> <C>
Growth Sub-Account 283.66% (280.17%) 12/3/85

Bond Sub-Account 134.03% (132.80%) 12/3/85

Money Market Sub-Account 61.78% (59.21%) 12/3/85

Asset Allocation Sub-Account 216.14% (215.45%) 12/3/85

Mortgage Securities Sub-Account 116.57% (116.17%) 6/1/87

Index 500 Sub-Account 281.10% (279.95%) 6/1/87

Capital Appreciation Sub-Account 272.38% (268.38%) 6/1/87

International Stock Sub-Account 91.03% (90.99%) 5/1/92

Small Company Growth Sub-Account 77.96% (77.95%) 5/3/93

Maturing Government Bond
2002 Sub-Account 32.17% (30.99%) 5/2/94

Maturing Government Bond
2006 Sub-Account 43.37% (41.31%) 5/2/94

Maturing Government Bond
2010 Sub-Account 53.10% (48.46%) 5/2/94

Value Stock Sub-Account 112.79% (112.43%) 5/2/94

Small Company Value
Sub-Account 1.97% (1.09%) 10/1/97

Global Bond Sub-Account -.24% (-.24%) 10/1/97

Index 400 Mid-Cap
Sub-Account -.25% (-1.40%) 10/1/97

Macro-Cap Value Sub-Account -2.39% (-2.39%) 10/15/97

Micro-Cap Growth Sub-Account -13.48% (-14.26%) 10/1/97

Real Estate Securities Sub-Account

Templeton Developing Markets
Class 2 Sub-Account -30.60% (-30.60%) 10/1/97
</TABLE>

Cumulative total return quotations for Sub-Accounts will be accompanied by
average annual total return figures for a one-year period, five-year period
and ten-year period or for the period since the Sub-Account became available
pursuant to the Variable Annuity Account's registration statement if less
than ten years. Average annual total return figures are the average annual
compounded rates of return required for an initial investment of $1,000 to
equal the surrender value of that same investment at the end of the period.
The surrender value will reflect the deduction of the deferred sales charge
applicable to the contract (flexible premium/single premium) and to the
length of the period advertised. The average annual total return figures
published by the Variable Annuity Account will reflect Minnesota Life's
voluntary absorption of certain Fund expenses.

5
<PAGE>

For the period subsequent to March 9, 1987, Minnesota Life is voluntarily
absorbing the fees and expenses that exceed .65% of the average daily net
assets of the Growth, Bond, Money Market, Asset Allocation and Mortgage
Securities Portfolios of the Fund, .55% of the average daily net assets of
the Index 500 Portfolios of the Fund, .90% of the average daily net assets of
the Capital Appreciation and Small Company Portfolios of the Funds and
expenses that exceed 1.00% of the average daily net assets of the
International Stock Portfolios of the Fund exclusive of the advisory fee. For
the period subsequent to May 2, 1994, Minnesota Life has voluntarily agreed
to absorb fees and expenses that exceed .90% of the average daily net assets
of the Value Stock Portfolios, fees and expenses that exceed .40% of the
average daily net assets of the Maturing Government Bond Portfolios maturing
in 2006 and 2010 and fees and expenses that exceed .20% of the average da ily
net assets of the Maturing Government Bond Portfolios maturing in 1998 and
2002. Subsequent to May 1, 1998, Minnesota Life has voluntarily absorbed
fees and expenses that exceed .40% of the average daily net assets of the
Maturing Government Bond Portfolios maturing in 1998 and 2002.

For the period subsequent to October 1, 1997, Minnesota Life has voluntarily
agreed to absorb fees and expenses that exceed .55% of the average daily net
assets of the Index 400 Mid-Cap Portfolio, .90% of the average daily net
assets of the Small Company Value Portfolio, 1.25% of the average daily net
assets of the Micro-Cap Growth Portfolio, .85% of the average daily net
assets of the Macro-Cap Value Portfolio and expenses that exceed 1.00% of the
average daily net assets of the Global Bond Portfolio of the Fund exclusive
of the advisory fee. For the period subsequent to May 1, 1998, Minnesota Life
has voluntarily agreed to absorb fees and expenses that exceed 90% of the
average daily net assets of the Real Estate Securities Portfolio. There is no
specified or minimum period of time during which Minnesota Life has agreed to
continue its voluntary absorption of these expenses, and Minnesota Life may
in its discretion cease its absorption of expenses at any time. Should
Minnesota Life cease absorbing expenses the effect would be to increase
substantially Fund expenses and thereby reduce investment return.

6
<PAGE>

The average annual rates of return for the Sub-Accounts, in connection with both
the flexible premium and single premium contracts described in the Prospectus,
for the specified periods ended December 31, 1998 are shown in the tables below.
The figures in parentheses show what the average annual rates of return would
have been had Minnesota Life not absorbed Fund expenses as described above.

<TABLE>
<CAPTION>
FLEXIBLE PREMIUM CONTRACT

Year Ended Five Years Ten Years From Inception Date of
12/31/98 Ended 12/31/97 Ended 12/31/98 to 12/31/98 Inception
-------- -------------- -------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Growth Sub-Account 22.15% 22.15% 13.06% (13.06%) 14.00% (13.96%) N/A (N/A) 12/3/85

Bond Sub-Account .19% (.19%) 5.05% (5.04%) 7.34% (7.28%) N/A (N/A) 12/3/85

Money Market Sub-Account -3.74% (-3.74%) 2.23% (2.04%) 4.02% (3.79%) N/A (N/A) 12/3/85

Asset Allocation Sub-Account 8.95% (8.95%) 9.62% (9.62%) 11.47% (11.46%) N/A (N/A) 12/3/85

Mortgage Securities Sub-Account -.07% (-.07%) 5.22% (5.22%) 7.85% (7.82%) N/A N/A 6/1/87

Index 500 Sub-Account 21.19% (21.19%) 17.13% (17.13%) 16.07% (16.04%) N/A N/A 6/1/87

Capital Appreciation Sub-Account 17.43% (17.43%) 13.52% (13.51%) 14.89% (14.79%) N/A N/A 6/1/87

International Stock Sub-Account 2.49% (2.49%) 14.68% (14.68%) N/A (N/A) 11.39% (11.38%) 5/1/92

Small Company Growth Sub-Account -1.34% (-1.34%) N/A (N/A) N/A (N/A) 12.08% (12.08%) 5/3/93

7
<PAGE>

Maturing Government Bond
2002 Sub-Account -.66% (-1.61%) N/A (N/A) N/A (N/A) 6.36% (5.44%) 5/2/94

Maturing Government Bond
2006 Sub-Account 3.12% (2.05%) N/A (N/A) N/A (N/A) 8.75% (7.57%) 5/2/94

Maturing Government Bond
2010 Sub-Account 7.92% (6.07%) N/A (N/A) N/A (N/A) 10.71% (8.53%) 5/2/94

Value Stock Sub-Account 10.96% (10.96%) N/A (N/A) N/A (N/A) 20.79% (20.71%) 5/2/94

Small Company Value Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -6.08% (-6.96%) 10/1/97

Global Bond Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -8.12% (-8.12%) 10/1/97

Index 400 Mid-Cap Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -8.13% (-9.28%) 10/1/97

Macro-Cap Value Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -10.10% (-10.10%) 10/15/97

Micro-Cap Growth Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -20.31% (-21.09%) 10/1/97

Real Estate Securities Sub-Account

Templeton Developing Markets
Class 2 Sub Account N/A (N/A) N/A (N/A) N/A (N/A) -36.08% (-36.08%) 10/1/97
</TABLE>

<TABLE>
<CAPTION>
SINGLE PREMIUM CONTRACT

Year Ended Five Years Ten Years From Inception Date of
12/31/98 Ended 12/31/98 Ended 12/31/98 to 12/31/98 Inception
-------- -------------- -------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Growth Sub-Account 25.36% (25.36%) 13.38% (13.38%) 14.00% (13.96%) N/A (N/A) 12/3/85

Bond Sub-Account 2.81% (2.81%) 5.35% (5.34%) 7.34% (7.28%) N/A (N/A) 12/3/85

Money Market Sub-Account -1.22% (-1.22%) 2.51% (2.32%) 4.02% (3.79%) N/A (N/A) 12/3/85

Asset Allocation Sub-Account 11.80% (11.80%) 9.93% (9.93%) 11.47% (11.46%) N/A (N/A) 12/3/85

Mortgage Securities Sub-Account 2.55% (2.55%) 5.52% (5.52%) 7.85% (7.82%) N/A (N/A) 6/1/87

Index 500 Sub-Account 24.37% (24.37%) 17.46% (17.46%) 16.07% (16.07%) N/A (N/A) 6/1/87

Capital Appreciation Sub-Account 20.51% (20.51%) 13.83% (13.82%) 14.89% (14.79%) N/A (N/A) 6/1/87

8
<PAGE>

International Stock Sub-Account 5.18% (5.18%) 15.00% (15.00%) N/A (N/A) 11.63% (11.62%) 5/1/92

Small Company Growth Sub-Account 1.25% (1.25%) N/A (N/A) N/A (N/A) 12.44% (12.44%) 5/3/93

Maturing Government Bond
1998 Sub-Account -.32% (-.84%) N/A (N/A) N/A (N/A) 4.68% (4.12%) 5/2/94

Maturing Government Bond
2002 Sub-Account 1.95% (1.00%) N/A (N/A) N/A (N/A) 6.88% (5.96%) 5/2/94

Maturing Government Bond
2006 Sub-Account 5.82% (4.75%) N/A (N/A) N/A (N/A) 9.28% (8.10%) 5/2/94

Maturing Government Bond
2010 Sub-Account 10.75% (8.90%) N/A (N/A) N/A (N/A) 11.25% (9.07%) 5/2/94

Value Stock Sub-Account 13.87% (13.87%) N/A (N/A) N/A (N/A) 21.38% (21.38%) 5/2/94

Small Company Value
Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -3.40% (-4.28%) 10/1/97

Global Bond Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -5.49% (-5.49%) 10/1/97

Index 400 Mid-Cap
Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -5.50% (-6.65%) 10/1/97

Macro-Cap Value
Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -7.53% (-7.53%) 10/15/97

Micro-Cap Growth
Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -18.03% (18.81%) 10/1/97

Real Estate Securities Sub-Account

Tempeleton Developing
Markets Class 2
Sub-Accounts N/A (N/A) N/A (N/A) N/A (N/A) -34.26% (-34.26%) 10/1/97
</TABLE>

The average annual total return figures described above may be accompanied by
other average annual total return quotations which do not reflect the deduction
of any deferred sales charges. Such other average annual total return figures
will be calculated as described above, except that the initial $1,000 investment
will be equated to that same investment's net asset value, rather than its
surrender value, at the end of the period. The average annual rates of return,
as thus calculated, for the Sub-Accounts of the contracts described in the
Prospectus for the specified periods ended December 31, 1998 are shown in the
table below. Inasmuch as no deferred sales charges are reflected in these
figures, they are the same for both the flexible premium and the single premium
contracts. The figures in parentheses show what the average annual rates of
return, without the application of applicable deferred sales charges, would have
been had Minnesota Life not absorbed Fund expenses as described above.

9
<PAGE>

<TABLE>
<CAPTION>
Year Ended Five Years Ten Years From Inception Date of
12/31/98 Ended 12/31/98 Ended 12/31/98 to 12/31/98 Inception
-------- -------------- -------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Growth Sub-Account 31.76% (31.76%) 14.00% (14.00%) 14.00% (13.96%) N/A (N/A) 12/3/85

Bond Sub-Account 8.06% (8.06%) 5.93% (5.92%) 7.34% (7.28%) N/A (N/A) 12/3/85

Money Market Sub-Account 3.83% (3.83%) 3.07% (2.88%) 4.02% (3.79%) N/A (N/A) 12/3/85

Asset Allocation Sub-Account 17.51% (17.51%) 10.53% (10.53%) 11.47% (11.47%) N/A (N/A) 12/3/85

Mortgage Securities Sub-Account 7.78% (7.78%) 6.09% (6.09%) 7.85% (7.82%) N/A (N/A) 6/1/87

Index 500 Sub-Account 30.72% (30.72%) 18.11% (18.11%) 16.07% (16.04%) N/A (N/A) 6/1/87

Capital Appreciation Sub-Account 26.67% (26.67%) 14.46% (14.46%) 14.89% (14.79%) N/A (N/A) 6/1/87

International Stock Sub-Account 10.55% (10.55%) 15.63% (15.63%) N/A (N/A) 12.09% (12.08%) 5/1/92

Small Company Growth Sub-Account 6.42% (6.42%) N/A (N/A) N/A (N/A) 13.15% (13.15%) 5/3/93

Maturing Government Bond
2002 Sub-Account 7.15% (6.20%) N/A (N/A) N/A (N/A) 7.90% (6.98%) 5/2/94

Maturing Government Bond
2006 Sub-Account 11.23% (10.16%) N/A (N/A) N/A (N/A) 10.32% (9.14%) 5/2/94

Maturing Government Bond
2010 Sub-Account 16.40% (14.55%) N/A (N/A) N/A (N/A) 12.31% (10.13%) 5/2/94

10
<PAGE>

Value Stock
Sub-Account 19.69% (19.69%) N/A (N/A) N/A (N/A) 22.54% (22.46%) 5/2/94

Small Company Value
Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) 1.97% (1.09%) 10/1/97

Global Bond
Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -.24% (-.24%) 10/1/97

Index 400 Mid-Cap
Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -.25% (-1.40%) 10/1/97

Macro-Cap Value
Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -2.39% (-2.39%) 10/15/97

Micro-Cap Growth
Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -13.48% (-14.26%) 10/1/97

Real Estate Securities

Templeton Developing
Markets Class 2
Sub-Account N/A (N/A) N/A (N/A) N/A (N/A) -30.60% (-30.60%) 10/1/97
</TABLE>

11
<PAGE>

PREDICTABILITY OF RETURN

ANTICIPATED VALUE AT MATURITY. The maturity values of zero-coupon bonds are
specified at the time the bonds are issued, and this feature, combined with the
ability to calculate yield to maturity, has made these instruments popular
investment vehicles for investors seeking reliable investments to meet long-term
financial goals.

Each Maturing Government Bond Portfolio of the Fund consists primarily of zero-
coupon bonds but is actively managed to accommodate contract owner activity and
to take advantage of perceived market opportunities. Because of this active
management approach, there is no guarantee that a certain price per share of a
Maturing Government Bond Portfolio, or a certain price per unit of the
corresponding Sub-Account, will be attained by the time a Portfolio is
liquidated. Instead, the Fund attempts to track the price behavior of a
directly held zero-coupon bond by:

(1) Maintaining a weighted average maturity within each Maturing
Government Bond Portfolio's target maturity year;

(2) Investing at least 90% of assets in securities that mature within one
year of that Portfolio's target maturity year;

(3) Investing a substantial portion of assets in Treasury STRIPS (the most
liquid Treasury zero);

(4) Under normal conditions, maintaining a nominal cash balance;

(5) Executing portfolio transactions necessary to accommodate net contract
owner purchases or redemptions on a daily basis; and

(6) Whenever feasible, contacting several U.S. government securities
dealers for each intended transaction in an effort to obtain the best
price on each transaction.

These measures enable the Company to calculate an anticipated value at maturity
(AVM) for each unit of a Maturing Government Bond Sub-Account, calculated as of
the date of purchase of such unit, that approximates the price per unit that
such unit will achieve by the weighted average maturity date of the underlying
Portfolio. The AVM calculation for each Maturing Government Bond Sub-Account is
as follows:

AVM = P(1 + AGR/2) to the power of 2T

where P = the Sub-Account's current price per unit; T = the Sub-Account's
weighted average term to maturity in years; and AGR = the anticipated growth
rate.

This calculation assumes an expense ratio and a portfolio composition for the
underlying Maturing Government Bond Portfolio that remain constant for the life
of such Portfolio. Because the Portfolio's expenses and composition do not
remain constant, however, the Company may

12
<PAGE>

calculate AVM for each Maturing Government Bond Sub-Account on any day on which
the underlying Maturing Government Bond Portfolio is valued. Such an AVM is
applicable only to units purchased on that date.

In addition to the measures described above, which the adviser believes are
adequate to assure close correspondence between the price behavior of each
Portfolio and the price behavior of directly held zero-coupon bonds with
comparable maturities, the Fund expects that each Portfolio will invest at least
90% of its net assets in zero-coupon bonds until it is within four years of its
target maturity year and at least 80% of its net assets in zero-coupon
securities within two to four years of its target maturity year. This
expectation may be altered if the market supply of zero-coupon securities
diminishes unexpectedly.

ANTICIPATED GROWTH RATE. The Company calculates an anticipated growth rate
(AGR) for each Maturing Government Bond Sub-Account on each day on which the
underlying Portfolio is valued. AGR is a calculation of the anticipated
annualized rate of growth for a Sub-Account unit, calculated from the date of
purchase of such unit to the Sub-Account's target maturity date. As is the case
with calculations of AVM, the AGR calculation assumes that each underlying
Maturing Government Bond Portfolio expense ratio and portfolio composition will
remain constant. Each Maturing Government Bond Sub-Account AGR changes from day
to day (i.e., a particular AGR calculation is applicable only to units purchased
on that date), due primarily to changes in interest rates and, to a lesser
extent, to changes in portfolio composition and other factors that affect the
value of the underlying Portfolio.

The Company expects that a contract owner who holds specific units until the
underlying Portfolio's weighted average maturity date will realize an investment
return and maturity value on those units that do not differ substantially from
the AGR and AVM calculated on the day such units were purchased. The AGR and
AVM calculated with respect to units purchased any other date, however, may be
materially different.

AUDITORS

The consolidated financial statements of Minnesota Life and the Variable
Annuity Account included herein have been audited by KPMG Peat Marwick LLP,
4200 Norwest Center, 90 South Seventh Street, Minneapolis, Minnesota 55402,
independent auditors, whose reports thereon appear elsewhere herein, and have
been so included in reliance upon the reports of KPMG Peat Marwick LLP and
upon the authority of said firm as experts in accounting and auditing.

REGISTRATION STATEMENT

We have filed with the Securities and Exchange Commission a registration
statement under the Securities Act of 1933, as amended, with respect to the
contracts offered hereby. This Prospectus does not contain all the information
set forth in the registration statement and amendments thereto and the exhibits
filed as a part thereof, to all of which reference is hereby made for further
information concerning the Variable Annuity Account, Minnesota Life, and the
contracts. Statements contained in this Prospectus as to the contents of
contracts and other legal instruments are summaries, and reference is made to
such instruments as filed.

13
<PAGE>

PART C

OTHER INFORMATION

<PAGE>

Variable Annuity Account

Cross Reference Sheet to Other Information

Form N-4

Item Number Caption in Other Information

24. Financial Statements and Exhibits

25. Directors and Officers of the Depositor

26. Persons Controlled by or Under Common Control with the
Depositor or Registrant

27. Number of Contract Owners

28. Indemnification

29. Principal Underwriters

30. Location of Accounts and Records

31. Management Services

32. Undertakings

<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Audited Financial Statements of Variable Annuity Account for the
fiscal year ended December 31, 1998, are included in Part B of this
filing and consist of the following:

To be filed by Subsequent Amendment.

(b) Audited Financial Statements of the Depositor, Minnesota
Life Insurance Company, for the fiscal year ended December 31, 1998 and
1997, are included in Part B of this filing and consist of the
following:

To be filed by Subsequent Amendment.

1. The Resolution of The Minnesota Mutual Life Insurance Company's
Executive Committee of its Board of Trustees establishing the
Variable Annuity Account previously filed as this exhibit to
Registrant's Form N-4, File Number 2-97564, Post-Effective Amendment
Number 14, is hereby incorporated by reference.

2. Not applicable.

3. The Distribution Agreement between The Minnesota Mutual Life
Insurance Company and Ascend Financial Services, Inc. previously
filed as this exhibit to Registrant's Form N-4, File Number 2-97564,
Post-Effective Amendment Number 15, is hereby incorporated by
reference.

<PAGE>

4. (a) The Flexible Payment Deferred Variable Annuity, form
84-9091 previously filed as this exhibit to Registrant's Form
N-4, File Number 2-97564, Post-Effective Amendment Number 14, is
hereby incorporated by reference.

(b) The Single Payment Deferred Variable Annuity, form 84-9092
previously filed as this exhibit to Registrant's Form N-4, File
Number 2-97564, Post-Effective Amendment Number 14, is hereby
incorporated by reference.

(c) The Qualified Plan Agreement, form 84-9094 previously filed as
this exhibit to Registrant's Form N-4, File Number 2-97564,
Post-Effective Amendment Number 14, is hereby incorporated by
reference.

(d) The Individual Retirement Annuity Agreement, form 83-9058 Rev.
3-1997 previously filed as this exhibit to Registrant's Form
N-4, File Number 2-97564, Post-Effective Amendment Number 14,
is hereby incorporated by reference.

(e) The Retirement Certificate, form MHC-83-9060

(f) The Endorsement, form 86-9135 previously filed as this exhibit
to Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

(g) The Endorsement, form 87-9171 previously filed as this exhibit
to Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

(h) The Flexible Payment Deferred Variable Annuity Contract, form
84-9091 Rev. 1-88 previously filed as this exhibit to
Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

(i) The Single Payment Deferred Variable Annuity Contract, form 84-
9092 Rev. 1-88 previously filed as this exhibit to
Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

(j) Tax Sheltered Annuity Amendment, form MHC-88-9213

(k) Rider, Texas Optional Retirement Program, form F. 22976 Rev. 9-
81 previously filed as this exhibit to Registrant's Form N-4,
File Number 2-97564, Post-Effective Amendment Number 14, is
hereby incorporated by reference.

(l) The Flexible Payment Deferred Variable Annuity Contract, form
84-9091 Rev. 3-91 previously filed as this exhibit to
Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

(m) Endorsement, form 91-9256 previously filed as this exhibit to
Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

<PAGE>

(n) The Single Payment Deferred Variable Annuity Contract, form 84-
9092 Rev. 3-91 previously filed as this exhibit to
Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

(o) Endorsement, form 91-9257 previously filed as this exhibit to
Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

(p) Single Payment Deferred Variable Annuity Contract, form number
MHC-92-9284

(q) Flexible Payment Deferred Variable Annuity Contract, form
number MHC-92-9283

(r) Individual Retirement Annuity (IRA) Agreement, SEP,
Traditional IRA and Roth-IRA, form number MHC-97-9418.

(s) Individual Retirement Annuity, SIMPLE - (IRA) Agreement, form
number MHC-98-9431

5. (a) Amendment to the Application, Texas Optional Retirement
Program, form 81-9013 previously filed as this exhibit to
Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

(b) Variable Annuity Application, form number MHC-84-9093
Rev. 7-1998.

(c) Variable Annuity Application, form number 92-9286 Rev. 9-1997
previously filed as this exhibit to Registrant's Form N-4,
File Number 2-97564, Post-Effective Amendment Number 14, is
hereby incorporated by reference.

6. Certificate of Incorporation and Bylaws.

(a) Restated Certificate of Incorporation of Minnesota Life
Insurance Company

(b) Bylaws of Minnesota Life Insurance Company

7. Not applicable.

8. Not applicable.

9. Opinion and consent of Donald F. Gruber, Esq., to be filed by
subsequent amendment.

10. Consent of KPMG Peat Marwick LLP, to be filed by subsequent
amendment.

11. Not applicable.

12. Not applicable.

13. Schedule for Computation of Performance Quotation

(a) Stock Segregated Sub-Account Performance Calculations previously
filed as this exhibit to Registrant's Form N-4, File Number
2-97564, Post-Effective Amendment Number 14, is hereby
incorporated by reference.

(b) Bond Segregated Sub-Account Performance Calculations previously
filed as this exhibit to Registrant's Form N-4, File Number
2-97564, Post-Effective Amendment Number 14, is hereby
incorporated by reference.

<PAGE>

(c) Money Market Segregated Sub-Account Performance Calculations
previously filed as this exhibit to Registrant's Form N-4,
File Number 2-97564, Post-Effective Amendment Number 14, is
hereby incorporated by reference.

(d) Managed Segregated Sub-Account Performance Calculations
previously filed as this exhibit to Registrant's Form N-4,
File Number 2-97564, Post-Effective Amendment Number 14, is
hereby incorporated by reference.

(e) Mortgage Securities Segregated Sub-Account Performance
Calculations previously filed as this exhibit to Registrant's
Form N-4, File Number 2-97564, Post-Effective Amendment Number
14, is hereby incorporated by reference.

(f) Index Segregated Sub-Account Performance Calculations
previously filed as this exhibit to Registrant's Form N-4,
File Number 2-97564, Post-Effective Amendment Number 14, is
hereby incorporated by reference.

(g) Aggressive Growth Segregated Sub-Account Performance
Calculations previously filed as this exhibit to Registrant's
Form N-4, File Number 2-97564, Post-Effective Amendment Number
14, is hereby incorporated by reference.

(h) International Stock Segregated Sub-Account Performance
Calculations previously filed as this exhibit to Registrant's
Form N-4, File Number 2-97564, Post-Effective Amendment Number
14, is hereby incorporated by reference.

(i) Small Company Segregated Sub-Account Performance Calculations
previously filed as this exhibit to Registrant's Form N-4,
File Number 2-97564, Post-Effective Amendment Number 14, is
hereby incorporated by reference.

(j) Value Stock Segregated Sub-Account Performance Calculation
previously filed as this exhibit to Registrant's Form N-4,
File Number 2-97564, Post-Effective Amendment Number 14, is
hereby incorporated by reference.

(k) Maturing Government Bond - 1998 Segregated Sub-Account
Performance Calculation previously filed as this exhibit to
Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

(l) Maturing Government Bond - 2002 Segregated Sub-Account
Performance Calculation previously filed as this exhibit to
Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

(m) Maturing Government Bond - 2006 Segregated Sub-Account
Performance Calculation previously filed as this exhibit to
Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

(n) Maturing Government Bond - 2010 Segregated Sub-Account
Performance Calculation previously filed as this exhibit to
Registrant's Form N-4, File Number 2-97564, Post-Effective
Amendment Number 14, is hereby incorporated by reference.

<PAGE>

15. Minnesota Life Insurance Company Power of Attorney
To Sign Registration Statements

<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and Principal Positions and Offices Positions and Offices
Business Address with Insurance Company with Registrant
- ------------------ ---------------------- ---------------------

Giulio Agostini Director None
3M
3M Center -
Executive 220-14W-08
St. Paul, MN 55144-1000

Anthony L. Andersen Director None
H. B. Fuller Company
2424 Territorial Road
St. Paul, MN 55114

Leslie S. Biller Director None
Well Fargo & Company
420 Montgomery Street
MAC 0101-121
San Francisco, CA 94104

John F. Bruder Senior Vice President None
Minnesota Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Keith M. Campbell Senior Vice President None
Minnesota Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

John F. Grundhofer Director None
U.S. Bancorp
601 2nd Avenue South
Suite 2900
Minneapolis, MN 55402

Robert E. Hunstad Executive Vice President None
Minnesota Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

James E. Johnson Senior Vice President None
Minnesota Life and Actuary
Insurance Company
400 Robert Street North
St. Paul, MN 55101

<PAGE>

David S. Kidwell, Ph.D. Director None
The Curtis L. Carlson
School of Management
University of Minnesota
321 19th Avenue South
Minneapolis, MN 55455

Reatha C. King, Ph.D. Director None
General Mills Foundation
P. O. Box 1113
Minneapolis, MN 55440

William B. Lawson Director None
Lawson Software
1300 Godward Street
Minneapolis, MN 55413

Dennis E. Prohofsky Senior Vice President, None
Minnesota Life General Counsel and
Insurance Company Secretary
400 Robert Street North
St. Paul, MN 55101

Thomas E. Rohricht Director None
Doherty, Rumble & Butler
Professional Association
2800 Minnesota World Trade Center
30 East Seventh Street
St. Paul, MN 55101-4999

Robert L. Senkler Chairman, President and None
Minnesota Life Chief Executive Officer
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Michael E. Shannon Director None
Ecolab, Inc.
370 Wabasha Street
Ecolab Center
St. Paul, MN 55102

Gregory S. Strong Senior Vice President and None
Minnesota Life Chief Financial Officer
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Terrence M. Sullivan Senior Vice President None
Minnesota Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Randy F. Wallake Senior Vice President None
Minnesota Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Frederick T. Weyerhaeuser Director None
Clearwater Management Company
and Clearwater Investment Trust
332 Minnesota Street
Suite W-2090

<PAGE>

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

Wholly-owned subsidiary of Minnesota Mutual Companies, Inc.:

Securian Holding Company (Delaware)

Wholly-owned subsidiary of Securian Holding Company:

Securian Financial Group, Inc. (Delaware)

Wholly-owned subsidiary of Securian Financial Group, Inc.

Minnesota Life Insurance Company

Wholly-owned subsidiaries of Minnesota Life Insurance Company:

Advantus Capital Management, Inc.
HomePlus Insurance Company
Northstar Life Insurance Company (New York)
The Ministers Life Insurance Company
MIMLIC Life Insurance Company (Arizona)
Robert Street Energy, Inc.
Capitol City Property Management, Inc.
Personal Finance Company (Delaware)
Enterprise Holding Corporation

Wholly-owned subsidiary of Advantus Capital Management, Inc.:

Ascend Financial Services, Inc.

Wholly-owned subsidiaries of Ascend Financial Services, Inc.:

MIMLIC Insurance Agency of Massachusetts, Inc. (Massachusetts)
MIMLIC Insurance Agency of Texas, Inc. (Texas)
Ascend Insurance Agency of Nevada, Inc. (Nevada)
Ascend Insurance Agency of Oklahoma, Inc. (Oklahoma)

Wholly-owned subsidiaries of Enterprise Holding Corporation:

Financial Ink Corporation
Oakleaf Service Corporation
Concepts in Marketing Research Corporation
Concepts in Marketing Services Corporation
Lafayette Litho, Inc.
DataPlan Securities, Inc. (Ohio)
MIMLIC Imperial Corporation
MIMLIC Funding, Inc.
MCM Funding 1997-1, Inc.
MCM Funding 1998-1, Inc.
MIMLIC Venture Corporation
HomePlus Insurance Agency, Inc.
Ministers Life Resources, Inc.
Wedgewood Valley Golf, Inc.

Wholly-owned subsidiary of HomePlus Insurance Agency, Inc.:

HomePlus Insurance Agency of Texas, Inc. (Texas)

Majority-owned subsidiary of Ascend Financial Services, Inc.:

MIMLIC Insurance Agency of Ohio, Inc. (Ohio)

Open-end registered investment company offering shares solely to separate
accounts of Minnesota Life Insurance Company:

<PAGE>

Advantus Series Fund, Inc.

Fifty percent-owned subsidiary of MIMLIC Imperial Corporation:

C.R.I. Securities, Inc.

Majority-owned subsidiaries of Minnesota Life Insurance Company:

Advantus Enterprise Fund, Inc.
Advantus International Balanced Fund, Inc.
Advantus Venture Fund, Inc.
Advantus Real Estate Securities Fund, Inc.

Less than majority owned, but greater than 25% owned, subsidiaries of
Minnesota Life Insurance Company:

Advantus Money Market Fund, Inc.
MIMLIC Cash Fund, Inc.
Advantus Cornerstone Fund, Inc.
Advantus Index 500 Fund, Inc.

Less than 25% owned subsidiaries of Minnesota Life Insurance Company:

Advantus Horizon Fund, Inc.
Advantus Spectrum Fund, Inc.
Advantus Mortgage Securities Fund, Inc.
Advantus Bond Fund, Inc.

Unless indicated otherwise parenthetically, each of the above corporations is
a Minnesota corporation.

ITEM 27. NUMBER OF CONTRACT OWNERS

As of March 25, 1998, the number of holders of securities of the Registrant
were as follows:

Number of Record
Title of Class Holders
-------------- ----------------

Variable Annuity Contracts 47,306

ITEM 28. INDEMNIFICATION

The statement with respect to indemnification. Previously filed.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) The principal underwriter is Ascend Funancial Services, Inc.
Ascend Financial Services, Inc. is also the principal underwriter
for twelve mutual funds (Advantus Horizon Fund, Inc.; Advantus
Spectrum Fund, Inc.; Advantus Money Market Fund, Inc.; Advantus
Mortgage Securities Fund, Inc.; Advantus Bond Fund, Inc.,; Advantus
Cornerstone Fund, Inc.; Advantus Enterprise Fund, Inc.; Advantus
International Balanced Fund, Inc.; Advantus Venture Fund, Inc.;
Advantus Index 500 Fund, Inc.; Advantus Real Estate Securities Fund,
Inc.; and the MIMLIC Cash Fund, Inc.) and for four additional
registered separate accounts of Minnesota Life Insurance Company,
all of which offer annuity contracts and life insurance policies
on a variable basis.

<PAGE>

DIRECTORS AND OFFICERS OF UNDERWRITER

Positions and Positions and
Name and Principal Offices Offices
Business Address with Underwriter with Registrant
- ------------------ ---------------- ---------------

Robert E. Hunstad Director None
Minnesota Life
Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101

George I. Connolly President, Chief None
Ascend Financial Services, Inc. Executive Officer, Chief
400 Robert Street North Compliance Officer and
St. Paul, Minnesota 55101 Director

Margaret Milosevich Vice President, Chief Assistant
Ascend Financial Services, Inc. Operations Officer, Secretary
400 Robert Street North Treasurer and Secretary
St. Paul, Minnesota 55101

Dennis E. Prohofsky Director None
Minnesota Life
Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101

Thomas L. Clark Assistant Treasurer Assistant
Ascend Financial Services, Inc. and Assistant Secretary Secretary
400 Robert Street North
St. Paul, Minnesota 55101

Name of Net Underwriting Compensation on
Principal Discounts and Redemption or Brokerage Other
Underwriter Commissions Annuitization Commissions Compensation
- ----------- ---------------- ---------------- ----------- ------------

Ascend
Financial
Services, Inc. $15,989,724

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules promulgated thereunder are in the physical
possession of Minnesota Life Insurance Company, St. Paul, Minnesota
55101-2098.

ITEM 31. MANAGEMENT SERVICES

None.

<PAGE>

Item 32. Undertakings

(a) The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure
that the audited financial statements in the registration statement
are never more than 16 months old for so long as payments under the
Contracts may be accepted.

(b) The Registrant hereby undertakes to include as part of any application
to purchase a contract offered by the prospectus a space that an
applicant can check to request a Statement of Additional Information.

(c) The Registrant hereby undertakes to deliver any Statement of
Additional Information and any financial statement required to be made
available under this form promptly upon written or oral request.

(d) Minnesota Life Insurance Company hereby represents that, as
to the variable annuity contract which is the subject of this
Registration Statement, File No. 2-97564, the fees and charges
deducted under the contract, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be
incurred and the risks assumed by Minnesota Life Insurance
Company.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of St. Paul and the State of Minnesota on the 1st day of March, 1999.

VARIABLE ANNUITY ACCOUNT
(Registrant)

By: MINNESOTA LIFE INSURANCE COMPANY
(Depositor)

By
-----------------------------------
Robert L. Senkler
Chairman of the Board, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, the Depositor,
Minnesota Life Insurance Company, has duly caused this Post-Effective Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Saint Paul, and State of Minnesota, on
the 1st day of March, 1999.

MINNESOTA LIFE INSURANCE COMPANY

By
-----------------------------------
Robert L. Senkler
Chairman of the Board, President
and Chief Executive Officer

<PAGE>

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

Signature Title Date
--------- ----- -----

- -------------------------- Chairman, President and March 1, 1999
Robert L. Senkler Chief Executive Officer

*
- -------------------------- Director
Giulio Agostini

*
- -------------------------- Director
Anthony L. Andersen

*
- -------------------------- Director
Leslie S. Biller

*
- -------------------------- Director
John F. Grundhofer

*
- -------------------------- Director
David S. Kidwell, Ph.D.

*
- -------------------------- Director
Reatha C. King, Ph.D.

- -------------------------- Director
William B. Lawson

*
- -------------------------- Director
Thomas E. Rohricht

*
- -------------------------- Director
Michael E. Shannon

*
- -------------------------- Director
Frederick T. Weyerhaeuser

- -------------------------- Vice President March 1, 1999
Gregory S. Strong (chief financial officer)

- -------------------------- Vice President March 1, 1999
Gregory S. Strong (chief accounting officer)

- -------------------------- Attorney-in-Fact March 1, 1999
Dennis E. Prohofsky

* Pursuant to power of attorney dated October 19, 1998, a copy of which is filed
herewith.

<PAGE>

EXHIBIT INDEX

Exhibit Number Description of Exhibit
- -------------- -----------------------

4. (e) The Retirement Certificate, form MHC-83-9060
(j) Tax Sheltered Annuity Amendment, form MHC-88-9213
(p) Single Payment Deferred Variable Annuity Contract,
form number MHC-92-9284
(q) Flexible Payment Deferred Variable Annuity Contract,
form number MHC-92-9283
(r) Individual Retirement Annuity (IRA) Agreement, SEP,
Traditional IRA and Roth-IRA, form number MHC-97-9418.
(s) Individual Retirement Annuity, SIMPLE - (IRA)
Agreement, form number MHC-98-9431.
5. (b) Variable Annuity Application, form number MHC-84-9093
Rev. 7-1998
6. (a) Restated Certificate of Incorporation of Minnesota
Life Insurance Company
(b) Bylaws of Minnesota Life Insurance Company
15. Minnesota Life Insurance Company Power of Attorney
To Sign Registration Statements

<PAGE>

MINNESOTA LIFE ANNUITY PAYMENT ENDORSEMENT

Minnesota Life Insurance Company certifies that the Annuitant named in the
Schedule below is entitled to the Annuity Payments described in this
schedule. Payments are to commence on the Annuity Commencement Date.

ANNUITY PAYMENTS SCHEDULE

ANNUITANT_______________________________________________________________________

ANNUITANT'S DATE OF BIRTH_______________________________________________________

ANNUITY COMMENCEMENT DATE_______________________________________________________

FORM OF ANNUITY PAYMENT_________________________________________________________

FIXED ANNUITY PAYMENT $_________________________________________________________

NUMBER OF VARIABLE ANNUITY UNITS________________________________________________

INITIAL VARIABLE ANNUITY PAYMENT $______________________________________________

JOINT ANNUITANT_________________________________________________________________

JOINT ANNUITANT'S DATE OF BIRTH_________________________________________________

ANNUITANT'S BENEFICIARY_________________________________________________________

/s/ /s/
Secretary Registrar President

MHC-83-9060 Minnesota Life Insurance Company

<PAGE>

MINNESOTA LIFE TAX SHELTERED ANNUITY AMENDMENT

We have made the following changes to your contract. They modify the contract.
They are considered to be a part of it. This agreement is effective as of the
original contract date unless a different effective date is shown here.

WHAT DOES THIS AGREEMENT PROVIDE?

This Agreement modifies your contract. The Agreement is used when the contract
is issued to fund a tax sheltered annuity program. This is as described in
Section 403(b) of the Internal Revenue Code (hereinafter "Code"), as amended.

PURCHASE PAYMENTS

ARE PURCHASE PAYMENTS LIMITED?

Yes. Where the annuitant has a tax sheltered annuity, purchase payments may be
limited. Elective deferrals which are purchase payments made by salary
reduction are limited to: (a) $9,500; or (b) an indexed amount, if greater.

A special increased limit in the case of an annuitant who has completed 15 years
of service with an educational organization, a hospital, a home health service
agency, a church, a convention or association of churches, or a health and
welfare service agency may be available. The limit for any one year is
increased by the lesser of:

(a) $3,000;

(b) $15,000 reduced by amounts already excluded for prior taxable years by
reason of this special exception; or

(c) the excess of $5,000 multiplied by the number of years of service the
annuitant has with the employer less all prior elective deferrals.

The amount of salary reduction excludable from an annuitant's gross income may
actually be less than the amount permitted under this limit on elective
deferrals. This may be true if the annuitant's exclusion allowance, described
in Section 403(b)(2), of the Code or the overall limit as described in Section
415(c) of the Code is less.

WITHDRAWAL AND SURRENDERS

ARE THERE RESTRICTIONS ON WHEN WITHDRAWALS FROM THIS CONTRACT MAY BE MADE?

Yes. Contracts issued to fund 403(b) tax sheltered annuity programs must
restrict certain withdrawals. Any purchase payment made after January 1, 1989
pursuant to a salary reduction agreement between you and your employer may be
paid only when:

MHC-88-9213 Minnesota Life Insurance Company

<PAGE>

(a) you attain age 59 1/2;

(b) when you separate from service with your employer;

(d) when you become disabled; or

(e) if you qualify for a hardship withdrawal.

WHAT IS MEANT BY A HARDSHIP WITHDRAWAL?

A hardship withdrawal is one that is made on account of an immediate and heavy
financial need and a withdrawal is necessary to satisfy that financial need.
You may be required to provide us with information so that we may be satisfied
that your hardship is one described in the Code and its regulations.

WHAT AMOUNT MAY BE WITHDRAWN UNDER THE HARDSHIP PROVISION?

You may withdraw only the amount represented by your salary reduction
contributions. Any earnings attributable to such contributions may not be
withdrawn.

MAY TAX PENALTIES APPLY?

(a) the annuitant becomes disabled as defined by the Code;

(b) The amount received is in excess of the allowed elective deferral and
returned to the annuitant before the required tax return filing date for
that year, together with any earned interest; or

We will not be liable for any tax penalties on amounts received or paid by us
under this contract. We also retain the right to treat any transaction treated
by law as a contract distribution as a complete contract surrender.

MHC-88-9213

<PAGE>

GENERAL INFORMATION

IS THERE A TIME WHEN DISTRIBUTIONS FROM THIS CONTRACT MUST BE MADE?

Yes. Distributions must begin within 90 days after the end of the year in which
the annuitant reaches age 70 1/2. Distributions may be made as withdrawals or
under one of the available annuity forms. In order to avoid tax penalties, you
will have to meet certain minimum distribution requirements.

IS THIS CONTRACT TRANSFERABLE?

No. This contract is non-transferable. It may not be sold or assigned.

/s/ Dennis E. Prohofsky
Secretary

/s/ Robert L. Senkler
President

MHC-88-9213 Minnesota Life Insurance Company

<PAGE>

READ YOUR CONTRACT CAREFULLY.
THIS IS A LEGAL CONTRACT.

We promise to pay, subject to the provisions of this contract, the benefits
described by this contract.

We make this promise and issue this contract in consideration of the application
for this contract and the payment of the purchase payment.

The owner and the beneficiary are as named in the application unless they are
changed as provided for in this contract.

Minnesota Life Insurance Company is a subsidiary of Minnesota Mutual
Companies, Inc., a mutual insurance holding company. The owner is a member of
Minnesota Mutual Companies, Inc., which holds its annual meetings on the
first Tuesday in March of each year at 3 p.m. local time. The meetings are
held at 400 Robert Street North, St. Paul, Minnesota 55101-2098.

Signed for Minnesota Life Insurance Company at St. Paul, Minnesota,
on the contract date.

/s/ John A. Clymer
President

/s/ Robert J. Hasling
Secretary

Registrar

NOTICE OF YOUR RIGHT TO EXAMINE THIS CONTRACT FOR 10 DAYS.

It is important to us that you are satisfied with this contract. If you are not
satisfied, you may return the contract to us or to your agent within 10 days of
its receipt. If you exercise this right, you will receive the greater of (a)
the Accumulation Value of this contract, or (b) the amount of purchase payments
paid under this contract. We will pay this refund within 7 days after we
receive your notice of cancellation.

All payments and values provided by this contract, when based on the investment
experience of a separate account, are variable and are not guaranteed as to
fixed dollar amount.

[LOGO]

MINNESOTA LIFE INSURANCE COMPANY

400 Robert Street North
St. Paul, MN 55101-2098

SINGLE PAYMENT DEFERRED
VARIABLE ANNUITY CONTRACT
FIXED OR VARIABLE ANNUITY BENEFITS
A NONPARTICIPATING CONTRACT

MHC-92-9284

<PAGE>

CONTRACT INDEX
Alphabetical Index to the Provisions of Your Contract
Page
----

Additional Information . . . . . . . . . . . . . . . . . 10

Allocation of Purchase Payments. . . . . . . . . . . . . .3

Amount payable at Death. . . . . . . . . . . . . . . . . .9

Annuity Payment Options. . . . . . . . . . . . . . . . . .6

Annuity Provisions . . . . . . . . . . . . . . . . . . . .6

Assignment . . . . . . . . . . . . . . . . . . . . . . . 10

Beneficiary. . . . . . . . . . . . . . . . . . . . . . . 10

Contract Charges . . . . . . . . . . . . . . . . . . . . .4

Definitions. . . . . . . . . . . . . . . . . . . . . . . .2

General Information. . . . . . . . . . . . . . . . . . . .3

Misstatement . . . . . . . . . . . . . . . . . . . . . . 10

Purchase Payments. . . . . . . . . . . . . . . . . . . . .3

Transfer Provisions. . . . . . . . . . . . . . . . . . . .5

Valuation. . . . . . . . . . . . . . . . . . . . . . . . .4

Withdrawal and Surrender . . . . . . . . . . . . . . . . .5

YOUR CONTRACT INFORMATION
- --------------------------------------------------------------------------------

ANNUITANT: JOHN C. DOE
-----------

DATE OF BIRTH: OCTOBER 1, 1963
---------------

OWNER: JOHN C. DOE
-----------

JURISDICTION: YOUR STATE
----------

CONTRACT NUMBER: 1-234-568
---------

CONTRACT DATE: OCTOBER 1, 1998
---------------

ANNUITY COMMENCEMENT DATE: NOVEMBER 1, 2063
----------------

ANTICIPATED PURCHASE PAYMENT: $5,000.00
---------

MHC-92-9284 Minnesota Life 2

<PAGE>

SINGLE PAYMENT DEFERRED
VARIABLE ANNUITY CONTRACT

FIXED OR VARIABLE ANNUITY BENEFITS
A NONPARTICIPATING CONTRACT

DEFINITIONS
- --------------------------------------------------------------------------------

When we use the following words, this is what we mean:

THE ANNUITANT
The person named on page 1 who may receive lifetime benefits under the
contract. Joint annuitants will be considered a single entity.

YOU, YOUR
The owner of this contract. The owner may be the annuitant or someone else.
The owner shall be that person named in the application. The owner may be
changed. Joint owners will be considered a single entity.

JOINT OWNER
The person designated to share equally in all rights and privileges of this
contract. Only your spouse may be named as joint owner. Both signatures will
be required to exercise your rights under this contract.

BENEFICIARY
The person, persons or entity designated to receive any death benefits payable
under the contract.

WE, OUR, US
Minnesota Life Insurance Company.

CONTRACT DATE
The effective date of this contract. It is also the date from which we
determine contract anniversaries and contract years.

CONTRACT ANNIVERSARY
The same day and month as the contract date for each succeeding year of this
contract.

CONTRACT YEAR
A period of one year beginning with the contract date or a contract anniversary.

FUND
The mutual fund or separate investment portfolio within a series mutual fund
which is designated as an eligible investment for the separate account.

VALUATION DATE
Any date on which a fund is valued.

VALUATION PERIOD
The period between successive valuation dates measured from the time of one
determination to the next.

ACCUMULATION VALUE
The sum of your values under this contract in the general account and/or the
separate account. In the general account, this is the general account
accumulation value. In the separate account, this is the separate account
accumulation value. The separate account portion is composed of your interest
in one or more sub-accounts of the separate account. Your interest in the

MHC-92-9284 Minnesota Life 3

<PAGE>

sub-accounts shall be valued separately. The total of those values will be the
separate account accumulation value.

SURRENDER VALUE
The surrender value of the separate account portion of this contract shall be
its withdrawal value.

The surrender value of the general account portion of this contract shall be the
greater of:
(a) its withdrawal value;
(b) or your total general account purchase payments, less any applicable state
annuity premium taxes and less any amounts previously withdrawn or transferred
to the separate account.

WITHDRAWAL VALUE
The value of this contract which is available for withdrawal. This value equals
the accumulation value, subject to the deferred sales charge during the first
ten contract years. However, if withdrawals during the first calendar year are
equal to or less than 10% of the purchase payments made during the first year
and, if in subsequent calendar years they are equal to or less than 10% of the
accumulation value at the end of the previous calendar year, the charge will not
apply. If withdrawals in any calendar year exceed that amount, the deferred
sales charge will apply to the excess.

GENERAL ACCOUNT
All assets of Minnesota Life other than those in the Variable Annuity Account
or in other separate accounts established by us.

SEPARATE ACCOUNT
A separate investment account titled Variable Annuity Account. This separate
account was established by us for this class of contract under Minnesota law.
The separate account is composed of several sub-accounts. The assets of the
separate account are ours. Those assets are not subject to claims arising
out of any other business of ours.

1940 ACT
The Investment Company Act of 1940, as amended, or any similar successor federal
legislation.

WRITTEN REQUEST
A request in writing signed by your. In the case of joint owners, the
signatures of both owners will be required. In some cases, we may provide a
form for your use. We also may require that this contract be sent to our home
office with your written request.

PURCHASE PAYMENT
A single amount paid to us as consideration for the benefits provided by this
contract. The single amount will be deemed to include all purchase payments
made within 12 months of the contract date. The amount of any initial
purchase payment must be at least $5,000. The amount of any subsequent
payment during that 12 month period must be at least $1,000. Total purchase
payments may not exceed the amount of $1,000,000 except with our consent.

ANNUITY PAYMENTS
Payments made at regular intervals to the annuitant or any other payee. Annuity
payments will be due and payable only on the first day of a calendar month.

FIXED ANNUITY
Annuity payments of equal amounts during the payment period.

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VARIABLE ANNUITY
Annuity payments which increase or decrease in amount to reflect the investment
experience of the separate account and its sub-accounts.

AGE
The age of a person at nearest birthday.

GENERAL INFORMATION
- --------------------------------------------------------------------------------

WHAT IS YOUR AGREEMENT WITH US?
This contract and the copy of the application attached to it contain the entire
contract between you and us. Any statements made in the application either by
you or the annuitant will, in the absence of fraud, be considered
representations and not warranties. Also, any statement either made by you or
the annuitant will not be used to avoid this contract or defend against a claim
under this contract unless the statement is contained in the application.

No change or waiver of any of the provisions of this contract will be valid
unless made in writing by us. It must also be signed by our president, a vice
president, our secretary or an assistant secretary. No agent or other person
has the authority to change or waive any provision of this contract.

Any additional agreement attached to this contract will become a part of this
contract. It will be subject to all the terms and conditions of this contract
unless we state otherwise in the agreement.

HOW DO YOU EXERCISE YOUR RIGHTS UNDER THIS CONTRACT?
You can exercise all the rights under this contract. You can do this by making
a written request to us. You have these rights during the annuitant's lifetime
and before annuity payments begin. We will deal with you, unless this contract
provides otherwise, on the basis that you have full ownership and control of
this contract.

HOW WILL YOU KNOW THE VALUE OF YOUR CONTRACT?
Each year we will send you a report. This report will summarize the year's
transactions. It will show the current accumulation value and surrender value
of this contract. It will also show the current separate account accumulation
unit values. The report will be as of a date within two months of its mailing.

PURCHASE PAYMENT
- --------------------------------------------------------------------------------

WHERE DO YOU MAKE PURCHASE PAYMENTS?
All purchase payments must be made at our home office. Our home office is at
400 Robert Street North, St. Paul, Minnesota.

When we receive a purchase payment from you at our home office, we will send you
a confirmation.

WHAT DEDUCTIONS ARE MADE FROM PURCHASE PAYMENTS?
There are usually no deductions made from the purchase payment. However, we do
reserve the right to make a deduction from the purchase payment for state
premium taxes, where applicable.

HOW ARE PURCHASE PAYMENTS ALLOCATED?
They are allocated either to the general account or to the separate account and
its sub-accounts. The allocation is made as you direct. Initially, you
indicate your allocation in this application. You may change your allocation

MHC-92-9284 Minnesota Life 5

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as to remaining portions of the purchase payment. You may do this by giving
us written notice. Applications received without instructions as to
allocation will be treated as incomplete.

ARE SEPARATE ACCOUNT OPTIONS AVAILABLE?
Yes. The separate account currently is composed of the following sub-accounts:

Growth Portfolio
Bond Portfolio
Money Market Portfolio
Asset Allocation Portfolio
Mortgage Securities Portfolio
Index 500 Portfolio
Capital Appreciation Portfolio
International Stock Portfolio
Small Company Portfolio
Maturing Government Bond 2002 Portfolio
Maturing Government Bond 2006 Portfolio
Maturing Government Bond 2010 Portfolio
Value Stock Portfolio
Small Company Value Portfolio
Global Bond Portfolio
Index 400 Mid-Cap Portfolio
Macro-Cap Value Portfolio
Micro-Cap Growth Portfolio
Real Estate Securities Portfolio

Purchase payments may be applied to one or more of these sub-accounts. They may
also be made to any other sub-account which may be established by us under the
separate account for contracts of this class. We reserve the right to add,
combine or remove any sub-accounts of the separate account.

WHAT ARE THE INVESTMENTS OF THE SEPARATE ACCOUNT?
The separate account is divided into sub-accounts. For each sub-account, there
is a fund for the investment of that sub-account's assets. Purchase payments
are invested in the funds at their net asset value. The net asset value per
share for each fund is determined by adding the current value of all securities
and all other assets held by each fund, subtracting liabilities, and dividing
the remainder by the number of shares outstanding.

If investment in a fund should no longer be possible or if we determine it
becomes inappropriate for contracts of this class, we may substitute another
fund. Substitution may be with respect to existing accumulation values, future
purchase payments and future annuity payments.

IS THERE AS MINIMUM AMOUNT WHICH MUST BE ALLOCATED TO THE GENERAL ACCOUNT OR
SEPARATE ACCOUNT?
No.

MAY WE MAKE CHANGES TO THE SEPARATE ACCOUNT?
Yes. We reserve the right to transfer assets of the separate account to another
separate account. The transfer will be of assets associated with this class of
contracts. We will make that determination. If this type of transfer is made,
the term "separate account", as used in this contract, shall then mean the
separate account to which the assets were transferred.

We also reserve the right, when permitted by law, to:

(a) deregister the separate account under the Investment Company Act of 1940;

(b) restrict or eliminate any voting rights or contract owners or other
persons who have voting rights as to the separate account; and

WHEN ARE PURCHASE PAYMENTS CREDITED TO THE CONTRACT?
Purchase payments are credited to the contract on the valuation date coincident
with or next following the day they are received in our home office. If they
are received on a day which is not a valuation date, those amounts will be
credited on the next valuation date.

MHC-92-9284 Minnesota Life 6

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CONTRACT CHARGES
- --------------------------------------------------------------------------------

ARE THERE CHARGES UNDER THIS CONTRACT?
Yes. There may be a deferred sales charge. Also, there are certain charges
which are made directly to the separate account.

WHAT IS THE DEFERRED SALES CHARGE?
The deferred sales charge is the charge made on contract withdrawals or
surrenders. It is made during the first ten contract years. The amount
withdrawn plus any deferred sales charge is deducted from the accumulation
value. In the separate account, accumulation units will be cancelled of a value
equal to the charge and the withdrawal.

WHAT IS THE AMOUNT OF THE DEFERRED SALES CHARGE?
The charge is indicated in the table shown below. These percentages decrease
uniformly by .05% for each of the first 120 months from the contract date. Any
amounts withdrawn from the contract may also be reduced by any applicable state
premium taxes not previously deducted.
END OF
CONTRACT YEAR CHARGE
-------------- ------
(Contract Date) 6.0%
1 5.4
2 4.8
3 4.2
4 3.6
5 3.0
6 2.4
7 1.8
8 1.2
9 0.6
10 -0-

In no event will the amount of deferred sales charge exceed 9% of the total
purchase payments made under this contract.

ARE THERE CHARGES ASSOCIATED WITH THE SEPARATE ACCOUNT?
Yes. There are two charges associated with the separate account. These are the
expense risk charge and the mortality risk premium charge. Both of these
charges are deducted on each valuation date from the separate account. On an
annual basis, they may be as mush as 1.40% of the net asset value of the
separate account.

WHAT IS THE MORTALITY RISK PREMIUM CHARGE?
This is a premium charge to compensate us for the mortality guarantees we make
under the contract. Actual mortality results incurred by us shall not adversely
affect any payments or values under this contract. On an annual basis, it
equals .80% of the net asset value of the separate account.

WHAT IS THE EXPENSE RISK CHARGE?
This is a charge to compensate us for guaranteeing that the deferred sales
charge will not increase. It also compensates us for the guarantee that the
deductions provided in this contract will be sufficient to cover our actual
expenses. Actual expense results incurred by us shall not adversely affect any
payments or values under this contract. On an annual basis it may be as much as
.60% of the net asset value of the separate account.

MHC-92-9284 Minnesota Life 7

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VALUATION
- --------------------------------------------------------------------------------

HOW IS YOUR ACCUMULATION VALUE DETERMINED?
It is determined separately for your accumulation value in the general account
and the separate account. The separate account value will include all
sub-accounts of the separate account.

For the general account, it is the purchase payment allocated to the general
account plus interest and transfers into the general account, less deductions
for any transfers out of the general account, the deferred sales charge and
any previous withdrawals.

For each sub-account of the separate account, it is your accumulation units
multiplied by the accumulation unit value.

WHAT IS AN ACCUMULATION UNIT AND HOW IS ITS VALUE DETERMINED?
An accumulation unit is a measure of your interest in each sub-account of the
separate account. The number of accumulation units credited with respect to
each purchase payment is determined by dividing the portion of the purchase
payment allocated to each sub-account by the then current accumulation unit
value for that sub-account. This determination is made as of the valuation date
coincident with or next following the date on which we receive your purchase
payment at our home office. Once determined, the number of accumulation units
will not be affected by changes in the accumulation unit value. However, the
total number of accumulation units under this contract will be affected by
future contract transactions. In addition, the units of each sub-account will
be increased by subsequent purchase payments and transfers to that sub-account.
The units of each sub-account will be decreased by deductions for the deferred
sales charge and for transfers or withdrawals from that sub-account.

The accumulation unit value will increase or decrease on each valuation date.
The amount of any increase or decrease will depend on the net investment
experience of the sub-account of the separate account. The value of an
accumulation unit for each sub-account was originally set at $1.00 for the first
valuation date. For any subsequent valuation date, its value is equal to its
value on the preceding valuation date multiplied by the net investment factor
for that sub-account for the valuation period ending on the subsequent valuation
date.

WHAT IS THE NET INVESTMENT FACTOR FOR EACH SUB-ACCOUNT?
The net investment factor for a valuation period is the gross investment rate
for such valuation period, less a deduction for the charges associated with the
separate account at a rate of not more than 1.40% per annum.

The gross investment rate is equal to:

(1) the net asset value per share of a fund share held in the sub-account of the
separate account determined at the end of the current accumulation period; plus

(2) the per-share amount of any dividend or capital gain distributions by the
fund if the "ex-dividend" date occurs during the current valuation period;
divided by

(3) the net asset value per share of that fund share held in the sub-account
determined at the end of the preceding valuation period.

DOES THE CONTRACT CREDIT INTEREST ON THE GENERAL ACCOUNT?
Yes. This contract credits interest on the general account accumulation value
of this contract. Interest is credited at a rate of at least 3% per year,

MHC-92-9284 Minnesota Life 8

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compounded annually. We guarantee this rate for the life of the contract and
until an annuity begins.

MAY ADDITIONAL INTEREST BE CREDITED ON THE GENERAL ACCOUNT?
Yes. As conditions permit, we will credit additional amounts of interest to the
general account accumulation value.

TRANSFER PROVISIONS
- --------------------------------------------------------------------------------

WHAT IS A TRANSFER?
A transfer is a reallocation of funds under this contract. It may be between
the general account and the separate account or among the sub-accounts of the
separate account.

MAY YOU MAKE TRANSFERS OF AMOUNTS UNDER THE CONTRACT?
Yes. These transfers may be made by your written request. We will make the
transfer on the basis of accumulation unit values on the valuation date
coincident with or next following the day we receive the request at our home
office.

DOES A DOLLAR AMOUNT LIMIT APPLY TO TRANSFERS?
No.

DO ANY OTHER RESTRICTIONS APPLY?
Yes. We reserve the right to limit the amount and frequency of transfers from
the general account to the separate account. Transfers from the separate
account to the general account or among sub-accounts of the separate account may
be made at any time.

MAY TRANSFERS TAKE PLACE ONCE AN ANNUITY BEGINS?
Yes. However, transfers are limited. They may be made only with respect to any
variable annuity payments. See the Annuity Payment Options section of this
contract.
WITHDRAWAL AND SURRENDER
- --------------------------------------------------------------------------------

MAY YOU WITHDRAW FUNDS FROM THIS CONTRACT?
Yes. At any time before annuity payments begin, you may request a partial
withdrawal from the accumulation value. You must make a written request for any
withdrawals. The amount of any withdrawal must be for at least. In the event
of a cash withdrawal, the accumulation value will be reduced by the amount
requested and by the deferred sales charge, if any.

Unless instructed otherwise by you, withdrawals will be made from your interest
in the general account and each sub-account of the separate account in the same
proportion that the value of your interest in the general account and any
sub-account bears to your total accumulation value.

Systematic withdrawal plans of a fixed amount or over a fixed period are also
available.

MHC-92-9284 Minnesota Life 9

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HOW IS THE WITHDRAWAL VALUE DETERMINED?
The withdrawal value is determined by reference to the deferred sales charge
shown in this contract. The withdrawal value is the accumulation value minus
the deferred sales charge. However, if withdrawals during the first calendar
year are equal to or less than 10% of the initial purchase payment and, if in
subsequent calendar years they are equal to or less than 10% of the accumulation
value at the end of the previous calendar year, the charge will not apply. If
withdrawals in any calendar year exceed 10% of that accumulation value, the
deferred sales charge will apply to the excess.

MAY YOU SURRENDER THE CONTRACT?
Yes. At any time before annuity payments begin, you may surrender this contract
for its surrender value. The surrender value will be determined as of the
valuation date coincident with or next following the date your written request
is received at our home office.

HOW IS THE SURRENDER VALUE DETERMINED?
The surrender value of the separate account portion of this contract shall be
the withdrawal value.

The surrender value of the general account portion of this contract shall be
the greater of:

(a) its withdrawal value; or

(b) your total general account purchase payments, less any applicable
state annuity premium taxes and less any amounts previously withdrawn
or transferred to the separate account.

HOW WILL WITHDRAWAL OR SURRENDER BENEFITS BE PAID?
We will pay these benefits in a single sum. However, if this contract is
surrendered you may elect one of the annuity payment options. This election is
subject to the provisions of this contract.

ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

WHEN DO ANNUITY PAYMENTS BEGIN?
You must notify us in writing: that annuity payments are to be made to the
annuitant; when these payments are to begin; the form of the annuity; and what
annuity payment option has been selected. We must receive this notice at least
30 days before annuity payments are to begin. This contract permits annuity
payments to begin no later than age 85 or five years after the date of issue of
this contract, whichever is later. However, the beginning date for annuity
payments must be consistent with any restrictions applicable to the plan under
which this contract may have been purchase.

WHAT VALUE IS AVAILABLE TO BE APPLIED TO PROVIDE ANNUITY PAYMENTS?
On the date annuity payments are to begin, we will apply the accumulation value.

WHAT TYPES OF ANNUITIES ARE AVAILABLE?
Both fixed and variable annuities are available under this contract.

ARE THERE RESTRICTIONS ON ANNUITY PAYMENTS?
Yes. We require that the first monthly fixed or variable annuity payment must
be at least. It may be less if a payment of a smaller minimum amount is
required by law. If the first monthly fixed or variable annuity payment would
be less than that amount, we reserve the right to pay you the surrender value in
a lump sum. This payment would be in lieu of all other rights under this
contract.

MAY WE REQUIRE INFORMATION BEFORE MAKING ANNUITY PAYMENTS?
Yes. We reserve the right to require proof satisfactory to us of the age of the
annuitant and of any joint annuitant before payments begin.

MHC-92-9284 Minnesota Life 10

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We may also require proof that a person is alive before making any annuity
payment which is based on the survival of that person.

IF YOU MAKE NO ELECTION, WHEN DO ANNUITY PAYMENTS BEGIN?
If you do not elect another date, annuity payments will begin on the later of:
the first day of the month immediately following the 85th birthday of the
annuitant; or, five years after the date of issue of this contract.

IF YOU FAIL TO ELECT AN ANNUITY OPTION, IS THERE AN OPTION UNDER WHICH ANNUITY
PAYMENTS WILL BE MADE?
Yes. If you do not elect an annuity payment option, we will make monthly
payments on the basis of Option 2A, a life annuity with a period certain of 120
months.

IF YOU FAIL TO ELECT AN ANNUITY FORM, IS THERE A FORM UNDER WHICH ANNUITY
PAYMENTS WILL BE MADE?
If you do not elect an annuity payment form, we will make annuity payments in
the form of a variable annuity using the Money Market Account.

MUST AN ANNUITY PAYMENT OPTION BE ELECTED?
No. You may elect a lump sum payment instead. If you do so, you and the
annuitant shall have no further rights under this contract.

ANNUITY PAYMENT OPTIONS
- --------------------------------------------------------------------------------

WHAT ANNUITY PAYMENT OPTIONS ARE AVAILABLE?
The following annuity payment options are available:

Option 1 Life Annuity. Annuity payments payable monthly for the lifetime of the
annuitant, ending with the last payment due prior to the annuitant's death.

Option 2 Life Annuity with a Period Certain. Annuity payments payable monthly
for the lifetime of the annuitant; provided, if the annuitant dies before
payments have been made for the entire period certain, those remaining certain
payments will be made to the beneficiary.

The period certain may be for 120 months (Option 2A: for 180 months Option 2B;
or for 240 months Option 2C.

Option 3 Joint and Last Survivor Annuity. Annuity payments payable monthly for
the joint lifetimes of the annuitant and a designated joint annuitant. The
payments end with the last payment due before the survivor's death. If this
option is elected, the contract and payments shall be the joint property of the
annuitant and the designated joint annuitant.

Option 4 Fixed Period Annuity. Annuity payments payable monthly for a fixed
period of from five to twenty years. If the annuitant dies before all payments
for the fixed period are received, payments will continue for the remainder of
the fixed period to the beneficiary.

ARE OTHER ANNUITY PAYMENT OPTIONS AVAILABLE?
Yes. Other options may be available. They will be as agreed upon between you
and us.

MAY THE BENEFICIARY RECEIVE A LUMP SUM PAYMENT INSTEAD OF THE REMAINING ANNUITY
PAYMENTS?
Yes. The beneficiary may elect to have the present value of the remaining
payments paid in a lump sum. This right exists under Options 2 and.

MHC-92-9284 Minnesota Life 11

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The lump sum payment will be the commuted value of the remaining payments. It
will be based on the then current dollar amount of one payment. We will use the
same interest rate which served as a basis for the annuity.

HOW IS THE AMOUNT OF A VARIABLE ANNUITY PAYMENT DETERMINED?
The dollar amount of the first monthly variable annuity payment is determined by
applying the available value (after deduction of any premium taxes not
previously deducted) to a rate per $1,000 which is based on the Progressive
Annuity Table with interest at the rate of 4.5% per annum, assuming births in
the year 1900 and with an age setback of six years. The amount of the first
payment depends upon the annuity payment option selected and the adjusted age of
the annuitant and any joint annuitant. A number of annuity units is then
determined by dividing this dollar amount by the then current annuity unit
value. Thereafter, the number of annuity units remains unchanged during the
period of annuity payments. This determination is made separately for each
sub-account of the separate account. The number of annuity units is based upon
the available value in each sub-account as of the date annuity payments are to
begin.

The value of an annuity unit for a sub-account is determined each month as of
the first day of the month. The value is equal to the annuity unit value for
that sub-account as of the first day of the preceding month multiplied by the
product of: and a sub-account investment factor. This investment factor is the
accumulation unit value for that sub-account on the valuation date next
following the fourteenth day of the preceding month divided by the accumulation
unit value for that sub-account on the valuation date next following the
fourteenth day of the second preceding month. For any date other than the first
of a month, the annuity unit value is that on the first day of the next month.

The dollar amount determined for each sub-account will be aggregated for
purposes of making payment.

HOW IS THE AMOUNT OF A FIXED ANNUITY PAYMENT DETERMINED?
The tables shown are used to determine the amount of guaranteed fixed monthly
annuity payments. They show the dollar amount of each payment that can be
provided with each $1,000 of available value, after the deduction of a one-time
contract fee of $200 and any applicable premium taxes not previously deducted.
Amounts shown here are based on the Progressive Annuity Table with interest at
the rate of 3% per annum, assuming births in the year 1900, and with an age
setback of six years. The amount of each payment depends upon the adjusted age
of the annuitant and any joint annuitant. The adjusted age is determined from
the actual age nearest birthday at the time the first payment is due in the
following manner:

CALENDAR YEAR ADJUSTED AGE
OF BIRTH IS EQUAL TO---
--------------- ------------------
Prior to 1900 Actual Age Plus 1
1900-1919 Actual Age
1920-1939 Age Minus 1
1940-1959 Age Minus 2
1960-1979 Age Minus 3
1980 and Later Actual Age Minus 4

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GUARANTEED MINIMUM DOLLAR AMOUNT OF FIXED MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 OF VALUE APPLIED

ADJUSTED AGE
OF ANNUITANT SINGLE LIFE ANNUITIES
- ------------ -----------------------------------------------------
OPTION 1 OPTION 2A OPTION 2B OPTION 2C
-------- --------- --------- ---------

50 3.99 $3.97 $3.94 $3.89
51 4.05 4.03 4.00 3.95
52 4.13 4.10 4.06 4.00
53 4.20 4.17 4.13 4.06
54 4.28 4.25 4.20 4.12
55 4.37 4.33 4.27 4.18
56 4.46 4.41 4.35 4.25
57 4.55 4.50 4.42 4.31
58 4.65 4.59 4.51 4.38
59 4.76 4.69 4.59 4.44
60 4.87 4.79 4.68 4.51
61 4.99 4.90 4.77 4.58
62 5.12 5.01 4.86 4.65
63 5.26 5.13 4.96 4.72
64 5.40 5.25 5.06 4.79
65 5.56 5.39 5.16 4.85
66 5.72 5.52 5.27 4.92
67 5.90 5.67 5.37 4.99
68 6.09 5.82 5.48 5.05
69 6.29 5.97 5.59 5.11
70 6.51 6.13 5.69 5.16
71 6.74 6.30 5.80 5.21
72 6.99 6.48 5.90 5.26
73 7.26 6.66 6.01 5.31
74 7.54 6.84 6.11 5.34
75 7.86 7.03 6.20 5.38

OPTION 3-JOINT AND LAST SURVIVOR LIFE ANNUITY

ADJUSTED AGE OF
JOINT ANNUITANT* ADJUSTED AGE OF ANNUITANT*
- ---------------- ----------------------------------------------------
55 60 62 65 67 70 75
-- -- -- -- -- -- --

54 $3.80 $3.93 $3.98 $4.04 $4.08 $4.13 $4.19
59 3.95 4.14 4.21 4.32 4.38 4.46 4.57
61 4.00 4.22 4.31 4.43 4.50 4.61 4.75
64 4.07 4.34 4.44 4.60 4.70 4.83 5.03
66 4.12 4.41 4.53 4.71 4.82 4.99 5.23
69 4.17 4.50 4.65 4.86 5.01 5.23 5.56
74 4.25 4.64 4.81 5.09 5.29 5.60 6.11

* Dollar amounts of the monthly payments for ages not shown in this table will
be calculated on the same basis as those shown and may be obtained from us.

MHC-92-9284 Minnesota Life 13

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OPTION 4--FIXED PERIOD ANNUITY

FIXED PERIOD DOLLAR AMOUNT FIXED PERIOD DOLLAR AMOUNT
(YEARS) OF PAYMENT (YEARS) OF PAYMENT
---------------------------------------------------- -------------

5 $17.91 13 $7.71
6 15.14 14 7.26
7 13.16 15 6.87
8 11.68 16 6.53
9 10.53 17 6.23
10 9.61 18 5.96
11 8.86 19 5.73
12 8.24 20 5.51

WILL THESE TABLES ALWAYS BE USED FOR ANNUITY PURCHASES?
Not necessarily. If, when annuity payments are elected, we are using tables of
annuity purchase rates for this class of contract which would result in larger
annuity payments, we will use those tables instead.

ONCE ANNUITY PAYMENTS BEGIN, MAY A FIXED ANNUITY OPTION BE CHANGED?
No.

ONCE ANNUITY PAYMENTS BEGIN, MAY A VARIABLE ANNUITY OPTION BE CHANGED?
No.

MAY AMOUNTS BE TRANSFERRED DURING THE ANNUITY PERIOD?
Yes. Amounts held as annuity reserves may be transferred among the variable
annuity sub-accounts during the annuity period. Annuity reserves may also be
transferred from a variable annuity to a fixed annuity during this time.

HOW DOES AN ANNUITANT CHANGE SUB-ACCOUNT ELECTIONS OR TRANSFER AMOUNTS TO A
FIXED ANNUITY?
The change must be made by written request. The annuitant and joint annuitant,
if any, must make such an election.

HOW WILL A TRANSFER OF VARIABLE ANNUITY SUB-ACCOUNTS BE MADE?
A transfer will be made on the basis of annuity unit values. The number of
annuity units from the sub-account being transferred will be converted to a
number of annuity units in the new sub-account. The annuity payment option will
stay the same.

When you tell us to make such a transfer it will be effective for future annuity
payments. Your transfer will be effective and funds will be actually
transferred in the middle of the month prior to the next annuity payment
affected by your request. We will use the same valuation procedures that we
describe to determine an initial variable annuity payment.

After this conversion, a number of annuity units in the new sub-account will be
payable under the elected option. The first payment after conversion will be of
the same amount as it would have been without the transfer. The number of
annuity units will be set at that number of units which are needed to pay that
same amount on the transfer date.

ARE THERE ANY RESTRICTIONS ON ANNUITY SUB-ACCOUNT TRANSFERS?
Yes. The transfer of annuity reserve amount from any sub-account must be at
least equal to: or the entire amount of the reserve remaining in that
sub-account.

In addition, annuity payments must have been in effect for a period of 12 months
before a change may be made. Such transfers can be made only once

MHC-92-9284 Minnesota Life 14

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every 12 months. Your written request for an annuity transfer must be received
by us more than 30 days in advance of the due date of the annuity payment
subject to the transfer.

MAY AMOUNTS HELD AS RESERVES TO PAY A VARIABLE ANNUITY BE TRANSFERRED TO A FIXED
ANNUITY?
Yes. However, the restrictions which apply to annuity sub-account transfers
will apply here as well.

When you tell us to make such a transfer it will be effective for future annuity
payments. Your transfer will be effective and funds will be actually
transferred in the middle of the month prior to the next annuity payment. We
will use the same fixed annuity pricing at the time of transfer that we describe
to determine an initial fixed annuity payment.

The amount transferred will then be applied to provide a fixed annuity amount.
This amount will be based upon the adjusted age of the annuitant and any joint
annuitant at the time of the transfer. The payment option will remain the same.

MAY AMOUNTS PAID AS A FIXED ANNUITY BE TRANSFERRED TO A VARIABLE ANNUITY?
No.

AMOUNT PAYABLE AT DEATH
- --------------------------------------------------------------------------------

WHAT AMOUNT IS PAYABLE AT DEATH?
If you die before annuity payments have started, the death benefit shall be
equal to the greater of: (1) the amount of the accumulation value payable at
death; or (2) the amount of purchase payments paid to us as consideration for
this contract, less all contract withdrawals.

The accumulation value payable as a death benefit shall always be at least equal
to the surrender value of the contract. The accumulation value will be
determined as of the valuation date coincident with or next following the day we
receive due proof of death at our home office.

If the owner of this contract is other than a natural person, such as a trust or
other similar entity, we will pay a death benefit of the accumulation value to
the named beneficiary on the death of the annuitant, if it occurs prior to the
date that annuity payments have started.

If the annuitant dies after annuity payments have started, we will pay whatever
amount may be called for by the terms of the annuity payment option selected.
The remaining interest in the contract must be distributed at least as rapidly
as under the option in effect as of the annuitant's death.

TO WHOM WILL WE PAY THOSE BENEFITS?
When we receive due proof of death satisfactory to us, we will pay the amount
payable at death under this contract to the beneficiary or beneficiaries. The
beneficiary will be the person or persons named in the application for this
contract unless you subsequently change the beneficiary. In that event, we will
pay the amount payable at death to the beneficiary named in your last change of
beneficiary request as provided in this contract.

HOW WILL THE AMOUNT PAYABLE AT DEATH BE PAID?
We will pay that amount in a single sum unless another form of settlement has
been requested and agreed to by us. All payments by us are payable at our home
office. Proof of any claim under this contract must be submitted in writing to
us at our home office.

MHC-92-9284 Minnesota Life 15

<PAGE>

WHEN MUST DEATH BENEFITS BE PAID?
If you die on or before the date on which annuity payments begin and if the
designated beneficiary is a person other than your spouse, that beneficiary may
elect an annuity option measured by a period not longer than that beneficiary's
life expectancy. Annuity payments must begin not later than one year after your
death. If there is no designated beneficiary, then the entire interest in this
contract must be distributed within five years after your death. If the
annuitant dies after annuity payments have begun, any payments received by a
non-spouse beneficiary must be distributed at least as rapidly as under the
method elected by the annuitant as of the date of death.

If any portion of the contract interest is payable to your designated
beneficiary who is your surviving spouse, that spouse shall be treated as the
contract owner for purposes of: when payments must begin; and the time of
distribution in the event of your spouse's death.

WHAT HAPPENS IF ONE OR ALL OF THE BENEFICIARIES DIE?
Before annuity payments have begun, if a beneficiary dies, that beneficiary's
interest in this contract ends with that beneficiary's death. Only those
beneficiaries who survive will be eligible to share in a death benefit. If no
beneficiary survives you prior to the date an annuity begins we will pay the
accumulation value of this contract to the executors or administrators of your
estate.

After annuity payments have begun, if there is no beneficiary after the death of
the annuitant, any remaining value under the annuity option will be paid to the
annuitant's estate.

CAN YOU CHANGE THE BENEFICIARY?
Yes. You can file a written request with us to change the beneficiary. Your
written request will not be effective until it is recorded in our home office
records. After it has been recorded, it will take effect as of the date you
signed the request. However, if the annuitant dies before the request has been
recorded, the request will not be effective as to those death proceeds we have
paid before the request was recorded in our home office records.

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

CAN YOU ASSIGN THIS CONTRACT?
Unless this contract provides otherwise, you may assign all rights to this
contract during the lifetime of the annuitant. We will not be bound by any
assignment until we have recorded written notice of it at our home office. We
are not responsible for the validity of any assignment. An assignment will not
apply to any payment or action made by us before it was recorded. Any proceeds
payable to an assignee will be paid in a single sum. Any claim made by an
assignee will be subject to proof of the assignee's interest and the extent of
the assignment.

If this contract is issued pursuant to a retirement plan which receives
favorable tax treatment under the provisions of Section 401, 403, 404, 408 or
457 of the Internal Revenue Code, then, it may not be assigned, pledged or
otherwise transferred except under such conditions as may be allowed under
applicable law.

ARE THE CONTRACT BENEFITS PROTECTED?
Yes. To the extent permitted by law, no benefit provided by this contract will
be subject to any creditor's claim or process of law.

HOW WILL BENEFITS BE DETERMINED?
Any paid-up benefit, withdrawal benefit, surrender benefit, or any other benefit
described by this contract shall be calculated as of the date the provisions of
the contract are exercised. Interest credited on purchase

MHC-92-9284 Minnesota Life 16

<PAGE>

payments made to the contract shall be calculated on contract amounts from the
date they are credited to the contract to the date the withdrawal value or
surrender value is determined.

WILL THERE BE AN ADJUSTMENT IF A PERSON'S AGE IS MISSTATED?
Yes. If a person's age has been misstated, the amount payable under this
contract as an annuity will be that amount which would have been paid based upon
that person's correct age. In the case of an overpayment, we may either deduct
the required amount from that person's payments under this contract; or, we may
require you to pay us in cash; or we may do both until we are fully repaid. In
the case of an underpayment, we will pay the required amount with the next
payment.

MUST YOU PROVIDE ADDITIONAL INFORMATION?
Yes. You must provide any other information we need to administer this
contract. If you cannot do so, we may ask the person concerned for that
information. We shall not be liable for any payment based upon information
given to us in error or not given to us.

DO CONTRACT VALUES COMPLY WITH STATE REQUIREMENTS?
Yes. Amounts payable at death, withdrawal and surrender benefits, accumulation
values, and the paid-up annuity benefit described by this contract are not less
than the minimum benefits required by any statute of the state in which this
contract is delivered.

WHAT ANNUITY RESERVES WILL WE HOLD UNDER THIS CONTRACT?
Reserves held by us for annuity payments under this contract shall not be less
than those reserves required by the law in the state in which this contract is
delivered.

MAY THIS CONTRACT BE MODIFIED?
Yes. This contract may be modified at any time by written agreement between you
and us. However, no such modification will adversely affect the rights of an
annuitant under this contract unless the modification is made to comply with a
law or government regulation. Such modification will be in writing. You will
have the right to accept or reject such a modification.

DO WE OWN THE GENERAL ACCOUNT AND THE SEPARATE ACCOUNT?
Yes. We have exclusive and absolute ownership of the assets of both the general
account and the separate account.

WHEN WILL LUMP SUM PAYMENTS BE MADE?
Usually, we will make payment within seven days after payment is called for by
the terms of the contract. However, in the case of payments from the general
account, we reserve the right to defer payment of withdrawal or surrender
benefits for up to six months. And in the case of payments from the separate
account, we reserve the right to defer payment for any period during which the
New York Stock Exchange is closed for trading (except for normal holiday
closing) or when the Securities and Exchange Commission has determined that a
state of emergency exists which may make such determination and payment
impractical.

DO YOU HAVE ADDITIONAL VOTING RIGHTS?
Yes. If you have separate account accumulation or annuity units under this
contract you may direct us with respect to the voting rights of fund shares held
by us and attributable to this contract.

MHC-92-9284 Minnesota Life 17

<PAGE>

READ YOUR CONTRACT CAREFULLY
THIS IS A LEGAL CONTRACT

We promise to pay, subject to the provisions of this contract, the benefits
described by this contract.

We make this promise and issue this contract in consideration of the application
for this contract and the payment of the purchase payments.

The owner and the beneficiary are as named in the application unless they are
changed as provided for in this contract.

Minnesota Life Insurance Company is a subsidiary of Minnesota Mutual
Companies, Inc., a mutual insurance holding company. The owner is a member
of Minnesota Mutual Companies, Inc., which holds its annual meetings on the
first Tuesday in March of each year at 3 p.m. local time. The meetings are
held at 400 Robert Street North, St. Paul, Minnesota 55101-2098.

Signed for Minnesota Life Insurance Company at St. Paul, Minnesota,
on the contract date.

/s/
President

/s/
Secretary

Registrar

NOTICE OF YOUR RIGHT TO EXAMINE THIS CONTRACT FOR 10 DAYS.

IT IS IMPORTANT TO US THAT YOU ARE SATISFIED WITH THIS CONTRACT. IF YOU ARE
NOT SATISFIED, YOU MAY RETURN THE CONTRACT TO US OR TO YOUR AGENT WITHIN 10
DAYS OF ITS RECEIPT. IF YOU EXERCISE THIS RIGHT, YOU WILL RECEIVE THE
GREATER OF (a) THE ACCUMULATION VALUE OF THIS CONTRACT OR (b) THE AMOUNT OF
PURCHASE PAYMENTS PAID UNDER THIS CONTRACT. WE WILL PAY THIS REFUND WITHIN 7
DAYS AFTER WE RECEIVE YOUR NOTICE OF CANCELLATION.

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO FIXED DOLLAR AMOUNT

- --------------------------------------------------------------------------------

[LOGO]

MINNESOTA LIFE INSURANCE COMPANY

400 Robert Street North
St. Paul, MN 55101-2098

FLEXIBLE PAYMENT DEFERRED
VARIABLE ANNUITY CONTRACT

FIXED OR VARIABLE ANNUITY BENEFITS

A NONPARTICIPATING CONTRACT

MHC-92-9283

<PAGE>

CONTRACT INDEX

Alphabetical Index to the Provisions of Your Contract

Page
----
Additional Information 10

Allocation of Purchase Payments 3

Amount Payable at Death 10

Annuity Payment Options 7

Annuity Provisions 6

Assignment 10

Beneficiary 10

Contract Charges 4

Definitions 2

General Information 3

Misstatement 11

Purchase Payments 3

Transfer Provisions 5

Valuation 5

Withdrawal and Surrender 6

<PAGE>

Your Contract Information

Annuitant: John C. Doe
-----------

Date of Birth: October 1, 1963
---------------

Owner: John C. Doe
-----------

Jurisdiction: Your State
----------

Contract Number: 1-234-567
---------

Contract Date: October 1, 1998
---------------

Annuity Commencement Date: November 1, 2063
----------------

Anticipated Annual Purchase Payment: $1,000.00
---------

* * * * * * * * * * * * * * * * * *
* *
* FLEXIBLE PAYMENT DEFERRED *
* VARIABLE ANNUITY CONTRACT *
* *
* FIXED OR VARIABLE ANNUITY *
* BENEFITS *
* *
* A NONPARTICIPATING CONTRACT *
* *
* * * * * * * * * * * * * * * * * *

MHC-92-9283 Minnesota Life 1

<PAGE>

DEFINITIONS

When we use the following words, this is what we mean:

The Annuitant

The person named on page 1 who may receive lifetime benefits under this
contract. Joint annuitants will be considered a single entity.

You, Your

The owner of this contract. The owner may be the annuitant or someone else.
The owner shall be that person named as owner in the application. The owner may
be changed. Joint owners will be considered a single entity.

Joint Owner

The person designated to share equally in all rights and privileges of this
contract. Only your spouse may be named as joint owner. Both signatures will
be required to exercise your rights under this contract.

Beneficiary

The person, persons or entity designated to receive death benefits payable under
the contract.

We, Our, Us

Minnesota Life Insurance Company.

Contract Date

The effective date of this contract. It is also the date from which we
determine contract anniversaries and contract years.

Contract Anniversary

The same day and month as the contract date for each succeeding year of this
contract.

Contract Year

A period of one year beginning with the contract date or a contract anniversary.

Fund

The mutual fund or separate investment portfolio within a series mutual fund
which is designated as an eligible investment for the separate account.

Valuation Date

Any date on which a fund is valued.

Valuation Period

The period between successive valuation dates measured from the time of one
determination to the next.

MHC-92-9283

<PAGE>

Accumulation Value

The sum of your values under this contract in the general account and/or the
separate account. In the general account, this is the general account
accumulation value. In the separate account, this is the separate account
accumulation value. The separate account portion is composed of your interest
in one or more sub-accounts of the separate account. Your interest in the sub-
accounts shall be valued separately. The total of those values will be the
separate account accumulation value.

Surrender Value

The surrender value of the separate account portion of this contract shall be
its withdrawal value.

The surrender value of the general account portion of this contract shall be the
greater of:

(a) its withdrawal value; or

(b) your total general account purchase payments, less any applicable
state annuity premium taxes and less any amounts previously withdrawn
or transferred to the separate account.

Withdrawal Value

The value of this contract which is available for withdrawal. This value equals
the accumulation value, subject to the deferred sales charge during the first
ten contract years. However, if withdrawals during the first calendar year are
equal to or less than 10% of the purchase payments made during the first year
and, if in subsequent calendar years they are equal to or less than 10% of the
accumulation value at the end of the previous calendar year, the charge will not
apply. If withdrawals in any calendar year exceed that amount, the deferred
sales charge will apply to the excess.

General Account

All assets of Minnesota Life other than those in the Variable Annuity Account or
in other separate accounts established by us.

Separate Account

A separate investment account titled Variable Annuity Account. This separate
account was established by us for this class of contract under Minnesota law.
The separate account is composed of several sub-accounts. The assets of the
separate account are ours. Those assets are not subject to claims arising
out of any other business of ours.

1940 Act

The Investment Company Act of 1940, as amended, or any similar successor federal
legislation.

Written Request

A request in writing signed by you. In the case of joint owners, the signatures
of both owners will be required. In some cases, we may provide a form for your
use. We also may require that this contract be sent in with your written
request.

MHC-92-9283 Minnesota Life 2

<PAGE>

Purchase Payments

Amounts paid to us as consideration for the benefits provided by this contract.
Total purchase payments may not exceed $1,000,000 without our consent.

Annuity Payments

Payments made a regular intervals to the annuitant or any other payee. Annuity
payments will be due and payable only on the first day of a calendar month.

Fixed Annuity
Annuity payments of equal amounts during the payment period.

Variable Annuity

Annuity payments which increase or decrease in amount to reflect the investment
experience of the separate account and its sub-accounts.

Age

The age of a person at nearest birthday.

GENERAL INFORMATION

WHAT IS YOUR AGREEMENT WITH US?

This contract and the copy of the application attached to it contain the entire
contract between you and us. Any statements made in the application either by
you or the annuitant will, in the absence of fraud, be considered
representations and not warranties. Also, any statement made either by you or
the annuitant will not be used to avoid this contract or defend against a claim
under this contract unless the statement is contained in the application.

Any additional agreement attached to this contract will become a part of this
contract. It will be subject to all the terms and conditions of this contract
unless we state otherwise in the agreement.

HOW DO YOU EXERCISE YOUR RIGHTS UNDER THIS CONTRACT?

You can exercise all the rights under this contract. You can do this by making
a written request to us. You have these rights during the annuitant's lifetime
and before annuity payments begin. We will deal with you, unless this contract
provides otherwise, on the basis that you have full ownership and control of
this contract.

HOW WILL YOU KNOW THE VALUE OF YOUR CONTRACT?

Each year we will send you a report. This report will summarize the year's
transactions. It will show the current accumulation value and surrender value
of this contract. It will also show the current separate account accumulation
unit values. The report will be as of date within two months of its mailing.

<PAGE>

PURCHASE PAYMENTS

WHERE DO YOU MAKE PURCHASE PAYMENTS?

All purchase payments must be made at our home office. Our home office is at
400 Robert Street North, St. Paul, Minnesota 55101-2098.

When we receive a purchase payment from you at our home office, we will send you
a confirmation.

DO YOU CHOOSE WHEN TO MAKE PURCHASE PAYMENTS?

Yes. You may choose when to make purchase payments.

ARE THERE OTHER METHODS OF MAKING PURCHASE PAYMENTS?

Yes. It may be possible for your to arrange with your employer to make your
purchase payments by payroll deduction. Or, under some plans, your employer may
make purchase payments on your behalf. Also, your bank or other financial
institution may consent to have your purchase payments automatically withdrawn
from your account and paid directly to us.

WHAT DEDUCTIONS ARE MADE FROM PURCHASE PAYMENTS?

There are usually no deductions made from the purchase payments. However, we
do reserve the right to make a deduction from purchase payments for state
premium taxes, where applicable.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

They are allocated either to the general account or to the separate account and
its sub-accounts. The allocation is made as you direct. Initially, you
indicate your allocation in the application. Later, you may change your
allocation for future purchase payments by giving us written notice. We will
allocate purchase payments received without allocation instructions to the Money
Market Account.

ARE SEPARATE ACCOUNT OPTIONS AVAILABLE?

Yes. The separate account currently is composed of the following sub-accounts:

Growth Portfolio
Bond Portfolio
Money Market Portfolio
Asset Allocation Portfolio
Mortgage Securities Portfolio
Index 500 Portfolio
Capital Appreciation Portfolio
International Stock Portfolio
Maturing Government Bond 2002 Portfolio
Maturing Government Bond 2006 Portfolio
Maturing Government Bond 2010 Portfolio
Value Stock Portfolio
Small Company Value Portfolio
Global Bond Portfolio
Index 400 Mid-Cap Portfolio
Macro-Cap Value Portfolio
Micro-Cap Growth Portfolio
Real Estate Securiites Portfolio

WHAT ARE THE INVESTMENTS OF THE SEPARATE ACCOUNT?

The separate account is divided into sub-accounts. For each sub-account, there
is a fund for the investment of that sub-account's assets. Purchase payments
are invested in the funds at their net asset value. The net asset

MHC-92-9283 Minnesota Life 3

<PAGE>

value per share for each fund is determined by adding the current value of all
securities and all other assets held by such fund, subtracting liabilities, and
dividing the remainder by the number of shares outstanding.

IS THERE A MINIMUM AMOUNT WHICH MUST BE ALLOCATED TO THE GENERAL ACCOUNT OR
SEPARATE ACCOUNT?

No.

MAY WE MAKE CHANGES TO THE SEPARATE ACCOUNT?

Yes. We reserve the right to transfer assets of the separate account to another
separate account. The transfer will be of assets associated with this class of
contracts. We will make that determination. If this type of transfer is made,
the term "separate account", as used in this contract, shall then mean the
separate account to which the assets were transferred.

We reserve the right, when permitted by law, to:

(a) deregister the separate account under the Investment Company Act of
1940;

(b) restrict or eliminate any voting rights of contract owners or other
persons who have voting rights as to the separate account; and

WHEN ARE PURCHASE PAYMENTS CREDITED TO THE CONTRACT?

Purchase payments are credited to the contract on the valuation date coincident
with or next following the day they are received in our home office. If they
are received on a day which is not a valuation date, those amounts will be
credited on the next valuation date.

MAY YOU STOP MAKING PURCHASE PAYMENTS?

Yes. You may stop making purchase payments at any time. If you stop making
purchase payments, the contract remains in force as a paid-up annuity according
to its terms. Its value may be applied to provide annuity payments at a later
date. You may make purchase payments again at any time before annuity payments
start unless the contract has been surrendered.

MAY WE CANCEL THE CONTRACT?

Yes. We may, in our discretion, cancel a contract if no purchase payments are
made for a period of two or more full contract years and both (a) the total
purchase payments made, less any withdrawals and associated charges, and (b) the
accumulation value of the contract, are less than $2,000. If such a
cancellation takes place, we will pay the accumulation value to you.

We will notify you of our intention to exercise these rights in our annual
report. We will act 90 days after the contract anniversary unless an additional
purchase payment is received before the end of that 90 day period.

<PAGE>

CONTRACT CHARGES

ARE THERE CHARGES UNDER THIS CONTRACT?

Yes. There may be a deferred sales charge. Also, there are certain charges
which are made directly to the separate account.

WHAT IS THE DEFERRED SALES CHARGE?

The deferred sales charge is the charge made on contract withdrawals or
surrenders. It is made during the first ten contract years. The amount
withdrawn plus any deferred sales charge is deducted from the accumulation
value. In the separate account, accumulation units will be cancelled of a value
equal to the charge and the withdrawal.

WHAT IS THE AMOUNT OF THE DEFERRED SALES CHARGE?

The charge is indicated in the table shown below. These percentages decrease
uniformly by .075% for each of the first 120 months from the contract date. Any
amounts withdrawn from the contract may also be reduced by any applicable state
premium taxes not previously deducted.

End of
Contract Year Charge
------------- ------

(Contract Date) 9.0%
1 8.1
2 7.2
3 6.3
4 5.4
5 4.5
6 3.6
7 2.7
8 1.8
9 0.9
10 -0-

In no event will the amount of deferred sales charge exceed 9% of the total
purchase payments made under this contract.

ARE THERE CHARGES ASSOCIATED WITH THE SEPARATE ACCOUNT?

Yes. There are two charges associated with the separate account. They are the
expense risk charge and the mortality risk premium charge. Both of these
charges are deducted on each valuation date from the separate account. On an
annual basis, they may be as much as 1.40% of the net asset value of the
separate account.

WHAT IS THE MORTALITY RISK PREMIUM CHARGE?

This is a premium charge to compensate us for the mortality guarantees we make
under the contract. Actual mortality results incurred by us shall not adversely
affect any payments or values under this contract. On an annual basis, it
equals .80% of the net asset value of the separate account.

WHAT IS THE EXPENSE RISK CHARGE?

This is a charge to compensate us for guaranteeing that the deferred sales
charge will not increase. It also compensates us for the guarantee that the
deductions provided in this contract will be sufficient to cover our actual
expenses. Actual expense results incurred by us shall not adversely affect

MHC-92-9283 Minnesota Life 4

<PAGE>

any payments or values under this contract. On an annual basis it may be as
much as .60% of the net asset value of the separate account.

VALUATION

HOW IS YOUR ACCUMULATION VALUE DETERMINED?

It is determined separately for your accumulation value in the general account
and the separate account. The separate account value will include all sub-
accounts of the separate account.

For the general account, it is the sum of all purchase payments allocated to
the general account plus interest, and transfers into the general account,
less any transfers out of the general account, the deferred sales charge and
any previous withdrawals.

For each sub-account of the separate account, it is your accumulation units
multiplied by the accumulation unit value.

WHAT IS AN ACCUMULATION UNIT AND HOW IS ITS VALUE DETERMINED?

An accumulation unit is a measure of your interest in each sub-account of the
separate account. The number of accumulation units credited with respect to
each purchase payment is determined by dividing the portion of the purchase
payment allocated to each sub-account by the then current accumulation unit
value for that sub-account. This determination is made as of the valuation date
coincident with or next following the date on which we receive your purchase
payment at our home office. Once determined, the number of accumulation units
will not be affected by changes in the accumulation unit value. However, the
total number of accumulation units under this contract will be affected by
future contract transactions. In addition, the units of each sub-account will
be increased by subsequent purchase payments and transfers to that sub-accounts.
The units of each sub-account will be decreased by deductions for deferred sales
charge and for transfers or withdrawals from that sub-account.

The accumulation unit value will increase or decrease on each valuation date.
The amount of any increase or decrease will depend on the net investment
experience of the sub-account of the separate account. The value of an
accumulation unit for each sub-account was originally set at $1.00 on the first
valuation date. For any subsequent valuation date, its value is equal to its
value on the preceding valuation date multiplied by the net investment factor
for that sub-account for the valuation period ending on the subsequent valuation
date.

WHAT IS THE NET INVESTMENT FACTOR FOR EACH SUB-ACCOUNT?

The net investment factor for a valuation period is the gross investment rate
for such valuation period, less a deduction for the charges associated with the
separate account at a rate of no more than 1.40% per annum.

The gross investment rate is equal to:

(a) the net asset value per share of a fund share held in the sub-account
of the separate account determined at the end of the current valuation
period; plus

(b) the per-share amount of any dividend or capital gain distributions by
the fund if the "ex-dividend" date occurs during the current valuation
period; divided by

<PAGE>

(c) the net asset value per share of that fund share held in the sub-
account determined at the end of the preceding valuation period.

DOES THE CONTRACT CREDIT INTEREST ON THE GENERAL ACCOUNT?

Yes. This contract credits interest on the general account accumulation value
of this contract. Interest is credited at a rate of at least 3% per year,
compounded annually. We guarantee this rate for the life of this contract and
until an annuity begins.

MAY ADDITIONAL INTEREST BE CREDITED ON THE GENERAL ACCOUNT?

Yes. As conditions permit, we will credit additional amounts of interest to the
general account accumulation value.

TRANSFER PROVISIONS

WHAT IS A TRANSFER?

A transfer is a reallocation of funds under this contract. It may be between
the general account and the separate account or among the sub-accounts of the
separate account.

MAY YOU MAKE TRANSFERS OF AMOUNTS UNDER THE CONTRACT?

Yes. These transfers may be made by your written request. We will make the
transfer on the basis of accumulation unit values on the valuation date
coincident with or next following the day we receive the request at our home
office.

DOES A DOLLAR AMOUNT LIMIT APPLY TO TRANSFERS?

No.

DO ANY OTHER RESTRICTIONS APPLY?

Yes. We reserve the right to limit the amount and frequency of transfers from
the general account to the separate account. Transfers from the separate
account to the general account or among sub-accounts of the separate account may
be made at any time.

MAY TRANSFERS TAKE PLACE ONCE AN ANNUITY BEGINS?

Yes. However, transfers are limited. They may be made only with respect to
any variable annuity payments. See the Annuity Payment Options section of this
contract.

MHC-92-9283 Minnesota Life 5

<PAGE>

WITHDRAWAL AND SURRENDER

MAY YOU WITHDRAW FUNDS FROM THIS CONTRACT?

Yes. At any time before annuity payments begin, you may request a partial
withdrawal from the accumulation value. You must make a written request for any
withdrawal. The amount of any withdrawal must be for at least $250. In the
event of a cash withdrawal, the accumulation value will be reduced by the amount
requested and by the deferred sales charge, if any.

Unless instructed otherwise by you, withdrawals will be made from your interest
in the general account and each sub-account of the separate account in the same
proportion that the value of your interest in the general account and any sub-
account bears to your total accumulation value.

Systematic withdrawal plans of a fixed amount or over a fixed period are also
available.

HOW IS THE WITHDRAWAL VALUE DETERMINED?

The withdrawal value is determined by reference to the deferred sales charge
shown in this contract. The withdrawal value is the accumulation value minus
the deferred sales charge. However, if withdrawals during the first calendar
year are equal to or less than 10% of the purchase payments and, if in
subsequent calendar years they are equal to or less than 10% of the accumulation
value at the end of the previous calendar year, the charge will not apply. If
withdrawals in any calendar year exceed 10% of that accumulation value, the
deferred sales charge will apply to the excess.

MAY YOU SURRENDER THE CONTRACT?

Yes. At any time before annuity payments begin, you may surrender this contract
for its surrender value. The surrender value will be determined as of the
valuation date coincident with or next following the date your written request
is received at our home office.

HOW IS THE SURRENDER VALUE DETERMINED?

The surrender value of the separate account portion of this contract shall be
the withdrawal value. The surrender value of the general account portion of
this contract shall be the greater of:

(a) its withdrawal value; or

(b) your total general account purchase payments, less any applicable
state annuity premium taxes and less any amounts previously withdrawn
or transferred to the separate account.

HOW WILL WITHDRAWAL OR SURRENDER BENEFITS BE PAID?

We will pay these benefits in a single sum. However, if this contract is
surrendered you may elect one of the annuity payment options. This election is
subject to the provisions of this contract.

ANNUITY PROVISIONS

WHEN DO ANNUITY PAYMENTS BEGIN?

You must notify us in writing: (a) that annuity payments are to be made to the
annuitant; (b) when these payments are to begin; (c) the form of the annuity;
and (d) what annuity payment option has been selected. We must receive this
notice at least 30 days before annuity payments are to begin. This contract

<PAGE>

permits annuity payments to begin no later than age 85 or five years after the
date of issue of this contract, whichever is later. However, the beginning
date for annuity payments must be consistent with any restrictions applicable to
the plan under which this contract may have been purchased.

WHAT VALUE IS AVAILABLE TO BE APPLIED TO PROVIDE ANNUITY PAYMENTS?

On the date annuity payments are to begin, we will apply the accumulation value.

WHAT TYPES OF ANNUITIES ARE AVAILABLE?

Both fixed and variable annuities are available under this contract.

ARE THERE RESTRICTIONS ON ANNUITY PAYMENTS?

Yes. We require that the first monthly fixed or variable annuity payment must
be at least $20. It may be less if a payment of a smaller minimum amount is
required by law. If the first monthly fixed or variable annuity payment would
be less than that amount, we reserve the right to pay you the surrender value in
a lump sum. This payment would be in lieu of all other rights under this
contract.

MAY WE REQUIRE INFORMATION BEFORE MAKING ANNUITY PAYMENTS?

Yes. We reserve the right to require proof satisfactory to us of the age of the
annuitant and of any joint annuitant before payments begin.

We may also require proof that a person is alive before making any annuity
payment which is based on the survival of that person.

IF YOU MAKE NO ELECTION, WHEN DO ANNUITY PAYMENTS BEGIN?

If you do not elect another date, annuity payments will begin on the later of:
the first day of the month immediately following the 85th birthday of the
annuitant; or, five years after the date of issue of this contract.

IF YOU FAIL TO ELECT AN ANNUITY OPTION, IS THERE AN OPTION UNDER WHICH ANNUITY
PAYMENTS WILL BE MADE?

Yes. If you do not elect an annuity payment option, we will make monthly
payments on the basis of Option 2A, a life annuity with a period certain of 120
months.

IF YOU FAIL TO ELECT AN ANNUITY FORM, IS THERE A FORM UNDER WHICH ANNUITY
PAYMENTS WILL BE MADE?

Yes. If you do not elect an annuity payment form, we will make annuity payments
in the form of a variable annuity using the Money Market Account.

MUST AN ANNUITY PAYMENT OPTION BE ELECTED?

No. You may elect a lump sum payment instead. If you do so, you and the
annuitant shall have no further rights under this contract.

ANNUITY PAYMENT OPTIONS

WHAT ANNUITY PAYMENT OPTIONS ARE AVAILABLE?

The following annuity payment options are available:

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Option 1 -- Life Annuity -- annuity payments payable monthly for the lifetime of
the annuitant, ending with the last payment due prior to the annuitant's death.

Option 2 -- Life Annuity with a Period Certain -- annuity payments payable
monthly for the lifetime of the annuitant; provided, if the annuitant dies
before payments have been made for the entire period certain, those remaining
certain payments will be made to the beneficiary.

The period certain may be for 120 months (Option 2A); for 180 months (Option
2B); or for 240 months (Option 2C).

Option 3 -- Joint and Last Survivor Annuity -- annuity payments payable monthly
for the joint lifetimes of the annuitant and a designated joint annuitant. The
payments end with the last payment due before the survivor's death. If this
option is elected, the contract and payments shall be the joint property of the
annuitant and the designated joint annuitant.

Option 4 -- Fixed Period Annuity -- annuity payments payable monthly for a fixed
period of from five to twenty years. If the annuitant dies before all payments
for the fixed period are received, payments will continue for the remainder of
the fixed period to the beneficiary.

ARE OTHER ANNUITY PAYMENT OPTIONS AVAILABLE?

Yes. Other options may be available. They will be as agreed upon between you
and us.

MAY THE BENEFICIARY RECEIVE A LUMP SUM PAYMENT INSTEAD OF THE REMAINING ANNUITY
PAYMENTS?

Yes. The beneficiary may elect to have the present value of the remaining
payments paid in a lump sum. This right exists under Options 2 and 4.

HOW IS THE AMOUNT OF A VARIABLE ANNUITY PAYMENT DETERMINED?

The dollar amount of the first monthly variable annuity payment is determined by
applying the available value (after deduction of any premium taxes not
previously deducted) to a rate per $1,000 which is based on the Progressive
Annuity Table with interest at the rate of 4.5% per annum, assuming births in
the year 1900 and with an age setback of six years. The amount of the first
payment depends upon the annuity payment option selected and the adjusted age of
the annuitant and any joint annuitant. The adjusted ages shall be the same as
the table illustrated in the answer showing the determination of a fixed annuity
amount. A number of annuity units is then determined by dividing this dollar
amount by the then current annuity unit value. Thereafter, the number of
annuity units remains unchanged during the period of annuity payments. This
determination is made separately for each sub-account of the separate account.
The number of annuity units is based upon the available value in each sub-
account as of the date annuity payments are to begin.

The value of an annuity unit for a sub-account is determined each month as of
the first day of the month. The value is equal to the annuity unit value for

<PAGE>

that sub-account as of the first day of the preceding month multiplied by the
product of: (a) .996338; and (b) a sub-account investment factor. This
investment factor is the accumulation unit value for that sub-account on the
valuation date next following the fourteenth day of the preceding month divided
by the accumulation unit value for that sub-account on the valuation date next
following the fourteenth day of the second preceding month. For any date other
than the first of a month, the annuity unit value is that on the first day of
the next month.

The dollar amount determined for each sub-account will be aggregated for
purposes of making payment.

HOW IS THE AMOUNT OF A FIXED ANNUITY PAYMENT DETERMINED?

The tables shown are used to determine the amount of guaranteed fixed monthly
annuity payments. They show the dollar amount of each payment that can be
provided with each $1,000 of available value, after the deduction of a one-time
contract fee of $200 and any applicable premium taxes not previously deducted.
Amounts shown here are based on the Progressive Annuity Table with interest at
the rate of 3% per annum, assuming births in the year 1900, and with an age
setback of six years. The amount of each payment depends upon the adjusted age
of the annuitant and any joint annuitant. The adjusted age is determined from
the actual age nearest birthday at the time the first payment is due in the
following manner:

Calendar Year Adjusted Age is
of Birth is Equal to--
-------- -------------

Prior to 1900 Actual Age Plus 1
1900 - 1919 Actual Age
1920 - 1939 Actual Age Minus 1
1940 - 1959 Actual Age Minus 2
1960 - 1979 Actual Age Minus 3
1980 and Later Actual Age Minus 4

GUARANTEED MINIMUM DOLLAR AMOUNT OF FIXED MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 OF VALUE APPLIED

Adjusted Age
of Annuitant Single Life Annuities
- ------------ ---------------------------------------------

Option 1 Option 2A Option 2B Option 2C
-------- --------- --------- ---------
50 $3.99 $3.97 $3.94 $3.89
51 4.05 4.03 4.00 3.95
52 4.13 4.10 4.06 4.00
53 4.20 4.17 4.13 4.06
54 4.28 4.25 4.20 4.12

55 4.37 4.33 4.27 4.18
56 4.46 4.41 4.35 4.25
57 4.55 4.50 4.42 4.31
58 4.65 4.59 4.51 4.38
59 4.76 4.69 4.59 4.44

60 4.87 4.79 4.68 4.51
61 4.99 4.90 4.77 4.58
62 5.12 5.01 4.86 4.65
63 5.26 5.13 4.96 4.72
64 5.40 5.25 5.06 4.79

65 5.56 5.39 5.16 4.85

MHC-92-9283 Minnesota Life 7

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66 5.72 5.52 5.27 4.92
67 5.90 5.67 5.37 4.99
68 6.09 5.82 5.48 5.05
69 6.29 5.97 5.59 5.11

70 6.51 6.13 5.69 5.16
71 6.74 6.30 5.80 5.21
72 6.99 6.48 5.90 5.26
73 7.26 6.66 6.01 5.31
74 7.54 6.84 6.11 5.34
75 7.86 7.03 6.20 5.38

Option 3 -- Joint and Last Survivor Life Annuity

Adjusted Age of
Joint Annuitant* Adjusted Age of Annuitant*
- ---------------- -----------------------------------------------------------
55 60 62 65 67 70 75
-- -- -- -- -- -- --
54 $3.80 $3.93 $3.98 $4.04 $4.08 $4.13 $4.19
59 3.95 4.14 4.21 4.32 4.38 4.46 4.57
61 4.00 4.22 4.31 4.43 4.50 4.61 4.75
64 4.07 4.34 4.44 4.60 4.70 4.83 5.03
66 4.12 4.41 4.53 4.71 4.82 4.99 5.23
69 4.17 4.50 4.65 4.86 5.01 5.23 5.56
74 4.25 4.64 4.81 5.09 5.29 5.60 6.11

*Dollar amounts of the monthly payments for ages not shown in this table will
be calculated on the same basis as those shown and may be obtained from us upon
request.

Options 4 -- Fixed Period Annuity

Fixed Period Dollar Amount Fixed Period Dollar Amount
Years of Payment (Years) of Payment
----- ---------- ------- ----------
5 $17.91 13 $7.71
6 15.14 14 7.26
7 13.16 15 6.87
8 11.68 16 6.53
9 10.53 17 6.23
10 9.61 18 5.96
11 8.86 19 5.73
12 8.24 20 5.51

WILL THESE TABLES ALWAYS BE USED FOR ANNUITY PURCHASES?

Not necessarily. If, when annuity payments are elected, we are using tables of
annuity purchase rates for this class of contract which would result in larger
annuity payments, we will use those tables instead.

ONCE ANNUITY PAYMENTS BEGIN, MAY A FIXED ANNUITY OPTION BE CHANGED?

No.

ONCE ANNUITY PAYMENTS BEGIN, MAY A VARIABLE ANNUITY OPTION BE CHANGED?

No.

MAY AMOUNTS BE TRANSFERRED DURING THE ANNUITY PERIOD?

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Yes. Amounts held as annuity reserves may be transferred among the variable
annuity sub-accounts during the annuity period. Annuity reserves may also be
transferred from a variable annuity to a fixed annuity during this time.

HOW DOES AN ANNUITANT CHANGE SUB-ACCOUNT ELECTIONS OR TRANSFER AMOUNTS TO A
FIXED ANNUITY?

The change must be made by written request. The annuitant and joint annuitant,
if any, must make such an election.

HOW WILL A TRANSFER OF VARIABLE ANNUITY SUB-ACCOUNTS BE MADE?

A transfer will be made on the basis of annuity unit values. The number of
annuity units from the sub-account being transferred will be converted to a
number of annuity units in a new sub-account. The annuity payment option will
stay the same.

ARE THERE ANY RESTRICTIONS ON ANNUITY SUB-ACCOUNT TRANSFERS?

Yes. The transfer of an annuity reserve amount from any sub-account must be at
least equal to: 1) $5,000; or 2) the entire amount of the reserve remaining in
that sub-account.

In addition, annuity payments must have been in effect for a period of 12
months before a change may be made. Such transfers can be made only once every
12 months. Your written request for an annuity transfer must be received by us
more than 30 days in advance of the due date of the annuity payment subject to
the transfer.

MAY AMOUNTS HELD AS RESERVES TO PAY A VARIABLE ANNUITY BE TRANSFERRED TO A FIXED
ANNUITY?

Yes. However, the restrictions which apply to annuity sub-account transfers
will apply here as well.

When you tell us to make such a transfer it will be effective for future annuity
payments. Your transfer will be effective and funds will be actually
transferred in the middle of the month prior to the next annuity payment. We
will use the same fixed annuity pricing at the time of transfer that we describe
to determine an initial fixed annuity payment.

MAY AMOUNTS PAID AS A FIXED ANNUITY BE TRANSFERRED TO A VARIABLE ANNUITY?

No.

<PAGE>

AMOUNT PAYABLE AT DEATH

WHAT AMOUNT IS PAYABLE AT DEATH?

If you die before annuity payments have started, we will pay the accumulation
value of the contract to the named beneficiary. If the owner of this contract
is other than a natural person, such as a trust or other similar entity, we will
pay a death benefit of the accumulation value to the named beneficiary on the
death of the annuitant, if it occurs prior to the date that annuity payments
have started.

The accumulation value paid as a death benefit shall always be at least equal to
the surrender value of the contract. The accumulation value will be determined
as of the valuation date coincident with or next following the day we receive
due proof of death at our home office.

TO WHOM WILL WE PAY THOSE BENEFITS?

When we receive due proof of death satisfactory to us, we will pay the amount
payable at death under this contract to the beneficiary or beneficiaries. The
beneficiary will be the person or persons named in the application for this
contract unless you subsequently change the beneficiary. In that event, we will
pay the amount payable at death to the beneficiary named in your last change of
beneficiary request as provided in this contract.

HOW WILL THE AMOUNT PAYABLE AT DEATH BE PAID?

We will pay that amount in a single sum unless another form of settlement has
been requested and agreed to by us. All payments by us are payable at our home
office. Proof of any claim under this contract must be submitted in writing to
us at our home office.

WHEN MUST DEATH BENEFITS BE PAID?

If you die on or before the date on which annuity payments begin and if the
designated beneficiary is a person other than your spouse, that beneficiary may
elect an annuity option measured by a period not longer than that beneficiary's
life expectancy. Annuity payments must begin not later than one year after your
death. If there is no designated beneficiary, then the entire interest in this
contract must be distributed within five years after your death. If the
annuitant dies after annuity payments have begun, any payments received by a
non-spouse beneficiary must be distributed at least as rapidly as under the
method elected by the annuitant as of the date of death.

If any portion of the contract interest is payable to your designated
beneficiary who is your surviving spouse, that spouse shall be treated as the
contract owner for purposes of: (1) when payments must begin; and (2) the time
of distribution in the event of your spouse's death.

WHAT HAPPENS IF ONE OR ALL OF THE BENEFICIARIES DIE?

Before annuity payments have begun, if a beneficiary dies, that beneficiary's
interest in this contract ends with that beneficiary's death. Only those
beneficiaries who survive will be eligible to share in a death benefit. If no
beneficiary survives you prior to the date an annuity begins we will pay the
accumulation value of this contract to the executors or administrators of your
estate.

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After annuity payments have begun, if there is no beneficiary after the death of
the annuitant, any remaining value under the annuity option will be paid to the
annuitant's estate.

CAN YOU CHANGE THE BENEFICIARY?

Yes. You can file a written request with us to change the beneficiary.

Your written request will not be effective until it is recorded in our home
office records. After it has been recorded, it will take effect as of the date
you signed the request. However, if the annuitant dies before the request has
been recorded, the request will not be effective as to those death proceeds we
have paid before the request was recorded in our home office records.

ADDITIONAL INFORMATION

CAN YOU ASSIGN THIS CONTRACT?

Unless this contract provides otherwise, you may assign all rights to this
contract during the lifetime of the annuitant. We will not be bound by any
assignment until we have recorded written notice of it at our home office. We
are not responsible for the validity of any assignment. An assignment will not
apply to any payment or action made by us before it was recorded. Any proceeds
payable to an assignee will be paid in a single sum. Any claim made by an
assignee will be subject to proof of the assignee's interest and the extent of
the assignment.

ARE THE CONTRACT BENEFITS PROTECTED?

Yes. To the extent permitted by law, no benefit provided by this contract will
be subject to any creditor's claim or process of law.

HOW WILL BENEFITS BE DETERMINED?

Any paid-up benefit, withdrawal benefit, surrender benefit, or any other benefit
described by this contract shall be calculated as of the date the provisions of
the contract are exercised. Interest credited on purchase payments made to the
contract shall be calculated on contract amounts from the date they are credited
to the contract to the date the withdrawal value or surrender value is
determined.

WILL THERE BE AN ADJUSTMENT IF A PERSON'S AGE IS MISSTATED?

Yes. If a person's age has been misstated, the amount payable under this
contract as an annuity will be that amount which would have been paid based upon
that person's correct age. In the case of an overpayment, we may either deduct
the required amount from that person's payments under this contract; or, we may
require you to pay us in cash; or we may do both until we are fully repaid. In
the case of an underpayment, we will pay the required amount with the next
payment.

MUST YOU PROVIDE ADDITIONAL INFORMATION?

<PAGE>

Yes. You must provide any other information we need to administer this
contract. If you cannot do so, we may ask the person concerned for that
information. We shall not be liable for any payment based upon information
given to us in error or not given to us.

DO CONTRACT VALUES COMPLY WITH STATE REQUIREMENTS?

Yes. Amounts payable at death, withdrawal and surrender benefits, accumulation
values and the paid-up annuity benefit described by this contract are not less
than the minimum benefits required by any statue of the state in which this
contract is delivered.

WHAT ANNUITY RESERVES WILL WE HOLD UNDER THIS CONTRACT?

Reserves held by us for annuity payments under this contract shall not be less
than those reserves required by the law in the state in which this contract is
delivered.

MAY THIS CONTRACT BE MODIFIED?

Yes. This contract may be modified at any time by written agreement between you
and us. However, no such modification will adversely affect the rights of an
annuitant under this contract unless the modification is made to comply with a
law or government regulation. Such modification will be in writing. You will
have the right to accept or reject such a modification.

DO WE OWN THE GENERAL ACCOUNT AND THE SEPARATE ACCOUNT?

Yes. We have exclusive and absolute ownership of the assets of both the general
account and the separate account.

WHEN WILL LUMP SUM PAYMENTS BE MADE?

Usually, we will make payment within seven days after payment is called for by
the terms of the contract. However, in the case of payments from the general
account, we reserve the right to defer payment of withdrawal or surrender
benefits for up to six months. And in the case of payments from the separate
account, we reserve the right to defer payment for any period during which the
New York Stock Exchange is closed for trading (except for normal holiday
closing) or when the Securities and Exchange Commission has determined that a
state of emergency exists which may make such determination and payment
impractical.

DO YOU HAVE ADDITIONAL VOTING RIGHTS?

Yes. If you have separate account accumulation or annuity units under this
contract you may direct us with respect to the voting rights of fund shares held
by us and attributable to this contract.

MHC-92-9283 Minnesota Life 10

<PAGE>

MINNESOTA LIFE INDIVIDUAL RETIREMENT ANNUITY
(IRA) AGREEMENT
SEP, TRADITIONAL IRA AND ROTH-IRA

WHAT DOES THIS AGREEMENT PROVIDE?

This agreement modifies the contract. Provisions are changed before issue. In
the event of a conflict between the provisions of this agreement and the
contract to which it is attached, the provisions of this agreement will control.
These changes will allow its use: (a) with a Simplified Employee Pension
(herein "SEP"); and/or (b) as a Traditional Individual Retirement Annuity under
the Employee Retirement Income Security Act of 1974, as amended (herein "IRA");
and/or (c) as a Roth Individual Retirement Annuity under section 408A of the
Internal Revenue Code (herein "Roth-IRA"). The provisions that apply for
Traditional IRAs generally apply for SEPs, unless otherwise stated.

PURCHASE PAYMENTS

ARE TRADITIONAL IRA PURCHASE PAYMENTS LIMITED?

Yes. Where the annuitant has an IRA, purchase payments may be limited. An
annual cash purchase payment may not exceed the lesser of: (a) the amount of
compensation includible in gross income in any taxable year; or (b) $2,000, or
such other maximum amount as may be allowed by law.

Where an annuitant establishes an IRA along with a lower earning spouse,
purchase payments may be limited. They are also limited if the annuitant is the
lower earning spouse. The cash purchase payments for both annuities and
accounts must then be considered together. They may not exceed the lesser of:
(a) the amount of compensation includible in the working spouse's compensation
includible in gross income in any taxable year; or (b) $4,000, or such other
maximum amount as may be allowed by law. In no event may an annuitant's annual
purchase payment exceed the cash amount of: (a) $2,000; or (b) the maximum
annual contribution allowed for an IRA.

The annuitant's employer may make purchase payments under the annuitant's SEP up
to the lesser of 15% of the annuitant's compensation (exclusive of compensation
in excess of $160,000) or $30,000. Other limits will apply if the annuitant's
IRA is used as part of a salary reduction SEP.

The annuitant, or the annuitant and his or her employer, are responsible for
determining the maximum purchase payments that may be made to an IRA.

ARE ROTH-IRA PURCHASE PAYMENTS LIMITED?

Yes. Where the annuitant has a Roth-IRA, purchase payments may be limited.
Annual purchase payments for all IRAs maintained by the annuitant may not exceed
the lesser of 100% of the annuitant's compensation includible in gross income in
any taxable year or $2,000. The maximum purchase payment that an annuitant may
make to a Roth-IRA will depend on the amount of the annuitant's income. The
maximum annual purchase payment allowed for a Roth-IRA is gradually reduced to
$0 between certain levels of Adjusted Gross Income ("AGI"). Adjusted gross
income is defined in section 408A(c)(3) of the Code and does not include amounts
transferred or rolled over to Traditional IRAs or Roth-IRAs. In accordance with
section 408A(c)(3) of the Code, if an annuitant is single, the $2,000 limit is
phased out between AGI of $95,000 and $110,000; if an annuitant is married and
files a joint federal income tax return, it is phased out between $150,000 and
$160,000; and if an annuitant is married and

MHC-97-9418 Minnesota Life Insurance Company
<PAGE>

files a separate federal income tax return, it is phased out between $0 and
$10,000.

If an annuitant is married, the maximum purchase payment to the lower-earning
spouse's Spousal Roth-IRA may not exceed the lesser of: (a) 100% of both
spouses' combined compensation minus any Roth-IRA or deductible Traditional IRA
contribution for the spouse with the higher compensation; or (b) $2,000. A
maximum of $4,000 may be contributed to both spouses' Spousal Roth-IRAs.
Purchase payments can be divided between the spouses' IRAs as the annuitant and
his spouse wish, but annual purchase payments to either one of the IRAs may not
exceed $2,000.

DO PURCHASE PAYMENT LIMITATIONS APPLY TO A ROLLOVER TO A ROTH-IRA?

No. However, some individuals are not eligible to make rollover purchase
payments to a Roth-IRA.

A qualified rollover is a rollover contribution from another Roth-IRA or
Traditional individual retirement account or annuity in accordance with sections
408(d)(3), 408A(c)(3)(B), 408A(c)(6) and 408A(e) of the Code. A cash purchase
payment may be the amount received by or on behalf of the annuitant as all or
any portion of a distribution which is a rollover contribution. The
distribution may be one from a Traditional IRA or Roth-IRA, but may not be an
eligible rollover distribution from a tax-exempt employee's trust or a qualified
employee annuity plan.

A rollover or transfer from a Traditional IRA to a Roth-IRA will not be
permitted if the annuitant's AGI for the tax year exceeds $100,000 or if the
annuitant is married and files a separate federal income tax return. A rollover
contribution must be received by us not later than 60 days after the annuitant
receives it.

DO PURCHASE PAYMENT LIMITATIONS APPLY TO A ROLLOVER?

No. Limits on purchase payments to the contract do not apply with a rollover
contribution. A rollover contribution is one within the meaning of sections
408(d)(3), 402(c), 403(a)(4), 403(b)(8), 408A(c)(3)(B), 408A(c)(6), 408A(d)(3)
or 408A(e) of the Internal Revenue Code (herein "Code") or a purchase payment
made in accordance with the terms of a SEP as described in section 408(k) of the
Code. In that case, a cash purchase payment may be the amount received by or on
behalf of an annuitant as all or any portion of a distribution which is a
rollover contribution. The distribution may be one from an individual
retirement account, annuity or bond plan; or an eligible rollover distribution
from a tax-exempt employee's trust; a qualified employee annuity plan; or such
other plan as may be allowed by law. A Roth-IRA, however, may not receive a
rollover contribution directly from any plan other than a Traditional IRA or
another Roth-IRA. In addition, a rollover or transfer from a Traditional IRA to
a Roth-IRA will not be permitted if the annuitant's AGI for the tax year exceeds
$100,000; or if the annuitant is married and files a separate federal income tax
return. A rollover contribution must be received by us not later than 60 days
after the annuitant receives it. A direct rollover payment may be made to us
from the plan making the distribution. A purchase payment may not include
contributions to a tax-qualified plan made by the annuitant as an employee.

MAY THE ANNUITANT ALWAYS MAKE PURCHASE PAYMENTS?

No. We will not accept purchase payments under this contract as of a date the
annuitant is not eligible for a SEP, IRA or Roth-IRA.

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In addition, no additional cash contributions or rollover contributions may be
accepted under the contract if: (a) the owner dies before the distribution of
the entire interest in the contract; and (b) the beneficiary is not the
surviving spouse.

Purchase payments which exceed those allowed for an IRA or Roth-IRA may be
returned. We will send them to the annuitant. Return is without regard to the
provisions of this contract dealing with withdrawals. Excess purchase payments
to a SEP may similarly be returned. We will send them to the payer.

The annuitant has the sole responsibility for determining whether any purchase
payments meet applicable income tax requirements.

DISTRIBUTION PROVISIONS

ARE THERE RULES FOR THE TIMING OF DISTRIBUTIONS FROM AN IRA?

Yes. The distribution of an annuitant's value shall be made in accordance with
the minimum distribution requirements of section 408(b)(3) of the Code and the
regulations thereunder, including the incidental death benefit provisions of
section 1.401(a)(9)-2 of the proposed regulations. All of these rules are
incorporated herein by reference.

The annuitant's accumulation value, or withdrawal value if applicable, must be
distributed or begin to be distributed, by the annuitant's required beginning
date. This is the April 1 following the calendar year in which the annuitant
reaches age 70 1/2. For each succeeding year, a distribution must be made on or
before December 31.

The annuitant or, if applicable, the annuitant's beneficiary, is responsible for
assuring that the required minimum distribution is taken in a timely manner and
that the correct amount is distributed.

ARE THERE RULES FOR THE TIMING OF DISTRIBUTIONS FROM A ROTH-IRA WHILE THE
ANNUITANT IS ALIVE?

No. The rules that apply to Traditional IRAs regarding required distributions
while an annuitant is alive do not apply to Roth-IRAs.

WHAT FORMS OF DISTRIBUTION ARE AVAILABLE FROM AN IRA?

By the required beginning date the annuitant may elect to have the accumulation
value, or withdrawal value if applicable, distributed. It must be in one of the
following forms:

(a) a single sum payment;

(b) equal or substantially equal payments over the life of the annuitant;

(d) equal or substantially equal payments over a specified period that may not
be longer than the annuitant's life expectancy;

(e) equal or substantially equal payments over a specified period that may not
be longer than the joint life and last survivor expectancy of the annuitant
and spouse.

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<PAGE>

Options (b), (c), (d), and (e) can be satisfied by an annuity form elected by
the annuitant or by systematic withdrawal.

Payments must be made in periodic payments at intervals of no longer than one
year. In addition, payments must be either nonincreasing or they may increase
only as provided in Q&A F-3 of section 1.401(a)(9)-1 of the Proposed Income Tax
Regulations or such final regulations as adopted.

ARE THERE SPECIAL RULES IF THE ANNUITANT DIES BEFORE THE ENTIRE VALUE IN THE
CONTRACT IS DISTRIBUTED?

Yes. If the annuitant dies on or after the date distributions have begun, the
entire remaining value must be distributed at least as rapidly as under the
method of distribution being used as of the date of the annuitant's death. If
the annuitant dies before distributions have begun, the entire remaining value
must be distributed as elected by the annuitant or, if the annuitant has not so
elected, as elected by the beneficiary or beneficiaries, as follows:

(a) by December 31st of the year containing the fifth anniversary of the
annuitant's death; or

(b) in equal or substantially equal payments over the life or life expectancy
of the designated beneficiary or beneficiaries starting by December 31st of
the year following the year of the annuitant's death. If, however, the
beneficiary is the annuitant's surviving spouse, then this distribution is
not required to begin until later. It must begin by December 31st of the
year in which the annuitant would have turned 70 1/2. Minimum payments to
the surviving spouse will be calculated in accordance with the applicable
regulations.

ARE OTHER OPTIONS AVAILABLE TO A SPOUSE BENEFICIARY?

Yes. In addition to the options discussed above, the spouse beneficiary has
other options. He or she may elect to treat the annuitant's IRA or Roth-IRA as
his or her own. This is done by either: (a) not taking a distribution within
the required time period; or (b) making eligible IRA or Roth-IRA contributions
to it.

If the beneficiary chooses one of these options then he or she is the contract
owner. He or she will assume all rights and privileges under the contract.
This right is available only to the spouse of the annuitant.

HOW ARE LIFE EXPECTANCIES FOR CALCULATING REQUIRED DISTRIBUTIONS DETERMINED?

Life expectancy is computed by use of the expected return multiples in Table V
and VI of section 1.72-9 of the Income Tax Regulations.

Unless otherwise elected by the annuitant prior to the commencement of
distributions or, if applicable, by the surviving spouse where the annuitant
dies before distributions have commenced, life expectancies of an annuitant or
spouse beneficiary shall be recalculated annually for purposes of required
distributions. An election not to recalculate shall be irrevocable and shall
apply to all subsequent years. The life expectancy of a nonspouse beneficiary
shall not be recalculated. Instead, life expectancy will be calculated using
the attained age of such beneficiary during the calendar year in which the
annuitant attains age 70 1/2; and payments for subsequent years shall be
calculated based on such life expectancy reduced by one for each calendar year
which has elapsed since the calendar year life expectancy was first calculated.

MHC-97-9418 Minnesota Life 4

<PAGE>

In the case of a Roth-IRA, life expectancy will be calculated using the attained
age of such beneficiary in the calendar year distributions are required to
begin; and payments for subsequent years shall be calculated based on such life
expectancy reduced by one for each calendar year which has elapsed since the
calendar year life expectancy was first calculated.

MAY THE ANNUITANT SATISFY MINIMUM DISTRIBUTION REQUIREMENTS BY RECEIVING A
DISTRIBUTION FROM ANOTHER IRA?

Yes. An annuitant may satisfy the minimum distribution requirements under
sections 408(a)(6) and 408(b)(3) of the Code by receiving a distribution from
one IRA that is equal to the amount required to satisfy the minimum distribution
requirements for two or more IRAs. For this purpose, the owner of two or more
IRAs may use the "alternative method" described in Notice 88-38, to satisfy the
minimum distribution requirements described above.

WITHDRAWAL BENEFITS

ARE THERE LIMITS ON WITHDRAWALS FROM AN IRA?

Yes. These limits apply to a partial withdrawal or a surrender of the contract
before the annuitant's age 59 1/2. In that case, we must receive notice of the
intended disposition of the proceeds. This will not apply if the annuitant dies
or is disabled.

ARE ALL WITHDRAWALS FROM ROTH-IRAS SUBJECT TO FEDERAL INCOME TAX?

No. Purchase payments to Roth-IRAs are not deductible. Any partial withdrawal
or surrender of the contract that includes a return of the annuitant's purchase
payment(s) will not be taxable to the extent it is attributable to the purchase
payment(s). Earnings on the purchase payment(s) that are withdrawn are subject
to income tax if withdrawn within 5 years of the annuitant's first contribution
to a Roth-IRA or within 5 years of a rollover purchase payment. In addition,
earnings will be subject to income tax if withdrawn before the annuitant reaches
age 59 1/2; unless the earnings are being withdrawn because of the annuitant's
death or disability or to pay first-time home buyer expenses. If a withdrawal
is made, we must receive notice of the reason for withdrawal or intended
disposition of the proceeds. Income tax will also not apply to distributions
made if the amount received is in excess of the allowed contribution and
returned to the annuitant before the required tax return filing date for that
year, together with any earned interest; or if the entire contract is received
and reinvested in a similar plan entitled to similar tax treatment.

MAY TAX PENALTIES APPLY FOR WITHDRAWALS FROM AN IRA?

Yes. If a withdrawal or surrender occurs before the annuitant is age 59 1/2,
the annuitant may be subject to tax penalties. These penalties are imposed
under the Code. The annuitant may not be subject to tax penalties on amounts
received before age 59 1/2 if: (1) the annuitant becomes disabled as defined by
the Code; (2) the amount received is in excess of the allowed deduction and
returned to the annuitant before the required tax return filing date for that
year, together with any earned interest; or (3) if the entire amount in the
contract is received and reinvested in a similar plan entitled to similar tax
treatment. Additional exceptions to tax penalties may be available to the
annuitant.

We will not be liable for any tax penalties under this contract. We are not
liable for penalties on amounts received or paid by us under this contract.

MHC-97-9418 Minnesota Life 5

<PAGE>

Any transaction treated by law as a contract distribution may be treated by us
as a complete contract surrender.

MAY TAX PENALTIES APPLY FOR WITHDRAWALS FROM ROTH-IRAS?

Yes. Certain tax penalties are imposed under the Code. If the annuitant owes
income tax on the amount withdrawn, the annuitant will also generally be subject
to a 10% premature withdrawal tax penalty on the amount on which the annuitant
paid income tax. However, the tax penalties will not apply if earnings in the
Roth-IRA are withdrawn within 5 years of the annuitant's first contribution to a
Roth-IRA or within 5 years of a rollover purchase payment from a Traditional IRA
if the distribution is: (1) made on or after the date on which the annuitant
attains age 59 1/2; (2) made because of the annuitant's disability or death; or
(3) made because the amount received was in excess of the allowed contribution
and returned to the annuitant before the required tax return filing date for
that year, together with any earned interest. In addition, the tax penalty will
not apply to a distribution if the entire contract is received and reinvested in
a similar plan entitled to similar tax treatment. Additional exceptions to tax
penalties may be available to the annuitant.

We will not be liable for any tax penalties under this contract. We are not
liable for penalties on amounts received or paid by us under this contract. Any
transaction treated by law as a contract distribution may be treated by us as a
complete contract surrender.

GENERAL INFORMATION

IS THE INTEREST OF THE ANNUITANT IN THIS CONTRACT NONFORFEITABLE?

Yes. The entire interest of the annuitant in this contract is nonforfeitable.
The annuitant shall possess the entire benefit provided by this contract. This
contract is established for the exclusive benefit of the annuitant and his or
her beneficiaries.

HOW WILL A REFUND OF PREMIUMS BE APPLIED?

Any refund of premiums (other than those attributable to excess purchase
payments) will be applied, before the close of the calendar year following the
year of the refund, toward the payment of future premiums or the purchase of
additional benefits.

MAY THIS AGREEMENT BE AMENDED?

Yes. This contract may be amended as required to reflect any change in the
Code, regulations or published revenue rulings. The annuitant will be deemed to
have consented to any such amendment. We will promptly furnish any such
amendment to the annuitant.

This agreement is effective as of the original contract date unless a different
effective date is shown here.

Secretary

President

MHC-97-9418 Minnesota Life 6

<PAGE>

MINNESOTA LIFE INDIVIDUAL RETIREMENT ANNUITY
SIMPLE - (IRA) AGREEMENT

WHAT DOES THIS AGREEMENT PROVIDE?

PURCHASE PAYMENTS

ARE SIMPLE-IRA PURCHASE PAYMENTS LIMITED?

Yes. Where the annuitant's employer establishes a SIMPLE-IRA, purchase payments
may be limited. The annual cash purchase payments must be the lesser of: (a)
an amount equal to 100% of the compensation included in gross income in any
taxable year; or (b) $6,000, or such other maximum amount as may be allowed by
law. Mandated employer purchase payments, in addition to your purchase
payments, can range from 0% to 3% of your annual compensation.

DO PURCHASE PAYMENT LIMITATIONS APPLY TO A ROLLOVER?

No. Limits on purchase payments to the contract do not apply with a rollover
contribution. A rollover contribution is one within the meaning of sections
408(d)(3)(G) of the Internal Revenue Code (herein "Code") or a purchase payment
made in accordance with the terms of a SIMPLE-IRA as described in section 408(p)
of the Code. In that case, a cash purchase payment may be the amount received
by or on behalf of an annuitant as all or any portion of a distribution which is
a rollover contribution. The distribution may be one as allowed by law. A
rollover contribution must be received by us not later than 60 days after the
annuitant receives it. A direct rollover payment may be made to us from the
plan making the distribution. A purchase payment may not include contributions
to a tax-qualified plan made by the annuitant as an employee.

MAY THE ANNUITANT ALWAYS MAKE PURCHASE PAYMENTS?

No. We will not accept purchase payments under this contract as of a date the
annuitant is not eligible for a SIMPLE-IRA.

Purchase payments which exceed those allowed for a SIMPLE-IRA may be returned.
We will send them to the payer. Return is without regard to the provisions of
this contract dealing with withdrawals.

DISTRIBUTION PROVISIONS

ARE THERE RULES FOR THE TIMING OF DISTRIBUTIONS?

MHC-98-9431 Minnesota Life Insurance Company 1

<PAGE>

WHAT FORMS OF DISTRIBUTION ARE AVAILABLE?

By the required beginning date the annuitant may elect to have the accumulation
value, or withdrawal value if applicable, distributed. It must be in one of the
following forms:

(a) a single sum payment;

(b) equal or substantially equal payments over the life of the annuitant;

(d) equal or substantially equal payments over a specified period that may not
be longer than the annuitant's life expectancy;

(e) equal or substantially equal payments over a specified period that may not
be longer than the joint life and last survivor expectancy of the annuitant
and spouse.

Options (b), (c), (d), and (e) can be satisfied by an annuity form elected by
the annuitant or by systematic withdrawal.

ARE THERE SPECIAL RULES IF THE ANNUITANT DIES BEFORE THE ENTIRE VALUE IN THE
CONTRACT IS DISTRIBUTED?

(a) by December 31st of the year containing the fifth anniversary of the
annuitant's death; or

ARE OTHER OPTIONS AVAILABLE TO A SPOUSE BENEFICIARY?

Yes. In addition to the options discussed above, the spouse beneficiary has
other options. He or she may elect to treat the annuitant's IRA as his or her

MHC-98-9431 Minnesota Life 2

<PAGE>

own. This is done by either: (a) not taking a distribution within the required
time period; or (b) making eligible IRA contributions to it.

HOW ARE LIFE EXPECTANCIES FOR CALCULATING REQUIRED DISTRIBUTIONS DETERMINED?

Life expectancy is computed by use of the expected return multiples in Table V
and VI of section 1.72-9 of the Income Tax Regulations.

Unless otherwise elected by the annuitant prior to the commencement of
distributions or, if applicable, by the surviving spouse where the annuitant
dies before distributions have commenced, life expectancies of an annuitant or
spouse beneficiary shall be recalculated annually for purposes of required
distributions. An election not to recalculate shall be irrevocable and shall
apply to all subsequent years. The life expectancy of a nonspouse beneficiary
shall not be recalculated. Instead, life expectancy will be calculated using
the attained age of such beneficiary during the calendar year in which the
annuitant attains age 70 1/2, and payments for subsequent years shall be
calculated based on such life expectancy reduced by one for each calendar year
which has elapsed since the calendar year life expectancy was first calculated.

MAY THE ANNUITANT SATISFY MINIMUM DISTRIBUTION REQUIREMENTS BY RECEIVING A
DISTRIBUTION FROM ANOTHER IRA?

WITHDRAWAL BENEFITS

ARE THERE LIMITS ON WITHDRAWALS?

MAY TAX PENALTIES APPLY?

We will not be liable for any tax penalties under this contract. We are not
liable for penalties on amounts received or paid by us under this contract.

MHC-98-9431 Minnesota Life 3

<PAGE>

Any transaction treated by law as a contract distribution may be treated by us
as a complete contract surrender.

GENERAL INFORMATION

IS THE INTEREST OF THE ANNUITANT IN THIS CONTRACT NONFORFEITABLE?

HOW WILL A REFUND OF PREMIUMS BE APPLIED?

MAY THIS AGREEMENT BE AMENDED?

This agreement is effective as of the original contract date unless a different
effective date is shown here.

/s/ Dennis E. Prohofsky
Secretary

/s/ Robert L.Senkler
President

MHC-98-9431 Minnesota Life 4

<PAGE>

<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------------------------------------------------------------

MINNESOTA LIFE VARIABLE ANNUITY APPLICATION

- ------------------------------------------------------------------------------------------------------------------------------------
The Minnesota Life Insurance Company - Annuity Services - 400 Robert Street North - St. Paul, Minnesota 55101-2098
Toll Free 1-800-362-3141
- ------------------------------------------------------------------------------------------------------------------------------------
OWNER (PLEASE PRINT) ANNUITANT (IF OTHER THAN OWNER)
- ------------------------------------------------------------------------------------------------------------------------------------
NAME NAME

- ------------------------------------------------------------------------------------------------------------------------------------
ADDRESS ADDRESS

- ------------------------------------------------------------------------------------------------------------------------------------
CITY, STATE, ZIP CITY, STATE, ZIP

- ------------------------------------------------------------------------------------------------------------------------------------
DATE OF BIRTH SEX TAXPAYER I.D. (Soc Sec # or EIN) DATE OF BIRTH SEX SOCIAL SECURITY NUMBER
/ /M / /F / /M / /F
- ------------------------------------------------------------------------------------------------------------------------------------
JOINT OWNER (OPTIONAL - MUST BE SPOUSE OF OWNER) JOINT ANNUITANT (OPTIONAL - MUST BE SPOUSE OF ANNUITANT)
- ------------------------------------------------------------------------------------------------------------------------------------
NAME NAME

- ------------------------------------------------------------------------------------------------------------------------------------
DATE OF BIRTH SEX SOCIAL SECURITY NUMBER DATE OF BIRTH SEX SOCIAL SECURITY NUMBER
/ /M / /F / /M / /F
- ------------------------------------------------------------------------------------------------------------------------------------
BENEFICIARY
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS NAME RELATIONSHIP DATE OF BIRTH SEX SOCIAL SECURITY NUMBER
- ------------------------------------------------------------------------------------------------------------------------------------
/ /M / /F
- ------------------------------------------------------------------------------------------------------------------------------------
/ /M / /F
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUITANT'S EMPLOYER (IF NOT SELF EMPLOYED)
- ------------------------------------------------------------------------------------------------------------------------------------
NAME ADDRESS CITY, STATE, ZIP

- ------------------------------------------------------------------------------------------------------------------------------------
TYPE OF PLAN (PLEASE CHECK ONLY ONE BOX) PURCHASE PAYMENT ACCOUNT ALLOCATION
- ------------------------------------------------------------------------------------------------------------------------------------
/ / Non-Qualified $____________
/ / Under the ____ (state) Uniform Transfers To Minor Act ______% General (Not available for MultiOption Select)
/ / Individual Retirement Annuity (IRA) for tax year ________ ______% Maturing Government Bond - 2002
/ / IRA Rollover $____________ ______% Maturing Government Bond - 2006
/ / IRA Transfer from existing IRA $____________ ______% Maturing Government Bond - 2010
/ / Roth IRA for tax year _____________ ______% Growth
/ / Simplified Employee Pension (SEP) ______% Bond
/ / SIMPLE ______% Money Market
/ / Tax Sheltered Annuity (IRC Section 403(b)) ______% Asset Allocation
Annual Earned Income $____________ ______% Mortgage Securities
/ / Qualified Retirement Plan (IRC Section 401) ______% Index 500
/ / Employee Funded / / Employer Funded ______% Capital Appreciation
/ / Public Employee Deferred Compensation (IRC Section 457) ______% International Stock
/ / Non-Qualified Deferred Compensation ______% Small Company
/ / Other ___________________ ______% Value Stock
- ----------------------------------------------------------------- ______% Small Company Value
TYPE OF CONTRACT AND AMOUNT OF PAYMENT ______% Global Bond
- ----------------------------------------------------------------- ______% Index 400 Mid-Cap
/ / MultiOption Select Flexible Payment Deferred Variable Annuity ______% Templeton Developing Markets
of $______ per ______ OR $______ as a single payment ______% Macro-Cap Value
/ / MultiOption Flexible Payment Deferred Variable Annuity ______% Micro-Cap Growth
of $______ per ______ OR $______ as a single payment ______% Real Estate Securities
/ / MultiOption Single Payment Deferred Variable Annuity __________
of $_________________ ($5,000 Minimum) TOTAL 100%
- -----------------------------------------------------------------
The prospectuses for the Variable Annuity Account, Advantus
Series Fund and Templeton Developing Markets Fund each refer
to a Statement of Additional Information. Would you like us to
send you a copy? / / Yes / / No
- ------------------------------------------------------------------------------------------------------------------------------------
PAYMENT METHOD
- ------------------------------------------------------------------------------------------------------------------------------------
/ / APP (Automatic Payment Plan) commencing on Month _____________ Day _________
/ / Enclosed APP Authorization form and voided check
/ / Bill employer commencing on Month ____ and continuing Add to existing case# ______________
/ / Annually (1) / / Semi-Annually (2) / / Quarterly (4)
/ / Monthly (12) / / Semi-Monthly (24) / / Bi-Weekly (26)
Individual billing, commencing on the 1st day of Month ________ and continuing / / Quarterly / / Semi-Annually / / Annually
</TABLE>

MHC-84-9093 Rev. 7-1998

<PAGE>

<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------------------------------------------------------------
REPLACEMENT
- ------------------------------------------------------------------------------------------------------------------------------------
Will this contract applied for replace or change an existing contract? / / Yes / / No
If yes please provide: COMPANY NAME __________________________________ CONTRACT NUMBER(S) ______________________
Have you completed a State Replacement Form (where required)? (Based on jurisdiction, not state of residence)
/ / Not Required / / Enclosed
- ------------------------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS OR REMARKS
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------------
1. Are you an employee of Minnesota Mutual or a subsidiary? / / Yes / / No
2. Are you a spouse or dependent child of an employee of Minnesota Mutual or a subsidiary? / / Yes / / No
3. Are you or your spouse an employee or employed by an NASD firm? / / Yes / / No
4. Dependents: / / Spouse / / Children Ages ____________________
5. How was account acquired? / / Known Personally / / Unsolicited / / Solicited / / Referred By __________________________
6. Current Approximate: Annual Income $___________________ Assets $__________________ Debt $_________________ Tax Bracket _______%
7. Other Investments: (Exclusive of personal residence, automobile and this investment.)
Savings $____________________ Balanced/Total Return Funds $____________________
Insurance Cash Values $____________________ Stock Funds $____________________
Real Estate $____________________ Bond Funds $____________________
Business Interests $____________________ Individual Stocks $____________________
Retirement Funds $____________________ Individual Bonds $____________________
Other________________ $____________________
8. Ranking of Investment Objectives 9. Ranking of Investment Objectives
(Rank 1 - 5 in order of importance): (Rank 1 - 5 in order of importance):
CURRENT INVESTMENT TOTAL PORTFOLIO
________ Conservative Income/Capital Preservation ________ Conservative Income/Capital Preservation
________ Current Income ________ Current Income
________ Conservative Growth/Total Return ________ Conservative Growth/Total Return
________ Growth ________ Growth
________ Aggressive Growth ________ Aggressive Growth
10. Risk tolerance of current investment (Please select only 11. Risk tolerance of total portfolio (Please select only one):
one):
/ / Low Risk / / Moderate Risk / / High Risk / / Low Risk / / Moderate Risk / / High Risk
- ------------------------------------------------------------------------------------------------------------------------------------
OWNER/ANNUITANT SIGNATURES
- ------------------------------------------------------------------------------------------------------------------------------------
- - I represent that the statements and answers in this application are full, complete and true to the best of my knowledge. I
agree that they are to be considered the basis of any contract issued to me.

- - I ACKNOWLEDGE RECEIPT OF A CURRENT VARIABLE ANNUITY ACCOUNT PROSPECTUS AND THE CURRENT
PROSPECTUSES FOR THE ADVANTUS SERIES FUND AND TEMPLETON DEVELOPING MARKETS FUND. I UNDERSTAND
THAT ALL PAYMENTS AND VALUES OF ANY CONTRACT ISSUED, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF
A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNED AT (City, State) DATE SIGNATURE OF OWNER SIGNATURE OF ANNUITANT
X X
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT REMITTED WITH APPLICATION SIGNATURE OF JOINT OWNER SIGNATURE OF JOINT ANNUITANT
$ X X
- ------------------------------------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY REPRESENTATIVE
- ------------------------------------------------------------------------------------------------------------------------------------
To the best of my knowledge this contract / / will / / will not replace or change an existing insurance or annuity contract. I
certify that a current prospectus was delivered. No written sales materials were used other than those furnished by the Home
Office.
- ------------------------------------------------------------------------------------------------------------------------------------
REPRESENTATIVE NAME (PRINT) REPRESENTATIVE SIGNATURE AGENCY CODE AGENT CODE
X %
- ------------------------------------------------------------------------------------------------------------------------------------

X %
- ------------------------------------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY DEALER
- ------------------------------------------------------------------------------------------------------------------------------------
DEALER NAME DATE SIGNATURE OF AUTHORIZED DEALER
X
- ------------------------------------------------------------------------------------------------------------------------------------
THIS APPLICATION BECOMES EFFECTIVE ONLY UPON ITS ACCEPTANCE BY ASCEND FINANCIAL SERVICES, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
ACCEPTED BY DATE CONTRACT NUMBER CASE NUMBER

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- - I have received and had an opportunity to read a current copy of the
Variable Annuity Account Prospectus and the current prospectuses for the
Advantus Series Fund and Templeton Developing Markets Fund for this
investment prior to investing.

- - I have been informed of all charges and expenses associated with this
investment.

- - I realize that this may be a long-term investment which should be held
for a number of years. Due in part to the sales charges involved,
selling or surrendering in the short term may result in a loss.

- - I am aware there is no assurance that the initial objective/s of this
investment will be achieved. Thus, when I ultimately sell or surrender the
investment, I may receive more or less than the amount I invested.

- - I realize that the element of risk is inherent in any investment - what
varies is the degree of risk. Generally, the greater the expected return,
the greater risk I must be willing to assume.

- - I will only make payment by check payable to the entity listed on the
application or in the prospectus and never payable directly to a
representative or an entity to which the representative may gain access to
my funds. I will not loan to nor borrow from a representative any monies
or securities.

- - Given my personal circumstances, this is a suitable investment.

- - Financial data should be updated approximately every two years as
investment activity warrants.

IMPORTANT INSTRUCTIONS
<TABLE>
<S> <C>
1. COMPLETE ALL ITEMS OF THE APPLICATION

2. IF YOU ARE REQUESTING: PLEASE SUBMIT:

Automatic Payment Plan (APP) - APP Authorization F. 25744.2
- Voided check

Direct Rollover (client initiated distribution) - Transfer/Rollover/1035 Exchange F. 52258 (send to
existing institution)

Immediate Annuity Contract - Annuity Service Request F. 35264
(includes W-4P. If Deferred Compensation, submit W-4)
- Proof of age for annuitant(s) if a life contingency option
is selected (copy of driver's license or birth certificate)

MultiOption Annuity Exchange - Exchange Authorization F. 35079
MultiOption Select Annuity Exchange - MOA Select Exchange Authorization F. 51459
Qualified Retirement Plan - Employee Benefit Plan Disclosure Statement F. 23273

Replacement of another life insurance or - Appropriate replacement forms as required by the
annuity contract state of jurisdiction

SEP contract - Completed IRS form 5305-SEP or
- Prototype Request and Document Services
Agreement and service fee

SIMPLE - Completed 5304 SIMPLE or Adoption Agreement

Systematic Dollar Cost Averaging - Annuity Service Request F. 35264

Systematic Withdrawal - Annuity Service Request F. 35264

Traditional IRA to Roth Internal Exchange - Roth Exchange F. 52223

Transfer (available for use with transfers - Transfer/Rollover/1035 Exchange F. 52258
from TSA to TSA or IRA/Roth/SEP to
IRA/Roth/SEP only)

TSA contract - TSA Withdrawal Disclosure F. 38754
- Salary Modification Agreement F. 23251
Calculation worksheet if the contribution is to exceed
maximum exclusion allowance

1035 Exchange (non-qualified) - Transfer/Rollover/1035 Exchange F. 52258
- Original contract

3. IF YOU ARE REPLACING A MUTUAL FUND, VARIABLE, OR - Switch Form F. 51821
FIXED PRODUCT FOR AN ANNUITY:
</TABLE>

If more than one beneficiary is specified, indicate the class of each. All
living Class 1 beneficiaries receive an equal share of the death proceeds. If
no Class 1 beneficiaries are living, Class 2 beneficiaries receive an equal
share and so on.

Class 1 beneficiaries are considered the primary beneficiaries.
Class 2 beneficiaries and so on, are considered the contingent beneficiaries.

<PAGE>

RESTATED CERTIFICATE OF INCORPORATION

MINNESOTA LIFE INSURANCE COMPANY

Robert L. Senkler and Dennis E. Prohofsky, respectively, the President and
Secretary of Minnesota Life Insurance Company, a corporation under and existing
by virtue of the laws of the State of Minnesota, do hereby certify that the
following Restated Certificate of Incorporation was duly adopted by an
affirmative vote of a majority of the stockholders at a special meeting of the
Company on December 10, 1998.

This Restated Certificate of Incorporation of Minnesota Life Insurance Company
supersedes and takes the place of the existing Certificate of Incorporation and
all amendments to it:

ARTICLE I

The name of the Company is Minnesota Life Insurance Company (the "Company").

ARTICLE II

The principal office of the Company shall be located at 400 Robert Street North,
Saint Paul, Minnesota 55101-2098.

ARTICLE III

The Company is incorporated for the purpose of transacting the business of and
making insurance upon the lives of individuals and every assurance pertaining
thereto or connected therewith, to grant, purchase and dispose of annuities and
endowments of every kind and description whatsoever, to provide an indemnity
against death and for weekly or other periodic indemnity for disability
occasioned by accident or sickness to the person of the assured and to have all
the further rights, powers and privileges granted or permitted life insurance
companies organized under the provisions of Minnesota Statutes, Chapter 300, and
all Acts amendatory thereof or additional thereto.

ARTICLE IV

The duration and continuation of the Company shall be perpetual.

ARTICLE V

The authorized capital stock of this Company shall be 5,000,000 shares initially
paid in by operation of Minnesota Statutes Section 60A.077 and subsequently paid
in cash, consisting of shares of Common Stock, with par value of $1.00 per
share. Each share of the Common Stock shall have one vote per share.

No shareholder of the Company shall have any pre-emptive or preferential right,
nor be entitled as such as a matter of right, to subscribe for or purchase any
part of any new or additional issue

<PAGE>

of stock of the Company of any class or series, whether issued for money or for
consideration other than money, or of any issue of securities convertible into
stock of the Company.

ARTICLE VI

The corporate powers of the Company shall be vested in a Board of Directors of
at least five persons and shall be exercised by the Board of Directors and by
such officers, agents, employees and committees as the Board of Directors may,
in its discretion, from time to time appoint and empower. The Board of
Directors shall have the power from time to time to make, amend or repeal such
bylaws, rules and regulations for the transaction of the business of the Company
as the Board of Directors may deem expedient and as are not inconsistent with
this Certificate of Incorporation or the constitution or other laws of the State
of Minnesota.

The directors of the Company shall be divided into three classes, as nearly
equal in number as reasonably possible: the first class, the second class and
the third class. Each such director shall serve for a term ending on the third
annual meeting of stockholders following the annual meeting at which such
director was elected, provided, that the directors first elected to the first
class shall serve for a term ending upon the election of directors at the annual
meeting in 2000, the directors first elected to the second class shall serve for
a term ending upon the election of directors at the annual meeting in 2001, and
the directors first elected to the third class shall serve for a term ending
upon the election of directors at the annual meeting in 2002.

At each annual election, commencing at the annual meeting in 2000, the
successors to the class of directors whose term expires at that time shall be
elected by stockholders to hold office for a term of three years to succeed
those directors whose term expires, so that the term of one class of directors
shall expire each year.

Notwithstanding the requirement that the three classes of directors shall be as
nearly equal in number of directors as reasonably possible, in the event of any
change in the authorized number of directors, each director then continuing to
serve as such shall nevertheless continue as a director of the class of which he
or she is a member until the expiration of his or her current term, or his or
her prior resignation, disqualification, disability or removal. There shall be
no cumulative voting in the election of the directors.

Any vacancy on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office, an increase in the number of
directorships or other cause shall be filled only by the affirmative vote of a
majority of directors then in office, although less than a quorum or by the sole
remaining director. A director so chosen shall hold office for a term expiring
at the annual meeting at which the term of the class to which he or she has been
elected expires. If the number of directors is changed, any increase or
decrease shall be apportioned among the three classes by a two-thirds (2/3) vote
of the directors then in office. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
-2-
<PAGE>

ARTICLE VII

The incumbent members of the Board of Directors as of the date of the filing of
this Restated Certificate of Incorporation shall continue to be directors of the
Company until their successors are duly elected and qualified in accordance with
the bylaws. The current members of the Board of Directors who shall continue to
be directors of the Company and their respective addresses are:

NAME OF DIRECTOR ADDRESS

Giulio Agostini 3M
3M Center - Executive 220-14W-08
St. Paul, MN 55144-1000

Anthony L. Andersen H. B. Fuller Company
2424 Territorial Road
St. Paul, MN 55114

Leslie S. Biller Norwest Corporation
Sixth and Marquette
Minneapolis, MN 55479-1052

John F. Grundhofer U.S. Bancorp
601 2nd Avenue South
Suite 2900
Minneapolis, MN 55402-4302

Harold V. Haverty 701 Fourth Avenue South, Suite 300
Minneapolis, MN 55415

David S. Kidwell The Curtis L. Carlson School of
Management
University of Minnesota
321 19th Avenue South
Minneapolis, MN 55455

Reatha C. King General Mills Foundation
P O Box 1113
Minneapolis, MN 55440

Thomas E. Rohricht Doherty, Rumble & Butler P.A.
2800 Minnesota World Trade Center
30 East Seventh Street
St. Paul, MN 55101-4999

Terry T. Saario Bravo!, LLC
900 Hennepin Avenue
Minneapolis, MN 55403

-3-
<PAGE>

Robert L. Senkler Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101

Michael E. Shannon Ecolab, Inc.
370 Wabasha Street
Ecolab Center
St. Paul, MN 55102

Frederick T. Weyerhaeuser Clearwater Investment Trust
332 Minnesota Street
Suite W-2090
St. Paul, MN 55101-1308

ARTICLE VIII

A director of the Company shall not be liable to the Company or the stockholders
of the Company for monetary damages for a breach of the fiduciary duty of care
as a director, except to the extent such exemption from liability or limitation
thereof is not permitted under the Minnesota Statutes, Section 300.64, as the
same currently exists or hereafter is amended. Specifically such exemption
shall not apply to:

(a) a breach of the director's duty of loyalty to the Company or its
stockholders;

(b) acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of the law;

(d) payment of a dividend when the Company is insolvent;

(e) intentional neglect or refusal to perform a duty imposed by law;

(f) a transaction from which the director derives an improper personal
benefit; or

(g) an act or omission occurring prior to the date when this Restated
Certificate of Incorporation became effective.

ARTICLE IX

In no event shall any funds or investments be held in the name of any individual
who is an officer or employee of the Company. The Board of Directors shall
designate those banks and financial institutions in which the Company funds
shall be deposited. The Board by separate resolution also shall designate the
persons authorized to withdraw or transfer funds held in those accounts. No
funds shall be withdrawn or transferred from those accounts except upon the
authorization of the person or persons so authorized.

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<PAGE>

ARTICLE X

The annual meeting of the Company shall be held on the first Tuesday in May of
each year, if not a legal holiday, and if a legal holiday, then on the next day
not a legal holiday.

ARTICLE XI

The Company is authorized to issue any or all of its policies with or without
participation in profits, savings or unabsorbed portions of premiums; to
classify such policies issued on a participating or nonparticipating basis; and
to determine the right to participate and the extent of participation of any
class or classes of such policies, at the discretion of the Board of Directors.
The declaration and crediting of any policy dividend shall be subject to
approval by majority vote of the Minnesota Mutual Companies, Inc. Board of
Directors.

ARTICLE XII

This Restated Certificate of Incorporation may be amended at any annual meeting
of the Company, or any special meeting of the Company called for that expressly
stated purpose, by the affirmative vote of a majority of the stockholders.

IN WITNESS WHEREOF, the undersigned have executed this Restated Certificate of
Incorporation.

, 1998
- -------------- --------------------------------
Robert L. Senkler
Chairman of the Board, President
and Chief Executive Officer

, 1998
- -------------- --------------------------------
Dennis E. Prohofsky
Senior Vice President, Secretary
and General Counsel

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<PAGE>

BYLAWS

MINNESOTA LIFE INSURANCE COMPANY

As adopted on October 1, 1998

<PAGE>

BYLAWS

MINNESOTA LIFE INSURANCE COMPANY

TABLE OF CONTENTS

ARTICLE I STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

SECTION 1.1 ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 1.2 SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 1.3 PLACE AND HOUR OF MEETING. . . . . . . . . . . . . . . . . . . . .1
SECTION 1.4 NOTICE OF MEETINGS; RECORD DATE. . . . . . . . . . . . . . . . . .1
SECTION 1.5 QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
SECTION 1.6 VOTING RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . .2
SECTION 1.7 VOTING BY PROXY. . . . . . . . . . . . . . . . . . . . . . . . . .2
SECTION 1.8 VOTING OF SHARES BY CERTAIN HOLDERS. . . . . . . . . . . . . . . .2

ARTICLE II BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . .3

SECTION 2.1 NUMBER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
SECTION 2.1 NON-OVERLAPPING DIRECTORS. . . . . . . . . . . . . . . . . . . . .3
SECTION 2.2 FILLING OF VACANCIES . . . . . . . . . . . . . . . . . . . . . . .3
SECTION 2.3 PLACE OF MEETING, CORPORATE BOOKS. . . . . . . . . . . . . . . . .3
SECTION 2.4 REGULAR MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . .3
SECTION 2.5 SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . .4
SECTION 2.6 QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
SECTION 2.7 COMPENSATION OF DIRECTORS. . . . . . . . . . . . . . . . . . . . .4
SECTION 2.8 ACTION BY UNANIMOUS WRITTEN CONSENT OF DIRECTORS . . . . . . . . .4
SECTION 2.9 REMOVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

ARTICLE III COMMITTEES OF THE BOARD. . . . . . . . . . . . . . . . . . . . . .5

SECTION 3.1 CREATION OF COMMITTEES . . . . . . . . . . . . . . . . . . . . . .5
SECTION 3.2 APPOINTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .5
SECTION 3.3 QUALIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . .5
SECTION 3.4 COMMITTEE CHAIRS . . . . . . . . . . . . . . . . . . . . . . . . .5
SECTION 3.5 MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
SECTION 3.6 QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
SECTION 3.7 VACANCIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
SECTION 3.8 MINUTES AND REPORTS. . . . . . . . . . . . . . . . . . . . . . . .6
SECTION 3.9 AUDIT COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . .6
SECTION 3.10 INVESTMENT COMMITTEE. . . . . . . . . . . . . . . . . . . . . . .7
SECTION 3.11 COMMITTEE OF NON-OVERLAPPING DIRECTORS. . . . . . . . . . . . . .7

<PAGE>

ARTICLE IV OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

SECTION 4.1 NUMBER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
SECTION 4.2 ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
SECTION 4.3 TERM OF OFFICE . . . . . . . . . . . . . . . . . . . . . . . . . .8
SECTION 4.4 REMOVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
SECTION 4.5 VACANCIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
SECTION 4.6 DUTIES OF OFFICERS . . . . . . . . . . . . . . . . . . . . . . . .8
SECTION 4.7 ABSENCE OR DISABILITY. . . . . . . . . . . . . . . . . . . . . . .9

ARTICLE V INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES . . . . . . . .9

ARTICLE VI DISPOSITION OF FUNDS AND INVESTMENTS. . . . . . . . . . . . . . . .9

SECTION 6.1 FUNDS AND INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . .9
SECTION 6.2 DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE VII CORPORATE STOCK. . . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 7.1 CERTIFICATES FOR SHARES. . . . . . . . . . . . . . . . . . . . . 10
SECTION 7.2 TRANSFER OF SHARES . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 7.3 TRANSFER BOOKS . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE VIII AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 10

<PAGE>

BYLAWS

MINNESOTA LIFE INSURANCE COMPANY

ARTICLE I
STOCKHOLDERS

SECTION 1.1 ANNUAL MEETING.

The annual meeting of stockholders shall be held on the first Tuesday in May of
each year, if not a legal holiday, and if a legal holiday, then on the next day
not a legal holiday, when members of the Board of Directors shall be elected to
succeed those whose terms are then expiring and such other business shall be
transacted as may properly be brought before the meeting.

SECTION 1.2 SPECIAL MEETINGS.

Special meetings of stockholders for the transaction of such business as may
properly come before the meeting may be called by order of the Board of
Directors or by stockholders holding together at least a majority of all the
shares of the Company entitled to vote at the meeting. Business transacted at
all special meetings of stockholders shall be confined to the purpose or
purposes stated in the notice of the meeting.

SECTION 1.3 PLACE AND HOUR OF MEETING.

Every annual meeting of stockholders shall commence at such hour as shall be
determined by the Board of Directors. Every meeting of stockholders, whether an
annual or a special meeting, shall be held at the principal office of the
Company at 400 Robert Street North in the City of Saint Paul, in the State of
Minnesota (the "Home Office"), or at such other place as may be selected by the
Board of Directors.

SECTION 1.4 NOTICE OF MEETINGS; RECORD DATE.

Notice of each meeting of stockholders shall be mailed to each stockholder of
the Company not less than thirty days previous to such meeting, and every such
notice shall state the day and hour and the place at which the meeting is to be
held and, in the case of any special meeting, shall indicate briefly the purpose
or purposes thereof. The Board of Directors may fix in advance a date, not less
than twenty calendar days preceding the dates of the aforenamed occurrences, as
a record date for the determination of the shareholders entitled to notice of,
and to vote at, any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
shares. In such case, such stockholders, and only such stockholders as are
stockholders of the Company of record on the record date so fixed, are entitled
to notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Company after such record date so fixed. If the

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<PAGE>

Board of Directors shall not set a record date for the determination of the
stockholders entitled to notice of, and to vote at, a meeting of stockholders,
only the stockholders who are stockholders of record at the close of business on
the 20th day preceding the date of the meeting are entitled to notice of, and to
vote at, the meeting and any adjournment of the meeting.

SECTION 1.5 QUORUM.

A majority of the outstanding shares entitled to notice of and to vote at a
meeting, present in person or by proxy conforming the requirements of Section
1.7 of these bylaws, shall constitute a quorum for the transaction of any
business coming before any regular or special meeting of stockholders duly and
properly called, except as provided by law, the Restated Certificate of
Incorporation of the Company, or these bylaws. If, however, such quorum of
stockholders shall not be present or represented at any meeting of stockholders,
the stockholders entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a requisite number of stockholders shall be
present. At any such adjourned meeting at which the requisite number of
stockholders shall be represented, any business may be transacted which might
have been transacted at the meeting as originally notified.

SECTION 1.6 VOTING RIGHTS.

Each outstanding share of Common Stock shall be entitled to one vote upon each
matter submitted to a vote at any annual or special meeting of stockholders.

SECTION 1.7 VOTING BY PROXY.

Any stockholder may vote by proxy at any meeting of stockholders. To be valid,
the proxy appointment must be in writing and must be filed with, and received
by, the Secretary at the Home Office of the Company at least five days before
the meeting at which it is to be used, exclusive of the day of the meeting, but
inclusive of the day of receipt and filing of the proxy. A proxy appointment
may be for a specified period of time not to exceed one year. A proxy may be
revoked by a stockholder at any time by written notice to the Secretary of the
Company, or by executing a new proxy appointment and filing it as required
herein, or by personally appearing and exercising his or her rights as a
stockholder at any meeting of the stockholders.

SECTION 1.8 VOTING OF SHARES BY CERTAIN HOLDERS.

(a) Shares of stock in the name of another corporation, foreign or
domestic, are to be voted by such officer, agent, or proxy as the bylaws of such
corporation may determine.

(b) Shares of stock in the name of a deceased person are to be voted by
his executor or administrator in person or by proxy.

(c) Shares of stock in the name of a fiduciary, such as guardian, curator,
or trustee are to be voted by such fiduciary either in person or by proxy,
provided the books of the Company show the stock to be in the name of such
fiduciary in such capacity.

(d) Shares of stock in the name of a receiver are to be voted by such
receiver, and shares held by, or in the control of, a receiver are to be voted
by such receiver without the

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<PAGE>

transfer thereof into his name, if such voting authority is contained in an
appropriate order of the court by which such receiver was appointed.

(e) Shares of stock which have been pledged are to be voted by the pledgor
until the shares of stock have been transferred into the name of the pledgee,
and thereafter, the pledgee is entitled to vote the shares so transferred.

ARTICLE II
BOARD OF DIRECTORS

SECTION 2.1 NUMBER.

The Board of Directors shall consist of such number of Directors, not fewer than
five or more than sixteen, as the Board shall from time to time determine.

SECTION 2.1 NON-OVERLAPPING DIRECTORS.

Commencing with the first annual election of directors, and unless and until
Minnesota Mutual Companies, Inc. (or any successor mutual insurance holding
company) is converted from a mutual insurance holding company to a stock
company, the Board of Directors shall at all times include at least three
directors who are not concurrently serving as directors on the board(s) of
Minnesota Mutual Companies, Inc., Securian Holding Company or Securian Financial
Group, Inc. ("Non-overlapping Directors").

SECTION 2.2 FILLING OF VACANCIES.

If the office of any Director becomes vacant for any reason, a majority of the
remaining Directors may choose a successor. Each Director so chosen shall hold
office until the next regular annual meeting of the shareholders and until his
or her successor has been duly elected and qualified. Not more than one-third
of the maximum number of Directors may be so chosen by the Board between regular
annual meetings of the shareholders.

SECTION 2.3 PLACE OF MEETING, CORPORATE BOOKS.

The Board of Directors may hold its meetings and keep the books of the Company
at the Home Office of the Company, or at such other place or places as they may
from time to time by resolution determine, except as otherwise required by law.

SECTION 2.4 REGULAR MEETINGS.

Regular meetings of the Board shall be held at such times and places as are
fixed from time to time by resolution of the Board. Notice need not be given of
those regular meetings of the Board held at the times and places fixed by
resolution, nor need notice be given of adjourned meetings. If either or both
the time or place of a regular meeting are other than that fixed by resolution,
a telephonic or written notice shall be given to each Director not less than
twenty-four hours prior to the time of that regular meeting.

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<PAGE>

SECTION 2.5 SPECIAL MEETINGS.

Special meetings of the Board may be held at any time upon call either of the
Chair of the Board, or of the Chief Executive Officer, or upon written request
of any three or more directors. Except as otherwise provided, notice of a
special meeting shall be given to each director either in writing or by
telephone. Notice of at least seventy-two hours prior to the meeting time is
required if written notice is deposited in the United States mail in the City of
Saint Paul. Notice of at least twenty-four hours prior to the meeting time is
required if written notice is left at either the place of business or residence
of each director. Notice of at least six hours prior to the meeting time is
required if all directors are personally either served with a written notice or
contacted by telephone. Notice need not be given to the directors of adjourned
special meetings. Also, special meetings may be held at any time without notice
if all of the directors are present, or if, before the meeting, those not
present waive such notice in writing. Notice of a special meeting shall state
the purpose of the meeting.

SECTION 2.6 QUORUM.

At all meetings of the Board of Directors, a majority of the directors then in
office shall be necessary and sufficient to constitute a quorum for the
transaction of business, but if, at any meeting, less than a quorum shall be
present, a majority of those present may adjourn the meeting from time to time,
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Restated Certificate of
Incorporation of the Company or by these bylaws.

SECTION 2.7 COMPENSATION OF DIRECTORS.

Members of the Board of Directors, who are not salaried officers of the Company,
shall receive such annual compensation as shall be fixed from time to time by
resolution of the Board of directors; and, in addition, the directors who are
not salaried officers of the Company shall receive a sum in such amount as shall
be fixed from time to time by resolution of the Board of Directors, and the
expenses of attendance, if any, for attendance at each regular or special
meeting of the Board, whether or not an adjournment be had because of the
absence of a quorum.

SECTION 2.8 ACTION BY UNANIMOUS WRITTEN CONSENT OF DIRECTORS.

If all the directors severally or collectively consent in writing to any action
taken or to be taken by the directors, such consents have the same force and
effect as a unanimous vote of the directors at a meeting duly held, and may be
stated as such in any certificate or document filed with the Secretary of State
of Minnesota or any other state in the United States of America or other
Country. The Secretary of the Company shall file such consents with the minutes
of the meetings of the Board of Directors.

SECTION 2.9 REMOVAL.

Any director or the entire Board of Directors may be removed at any time but
only for cause or pursuant to the Company's retirement policy in effect when the
director was first elected.

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<PAGE>

ARTICLE III
COMMITTEES OF THE BOARD

SECTION 3.1 CREATION OF COMMITTEES.

The following designated standing committees of the Board are hereby authorized
and created: Audit, Investment, and Non-overlapping Directors. In addition,
the Board is authorized to create any other committee or committees of the Board
as the Board from time to time deems necessary. The name, duration and duties
of each other committee and the number of members thereof shall be as prescribed
in the action creating the committee. In the event the Board of Directors
creates an Executive Committee invested with the full powers of the Board of
Directors between meetings of the Board of Directors, then that Committee must
have at least the same proportion of Non-overlapping Directors as does the full
Board of Directors.

SECTION 3.2 APPOINTMENTS.

The members of each standing Board committee shall consist of those Directors
appointed by the Board of Directors. Each Director appointed to a Board
committee shall continue to serve on that committee at the will and pleasure of
the Board for the period specified in his or her appointment or until his or her
earlier death, resignation or removal.

SECTION 3.3 QUALIFICATIONS.

Each Director is qualified to be appointed and successively reappointed to one
or more committees.

SECTION 3.4 COMMITTEE CHAIRS.

The Board shall appoint one of the members of each of the Board committees to
chair that committee and, in its discretion, may also appoint one of the members
of each of the committees to serve as a vice chair of that committee. If
neither the committee chair nor the committee vice chair is present at a meeting
of a committee, the committee members present at that committee meeting shall
elect another committee member to chair that meeting.

SECTION 3.5 MEETINGS.

Each committee shall meet at such times as the chair of that committee may
designate or as a majority of that committee may determine, subject to a minimum
of not less than two meetings per calendar year.

SECTION 3.6 QUORUM.

A majority of each Board committee shall constitute a quorum at each meeting of
that committee. At any meeting of a committee at which a quorum is present, the
committee may continue to transact business until adjournment, even though
committee member(s) may have left the meeting so that less than a quorum is
present at the meeting. If a quorum is not present for a committee meeting, the
chair of that committee may request the Board to appoint a sufficient number of
other directors to serve as members of the committee only for that meeting, so
as to obtain a quorum. If the Board makes the requested appointments, any
action so taken at the committee meeting shall be valid and binding.

-5-
<PAGE>

SECTION 3.7 VACANCIES.

In the case of the death, resignation or removal of a member of a committee, the
Board may appoint another Director to fill the vacancy so created on that
committee for the balance of the unexpired appointment. The appointment shall
be subject to the qualifications set forth for that committee.

SECTION 3.8 MINUTES AND REPORTS.

Each committee shall keep a written record of its acts and proceedings and shall
submit that record to the Board of Directors at a regular meeting of the Board
and at such other times as requested by the Board or when a majority of the
committee deems it desirable to do so. Failure to submit a record will not,
however, invalidate any action taken by the committee prior to the time the
record of the action was, or should have been, submitted to the Board. The
minutes of each committee shall be recorded by the person designated by the
chair of that committee.

SECTION 3.9 AUDIT COMMITTEE.

The Audit Committee shall consist of not fewer than four directors that are not
officers or employees of Minnesota Mutual Companies, Inc. or any of its
subsidiaries. The committee shall have the following powers and duties:

(a) Annually recommend to the Board a firm of independent certified public
accountants to audit the Company's books, records and accounts.

(b) Approve the scope of audits to be conducted by the independent
certified public accountants, taking into account the principal risks inherent
in the Company's business and the recommendations from the independent
accountants as to scope of audit.

(d) Approve the scope of audits to be conducted by the Company's internal
auditors and review the reports of those audits.

(e) Review the reports which result from the examinations of the Company
conducted by state insurance authorities.

(f) Review corporate litigation involving extra-contractual damages.

(g) Periodically review the Company's plans for data security and disaster
recovery.

(h) Advise the Board of the results of the committee's reviews and
recommendations resulting therefrom.

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<PAGE>

SECTION 3.10 INVESTMENT COMMITTEE.

The Investment Committee shall consist of not fewer than four directors and
shall have the following powers and duties which shall be exercised not less
than once every twelve months:

(a) Review the written investment policy for the Company investments,
recommend changes thereto, and submit to the Board for its approval and adoption
the policy and procedures for the ensuing twelve months.

(b) Review all investments of Company funds, including their acquisition
and sale and report findings to the Board.

(d) Review compliance with the written investment policy and valuation
procedures and submit findings to the Board.

SECTION 3.11 COMMITTEE OF NON-OVERLAPPING DIRECTORS.

The Committee of Non-overlapping Directors shall consist of not fewer than three
Non-overlapping Directors (as described in Section 2.1 of these bylaws) and
shall have the following powers and duties:

(a) Review all agreements and material transactions between and among the
Company, its affiliates and subsidiaries to assure that such agreements and
transactions are fair and reasonable and that they comply with Minnesota
Statutes, Section 60D, and all Acts amendatory thereof or additional thereto.
For purposes of this section, the term "material" shall have the definition set
forth in Minnesota Statutes, Section 60D.19, subd. 4, as it may be amended from
time to time.

(b) Such other powers and duties as determined by the Board of Directors.

ARTICLE IV
OFFICERS

SECTION 4.1 NUMBER.

The officers of the Company shall be a Chief Executive Officer, a President, one
or more Vice Presidents, a Treasurer, an Actuary, a Controller, a Secretary, and
one or more Assistant Secretaries. In addition, there may be such other
officers as the Board of Directors from time to time may deem necessary. One
individual may hold two or more offices, except those of President and
Secretary.

SECTION 4.2 ELECTION.

Officers shall be elected or appointed by the Board of Directors.

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<PAGE>

SECTION 4.3 TERM OF OFFICE.

Each officer shall serve for the term stated in his or her election or
appointment or until his or her earlier death, resignation or removal.

SECTION 4.4 REMOVAL.

Any officer may be removed from office, with or without cause, at any time by
the affirmative vote of the majority of the Board of Directors then in office.

SECTION 4.5 VACANCIES.

Any vacancy in any office from any cause may be filled by the Board of Directors
at its next meeting.

SECTION 4.6 DUTIES OF OFFICERS.

The duties of the officers shall be as follows:

(a) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have
general active management of the business of the Company and, in the absence of
the Chair of the Board, shall preside at all meetings of the members and the
Board of Directors, and shall see that all orders and resolutions of the Board
are carried into effect. Except where, by law, the signature of the President
is required, the Chief Executive Officer shall possess the same power as the
President to sign and execute all authorized certificates, contracts, bonds, and
other obligations of the Company.

(b) PRESIDENT. The President, in the absence of the Chair of the Board
and the Chief Executive Officer, shall preside at all meetings of the members
and the Board of Directors. The President shall be the chief administrative
officer of the Company and shall have the power to sign and execute all
authorized certificates, contracts, bonds, and other obligations of the Company.
The President also shall perform such other duties as are incident to the office
or are properly required of him or her by the Board or the Chief Executive
Officer.

(c) VICE PRESIDENTS. Each Vice President will perform those duties as
from time to time may be assigned by the Chief Executive Officer. In the
absence of the President, a Vice President designated by the Board of Directors
shall perform the duties of the President. A Vice President shall have the
power to sign and execute all authorized certificates, contracts, bonds and
other obligations of the Company. One or more of the Vice Presidents may be
entitled Executive Vice President, Senior Vice President, Vice President, Second
Vice President, or such other variation thereof as may be designated by the
Board.

(d) SECRETARY. The Secretary shall give notice and keep the minutes of
all meetings of the members and of the Board of Directors and shall give and
serve all notices of the Company. The Secretary or an Assistant Secretary shall
have the power to sign with the Chief Executive Officer, President, or any Vice
President in the name of the Company all authorized certificates, contracts,
bonds, or other obligations of the company and may affix the Company Seal
thereto. The Secretary shall have charge and custody of the books and papers of
the Company and in general shall perform all duties incident to the office of
Secretary, except as

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<PAGE>

otherwise specifically provided in these bylaws, and such other duties as from
time to time may be assigned by the Chief Executive Officer. If Assistant
Secretaries are elected or appointed, they shall have those powers and perform
those duties as from time to time may be assigned to them by the Chief Executive
Officer and, in the absence of the Secretary, one of them shall perform the
duties of the Secretary.

(e) TREASURER. The Treasurer shall have those powers and shall perform
those duties as from time to time may be assigned by the Chief Executive
Officer. If Assistant Treasurers are elected or appointed, they shall have
those powers and perform those duties as from time to time may be assigned to
them by the Chief Executive Officer and, in the absence of the Treasurer, one of
them shall perform the duties of the Treasurer.

(f) CONTROLLER. The Controller shall have those powers and shall perform
those duties as from time to time may be assigned by the Chief Executive
Officer.

(g) ACTUARY. The Actuary shall have those powers and shall perform those
duties as from time to time may be assigned by the Chief Executive Officer.

(h) OTHER OFFICERS. Other officers elected or appointed by the Board of
Directors shall have those powers and perform those duties as from time to time
may be assigned by the Chief Executive Officer.

SECTION 4.7 ABSENCE OR DISABILITY.

In the case of the absence or disability of any officer of the Company or of any
person authorized to act in his or her place during such period of absence or
disability, the Board of Directors from time to time may delegate the powers and
duties of such officer to any other officer, or any Director, or any other
person whom they may select.

ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The Company shall, to the fullest extent permitted under Minnesota Statutes,
Section 300.083, as the same currently exists or hereafter is amended, indemnify
(and advance expenses to) the directors, officers and employees of this Company.
The provisions of this Article shall not be deemed to limit or preclude
indemnification of a director, officer or employee by the Company for any
liability which has not been eliminated by the provisions of this Article.

ARTICLE VI
DISPOSITION OF FUNDS AND INVESTMENTS

SECTION 6.1 FUNDS AND INVESTMENTS.

All funds and investments of the Company shall be held in the name of "Minnesota
Life Insurance Company" or its nominee or as otherwise provided in accordance
with applicable Minnesota Statutes, as amended from time to time. In no event
shall any funds or investments be held in the name of any individual who is an
officer or employee of the Company.

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SECTION 6.2 DEPOSITS.

The Board of Directors shall designate those banks and financial institutions in
which Company funds shall be deposited. The Board by separate resolution also
shall designate the persons authorized to withdraw or transfer funds held in
those accounts. No funds shall be withdrawn or transferred from those accounts
except upon the authorization of the person or persons so authorized.

ARTICLE VII
CORPORATE STOCK

SECTION 7.1 CERTIFICATES FOR SHARES.

The Board of Directors is to prescribe the form of the certificate(s) of stock
of the Company. The certificate is to be signed by the President or Vice
President and by the Secretary, Treasurer, or Assistant Secretary or Assistant
Treasurer, is to be sealed with the seal of the Company and is to be numbered
consecutively. The name of the owner of the certificate, the number of shares
of stock represented thereby, and the date of issue are to be recorded on the
books of the Company. Certificates of stock surrendered to the Company for
transfer are to be canceled, and new certificates of stock representing the
transferred shares issued. New stock certificates may be issued to replace
lost, destroyed or mutilated certificates upon such terms and with such security
to the Company as the Board of Directors may require.

SECTION 7.2 TRANSFER OF SHARES.

Shares of stock of the Company may be transferred on the books of the Company by
the delivery of the certificates representing such shares to the Company for
cancellation, and with an assignment in writing on the back of the certificate
executed by the person named in the certificates as the owner thereof, or by a
written power of attorney executed for such purpose by such person. The person
registered on the books of the Company as the owner of shares of stock of the
Company is deemed the owner thereof and is entitled to all rights of ownership
with respect to such shares.

SECTION 7.3 TRANSFER BOOKS.

Transfer books are to be maintained under the direction of the Secretary,
showing the ownership and transfer of all certificates of stock issued by the
Company.

ARTICLE VIII
AMENDMENTS

These bylaws may be amended by the Board of Directors or by the stockholders at
a regular meeting, or at a special meeting called for that expressly-stated
purpose, by the affirmative vote of a majority of the stockholders present, in
person or by proxy, at the meeting.

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Minnesota Life Insurance Company
Power of Attorney
To Sign Registration Statements

WHEREAS, Minnesota Life Insurance Company ("Minnesota Life") has
established certain separate accounts to fund certain variable annuity and
variable life insurance contracts, and

WHEREAS, Variable Fund D ("Fund D") is a separate account of Minnesota Life
registered as a unit investment trust under the Investment Company Act of 1940
offering variable annuity contracts registered under the Securities Act of 1933,
and

WHEREAS, Variable Annuity Account ("Variable Annuity Account") is a
separate account of Minnesota Life registered as a unit investment trust under
the Investment Company Act of 1940 offering variable annuity contracts
registered under the Securities Act of 1933, and

WHEREAS, Minnesota Life Variable Life Account ("Variable Life Account") is
a separate account of Minnesota Life registered as a unit investment trust under
the Investment Company Act of 1940 offering variable adjustable life insurance
policies registered under the Securities Act of 1933,

WHEREAS, Group Variable Annuity Account ("Group Variable Annuity Account")
is a separate account of Minnesota Life which has been established for the
purpose of issuing group annuity contracts on a variable basis and which is to
be registered as a unit investment trust under the Investment Company Act of
1940 offering group variable annuity contracts and certificates to be registered
under the Securities Act of 1933;

WHEREAS, Minnesota Life Variable Universal Life Account ("Variable
Universal Life Account") is a separate account of Minnesota Life which has been
established for the purpose of issuing group and individual variable universal
life insurance policies on a variable basis and which is to be registered as a
unit investment trust under the Investment Company Act of 1940 offering group
and individual variable universal life insurance policies to be registered under
the Securities Act of 1933;

NOW THEREFORE, We, the undersigned Directors and Officers of Minnesota
Life, do hereby appoint Dennis E. Prohofsky and Garold M. Felland, and each
of them individually, as attorney in fact for the purpose of signing in their
names and on their behalf as Directors of Minnesota Life and filing with the
Securities and Exchange Commission Registration Statements, or any amendment
thereto, for the purpose of: a) registering contracts and policies of Fund
D, the Variable Annuity Account, the Variable Life Account, the Group
Variable Annuity Account and the Variable Universal Life Account for sale by
those entities and Minnesota Life under the Securities Act of 1933; and b)
registering Fund D, the Variable Annuity Account, the Variable Life Account,
the Group Variable Annuity Account and the Variable Universal Life Account as
unit investment trusts under the Investment Company Act of 1940.

Signature Title Date
--------- ----- ----

/s/Robert L. Senkler Chairman of the Board, October 19, 1998
- -------------------- President and Chief
Robert L. Senkler Executive Officer

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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Giulio Agostini Directors October 19, 1998
- ----------------------------
Giulio Agostini

/s/Anthony L. Andersen Directors October 19, 1998
- ----------------------------
Anthony L. Andersen

/s/Leslie S. Biller Directors October 19, 1998
- ----------------------------
Leslie S. Biller

/s/John F. Grundhofer Directors October 19, 1998
- ----------------------------
John F. Grundhofer

/s/David S. Kidwell Directors October 19, 1998
- ----------------------------
David S. Kidwell, Ph.D.

/s/Reatha C. King, Ph.D. Directors October 19, 1998
- ----------------------------
Reatha C. King, Ph.D.

/s/Thomas E. Rohricht Directors October 19, 1998
- ----------------------------
Thomas E. Rohricht

/s/Michael E. Shannon Directors October 19, 1998
- ----------------------------
Michael E. Shannon

/s/Frederick T. Weyerhaeuser Directors October 19, 1998
- ----------------------------
Frederick T. Weyerhaeuser

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