MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT, 485BPOS, 1997-04-28

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT
485BPOS, 1997-04-28

Previous: MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT, 485BPOS, 1997-04-28

Next: MORGAN STANLEY GROUP INC /DE/, 424B3, 1997-04-28

<PAGE>

File Number 33-3233

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-6

POST-EFFECTIVE AMENDMENT NUMBER 12

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT
--------------------------------------
(Name of Trust)

The Minnesota Mutual Life Insurance Company
-------------------------------------------
(Depositor)

400 Robert Street North, St. Paul, Minnesota 55101-2098
--------------------------------------------------------
(Depositor's Principal Executive Offices)

Dennis E. Prohofsky
Senior Vice President, General Counsel and Secretary
The Minnesota Mutual Life Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101-2098
-------------------------------
(Agent for Service)

It is proposed that this filing will become effective (check appropriate box):
immediately upon filing pursuant to paragraph (b) of Rule 485
---
X on May 1, 1997 pursuant to paragraph (b) of Rule 485
---
___ 60 days after filing pursuant to paragraph (a)(i) of Rule 485
___ on (date) pursuant to paragraph (a)(i) of Rule 485
___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment

Copy to:
J. Sumner Jones, Esq.
Jones & Blouch L.L.P.
1025 Thomas Jefferson Street, N.W., Suite 405 West
Washington, D.C. 20007

Pursuant to Regulation 270.24f-2 under the Investment Company Act of 1940,
Registrant has previously elected to register an indefinite amount of Variable
Adjustable Life Insurance policies under the Securities Act of 1933. The
Rule 24f-2 Notice for Registrant's most recent fiscal year was filed on February
26, 1997.

<PAGE>

MINNESOTA MUTUAL
VARIABLE LIFE ACCOUNT

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

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

N-8B-2 Item Caption in Prospectus
- ----------- ---------------------

1. Cover Page

2. Cover Page; General Descriptions, The Minnesota Mutual Life
Insurance Company, Variable Life Account

3. Not Applicable

4. Distribution of Policies

5. General Descriptions, Variable Life Account

6. General Descriptions, Variable Life Account

7. Not Applicable

8. Not Applicable

9. Legal Proceedings

10. Summary; Detailed Information About the Variable Adjustable Life
Insurance Policy; Policy Charges; Voting Rights

11. Summary; Detailed Information About the Variable Adjustable Life
Insurance Policy; General Descriptions, Advantus Series Fund,
Inc.

12. Summary; Detailed Information About the Variable Adjustable Life
Insurance Policy; General Descriptions, Advantus Series Fund,
Inc.

13. Detailed Information About the Variable Adjustable Life Insurance
Policy; Policy Charges

14. Detailed Information About the Variable Adjustable Life Insurance
Policy, Adjustable Life Insurance; Applications and Policy Issue

15. Detailed Information About the Variable Adjustable Life Insurance
Policy, Policy Premiums

16. Not Applicable

17. Summary; Detailed Information About the Variable Adjustable Life
Insurance Policy

18. Advantus Series Fund, Inc.

19. Voting Rights
<PAGE>

20. Not Applicable

21. Not Applicable

22. Not Applicable

23. Not Applicable

24. Not Applicable

25. General Descriptions, The Minnesota Mutual Life Insurance Company

26. Not Applicable

27. General Descriptions, The Minnesota Mutual Life Insurance Company

28. Trustees and Principal Officers of Minnesota Mutual

29. General Descriptions, The Minnesota Mutual Life Insurance Company

30. Not Applicable

31. Not Applicable

32. Not Applicable

33. Not Applicable

34. Not Applicable

35. General Descriptions, The Minnesota Mutual Life Insurance Company

36. Not Applicable

37. Not Applicable

38. Distribution of Policies

39. Distribution of Policies

40. Not Applicable

41. Distribution of Policies

42. Not Applicable

43. Not Applicable

44. Detailed Information About the Variable Adjustable Life Insurance
Policy, Policy Values

45. Not Applicable

46. Detailed Information About the Variable Adjustable Life Insurance
Policy, Policy Loans, Surrender

47. Not Applicable
<PAGE>

48. Not Applicable

49. Not Applicable

50. General Descriptions, Variable Life Account

51. Summary; Detailed Information About the Variable Adjustable Life
Insurance Policy, Policy Charges

52. Summary; General Descriptions, Variable Life Account; Advantus
Series Fund, Inc.

53. Federal Tax Status

54. Not Applicable

55. Not Applicable

56. Not Applicable

57. Not Applicable

58. Not Applicable

59. Financial Statements
<PAGE>

PART I

INFORMATION REQUIRED IN PROSPECTUS
<PAGE>

PROSPECTUS

VARIABLE ADJUSTABLE LIFE
INSURANCE POLICY

LOGO
This prospectus describes a Variable Adjustable Life Insurance Policy issued
by The Minnesota Mutual Life Insurance Company ("Minnesota Mutual"). It
provides life insurance protection for the life of the insured so long as
scheduled premiums are paid. Under some plans of insurance, the face amount of
insurance may decrease or terminate during the life of the insured. The lowest
annual base premium allowed for any plan of insurance is $300. The minimum
face amount on a Policy is $50,000.

The Policy may be adjusted, within described limits, as to face amount,
premium amount and the plan of insurance.

We assess certain charges under the Policy and these are fully described under
the heading "Policy Charges" in this prospectus on page 30. The Policy also
contains a cancellation right which is fully described under the heading "Free
Look" in this prospectus on page 30.

Variable Adjustable Life policy values may be invested in a separate account
of Minnesota Mutual called the Variable Life Account. Policy values may also
be invested in a Minnesota Mutual general account option. The actual cash
value of all Policies will vary with the investment experience of these
options. The Variable Life Account, through its sub-accounts, invests its
assets in shares of Advantus Series Fund, Inc. (the "Fund"). The Fund has ten
Portfolios which are available to the Variable Life Account. They are: the
Growth Portfolio; the Bond Portfolio; the Money Market Portfolio; the Asset
Allocation Portfolio; the Mortgage Securities Portfolio; the Index 500
Portfolio; the Capital Appreciation Portfolio; the International Stock
Portfolio; the Small Company Portfolio and the Value Stock Portfolio. There is
no minimum cash value associated with these variable sub-accounts.

The Variable Adjustable Life Policy provides two death benefit options: the
Cash Option and the Protection Option. The Cash Option provides a guaranteed
death benefit equal to the current face amount. Favorable investment returns,
if any, will be reflected only in increased actual cash values, unless the
policy value exceeds the net single premium for the then current face amount,
at which time the death benefit will increase. The Protection Option provides
a variable death benefit guaranteed to be at least equal to the current face
amount. Favorable investment returns, if any, will be reflected primarily in
increased life insurance coverage as well as increased actual cash values. The
Protection Option is only available until the policy anniversary nearest the
insured's age 70. At the policy anniversary nearest the insured's age 70, the
death benefit option will be changed to the Cash Option.

Replacing existing insurance with a Policy described in this prospectus may
not be to your advantage.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO A CURRENT PROSPECTUS OF
ADVANTUS SERIES FUND, INC. THIS PROSPECTUS SHOULD BE READ CAREFULLY AND
RETAINED FOR FUTURE REFERENCE.

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.

The Minnesota Mutual Life Insurance Company
400 Robert Street North
St. Paul, MN 55101-2098

Ph 612/665-3500
http:/www.minnesotamutual.com

Dated: May 1, 1997
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Summary................................................................... 1
Condensed Financial Information........................................... 7
General Descriptions
The Minnesota Mutual Life Insurance Company............................. 9
Variable Life Account................................................... 9
Advantus Series Fund, Inc............................................... 9
Additions, Deletions or Substitutions................................... 10
Selection of Sub-Accounts............................................... 10
The Guaranteed Principal Account........................................ 11
Detailed Information about the Variable Adjustable Life Insurance Policy
Flexibility at Issue.................................................... 12
Policy Adjustments...................................................... 15
Applications and Policy Issue........................................... 19
Policy Premiums......................................................... 20
Policy Values........................................................... 24
Death Benefit Options................................................... 26
Variations in Death Benefit............................................. 27
Policy Loans............................................................ 27
Surrender............................................................... 29
Free Look............................................................... 30
Conversion.............................................................. 30
Policy Charges.......................................................... 30
Other Policy Provisions................................................. 33
Additional Benefits..................................................... 35
Other Matters
Federal Tax Status...................................................... 37
Trustees and Principal Officers of Minnesota Mutual..................... 40
Voting Rights........................................................... 41
Distribution of Policies................................................ 41
Legal Matters........................................................... 42
Legal Proceedings....................................................... 42
Experts................................................................. 42
Registration Statement.................................................. 42
Special Terms............................................................. 43
Financial Statements of Minnesota Mutual Variable Life Account............ 44
Financial Statements of The Minnesota Mutual Life Insurance Company....... 59
Appendix I-Illustrations of Policy Values, Death Benefits and Premiums.... 81
Appendix II-Summary of Policy Charges..................................... 90
Appendix III-Illustration of Death Benefit Calculation.................... 95
Appendix IV-Policy Loan Example........................................... 96
Appendix V-Example of Sales Load Computation.............................. 97
Appendix VI-Average Annual Returns........................................ 98
Appendix VII-S&P 500 Performance History.................................. 99
Appendix VIII-Range of Returns............................................ 100
</TABLE>
<PAGE>

SUMMARY
The following summary is designed to answer certain general questions
concerning the Policy and to give you a brief overview of the more significant
Policy features. This summary is not comprehensive and is qualified in its
entirety by the more specific information contained elsewhere in this
prospectus. Reference should be made to the heading "Special Terms" for the
definitions of unfamiliar terms.

WHAT IS A VARIABLE ADJUSTABLE LIFE INSURANCE POLICY?

The Variable Adjustable Life Insurance Policy (the "Policy") described in
this prospectus combines traditional insurance provisions, flexible
administrative procedures and significant and useful market sensitive
investment features. First and foremost, the Policy provides a guaranteed death
benefit for the insured's lifetime so long as scheduled premiums are paid. In
this respect, the Policy is similar to conventional whole life insurance. In
addition, however, the Policy contains adjustment features which give you the
flexibility to tailor the Policy to your individual requirements at issue and
to adjust the Policy thereafter as your insurance needs change. Throughout the
life of the insured, policy values are invested at your direction in the
several portfolios of Advantus Series Fund, Inc. (the "Fund") or in a Minnesota
Mutual general account option. Such investment enables you to obtain market
rates of return on your investment in the Policy in combination with guaranteed
insurance protection.

This prospectus describes two versions of the Variable Adjustable Life
Insurance Policy. The older version ("VAL '87") will be replaced by a newer
version ("VAL '95"). After May 1, 1995, we issued VAL '95 in the states where
that policy form was approved.

WHAT IS THE GUARANTEED DEATH BENEFIT?
We guarantee that the face amount of insurance shown on the policy
specification page will be paid on the death of the insured so long as you do
not have policy indebtedness and all scheduled premiums have been paid. Some
Policies will have a scheduled decrease in such guaranteed face amount at the
end of the initial policy protection period. In such case, the time
and amount of the decrease are also shown on the policy specification page. The
importance of the guarantee is that adverse investment performance may never
reduce your life insurance protection below the guaranteed amount. We impose a
charge of 1.5 percent of premiums for providing this guarantee.

WHAT MAKES THE POLICY "ADJUSTABLE"?
The Policy is termed "Adjustable" because it allows you the flexibility to
custom-design your Policy at issue and thereafter to change or "adjust" your
Policy as your insurance needs change. The three major components in designing
your Policy are the level of premiums you wish to pay, the level of death
benefit protection you need and the appropriate "plan" of insurance for you.
You may choose any two of the three components--premium, face amount and plan--
and we will calculate the third component.
Within very broad limits, including those designed to assure that the Policy
qualifies as life insurance for tax purposes, you may choose any level of
premium or death benefit that you wish. Based on the premium and initial face
amount you choose, we will calculate the tabular cash value which results from
using the guaranteed mortality and assumed rate of return in the Policy. The
pattern of tabular cash values and the resulting schedule of face amount and
premiums define the guaranteed plan of insurance.
The maximum plan of insurance available is one where the Policy becomes paid-
up after the payment of ten annual premiums. A paid-up Policy is one for which
no additional premiums are required to guarantee the face amount of insurance
for the entire life of the insured, provided there is no policy indebtedness.
Whole life plans may be suitable for individuals who wish to ensure lifetime
coverage, without any scheduled reduction in face amount as described below, by
the payment of relatively higher premiums and, in certain cases, for a lesser
period of time, or who wish to accumulate substantial

1
<PAGE>

cash values by utilizing the investment features of the Policy.
The minimum plan that we offer at original issue is a ten year protection
Policy. If the insured's age at original issue is over 55, the minimum plan of
protection will be less than ten years, as described in the table below:

<TABLE>
<CAPTION>
MINIMUM PLAN
ISSUE AGE (IN YEARS)
--------- ------------
<S> <C>
56 9
57 8
58 7
59 6
60 or greater 5
</TABLE>

A protection Policy is one which provides only a term plan of insurance,
namely one with a stated face amount and premium level, providing a guaranteed
face amount for a specified number of years, always less than for whole life.
Absent an adjustment to a new plan, at the end of the initial protection
period, there will be a scheduled reduction in the guaranteed face amount;
that face amount will have a whole life plan of insurance, based on continued
payment of your scheduled premiums. A protection plan requires the lowest
initial level of premiums and offers the most insurance protection with the
lowest investment element. The protection plan may be a suitable starting
point for young policy owners who have not reached their peak earning years
but who have substantial life insurance needs.
For any given face amount of insurance, you may select a plan that falls
anywhere between the minimum protection plan and the maximum ten premium
payment whole life plan. The higher the premium you pay, the greater will be
your cash value accumulation at any given time and therefore, for whole life
plans, the shorter the period during which you need to pay premiums before
your Policy becomes paid-up. For example, the table below shows the premium
required for various plans for a standard non-smoker risk, male, age 40 at
issue, insured with a $100,000 VAL '95 Policy.

<TABLE>
<CAPTION>
ANNUAL
PLAN OF INSURANCE PREMIUM
- ----------------- -------
<S> <C>
Minimum--10 year protection plan $ 428
30 year protection plan $ 939
Whole life plan $1,723
Life paid-up at age 70 $1,923
Maximum--10 year, limited payment, whole life plan $3,833
</TABLE>

The flexibility described above with respect to designing your Policy to
suit your needs at issue continues throughout the time the Policy remains in
force by virtue of its adjustability features. As your insurance needs and
personal circumstances change over the years, you may change, subject to the
limitations described herein, the premium and face amount and thus the plan.

Some limitations do apply to policy adjustments, and these limitations are
more fully described in this prospectus. See the heading "Policy Adjustments"
in this prospectus on page 15. Any policy adjustment for a change in premium
must result in a change of the annual premium of at least $100 and any
adjustment to a Policy's face amount generally must result in a change of the
face amount of at least $5,000. Other than an automatic adjustment at the
point when the face amount is scheduled to decrease, an automatic adjustment
made under VAL '95 upon the change to the Cash Option death benefit at the
insured's age 70, or an adjustment to a zero or stop premium, an adjusted
Policy must provide a level face amount of insurance to the next policy
anniversary after the later of: (a) five years from the date of adjustment; or
(b) ten years from the date of policy issue. If the insured's age at original
issue is over 55, the adjusted Policy must provide a level face amount of
insurance to the next policy anniversary after the later of: (a) five years
from the date of adjustment; or (b) a certain number of years from the date of
policy issue, based on the table below:

<TABLE>
<CAPTION>
ISSUE AGE NUMBER OF YEARS
--------- ---------------
<S> <C>
56 9
57 8
58 7
59 6
60 or greater 5
</TABLE>

WHAT MAKES THE POLICY "VARIABLE"?
The Policy is termed "Variable" because unlike traditional whole life and
universal life contracts which provide for accumulations of contract values at
fixed rates determined by the insurance company, Variable Adjustable Life
policy values may be invested in a separate account of ours called the
Minnesota Mutual Variable Life Account ("Variable Life Account"), the sub-
accounts of which invest in corresponding Portfolios of the Fund. Thus, your
policy values invested in

2
<PAGE>

these sub-accounts will reflect market rates of return.
The actual cash value of the Policies, to the extent invested in sub-
accounts of the Variable Life Account, will vary with the investment
experience of the sub-accounts of the Variable Life Account. These have no
guaranteed minimum actual cash value. Therefore, you bear the risk that
adverse investment performance may depreciate your investment in the Policy.
At the same time, the Policy offers you the opportunity to have your actual
cash value appreciate more rapidly than it would under comparable fixed
benefit contracts by virtue of favorable investment performance. In addition,
under some Policies, the death benefit will also increase and decrease (but
not below the guaranteed amount) with investment experience.
Those seeking the traditional insurance protections of a guaranteed cash
value may allocate premiums to the guaranteed principal account. The
guaranteed principal account is a general account option with a guaranteed
accumulation at a fixed rate of interest. While it is more fully described in
the Policy, additional information on this option may be found under the
heading "The Guaranteed Principal Account" in this prospectus on page 11.

WHAT VARIABLE INVESTMENT OPTIONS ARE AVAILABLE?
The Variable Life Account invests in ten Portfolios of the Fund. These offer
policy owners the opportunity to invest in stocks, bonds, mortgage securities
and money market instruments. Policy owners who wish to actively manage the
investment of their actual cash values may direct their funds to the Growth,
Bond, Money Market, Mortgage Securities, Index 500, Capital Appreciation,
International Stock, Small Company and Value Stock Portfolios. We also offer
an Asset Allocation Portfolio, which is designed to offer policy owners who do
not wish to direct their investment the opportunity to have the Fund's
investment adviser make the decisions concerning what percentages of the
assets should be invested in stocks, bonds and money market instruments at any
given time. The investment objectives and certain policies of these Portfolios
of the Fund are as follows:
The GROWTH PORTFOLIO seeks the long-term accumulation of capital. Current
income, while a factor in portfolio selection, is a secondary objective. The
Growth Portfolio will invest primarily in common stocks and other equity
securities. Common stocks are more volatile than debt securities and involve
greater investment risk.
The BOND PORTFOLIO seeks as high a level of long-term total rate of return
as is consistent with prudent investment risk. A secondary objective is to
seek preservation of capital. The Bond Portfolio will invest primarily in
long-term, fixed-income, high-quality debt instruments. The value of debt
securities will tend to rise and fall inversely with the rise and fall of
interest rates.
The MONEY MARKET PORTFOLIO seeks maximum current income to the extent
consistent with liquidity and the preservation of capital. The Money Market
Portfolio will invest in money market instruments and other debt securities
with maturities not exceeding one year. The return produced by these
securities will reflect fluctuations in short-term interest rates.
An investment in the Money Market Portfolio is neither insured nor
guaranteed by the U.S. Government and there can be no assurance that the
Portfolio will be able to maintain a stable net asset value of $1.00 per
share.
The ASSET ALLOCATION PORTFOLIO seeks as high a level of long-term total
rate of return as is consistent with prudent investment risk. The Asset
Allocation Portfolio will invest in common stocks and other equity
securities, bonds and money market instruments. The Asset Allocation
Portfolio involves the risks inherent in stocks and debt securities of
varying maturities and the risk that the Portfolio may invest too much or too
little of its assets in each type of security at any particular time.
The MORTGAGE SECURITIES PORTFOLIO seeks a high level of current income
consistent with prudent investment risk. In pursuit of this objective the
Mortgage Securities Portfolio will follow a policy of investment primarily in
mortgage-related securities. Prices of mortgage-related securities will tend
to rise and fall inversely with the rise and fall of the general level of
interest rates.

3
<PAGE>

The INDEX 500 PORTFOLIO seeks investment results that correspond generally
to the price and yield performance of the common stocks included in the
Standard & Poor's Corporation 500 Composite Stock Price Index (the "Index").
It is designed to provide an economical and convenient means of maintaining a
broad position in the equity market as part of an overall investment
strategy. All common stocks, including those in the Index, involve greater
investment risk than debt securities. The fact that a stock has been included
in the Index affords no assurance against declines in the price or yield
performance of that stock.
The CAPITAL APPRECIATION PORTFOLIO seeks growth of capital. Investments
will be made based upon their potential for capital appreciation. Therefore,
current income will be incidental to the objective of capital growth. Because
of the market risks inherent in any equity investment, the selection of
securities on the basis of their appreciation possibilities cannot ensure
against possible loss in value.
The INTERNATIONAL STOCK PORTFOLIO seeks long-term capital growth. In
pursuit of this objective the International Stock Portfolio will follow a
policy of investing in stocks issued by companies, large and small, and debt
obligations of companies and governments outside the United States. Current
income will be incidental to the objective of capital growth. The Portfolio
is designed for persons seeking international diversification. Investors
should consider carefully the substantial risks involved in investing in
securities issued by companies and governments of foreign nations, which are
in addition to the usual risks inherent in domestic investments.
The SMALL COMPANY PORTFOLIO seeks long-term accumulation of capital. In
pursuit of this objective, the Small Company Portfolio will follow a policy
of investing primarily in common and preferred stocks issued by small
companies, defined in the terms of either market capitalization or gross
revenues. Investments in small companies usually involve greater investment
risks than fixed income securities or corporate equity securities generally.
Small companies will typically have a market capitalization of less than $1.5
billion or annual gross revenues of less than $1.5 billion.
The VALUE STOCK PORTFOLIO seeks long-term accumulation of capital. The
production of income through the holding of dividend paying stocks will be a
secondary objective of the Portfolio. The Value Stock Portfolio will invest
primarily in equity securities of companies which, in the opinion of the
Portfolio's investment adviser, have market values which appear low relative
to their underlying value or future earnings and growth potential.
There is no assurance that any Portfolio will meet its objectives.
Additional information concerning the investment objectives, policies and
risks of the Portfolios can be found in the current prospectus for the Fund,
which is attached to this prospectus.

HOW DO YOU ALLOCATE YOUR NET PREMIUMS?
In your initial policy application, you indicate how you want your net
premiums allocated among the guaranteed principal account and the sub-accounts
of the Variable Life Account. All future net premiums will be allocated in the
same proportion until you send us a written request to change the allocation.
Similarly, you may transfer amounts from one sub-account to another by sending
us a written request or by calling Minnesota Mutual.

WHAT DEATH BENEFIT OPTIONS ARE OFFERED UNDER THE POLICY?
The Policy provides two death benefit options: the Cash Option and the
Protection Option. Your choice will depend on whether you want favorable
investment experience of amounts invested in sub-accounts of the Variable Life
Account to be reflected in accelerated accumulations of actual cash value or
in enhanced life insurance coverage. If investment performance is less than
that assumed in the design of the Policy, the death benefit will still equal
the current face amount.
The Cash Option provides a fixed death benefit equal to the guaranteed face
amount. Favorable investment returns, if any, will be reflected in increased
actual cash values which will, on whole life plans, shorten the premium paying
period. Only if and when the policy value exceeds the net single premium

4
<PAGE>

for the then current face amount will the death benefit vary.
The Protection Option provides a variable death benefit from the issue date
as well as variable actual cash values. Favorable investment returns will be
reflected both in increased life insurance coverage and increased cash value
accumulations, although any increases in actual cash values under the
Protection Option will not be as great as under the Cash Option. With VAL '95,
the Protection Option is only available until the policy anniversary nearest
the insured's age 70. At the policy anniversary nearest the insured's age 70,
the Protection Option is automatically converted to the Cash Option. At that
time we will automatically adjust your Policy. We will retain the current
premium amount, adjust the face amount to equal the death benefit immediately
preceding the adjustment, and waive any adjustment restrictions that would
otherwise apply.

DO YOU HAVE ACCESS TO YOUR POLICY VALUES?
Yes. Your actual cash value is available to you during the insured's
lifetime. You may use the actual cash value to provide retirement income, as
collateral for a loan, to continue some insurance protection if you do not
wish to continue paying premiums or to obtain cash by surrendering your Policy
in full or in part.

You may also borrow up to 90 percent of your policy value as a policy loan.
Each alternative may be subject to conditions described in the Policy or in
this prospectus under the heading "Policy Values" on page 24 and certain
transactions may have tax consequences as described under the heading "Federal
Tax Status" on page 37.

WHAT CHARGES ARE ASSOCIATED WITH THE POLICY?
We assess certain charges from each premium payment, from policy values and
from the amounts held in the Variable Life Account. All of these charges,
which are largely designed to cover our expenses in providing insurance
protection and in distributing and administering the Policies, are fully
described under the heading "Policy Charges" in this prospectus on page 30.
Because of the significance of these charges in early policy years,
prospective purchasers should purchase a Policy only if they intend to and
have the financial capacity to keep it in force for a substantial period.
Against base premiums we deduct a basic sales load of 7 percent and we may
also deduct a first year sales load not to exceed 23 percent. We also deduct
from premiums an underwriting charge, a premium tax charge of 2.5 percent and
a face amount guarantee charge of 1.5 percent. Nonrepeating premiums are
currently subject only to the premium tax charge.
Against the actual cash value of a Policy we deduct an administration charge
of $60 per year, a transaction charge for each Policy adjustment and a cost of
insurance charge.
Against the assets held in the Variable Life Account we assess a mortality
and expense risk charge which is deducted from the Variable Life Account
assets on each valuation date at an annual rate of .50 percent of the Variable
Life Account average daily net assets.
With VAL '87, a charge for sub-standard risks is deducted from the actual
cash value of a Policy, With VAL '95, a charge for sub-standard risks is
deducted from the premium.

Advantus Capital Management, Inc., one of our subsidiaries, acts as the
investment adviser to the Fund and also deducts from the asset value of each
Portfolio of the Fund a fee for its services which are provided under an
investment advisory agreement. The investment advisory agreement provides that
the fee shall be computed at a maximum annual rate of .4 percent of the Index
500 Portfolio, .75 percent of the Capital Appreciation, Small Company and
Value Stock Portfolios, 1.0 percent of the International Stock Portfolio and
.5 percent of each of the remaining Portfolio's average daily net assets.

For more information about the Fund, see the prospectus of Advantus Series
Fund, Inc. which is attached to this prospectus.
ARE THE BENEFITS UNDER A POLICY SUBJECT TO FEDERAL INCOME TAX?
With respect to a Policy issued on the basis of a standard premium class, we
believe that such a Policy should qualify as a life insurance contract for
Federal income tax purposes. With respect to a Policy issued on a sub-standard
basis, it is not clear whether or not such a Policy would qualify as a life
insurance contract for Federal tax purposes. Assuming that a Policy qualifies
as a life insurance contract for Federal income tax

5
<PAGE>

purposes, the benefits under Policies described in this prospectus should
receive the same tax treatment under the Internal Revenue Code of 1986 as
benefits under traditional fixed benefit life insurance policies. Thus, death
proceeds payable under variable life insurance policies should be excludable
from the beneficiary's gross income for Federal income tax purposes. It is
also believed that you should not be in constructive receipt of the cash
values of your Policy until actual distribution. See the heading "Federal Tax
Status" in this prospectus on page 37.
It should be noted, however, that under recent legislation the tax treatment
described above relating to distributions is available only for policies not
described as "modified endowment contracts." Policies described as modified
endowment contracts are treated as life insurance with respect to the tax
treatment of death proceeds and the tax-free inside build-up of yearly cash
value increases. However, any amounts received by the owner, such as
dividends, cash withdrawals, loans and amounts received from partial or total
surrender of the contract will be subject to the same tax treatment as amounts
received under an annuity. Annuity tax treatment includes the ten percent
additional income tax imposed on the portion of any distribution that is
included in income, except where the distribution or loan is made on or after
the policy owner attains age 59 1/2, is attributable to the policy owner
becoming disabled, or is part of a series of substantially equal periodic
payments for the life of the policy owner or the joint lives of the policy
owner and beneficiary.
A determination as to whether a policy is a modified endowment contract and
subject to this special tax treatment will require an examination of the
premium paid in relation to the death benefit of the policy. A modified
endowment contract results if the cumulative premiums during the first seven
contract years exceed the sum of the net level premiums which would be paid
under a seven-pay life policy. In addition, a policy which is subject to a
material change will be treated as a new policy on the date that such a
material change takes effect. A determination must be made at that time to
test whether such a policy meets the seven-pay standard by taking into account
the previously existing cash surrender value.

HOW DO YOU PURCHASE A POLICY?

To be eligible to purchase a Policy the insured must be no more than age 85,
satisfy our underwriting standards and the Policy must have a face amount of
at least $50,000. The procedure to purchase a Policy is to complete an
application, provide us with evidence of insurability satisfactory to us and
pay your first scheduled premium. See the heading "Applications and Policy
Issue" in this prospectus on page 19.

For a limited time after your application for the Policy and delivery of it,
the Policy may be returned for a refund of all premium payments within the
terms of its "free look" provision. See the heading "Free Look" in this
prospectus on page 30. Moreover, while the Policy is in force and the premiums
fully paid and prior to the death of the insured, it may be converted to any
adjustable life policy with a fixed death benefit and fixed cash values which
we may then offer. On conversion, the issue age and risk class of the insured
shall be as stated in this Policy. For VAL '95, this conversion privilege is
only available during the first 24 months from the original policy date, but
comparable fixed insurance coverage can be obtained after 24 months from the
original policy date by transferring all of the policy value to the guaranteed
principal account and thereafter allocating all premiums to that account.

6
<PAGE>

CONDENSED FINANCIAL INFORMATION
The financial statements of The Minnesota Mutual Life Insurance Company and
of Minnesota Mutual Variable Life Account may be found elsewhere in this
prospectus.

The table below gives per unit information about the financial history of
each sub-account from the inception of each to December 31, 1996. This
information should be read in conjunction with the financial statements and
related notes of Minnesota Mutual Variable Life Account included in this
prospectus.

<TABLE>
<CAPTION>
PERIOD FROM
JUNE 1, 1987
(COMMENCEMENT
OF
YEAR ENDED DECEMBER 31, OPERATIONS)
----------------------------------------------------------------------------------------- TO DECEMBER
1996 1995 1994 1993 1992 1991 1990 1989 1988 31, 1987
---------- ---------- ---------- ---------- --------- --------- --------- ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Growth Sub-Ac-
count:
Unit value at
beginning of pe-
riod $2.218 $1.794 $1.788 $1.718 $1.647 $1.234 $1.237 $0.987 $0.859 $1.000
Unit value at
end of period $2.586 $2.218 $1.794 $1.788 $1.718 $1.647 $1.234 $1.237 $0.987 $0.859
Number of units
outstanding at
end of period 16,176,371 12,822,494 9,964,217 6,671,352 3,703,167 1,251,845 511,276 257,995 98,047 11,899
Bond Sub-Ac-
count:
Unit value at
beginning of pe-
riod $1.946 $1.634 $1.720 $1.567 $1.477 $1.262 $1.184 $1.056 $0.994 $1.000
Unit value at
end of period $1.994 $1.946 $1.634 $1.720 $1.567 $1.477 $1.262 $1.184 $1.056 $0.994
Number of units
outstanding at
end of period 7,366,222 5,340,539 3,659,230 2,240,344 1,281,711 654,954 484,684 247,525 93,351 8,295
Money Market
Sub-Account:
Unit value at
beginning of pe-
riod $1.518 $1.447 $1.403 $1.373 $1.337 $1.274 $1.188 $1.100 $1.038 $1.000
Unit value at
end of period $1.585 $1.518 $1.447 $1.403 $1.373 $1.337 $1.274 $1.188 $1.100 $1.038
Number of units
outstanding at
end of period 4,082,791 3,509,791 2,920,337 1,849,721 1,167,590 536,680 341,717 141,494 41,617 2,814
Asset Allocation
Sub-Account:
Unit value at
beginning of pe-
riod $2.231 $1.793 $1.828 $1.726 $1.617 $1.261 $1.223 $1.022 $0.927 $1.000
Unit value at
end of period $2.497 $2.231 $1.793 $1.828 $1.726 $1.617 $1.261 $1.223 $1.022 $0.927
Number of units
outstanding at
end of period 32,104,595 27,633,273 23,769,797 18,341,417 8,943,507 2,587,520 1,202,183 408,152 181,732 62,173
Mortgage Securi-
ties
Sub-Account:
Unit value at
beginning of pe-
riod $2.032 $1.731 $1.800 $1.656 $1.564 $1.352 $1.242 $1.100 $0.998 $1.000
Unit value at
end of period $2.128 $2.032 $1.731 $1.800 $1.656 $1.564 $1.352 $1.242 $1.100 $0.998
Number of units
outstanding at
end of period 4,175,648 3,616,256 3,250,971 2,419,453 1,471,984 555,964 241,631 95,633 32,351 4,520
Index 500 Sub-
Account:
Unit value at
beginning of pe-
riod $2.421 $1.778 $1.766 $1.617 $1.514 $1.173 $1.226 $0.945 $0.819 $1.000
Unit value at
end of period $2.930 $2.421 $1.778 $1.766 $1.617 $1.514 $1.173 $1.226 $0.945 $0.819
Number of units
outstanding at
end of period 17,250,529 11,917,281 8,997,722 6,074,831 4,026,796 1,307,951 658,612 237,854 37,484 5,936
</TABLE>

7
<PAGE>

* 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.

** 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.

*** 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.

8
<PAGE>

GENERAL DESCRIPTIONS

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

We are a mutual life insurance company organized in 1880 under the laws of
Minnesota. Our home office is at 400 Robert Street North, St. Paul, Minnesota
55101-2098, telephone: (612) 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.

VARIABLE LIFE ACCOUNT
A separate account called the Minnesota Mutual Variable Life Account was
established on October 21, 1985, by our Board of Trustees in accordance with
certain provisions of the Minnesota insurance law. The separate account is
registered as a "unit investment trust" with the Securities and Exchange
Commission under the Investment Company Act of 1940, but such registration does
not signify that the Securities and Exchange Commission supervises the
management, or the investment practices or policies, of the Variable Life
Account. The separate account meets the definition of a "separate account"
under the federal securities laws.
We are the legal owner of the assets in the Variable Life Account. The
obligations to policy owners and beneficiaries arising under the Policies are
general corporate obligations of Minnesota Mutual and thus our general assets
back the Policies. The Minnesota law under which the Variable Life Account was
established provides that the assets of the Variable Life Account shall not be
chargeable with liabilities arising out of any other business which we may
conduct, but shall be held and applied exclusively to the benefit of the
holders of those variable life insurance policies for which the separate
account was established. The investment performance of the Variable Life
Account is entirely independent of both the investment performance of our
General Account and of any other separate account which we may have established
or may later establish.
The Variable Life Account currently has ten sub-accounts to which policy
owners may allocate premiums. Each sub-account invests in shares of a
corresponding Portfolio of the Fund.

ADVANTUS SERIES FUND, INC.

The Variable Life Account currently invests exclusively in Advantus Series
Fund, Inc. (the "Fund"), a mutual fund of the series type. Prior to May 1,
1997, the name of the Fund was "MIMLIC Series Fund, Inc." On January 14, 1997,
the Fund's Board of Directors approved an amendment of the Fund's Articles of
Incorporation for the purpose of changing the name of the Fund to "Advantus
Series Fund, Inc." effective May 1, 1997. The purpose of the name change is to
provide the Fund with a more distinctive name which may provide greater
visibility and name recognition, which reflects the name of its adviser, and
which may provide additional marketing opportunities for variable contracts
investing in shares of the Fund. The change in the Fund's name will not result
in any change in investment objectives, policies or practices for the Fund or
any of its Portfolios. The Fund is registered with the Securities and Exchange
Commission as a diversified, open-end management investment company, but such
registration does not signify that the Commission supervises the management, or
the investment practices or policies, of the Fund. The Fund issues its shares,
continually and without sales charge, only to us and certain of our separate
accounts including the Variable Life Account. Shares are sold and redeemed at
net asset value.

The Fund's investment adviser is Advantus Capital Management, Inc. ("Advantus
Capital"). Advantus Capital is a wholly-owned subsidiary of MIMLIC Asset
Management Company ("MIMLIC Management") which, prior to May 1, 1997, served as
investment adviser to the Fund. MIMLIC Management is a wholly-owned subsidiary
of Minnesota Mutual. The same portfolio managers and other personnel who
previously provided investment advisory services to the Fund through MIMLIC
Management continue to provide the same services through Advantus Capital. It
acts as an investment adviser to the Fund pursuant to an advisory agreement.

9
<PAGE>

While Advantus Capital acts as investment adviser to the Fund and its
Portfolios, Winslow Capital Management, Inc., a Minnesota corporation with
principal offices in Minneapolis, Minnesota, has been retained under an
investment sub-advisory agreement to provide investment advice to the Capital
Appreciation Portfolio of the Fund. Similarly, Templeton Investment Counsel,
Inc., a Florida corporation with principal offices in Fort Lauderdale, has been
retained under an investment sub-advisory agreement to provide investment
advice to the International Stock Portfolio of the Fund.

The Fund currently has twenty investment Portfolios, ten of which are
available to the Variable Life Account. A series of the Fund's common stock is
issued for each Portfolio. The assets of each Portfolio are separate from the
others and each has different investment objectives and policies. Therefore,
each Portfolio operates as a separate investment fund and the investment
performance of one has no effect on the investment performance of any other
Portfolio.
All dividends and capital gains distributions from the Portfolios are
automatically reinvested in shares of that Portfolio at net asset value.
For more information on the Fund and its Portfolios, see "Summary--What
investment
options are available?" in this prospectus and

the prospectus of the Advantus Series Fund, Inc. which is attached to this
prospectus.

ADDITIONS, DELETIONS OR SUBSTITUTIONS
We reserve the right to add, combine or remove any sub-accounts of the
Variable Life Account when permitted by law. Each additional sub-account will
purchase shares in a new portfolio or mutual fund. Such sub-accounts may be
established when, in our sole discretion, marketing, tax, investment or other
conditions warrant such action. We will use similar considerations should there
be a determination to eliminate one or more of the sub-accounts of the Variable
Life Account. The addition of any investment option will be made available to
existing policy owners on such basis as may be determined by us.
We retain the right, subject to any applicable law, to make substitutions
with respect to the investments of the sub-accounts of the Variable Life
Account. If investment in a Fund Portfolio should no longer be possible or if
we determine it becomes inappropriate for Policies of this class, we may
substitute another mutual fund or portfolio for a sub-account. Substitution may
be made with respect to existing policy values and future premium payments. A
substitution may be made only with any necessary approval of the Securities and
Exchange Commission.
We reserve the right to transfer assets of the Variable Life Account as
determined by us to be associated with the Policies to another separate
account. A transfer of this kind may require the approvals of state regulatory
authorities and of the Securities and Exchange Commission.
We also reserve the right, when permitted by law, to de-register the Variable
Life Account under the Investment Company Act of 1940, to restrict or eliminate
any voting rights of the policy owners, and to combine the Variable Life
Account with one or more of our other separate accounts.
Shares of the Portfolios of the Fund are also sold to other of our separate
accounts, which are used to receive and invest premiums paid under our variable
annuity contracts and variable life insurance 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 Minnesota Mutual nor the Fund currently
foresees any such disadvantages either to variable life insurance policy owners
or to variable annuity contract owners, the Fund's Board of Directors intends
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. Such 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, (1) changes in state
insurance laws, (2) changes in Federal income tax laws, (3) changes in the
investment management of any of the Portfolios of the Fund, or (4) differences
in voting instructions between those given by policy owners and those given by
contract owners.

SELECTION OF SUB-ACCOUNTS
Although the purpose of the Policy is primarily to provide lifetime life
insurance

10
<PAGE>

protection, a central objective is to provide benefits that will increase in
value if favorable investment results are achieved. Historically, for
investments held over relatively long periods, the investment performance of
common stocks has generally been superior to that of long-term or short-term
debt securities, even though common stocks have been subject to more dramatic
changes in value over short periods of time. Accordingly, the common stock
sub-accounts, growth or value, may be the more desirable option for policy
owners who are willing to accept such short-term risks. The selection of the
aggressive growth sub-account and the small company sub-account will tend to
magnify such risks, as will the international stock sub-account, while the
selection of the index sub-account will tend to match those risks with the
performance of those common stocks included in the underlying index.
On the other hand, the experience of the recent past has been sharply
divergent from the long-term historical record. Since 1980 short-term interest
rates have been, for a time, at a historically high level and for some period
the prices of a diversified portfolio of equity securities were declining
during a period when the cost of living was rising. The value of long-term
bonds and mortgage securities have fallen and risen to a much greater extent
than in the past.
Some policy owners, who desire the greatest safety of principal, may prefer
the

money market sub-account, recognizing that the level of short-term rates may
change rather rapidly. Some policy owners may wish to divide their funds among
two or more sub-accounts. Some may wish to rely on Advantus Capital's judgment
for an appropriate asset mix by choosing the asset allocation sub-account. You
must make a choice, taking into account how willing you might be to accept
investment risks and the manner in which your other assets are invested.

THE GUARANTEED PRINCIPAL ACCOUNT
The guaranteed principal account is a general account option. You may
allocate net premiums and may transfer your actual cash value subject to
Policy limitations to the guaranteed principal account which is part of
Minnesota Mutual's general account.
Because of exemptive and exclusionary provisions, interests in Minnesota
Mutual's general account have not been registered under the Securities Act of
1933, and the general account has not been registered as an investment company
under the Investment Company Act of 1940. Therefore, neither the guaranteed
principal account nor any interest therein are subject to the provisions of
these Acts, and Minnesota Mutual has been advised that the staff of the SEC
does not review disclosures relating to it. Disclosures regarding the
guaranteed principal account may, however, be subject to certain generally
applicable provisions of the Federal Securities Laws relating to the accuracy
and completeness of statements made in prospectuses.
This prospectus describes a Variable Adjustable Life insurance policy and is
generally intended to serve as a disclosure document only for the aspects of
the Policy relating to the sub-accounts of the Variable Life Account. For
complete details regarding the guaranteed principal account, please see the
Variable Adjustable Life Policy.
GENERAL DESCRIPTION Minnesota Mutual's general account consists of all assets
owned by Minnesota Mutual other than those in the Variable Life Account and
any other separate accounts which Minnesota Mutual may establish. The
guaranteed principal account is that portion of the general assets of
Minnesota Mutual which is attributable to this Policy and policies of this
class, exclusive of policy loans. The description is for accounting purposes
only and does not represent a division of the general account assets for the
specific benefit of contracts of this class. Allocations to the guaranteed
principal account become part of the general assets of Minnesota Mutual and
are used to support insurance and annuity obligations. Subject to applicable
law, Minnesota Mutual has sole discretion over the investment of assets of the
general account. Policy owners do not share in the actual investment
experience of the assets in the general account.
A portion or all the net premiums may be allocated or transferred to
accumulate at a fixed rate of interest in the guaranteed principal account.
Such amounts are guaranteed by Minnesota Mutual as to principal and a minimum
rate of interest. Transfers from the guaranteed principal account to the sub-
accounts of the Variable Life Account are subject to certain limitations with
respect to timing and amount.

11
<PAGE>

DETAILED INFORMATION ABOUT THE
VARIABLE ADJUSTABLE LIFE INSURANCE POLICY

GENERAL ACCOUNT VALUE Minnesota Mutual bears the full investment risk for
amounts allocated to the guaranteed principal account and guarantees that
interest credited to each policy owner's actual cash value in the guaranteed
principal account will not be less than an annual rate of 4 percent without
regard to the actual investment experience of the general account.
Consequently, if a policy owner allocates all net premiums only to the
guaranteed principal account, and if all scheduled premiums are paid when due,
there is no policy adjustment, and we deduct the maximum cost of insurance
charges and all other charges as set forth in this Policy, then the actual
cash value will be at least equal to the tabular cash value of the Policy.
Minnesota Mutual may, at its sole discretion, credit a higher rate of
interest, "excess interest," although it is not obligated to credit interest
in excess of 4 percent per year, and might not do so. Any interest credited on
the Policy's actual cash value in the guaranteed principal account in excess
of the guaranteed minimum rate per year will be determined at the sole
discretion of Minnesota Mutual. The policy owner assumes the risk that
interest credited may not exceed the guaranteed minimum rate.
Even if excess interest is credited to the actual cash value in the
guaranteed principal account, no excess interest will be credited to
that portion of the policy value which is in the
loan account in the general account. However,
such loan account will be credited interest at a rate which is not less than
the policy loan interest rate minus 2 percent per annum.

FLEXIBILITY AT ISSUE
This Policy is similar to a Minnesota Mutual conventional life insurance
product known as "adjustable life". This Policy, like conventional adjustable
life insurance, permits you to determine the amount of life insurance
protection you need and the amount of money you can afford to pay. Based on
your selection of any two of the three components of a Policy--face amount,
premium and plan--we will then calculate the third. Thus, adjustable life
allows you the flexibility to custom-design a Policy to meet your needs.
Theoretically, each Policy can be unique because of the different combinations
of age, amount of life insurance protection and premium. In addition,
adjustable life is designed to adapt to your changing needs and objectives by
allowing you to change your Policy after issue. The face amount and premium
level, and thus the plan of insurance, may be adjusted by you, subject to the
limitations described herein, so long as the Policy remains in force.
The Policy offered by this prospectus provides the same type of flexibility
found in conventional adjustable life. Subject to certain minimums, maximums
and our underwriting standards, you may choose any level of premium or face
amount that you wish. Based on the premium and the initial face amount you
choose, we will calculate the tabular cash value which results from using the
guaranteed mortality and assumed rate of return in the Policy. The pattern of
tabular cash values and the resulting schedule of face amount and premiums
define the guaranteed plan of insurance.

WHOLE LIFE INSURANCE PLANS Whole life insurance plans provide life insurance
in an amount at least equal to the initial face amount at the death of the
insured whenever that occurs. Premiums may be payable for a specified number
of years or for the life of the insured. Whole life insurance plans assume an
eventual tabular cash value accumulation,
at or before the insured's age 100, equal to the net single premium required
for that face amount of insurance. The net single premium for a whole life
insurance plan is the amount of money that is necessary, at the insured's
attained age, to pay for all future guaranteed cost of insurance charges for
the entire lifetime of the insured without the payment of additional premium.
Under the Policy, the highest premium amount permitted at the time of issue,
or the maximum plan of insurance, for a specific face amount is one which will
provide a fully paid-up Policy after the payment of ten annual premium
payments. A Policy becomes paid-up at an anniversary when its policy value
exceeds a net single premium for the then current face amount.
Examples of whole life plans include Policies which become paid-up upon the

12
<PAGE>

payment of a designated number of annual premiums, such as ten pay life or
twenty pay life, or Policies which become paid-up at a designated age of the
insured, such as paid-up at 65. If you select a premium level for a specific
face amount which would cause the Policy to become paid-up at other than a
policy anniversary, you will be required to pay scheduled premiums until the
policy anniversary immediately following the date the Policy is scheduled to
become paid-up. The Policy will be issued with a scheduled increase in face
amount to reflect the fact that the scheduled premiums were in excess of the
premiums required to have a paid-up Policy for the initial face amount of
coverage.

PROTECTION INSURANCE PLANS Protection insurance plans provide life insurance
in an amount at least equal to the initial face amount for a specified period.
Premiums will be payable for the life of the insured or to age 100. Protection
plans of insurance assume the exhaustion of the tabular cash value at the end
of the initial protection period. At the end of this period, the insurance
coverage will not terminate, but will be guaranteed at a reduced amount
thereafter for life. This is called the scheduled reduction in face amount. At
the time of the scheduled reduction, the reduced amount of insurance will be
calculated on the basis of the continued payment of the scheduled premiums and
a whole life plan of insurance. Thus, a Policy with a protection plan of
insurance at issue, will have an initial guaranteed death benefit extending to
a stated age and a lower death benefit guaranteed thereafter for the life of
the insured.
If, at the time of a scheduled reduction in face amount under a protection
type plan of
insurance, the policy value has not been
exhausted, a new face amount will be determined to reflect that value. The new
face amount will also be based upon the continued payment of the scheduled
premium and a whole life plan of insurance. Because the existing policy value,
if any, is used in determining the new face amount, there is no loss of
benefits realized from:

(1) Previous investment performance more favorable than the assumed annual net
rate of 4 percent, or

(2) Any cost of insurance charges less than those assumed in the mortality
tables
on which tabular cash values are based.

At the time of a scheduled reduction in face amount under a protection type
plan absent any other instructions, a policy adjustment will be made to
maintain the current face amount of the Policy. For the kinds of changes
available under the Policies, please see the heading "Policy Adjustments"
immediately following. This will result in the recalculation of the plan of
insurance.
For example, if a standard risk VAL '95 Policy were issued with a face
amount of $100,000 and an annual premium of $926, the plan of insurance for a
male non-smoker insured age 45 at issue would be full coverage until age 65,
at which time the face amount would be reduced to $14,701 guaranteed for the
whole of life. If we assume a hypothetical gross annual investment return of 8
percent, the Cash Option death benefit, current mortality charges, no loans,
and no policy adjustments, the policy value of the Policy at age 65 would be
$16,125. Based on this policy value, a whole life plan, and the continued
payment of the $926 premium, the face amount would be reduced to $42,607
guaranteed thereafter for the whole of life.
The table below shows the policy values and death benefits for the Policy
described in the above example, if the scheduled reduction is allowed to
occur, which is twenty years after issue.

13
<PAGE>

SCHEDULED REDUCTION

<TABLE>
<CAPTION>
GUARANTEED
POLICY DEATH MINIMUM
VALUE BENEFIT DEATH
POLICY ATTAINED ANNUAL END OF BEGINNING BENEFIT AT
YEAR AGE PREMIUM YEAR OF YEAR ISSUE
- ------ -------- ------- ------ --------- ----------
<S> <C> <C> <C> <C> <C>
5 50 $926 $ 2,088 $100,000 $100,000
10 55 926 5,921 100,000 100,000
15 60 926 10,807 100,000 100,000
20 65 926 16,125 100,000 100,000
21 66 926 17,824 42,607 14,701
22 67 926 19,640 42,607 14,701
23 68 926 21,587 42,607 14,701
24 69 926 23,680 42,607 14,701
25 70 926 25,938 42,607 14,701
</TABLE>

Alternately, for the VAL '95 Policy above we will make a policy adjustment
effective the same date as the scheduled reduction to maintain the $100,000
face amount and the $926 premium. The new guaranteed plan of insurance would
be full coverage until age 74, at which time the face amount would be reduced
to not less than $9,756, again with the face amount guaranteed for the whole
of life.
The following table shows the policy values and death benefits when a policy
adjustment to maintain the initial face amount is automatically done after
twenty years.

POLICY ADJUSTMENT

<TABLE>
<CAPTION>
GUARANTEED
POLICY DEATH MINIMUM
VALUE BENEFIT DEATH
POLICY ATTAINED ANNUAL END OF BEGINNING BENEFIT
YEAR AGE PREMIUM YEAR OF YEAR ADJUSTMENT
- ------ -------- ------- ------ --------- ----------
<S> <C> <C> <C> <C> <C>
5 50 $926 $ 2,088 $100,000 $100,000
10 55 926 5,921 100,000 100,000
15 60 926 10,807 100,000 100,000
20 65 926 16,125 100,000 100,000
21 66 926 17,171 100,000 100,000
22 67 926 18,210 100,000 100,000
23 68 926 19,245 100,000 100,000
24 69 926 20,275 100,000 100,000
25 70 926 21,301 100,000 100,000
</TABLE>

The lowest annual base premium allowed for any plan of insurance is $300.
Subject to this limitation, the lowest premium you may choose for any specific
amount of life insurance protection is a premium which will provide a level
death benefit for a period which shall be the longer of ten years from the
policy issue date or five years from the date of a policy adjustment. If the
insured's age at original issue is over age 55, the minimum plan of protection
will be less than ten years, as described in the table below:

<TABLE>
<CAPTION>
MINIMUM PLAN
ISSUE AGE (IN YEARS)
- ------------- ------------
<S> <C>
56 9
57 8
58 7
59 6
60 or greater 5
</TABLE>

14
<PAGE>

This is the minimum plan of insurance for any given face amount. The minimum
initial face amount on a Policy is $50,000.

POLICY ADJUSTMENTS
Adjustable life insurance policies allow an owner to change the premium,
face amount or the plan of insurance of the Policy after it is issued. Subject
to the limitations described more fully below, you can at any time change the
face amount of your Policy or your scheduled premium. A change in scheduled
premium or face amount will usually result in a change in the plan of
insurance. Depending upon the change you request, the premium paying period
may be lengthened or shortened for whole life plans or the plan may be
converted from a whole life plan to a protection type plan which provides for
a
scheduled reduction in face amount at a
future date. For Policies having a protection type plan, a change in face
amount or premium may convert the Policy to a whole life plan by eliminating
the scheduled decrease in face amount or it may change the time at which the
decrease is scheduled to occur.

Changes in premium, face amount or the plan of insurance are referred to as
policy adjustments. They may be made singly or in combination with one
another. There are also four other types of policy adjustments: (1) a partial
surrender of a Policy's cash value; (2) an adjustment so that there are no
further scheduled base premiums; (3) an automatic adjustment at the point when
the face amount is scheduled to decrease; and (4) an automatic adjustment made
under VAL '95 upon the change in the death benefit option at the policy
anniversary nearest the insured's age 70. When a Policy is adjusted, we
compute a new plan of insurance, face amount or premium amount, if any. If a
partial surrender of actual cash value is made, the Policy will be
automatically adjusted to a new face amount which will be equal to the old
face amount less the amount of the partial surrender, unless a different face
amount is requested or required to satisfy the restrictions on adjustability
described below. An adjustment providing for no further scheduled base premium
payments, regardless of whether the Policy is paid-up, is also referred to as
a "stop premium" mode and is described under the caption "Avoiding Lapse" on
page 23 of this prospectus. At the point when the face amount is scheduled to

decrease, an adjustment may be made to
maintain the current face amount and premium of the Policy, as described on
page 17. Certain adjustments may cause a Policy to become a modified endowment
contract. See "Federal Tax Status" for a description of the federal tax
treatment of modified endowment contracts.

In computing either a new face amount or new plan of insurance as a result
of an adjustment, we will make the calculation on the basis of the higher of
the Policy's "policy value" or its "tabular cash value" at the time of the
change. The "policy value" is the actual cash value of the Policy plus the
amount of any policy loan, while the "tabular cash value" is what the actual
cash value of the Policy would have been if all scheduled premiums were paid
annually on the premium due date, there were no policy adjustments or policy
loans, any percentage increase in the actual cash value matched the Policy's
assumed rate of return, the net investment experience of the sub-accounts
selected by the owner or the interest credited to the guaranteed principal
account matched the policy's assumed rate of return, the maximum cost of
insurance charges were deducted once at the end of the policy year and other
charges provided for in the Policy were deducted. See, for a further
description of these values, the sections "Policy Values" and "Variations in
Death Benefit" in this prospectus on pages 24 and 27. If the policy value is
higher than the tabular cash value, a policy adjustment will translate the
excess value into enhanced insurance coverage, as either a higher face amount
or an improved plan of insurance. If the policy value is less than the tabular
cash value, use of the tabular cash value insures that the Policy's guarantee
of a minimum death benefit is not impaired by the adjustment.

Any adjustment will result in a redetermination of a Policy's tabular cash
value. For a further discussion of the tabular cash value, see the heading
"Variations in Death Benefit" in this prospectus on page 27. After adjustment,
the tabular cash value shall be equal to the greater of the policy value or
the tabular cash value prior to that adjustment, plus any nonrepeating premium
paid at the time of the adjustment and minus
the amount of any partial surrender made at the time of the adjustment.

15
<PAGE>

On adjustment, you may request a new Policy face amount. In the absence of
instructions to the contrary, we will calculate the face amount after
adjustment depending on the Policy's death benefit option, the type of
adjustment, and whether the Policy is a VAL '95 or a VAL '87. With both VAL
'87 and VAL '95, if the Policy has the Cash Option death benefit the new face
amount will be equal to the face amount of the Policy less the amount of any
partial surrender made as part of the adjustment. With a VAL '87 Policy with
the Protection Option death benefit the face amount after adjustment shall be
equal to the greater of the face amount of the Policy or the death benefit
provided by the Policy immediately prior to the adjustment, less the amount of
any partial surrender made as part of the adjustment. With a VAL '95 Policy
with the Protection Option death benefit the face amount after adjustment will
be equal to the face amount of the Policy immediately prior to the adjustment.
To illustrate the operation of an adjustment, consider a standard risk VAL
'95 Policy issued with a face amount of $100,000 and an annual premium of $926
to a male non-smoker insured age 45. If we assume a hypothetical gross annual
investment return of 8 percent, the Protection Option death benefit, current
mortality charges, no loans, and no policy adjustments, the policy value of
the Policy at age 50 would be $2,073 and the Policy's tabular cash value would
be $1,680. Assume the owner requests a policy adjustment to increase the
scheduled premium to $1,500, but does not specify the face amount. As
described above, we compare the policy value less the charge on adjustment to
the tabular cash value to determine the policy value to be used in the plan of
insurance calculation. In this example, the policy value (less the charge on
adjustment) is greater than the tabular cash value, so the policy value is
used. The tabular cash value is then set equal to the policy value. The policy
adjustment would therefore result in a face amount of $100,000, a scheduled
premium of $1,500, and a plan of insurance of full coverage until age 74, at
which time the face amount would be scheduled to reduce to $14,998.
The table below shows the tabular cash values, policy values and death
benefits for the first ten years of the example described.

<TABLE>
<CAPTION>
END OF YEAR
POLICY ATTAINED ANNUAL TABULAR END OF YEAR BEGINNING OF YEAR
YEAR AGE PREMIUM CASH VALUE POLICY VALUE DEATH BENEFIT
- ------ -------- ------- ----------- ------------ -----------------
<S> <C> <C> <C> <C> <C>
1 46 $ 926 $ 0 $ 13 $100,000
2 47 926 437 475 100,013
3 48 926 865 945 100,475
4 49 926 1,280 1,478 100,948
5 50 926 1,680 2,073 101,478
6 51 1,500 2,842 2,926 102,073
7 52 1,500 3,766 4,045 102,926
8 53 1,500 4,684 5,281 104,045
9 54 1,500 5,591 6,629 105,281
10 55 1,500 6,477 8,082 106,629
</TABLE>

All of these changes may be accomplished under a single Policy. There is no
need to surrender the Policy or purchase a new one simply because of a change
in your insurance needs. Whenever adjustments are made, new policy information
pages will be provided. These pages state the new face amount, scheduled
premium, plan of insurance, attained age and tabular cash value.

NONREPEATING PREMIUMS The Policy also allows a policy owner to pay a premium
called a nonrepeating premium. This payment of premium is in addition to the
scheduled premium payments called for by the terms of the Policy. While the
payment of a nonrepeating premium does not cause an adjustment to the Policy,
any such payment will be reflected in the tabular cash value of the Policy at
issue or upon any later adjustment. The payment of a nonrepeating premium will
increase the policy values you have available for investment in the Fund. With
VAL '95, we may impose additional restrictions or refuse to permit
nonrepeating premiums in our discretion.

RESTRICTIONS ON ADJUSTMENTS Adjustments can be made on any monthly anniversary
of

16
<PAGE>

the policy date. You may request a policy adjustment by completing an
application for adjustment. Adjustments will not apply to any additional
benefit agreements which are attached to your Policy. Any adjustment will be
effective on the date that it is approved by us and recorded at our home
office.
An adjustment must satisfy certain limitations on premiums, face amount and
plan. Other limitations on adjustments and combinations of adjustments may
also apply.
The current limits on adjustments are those described here. We reserve the
right to change these limitations from time to time.

An adjustment may not result in more than a paid-up whole life plan for the
then current face amount. After age 85, increases in face amount requiring
evidence of insurability will not be allowed.
Any adjustment for a change of premium must result in a change of the annual
premium of at least $100. Currently, we will waive this limitation for changes
in premium which are the result of a face amount change under the Cost of
Living Agreement. Any adjustment involving an increase in premium may not
result in a whole life plan of insurance requiring the payment of premiums for
less than ten years or to age 100, if less. In addition, any Policy
adjustment, other than a change to a stop premium, must result in a Policy
with an annual base premium of at least $300.
Any adjustment for a change of the face amount must result in a change of
the face amount of at least $5,000, except for face amount changes which are
the result of a Cost of Living Agreement change, a partial surrender under the
Policy or face amount changes which are required to satisfy limitations
pertaining to plans of insurance.
After adjustment, other than an automatic adjustment at the point when the
face amount is scheduled to decrease, an automatic adjustment made under VAL
'95 upon the change to the Cash Option death benefit at the insured's age 70,
or adjustment to stop premium, the Policy must provide a level face amount of
insurance to the next policy anniversary after the later of: (a) five years
from the date of adjustment; or (b) ten years
from the date of issue. If the insured's age at original issue is over age 55,
the minimum plan of protection will be less than ten years from the policy
issue date, as described on page 14. An automatic adjustment at the point when
the face amount is scheduled to decrease or an adjustment to stop premium
requires that a Policy have an actual cash value at the time of the adjustment
as would be sufficient to keep the Policy in force until the next policy
anniversary.
As an example of the operation of the plan limitation on policy adjustment,
assume a minimum plan VAL '95 Policy issued to a standard non-smoker risk male
at age 40 with a level face amount of $100,000 for a period of ten years
(until age 50) on a protection type plan for an annual premium of $428. Assume
also that the Policy has a policy value equal at all times to its tabular cash
value. If at the end of five years (at age 45) the policy owner wished to
decrease the premium so as to reduce the period before a scheduled reduction
in face amount took place from age 50 to age 49, the adjustment would not be
allowed because a face amount decrease at age 49 would be only four years from
the date of the policy adjustment, and nine years from the date of issue. On
the other hand, if the owner wished to postpone a scheduled reduction in face
amount until age 65 by increasing the premium of the Policy to $835 for the
same initial face amount, the adjustment would be permitted because the face
amount decrease would occur 25 years from the original issue date and 20 years
from the date of adjustment, both periods of time which are within the policy
adjustment limitations on plans of insurance.
The plan limitations apply for each type of adjustment. Consider a situation
similar to the one above except that the Policy has an initial face amount of
$200,000. In that case the annual premium for a minimum plan of ten years
(before the scheduled reduction in face amount) would be $800. If the policy
owner wished to make a partial surrender of $500 at the end of five years, the
surrender would not be permitted without either an increase in premium or a
further reduction in face amount, since the annual premium of $800 would
support the adjusted face amount of $199,500 for only two more years from the
point of adjustment. This resulting plan would be less than the minimum plan
of five years. If the owner elected to increase the premium
in order to maintain the new face amount of $199,500, the new premium would
have to be sufficient to continue the new face amount for an additional five
years from the policy adjustment date.

17
<PAGE>

Similarly, if the owner requested a reduction in face amount below $199,500
in order to satisfy the limitations pertaining to plans of insurance, the new
face amount would have to continue for an additional five years, which is ten
years from the date the Policy was issued. As indicated, a face amount change
made for the purpose of bringing an adjustment into compliance with the plan
limitation will not be subject to the usual minimum face amount change
requirement of $5,000. A partial surrender may often require a reduction in
face amount by more than the amount of the surrender in order to satisfy plan
limitations.
PROOF OF INSURABILITY All adjustments resulting in an increase in face amount
require proof of insurability except for those made pursuant to a face amount
increase agreement attached to the Policy or a Cost of Living Agreement
described below. In addition, proof of insurability is required for partial
surrenders where, at the request of the policy owner, no reduction is made in
the Policy's death benefit. Decreases in face amount or premium and increases
in premium not resulting in any increase in death benefit do not require
evidence of insurability. With VAL '87, the payment of a nonrepeating premium
will require evidence of insurability when the Protection Option death benefit
option is in effect or if the Policy is paid-up at the time of payment. With
VAL '95, we may require evidence of insurability when a nonrepeating premium
is paid if the death benefit of your Policy increases as a result of the
payment of a nonrepeating premium.
CHARGES IN CONNECTION WITH POLICY ADJUSTMENTS In connection with a policy
adjustment, we will make a special $25 charge to cover the administrative
costs associated with processing the adjustment. If, however, the only policy
adjustment is a partial surrender, the transaction charge shall be the lesser
of $25 or 2 percent of the amount surrendered. In addition, because of the
underwriting and selling expenses anticipated for any change resulting in an
increase in premium, we will assess a new first year sales load on any
increase in premium on adjustment. We will also assess an underwriting charge
on any increase in face amount requiring evidence of insurability. See, for a
further description of these charges, the section "Policy Charges" in this
prospectus on page 30. Limiting the first year sales load and underwriting
charge to the
increased premium or face amount is in substance the equivalent of issuing a
new Policy for the increase. A policy adjustment will always be more favorable
than the purchase of a second Policy for the increased amount since there is
no duplication of administrative charges.

18
<PAGE>

The chart below illustrates the kinds of changes that may be made as a
policy adjustment and the effect of each.

IF YOU MAKE THIS IT WILL DO THIS:
KIND OF
ADJUSTMENT,

If you . . .

<TABLE>
<S> <C> <C>
Decrease the current then: a scheduled decrease
face amount.......... while the premium remains in the current face amount,
or the same................... if any, will take place at
Retain the current an increased age of the
face amount.......... while the premium increases insured; a scheduled
decrease in the face amount
will be eliminated; or the
premium paying period will
be shortened.

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

If you . . .

Increase the current then: a scheduled decrease
face amount.......... with no increase in premium in the current face amount,
or if any, will take place at
Retain the current a decreased age of the
face amount.......... while the premium insured; a scheduled
or decreases.................. decrease in the face amount
Make a partial will occur; or the premium
surrender............ while the premium and face paying period will be
amount remain the same..... lengthened.

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

If you . . .
Stop base premium.... while the face amount then: a scheduled decrease
remains the same........... in the current face amount, if
any, will take place at a
decreased age of the insured
and no insurance will be
provided after the decrease;
or, a scheduled decrease in the
face amount will occur.
However, for VAL '95, you must
continue to pay the charge for
a sub-standard risk, or your
Policy will lapse.
</TABLE>

You may request a description of the effect of other types or combinations
of adjustments from us.

APPLICATIONS AND POLICY ISSUE
Persons wishing to purchase a Policy must send a completed application to us
at our home office. The minimum face amount we will issue on a Policy is
$50,000 and we require an annual base premium on each Policy of at least $300.
The minimum plan of insurance at policy issue is a protection plan which has a
level death benefit for a period of ten years. If the insured's age at
original issue is over age 55, the minimum plan of protection will be less
than ten years from the Policy issue date, as described on page 14. The Policy
must be issued on an insured

19
<PAGE>

no more than age 85. Before issuing any Policy, we require evidence of
insurability satisfactory to us, which in some cases will require a medical
examination. Persons who satisfy the underwriting requirements are offered the
most favorable premium rates, while a higher premium is charged to persons
with a greater mortality risk. Acceptance of an application is subject to our
underwriting rules and we reserve the right to reject an application for any
reason.
If we accept an application, accompanied by a check for all or at least one-
twelfth of the annual premium, the policy date will be the issue date, which
is the date the decision to accept the application and issue the Policy is
made. The policy date will be used to determine subsequent policy
anniversaries and premium due dates.

If we accept an application not accompanied by a check for the initial
premium, a Policy will be issued with a policy date which is 15 days after the
issue date. The 15 day period has been determined to be the normal time during
which delivery of the Policy to the policy owner is expected to occur. We or
our agent must receive the initial premium within 60 days after the issue
date. No life insurance coverage is provided until the initial premium is
paid. If the initial premium is paid after the policy date (and the policy
date is not changed as described below), you will have paid for insurance
coverage during a period when no coverage was in force. Therefore, in such
circumstance you should consider requesting a current policy date, i.e., the
date on which our home office receives the premium. You will be sent updated
policy pages to reflect the change in policy date. This request should be made
at or prior to the time you pay the initial premium.
In certain circumstances it may be to your advantage to have the policy date
be the same as the issue date in order to preserve an issue age on which
premium rates are based. In that case, all premiums due between the issue date
and the date of delivery of the Policy must be paid on delivery.
When the Policy is issued, the face amount, premium, tabular cash values and
a listing of any supplemental agreements are stated on the policy information
pages of the policy form, page 1.

POLICY PREMIUMS
The Policies have a level premium throughout the life of the insured or
until the Policy becomes paid-up. We guarantee that we will not increase the
amount of premiums for a Policy in force. Subject to the limitations discussed
under the heading "Restrictions on Adjustments" in this prospectus on page 16,
you may choose to adjust the Policy at any time and alter the amount of future
premiums.
In addition to scheduled premiums, you may pay a nonrepeating premium. For
VAL '95, we may refuse to accept a nonrepeating premium. The maximum
nonrepeating premium we will accept is the amount sufficient to change your
Policy to a paid-up whole life policy for the then current face amount. The
minimum nonrepeating premium is $500. We will waive this minimum amount for
nonrepeating premiums if you make arrangements for the payment of a
nonrepeating premium through an automatic bank check plan and the amount of
each such payment under that plan is an amount of at least $200. We will bill
for nonrepeating premiums in connection with Policies having a minimum base
premium of at least $2,400. The minimum nonrepeating premium in those
circumstances remains at $500. With VAL '95 we may impose additional
restrictions or refuse to permit nonrepeating premiums in our discretion.

The payment of a nonrepeating premium may have Federal income tax
consequences. See the heading "Federal Tax Status" in this prospectus on page
37.
The amount of premium required for a Policy will depend on the Policy's
initial face amount, the plan of insurance, the insured's age at issue, sex,
risk classification, smoking status and the additional benefits associated
with the Policy.
The first premium is due as of the policy date and must be paid on or before
the date your Policy is delivered. Between the date we receive an initial
premium for the Policy, either a full first premium or a partial premium, and
the date insurance coverage commences under the Policy, the life of the
insured may be covered under the terms of a conditional insurance agreement.
All scheduled premiums after the first premium are payable on or before the
date they are due and must be mailed to us at our home office. In some cases,
you may elect to have premiums paid automatically under our

20
<PAGE>

automatic bank check plan through pre-authorized transfers from a bank
checking account or such other account as may be approved by your bank.
Scheduled premiums on the Policy are payable during the insured's lifetime
on an annual, semi-annual, quarterly or monthly basis on the due dates set
forth in the Policy. For this purpose, a scheduled premium may be paid no
earlier than twenty days prior to the date that it is due. For premiums paid
after the due date, see the paragraph following the heading "Lapse" in this
section of the prospectus.
With VAL '87, charges for additional benefits are deducted from premiums to
calculate base premiums. From base premiums we deduct charges assessed against
premiums and nonrepeating premiums, to calculate net premiums. With VAL '95,
charges for additional benefits and for sub-standard risks are deducted from
premiums to calculate base premiums. From base premiums we deduct charges
assessed against premiums and nonrepeating premiums to calculate net premiums.
Net premiums, namely premiums after the deduction of the charges assessed
against premiums and nonrepeating premiums, are allocated to the guaranteed
principal account or sub-accounts of the Variable Life Account which, in turn,
invest in Fund shares.
You make your selection on your application for the Policy. You may change
your allocation instructions for future premiums by giving us a written
request. The allocation to the guaranteed principal account or to any sub-
account of the Variable Life Account must be at least 10 percent of the net
premium. We reserve the right to delay the allocation of net premiums to named
sub-accounts for a period of 30 days after Policy issue or an adjustment. If
we exercise this right, net premiums will be allocated to the Money Market
sub-account until the end of that period. This right, which has not been
implemented to date, will be exercised by us only when we believe economic
conditions make such an allocation necessary to reduce market risk during the
free look period.
We reserve the right to restrict the allocation of premiums to the
guaranteed principal account. If we do so, no more than 50 percent of the net
premium may be allocated to the guaranteed principal account. Currently, we do
not exercise such a restriction, and this restriction is not applicable when
you are allocating all of your premiums to the guaranteed principal account as
a conversion privilege.
The Policy allows for transfers of the actual cash value between the
guaranteed principal account and the Variable Life Account or among the sub-
accounts of the Variable Life Account. You may request a transfer at any time
while the Policy remains in force or you may arrange in advance for systematic
transfers: transfers of specified dollar or unit value amounts to be made
periodically among the sub-accounts and the guaranteed principal account. The
amount to be transferred to or from a sub-account or the guaranteed principal
account must be at least $250. If the balance is less than $250, the entire
actual cash value attributable to that sub-account or the guaranteed principal
account must be transferred. If a transfer would reduce the actual cash value
in the sub-account from which the transfer is to be made to less than $250, we
reserve the right to include that remaining sub-account actual cash value in
the amount transferred. We will make the transfer on the basis of sub-account
unit values as of the end of the valuation period during which your written or
telephone request is received at our home office. A transfer is subject to a
transaction charge, not to exceed $10, for each transfer of actual cash value
among the sub-accounts and the guaranteed principal account. Currently, there
is a charge only for non-systematic transfers in excess of four per year. None
of these requirements will apply when you are transferring all of the policy
value to the guaranteed principal account as a conversion privilege.

Your instructions for transfer may be made in writing or you, or a person
authorized by you, may make such changes by telephone. To do so, you may call
us at 1-800-277-9244 between the hours of 8:00 a.m. and 4:30 p.m., Central
Time, our regular business hours. Policy owners may also submit their requests
for transfer, surrender or other transactions to us by facsimile (FAX)
transmission. Our FAX number is (612) 665- 4194.
Transfers made pursuant to a telephone call are subject to the same
conditions and procedures as would apply to written transfer requests. During
periods of marked economic

21
<PAGE>

or market changes, policy owners may experience difficulty in implementing a
telephone transfer due to a heavy volume of telephone calls. In such a
circumstance, policy owners 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 policy owners we have used a form to pre-authorize telephone
transactions, we now make this service automatically available to all policy
owners. We will employ reasonable procedures to satisfy ourselves that
instructions received from policy 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 policy owners to identify themselves in those
telephone conversations through policy 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 policy owners with a
written confirmation of the telephone transfer.
The maximum amount of actual cash value to be transferred out of the
guaranteed principal account to the sub-accounts of the Variable Life Account
may be limited to 20 percent of the guaranteed principal account balance.
Transfers to or from the guaranteed principal account may be limited to one
such transfer per policy year. Neither of these restrictions will apply when
you are transferring all of the policy value to the guaranteed principal
account as a conversion privilege.
Transfers from the guaranteed principal account must be made by a written or
telephone request. It must be received by us or postmarked in the 30-day period
before or after the last day of the policy year. Written requests for transfers
which meet these conditions will be effective after we approve and record them
at our home office. Currently, we do not impose such restrictions.
In the case of a transfer, the charge is assessed against the amount
transferred.
LAPSE Your Policy may lapse in one of two ways: (1) if a scheduled premium is
not paid; or (2) if there is no actual cash value when there is a policy loan.
As a scheduled premium policy, your Policy will lapse if a premium is not
paid on or before the date it is due or within the 31-day grace period provided
by the Policy. You may pay that premium during the 31-day period immediately
following the premium due date. Your premium payment, however, must be received
in our home office within the 31-day grace period. The insured's life will
continue to be insured during this 31-day period.
With VAL '95, if a Policy covers an insured in a sub-standard risk class, the
portion of the scheduled premium equal to the charge for such risk will
continue to be payable notwithstanding the adjustment to a stop premium mode.
As with any scheduled premium, failure to pay the premium for the sub-standard
risk within the grace period provided will cause the Policy to lapse.
If scheduled premiums are paid on or before the dates they are due or within
the grace period, absent any policy loans, the Policy will remain in force even
if the investment results of the sub-accounts have been so unfavorable that the
actual cash value has decreased to zero. However, should the actual cash value
decrease to zero while there is an outstanding policy loan the Policy will
lapse, even if the Policy was paid-up and all scheduled premiums had been paid.

If the Policy lapses because not all scheduled premiums have been paid or if
a Policy with a policy loan has no actual cash value, we will send you a notice
of default that will indicate the payment required to keep the Policy in force
on a premium paying basis. If the payment is not received within 31 days after
the date of mailing the notice of default, the Policy will terminate or the
nonforfeiture benefits will apply. For more information on lapse, see "Avoiding
Lapse" on page 23.
If at the time of any lapse a Policy has a surrender value, that is, an
amount remaining after subtracting from the actual cash value all unpaid policy
charges, it will be used to purchase extended term insurance. The extended term
benefit is a fixed life insurance benefit calculated on the 1980 Commissioners
Standard Ordinary Mortality Tables with 4 percent interest. As an alternative
to the extended term insurance, you may have the surrender value paid to you in
a single sum payment, thereby terminating the Policy. Unless you request a

22
<PAGE>

single sum payment of your surrender value within 62 days of the date of the
first unpaid premium, we will apply it to purchase extended term insurance on
the insured's life.
The duration of the extended term benefit is determined by applying the
surrender value of your Policy as of the end of the grace period as a net
single premium to buy fixed benefit term insurance. The extended term benefit
is not provided through the Variable Life Account and the death benefit will
not vary during the extended term insurance period. The amount of this
insurance will be equal to the face amount of your Policy, less the amount of
any policy loans at the date of lapse. During the extended term period a
Policy has a surrender value equal to the reserve for the insurance coverage
for the remaining extended term period. At the end of the extended term period
all insurance provided by your Policy will terminate and the Policy will have
no further value.
You may arrange for automatic premium loans to keep the Policy in force in
the event that a scheduled premium payment is not made. For more information
on this option, please see the heading "Policy Loans" in this prospectus on
page 27.
REINSTATEMENT At any time within three years from the date of lapse you may
ask us to restore your Policy to a premium paying status unless the Policy
terminated because the surrender value has been paid or the period of extended
insurance has expired. We will require:
(1) your written request to reinstate the Policy;
(2) that you submit to us at our home office during the insured's lifetime
evidence satisfactory to us of the insured's insurability so that we may
have time to act on the evidence during the insured's lifetime; and
(3) at our option a premium payment which is equal to all overdue premiums
with interest at a rate not to exceed 8 percent per annum compounded
annually and any policy loan in effect at the end of the grace period
following the date of default with interest at a rate not exceeding 8
percent per annum compounded annually. At the present time we do not
require the payment of all overdue premiums.
After a lapse and reinstatement, the reinstated Policy may be adjusted. The
standard minimum requirements for adjustments will continue to apply, as
described under the section "Restrictions on Adjustments" in this prospectus
on page 16.
AVOIDING LAPSE If your Policy has sufficient loan value, you can avoid a lapse
due to the failure to pay a scheduled premium by arranging for an automatic
premium loan. The effect of a policy loan on policy values and the
restrictions applicable thereto are described under the caption "Policy Loans"
on page 27 of this prospectus. An automatic premium loan is particularly
advantageous for a policy owner who contemplates early repayment of the amount
loaned, since it permits the policy owner to restore policy values without
additional sales and underwriting charges. Automatic premium loans for the
long term are generally not advantageous.
You may also avoid a lapse due to the failure to pay a scheduled premium by
adjusting your Policy to a stop premium mode. The greater of your policy value
or tabular cash value will be used to determine a new plan of insurance based
on the greater of the then current face amount or death benefit of the Policy
and the assumption that no further premiums will be paid. The new plan may be
a term or protection plan, but unlike other term plans there will be no
reduced face amount of coverage at the time the tabular cash value is
scheduled to expire because no further premiums will be payable. If at that
time the Policy has a surrender value, it will be used either to purchase
extended term coverage or it will be paid to you in a single sum thereby
terminating the Policy.
The insurance coverage resulting from an adjustment to a stop premium mode
is similar to the coverage available under the extended term option in that
under both, the coverage is available only for a limited period of time. The
arrangements are, however, fundamentally different. Extended term coverage is
a fixed benefit with fixed cash values providing a longer guaranteed period of
coverage than the same amount applied as a stop premium. The stop premium mode
provides variable insurance with an actual cash value and, under the
Protection Option, a death benefit that will vary to reflect any investment
experience of selected sub-accounts and the deduction of smaller cost of
insurance charges than the maximum

23
<PAGE>

charges derived from the 1980 CSO mortality tables. Because the actual cash
value continues to exist, policy charges assessed to the actual cash value
will continue to be made while the Policy is on stop premium. Moreover with
VAL '95, if a Policy covers an insured in a sub-standard risk class, the
portion of the scheduled premium equal to the charge for such risk will
continue to be payable.
There are also other differences which should be considered. In general, if
you contemplate resuming premium payments at a future date, the stop premium
mode may be more desirable in that you may resume premium payments at any time
without evidence of insurability, while the reinstatement option available
during the extended term period requires proof of insurability and must be
exercised within three years following the date of lapse.
If you do not contemplate resuming premium payments, your choice between
permitting your Policy to lapse and adjusting it to a stop premium mode should
depend on, first, whether the surrender value of your Policy at that time
exceeds its tabular cash value and, second, whether you expect your Policy's
policy value to exceed its tabular cash value in the future. If at the time of
possible lapse your Policy's surrender value is less than its tabular cash
value, you should consider adjusting to a stop premium mode because the period
of insurance coverage will be based on the higher tabular cash value while the
period of extended term coverage upon lapse would be computed on the basis of
the lower surrender value. If the two values are the same, the period of
guaranteed coverage under the extended term option will be longer than under
the stop premium mode. Thus, you should be sure that the benefit of using the
higher tabular cash value is not offset by the shorter period of guaranteed
insurance coverage usually resulting from the stop premium mode.
On the other hand, if the surrender value of your Policy exceeds its tabular
cash value, you should evaluate the benefit of a guaranteed longer period of
insurance coverage under the extended term option against the possibility of
longer coverage under the stop premium mode. With the stop premium mode there
may be an available policy value at the end of the plan which could be used to
continue the face amount of the Policy to a later time than provided under the
extended term option. In considering this possibility, you should keep in mind
that a Policy with the Cash Option death benefit is more likely to have a
higher policy value than a comparable Policy with the Protection Option death
benefit.

POLICY VALUES
The Policy has an actual cash value which varies with the investment
experience of the guaranteed principal account and the sub-accounts of the
Variable Life Account. Depending upon the death benefit selected, the death
benefit may also vary although it will never be less than the then current
face amount. Net premiums, namely premiums after the deduction of all charges,
will be allocated to the guaranteed principal account or sub-accounts of the
Variable Life Account selected by you on your application for the Policy.
The value of the Policy's interest in the guaranteed principal account and
the sub-accounts of the Variable Life Account is known as its actual cash
value. It is determined separately for your guaranteed principal account
actual cash value and for your separate account actual cash value. The
separate account actual cash value will include all sub-accounts of the
Variable Life Account. Unlike a traditional fixed benefit life insurance
policy, a Policy's actual cash value cannot be determined in advance, even if
scheduled premiums are made when required, because the separate account actual
cash value varies daily with the investment performance of the sub-accounts of
the Variable Life Account in which the Policy participates. Even if the policy
owner continues to pay scheduled premiums when due, the separate account
actual cash value of a Policy could decline to zero because of unfavorable
investment experience and the assessment of charges. Upon request, we will
tell you the actual cash value of your Policy. We will also send you a report
each year on the policy anniversary advising you of your Policy's actual and
tabular cash values, the face amount and the death benefit as of the date of
the report. It will also summarize Policy transactions during the year. It
will be as of a date within two months of its mailing.
The guaranteed principal account actual cash value is the sum of all net
premium

24
<PAGE>

payments allocated to the guaranteed principal account. This amount will be
increased by any interest, dividends, loan repayments, policy loan interest
credits and transfers into the guaranteed principal account. This amount will
be reduced by any policy loans, unpaid policy loan interest, partial
surrenders, transfers into the sub-accounts of the Variable Life Account and
charges assessed against your guaranteed principal account actual cash value.
Interest is credited on the guaranteed principal account actual cash value of
your Policy. Interest is credited daily at a rate of not less than 4 percent
per year, compounded annually. We guarantee this minimum rate for the life of
the Policy without regard to the actual experience of the general account. As
conditions permit, we will credit additional amounts of interest to the
guaranteed principal account actual cash value. Your guaranteed principal
account actual cash value is guaranteed by us. It cannot be reduced by any
investment experience of the general account.
The portion of a Policy's separate account actual cash value is determined
separately. The separate account actual cash value is not guaranteed. The
determination of the separate account actual cash value is made by multiplying
the current number of sub-account units credited to a Policy by the current
sub-account unit value. A unit is a measure of your Policy's interest in a
sub-account. The number of units credited with respect to each net premium
payment is determined by dividing the portion of the net
premium payment allocated to each sub-account by the then current unit value
for that sub-account. The number of units so credited is determined as of the
end of the valuation period during which we receive your premium at our home
office.
Once determined, the number of units credited to your Policy will not be
affected by changes in the unit value. However, the number will be increased
by the allocation of subsequent net premiums, nonrepeating premiums,
dividends, loan repayments, loan interest credits and transfers to that sub-
account. The number of units of each sub-account credited to your Policy will
be decreased by policy charges to the sub-account, policy loans and loan
interest, transfers from that sub-account and partial surrenders from that
sub-account. Such number of sub-account units will decrease to zero on a
policy surrender, the purchase of extended term insurance or termination.
The unit value of a sub-account will be determined on each valuation date.
The amount of any increase or decrease will depend on the net investment
experience of that sub-account. The value of a 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.
The net investment factor for a valuation period is: the gross investment
rate for such valuation period, less a deduction for the mortality and expense
risk charge under this Policy which is assessed at an annual rate of .50
percent against the average daily net assets of each sub-account of the
Variable Life Account. 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 Variable Life Account determined at the end of the current valuation
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;
with the sum 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.

We determine the value of the units in each sub-account on each day on which
the Portfolios of the Fund are valued. The net asset value of the Fund's
shares is computed once daily, and, in the case of the Money Market Portfolio,
after the declaration of the daily dividend, as of the primary closing time
for business on the New York Stock Exchange (as of the date hereof 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 (i) days on which changes in the value
of the Fund's portfolio securities will not materially affect the current net
asset value of the Fund's shares, (ii) days during which no Fund's shares are
tendered for redemption and no order to purchase or sell the Fund's shares is

25
<PAGE>

received by the Fund and (iii) customary national business holidays on which
the New York Stock Exchange is closed for trading (as of the date hereof, New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day).
Although the actual cash value for each Policy is determinable on a daily
basis, we update our records to reflect that value on each monthly
anniversary. We also make policy value determinations on the date of the
insured's death and on a policy adjustment, surrender, and lapse. When the
policy value is determined, we will assess and update to the date of the
transaction those charges made against your actual cash value, namely the
administration charge of $60 per year and the cost of insurance charge (and,
for VAL '87 any charge for sub-standard risks). Increases or decreases in
policy values will not be uniform for all Policies but will be affected by
policy transaction activity, cost of insurance charges, (charges for sub-
standard risks for VAL '87) and the existence of policy loans.

To illustrate the operation of the Policy under various assumptions, we have
prepared several tables, along with additional explanatory text, that may be
of assistance. For these tables, please see Appendix I, "Illustrations of
Policy Values, Death Benefits and Premiums," found on page 81 of this
prospectus. For additional materials and tables, including values after policy
charges, please see Appendix II, Summary of Policy Charges, found on page 90
of this prospectus.

DEATH BENEFIT OPTIONS
The death benefit provided by the Policy depends upon the death benefit
option you choose. You may choose one of two available death benefit options--
the Cash Option or the Protection Option. If you fail to make an election, the
Cash Option will be in effect. The scheduled premium for a Policy is the same
no matter which death benefit option is chosen.
Under the Cash Option, the death benefit will be the current face amount at
the time of the insured's death. The death benefit will not vary unless the
policy value exceeds the net single premium for the then current face amount.
Under the Protection Option of VAL '87, if at the date of the insured's
death the tabular value is greater than the policy value, the death benefit
will be the then current face amount. If at the date of the insured's death,
the policy value is greater than the tabular cash value, the death benefit
shall be an
amount which is equal to the then current face amount, plus an additional
amount of insurance which is equal to that which could be purchased using the
difference between the policy value and the tabular cash value as the net
single premium for that coverage, based upon the policy assumptions and the
insured's then attained age.
Under the Protection Option of VAL '95, the death benefit will be the policy
value, plus the larger of:
(a) the then current face amount; and
(b) the amount of insurance which could be purchased using the policy value as
a net single premium.
The Protection Option is only available until the policy anniversary nearest
the insured's age 70. At the policy anniversary nearest the insured's age 70,
the Protection Option death benefit is automatically converted to the Cash
Option death benefit. At that time, we will automatically adjust your Policy
and adjust the face amount to equal the death benefit immediately preceding
the adjustment.

The different death benefit options meet different needs and objectives. The
Protection Option results primarily in an increased death benefit. If you are
satisfied with the amount of your insurance coverage and wish to have any
favorable investment results reflected to the maximum extent in increasing
actual cash values, you should choose the Cash Option. In addition, there are
other distinctions between the two options which may influence your selection.
In the event of a superior investment performance, the Cash Option will result
in a Policy becoming paid-up more rapidly than the Protection Option. This is
because of larger cost of insurance charges under the Protection Option
resulting from the additional amount of death benefit provided under that
option. But under the Cash Option favorable investment experience does not
increase the death benefit unless the policy value exceeds the net single
premium for the then current face amount, and the beneficiary will not benefit
from any larger actual cash value which exists at the time of the insured's
death because of the favorable investment experience.

26
<PAGE>

You may elect to have the death benefit option changed while the Policy is
in force by filing a written request with us at our home office. We may
require that you provide us
with satisfactory evidence of the insured's

insurability before we make a change to the Protection Option. The change will
take effect when we approve and record it in our home office. A change in
death benefit option may have Federal income tax consequences. See the heading
"Federal Tax Status" in this prospectus on page 37.
The amount payable as death proceeds upon the insured's death will be the
death benefit provided by the Policy, plus any additional insurance on the
insured's life provided by an additional benefit agreement, if any, minus any
policy charges and minus any policy loans. In addition, if the Cash Option
death benefit is in effect at the insured's death, we will pay to the
beneficiary any part of a paid premium that covers the period from the end of
the policy month in which the insured died to the date to which premiums are
paid.

VARIATIONS IN DEATH BENEFIT
PROTECTION OPTION The death benefit provided by the Protection Option will
vary with the investment experience of the allocation options selected by the
policy owner, any interest credited as a result of a policy loan and the
extent to which we assess
lower insurance charges than those maximums
derived from the 1980 Commissioners Standard Ordinary Mortality Tables.
With VAL '87, the amount of the death benefit is equal to the current face
amount or,
if the policy value is greater than the tabular cash value at the date of the
insured's death, the current face amount plus an additional amount of
insurance which could be purchased by using that difference between values as
a net single premium. When a Policy becomes paid-up, the death benefit under
the Protection Option is the greater of the face amount of the Policy when it
became paid-up or the amount of insurance which could be purchased at the date
of the insured's death by using the policy value as a net single premium based
upon the policy assumptions as defined in the Policy and the insured's
attained age.
With VAL '95, the amount of the death benefit is equal to the policy value,
plus the larger of:
(a) the then current face amount; and
(b) the amount of insurance which could be purchased using the policy value as
a net single premium.
CASH OPTION As noted, the death benefit under the Cash Option does not vary
from the Policy's face amount until the policy value exceeds the net single
premium for the current face amount. At this point, the death benefit under
the Cash Option is the greater of the face amount of the Policy when it became
paid-up or the amount of insurance which could be purchased at the date of the
insured's death by using the policy value as a net single premium based upon
the policy assumptions as defined in your Policy and the insured's attained
age. The policy value of a Policy will never exceed the net single premium for
a death benefit payable on the insured's death.
A Policy is paid-up when no additional premiums are required to provide the
face amount of insurance for the life of the insured. We may or may not accept
additional premiums. When a Policy becomes paid-up, the policy value will then
equal or exceed the net single premium needed to purchase an amount of
insurance equal to the face amount of the Policy at the insured's then
attained age. However, its actual cash value will continue to vary daily to
reflect the investment experience of the Variable Life Account and any
interest credited as a result of a policy loan. Once a Policy becomes paid-up,
it will always retain its paid-up status regardless of any subsequent decrease
in
its policy value. However, on a paid-up
Policy with indebtedness, where the actual
cash value decreases to zero, a loan repayment may be required to keep the
Policy in force. See the discussion in this prospectus under the heading
"Policy Loans," below.
We will make a determination on each policy anniversary as to whether a
Policy is paid-up. When a Policy becomes paid-up, we will send you a notice.

For an illustration of the calculation of the death benefit under the Policy
options, please see Appendix III, "Illustration of Death Benefit Calculation,"
on page 95 of this prospectus.

POLICY LOANS
You may borrow from us using only your Policy as the security for the loan.
The total amount of your loan may not exceed 90 percent of your policy value.
A loan taken from, or secured by a Policy, may have

27
<PAGE>

Federal income tax consequences. See the heading "Federal Tax Status" in this
prospectus on page 37.

The policy value is the actual cash value of your Policy plus any policy
loan. Any policy loan paid to you in cash must be in an amount of at least
$100. Policy loans in smaller amounts are allowed under the automatic premium
loan provision. We will deduct interest on the loan in arrears. At your
request, we will send you a loan request form for your signature. You may also
obtain a policy loan by calling Minnesota Mutual at 1-800-277-9244 between the
hours of 8:00 a.m. and 4:30 p.m., Central Time, our regular business hours.
Should you make a telephone call to us you will be asked, for security
purposes, for your personal identification and policy number. The Policy will
be the only security required for your loan. Your policy value will be
determined as of the date we receive your written request at our home office.

When you take a loan, we will reduce the actual cash value. It will be
reduced by the amount you borrow and any unpaid interest. Unless you direct us
otherwise, the policy loan will be taken from your guaranteed principal
account actual cash value and separate account actual cash value in the same
proportion that those values bear to each other and, as to the actual cash
value in the separate account, from each sub-account in the proportion that
the actual cash value in such sub-account bears to your actual cash value in
all of the sub-accounts. The number of units to be cancelled will be based
upon the value of the units as of the end of the valuation period during which
we receive your loan request at our home office. This amount shall be
transferred to the loan account. The loan account continues to be part of the
Policy in the general account. A policy loan has no immediate effect on policy
value since at the time of the loan the policy value is the sum of your actual
cash value and any policy loan.
The actual cash value of your Policy may decrease between premium due dates.
If your Policy has indebtedness and no actual cash value, the Policy will
lapse. In this event, to keep your Policy in force, you will have to make a
loan repayment. We will give you notice of our intent to terminate the Policy
and the loan repayment required to keep it in force. The time for repayment
will be within 31 days after our mailing of the notice.

POLICY LOAN INTEREST The interest rate on a policy loan will not be more than
the rate shown on page 1 of your Policy. The interest rate charged on a policy
loan will not be more than that permitted in the state in which the Policy is
delivered.
Policy loan interest is due on the date
of the death of the insured, on a policy
adjustment, surrender, lapse, a policy loan transaction and on each policy
anniversary. If you do not pay the interest on your loan in cash, your policy
loan will be increased and your actual cash value will be reduced by the
amount of the unpaid interest. The new loan will be subject to the same rate
of interest as the loan in effect.
Interest is also credited to your Policy when there is a policy loan.
Interest credits on a policy loan shall be at a rate which is not less than
your policy loan interest rate minus 2 percent per annum. Policy loan interest
credits are allocated to your actual cash value as of the date of the death of
the insured, on a policy adjustment, surrender, lapse, a policy loan
transaction and on each policy anniversary. Interest credits are allocated to
the guaranteed principal account and separate account following your
instructions to us. We will use your instructions for the allocation of net
premiums. In the absence of such instructions, this amount will be allocated
to the guaranteed principal account actual cash value and separate account
actual cash value in the same proportion that those values bear to each other
and, as to the actual cash value in the separate account, to each sub-account
in the proportion that the actual cash value in such sub-account bears to your
actual cash value in all of the sub-accounts.
Currently, the loan account credits interest, as described above, at a rate
which is not less than your policy loan interest rate minus 2 percent per
annum. However, depending on the insured's age and the period of time that the
Policy has been in force, we may credit the Policy with interest at a more
favorable rate. Under our current procedures, if all the conditions are met
then your loan will be credited at a rate which is equal to the policy loan
rate minus .75 percent per annum. The conditions which must be met have to do
with your age and the duration of the Policy. To begin, the insured's age must
be greater than or equal to age 55 as of the last policy anniversary.

28
<PAGE>

The duration of the Policy, which is the number of years during which the
Policy has been in force as a Variable Adjustable Life Policy, must be greater
than or equal to 10.
Policy loans may also be used as automatic premium loans to keep your Policy
in force. If you asked for this service in your
application, or if you write us and ask for this service after your Policy has
been issued, we
will make automatic premium loans. You can also write to us at any time and
tell us you do not want this service. If you have this service and you have
not paid the premium that is due before the end of the grace period, we will
make a policy loan to pay the premium. Interest on such a policy loan is
charged from the date the premium was due. However, in order for an automatic
premium loan to occur, the amount available for a loan must be enough to pay
at least a quarterly premium. If the loan value is not enough to pay at least
a quarterly premium, your Policy will lapse.

POLICY LOAN REPAYMENTS If your Policy is in force, your loan can be repaid in
part or in full at any time before the insured's death. Your loan may also be
repaid within 60 days after the date of the insured's death, if we have not
paid any of the benefits under the Policy. Any loan repayment must be at least
$100 unless the balance due is less than $100. When implemented, we will waive
this minimum loan repayment provision for loan repayments made under our
automatic payment plan where loan repayments are in an amount of at least $25.
Loan repayments are allocated to the guaranteed principal account until all
loans from the guaranteed principal account have been repaid, thereafter, loan
repayments are allocated to the guaranteed principal account or the sub-
accounts of the Variable Life Account as you direct. In the absence of your
instructions, loan repayments will be allocated to the guaranteed principal
account actual cash value and separate account actual cash value in the same
proportion that those values bear to each other and, as to the actual cash
value in the separate account, to each sub-account in the proportion that the
actual cash value in such sub-account bears to your actual cash value in all
of the sub-accounts.
Loan repayments reduce your loan account by the amount of the loan
repayment.

A policy loan, whether or not it is repaid, will have a permanent effect on
the policy value because the investment results of the sub-accounts will apply
only to the amount remaining in the sub-accounts. The effect could be either
positive or negative. If net investment results of the sub-accounts are
greater than the amount being credited on the loan, the policy value will not
increase as rapidly as it would have if no loan had been made. If investment
results of the sub-accounts are less than the amount being credited on the
loan, the policy value will be greater than if no loan had been made. For an
example of the effect of a policy loan on a Policy and its death benefit,
please see Appendix IV, "Policy Loan Example," in this prospectus on page 96.

SURRENDER
You may request a surrender or partial surrender of your Policy at any time
while the insured is living. On surrender, the surrender value of the Policy
is the actual cash value minus unpaid policy charges which are assessed
against actual cash value. The determination of the surrender value is made as
of the end of the valuation period during which we receive your surrender
request at our home office. You may surrender the Policy by sending us the
Policy and a written request for its surrender. You may request that the
surrender value be paid to you in cash or, as an alternative, you may request
that the surrender value be applied on a settlement option or to provide
extended protection insurance on the life of the insured.
A partial surrender of the actual cash value of the Policy is also permitted
in any amount of $500 or more. However, a partial surrender will not be
permitted, if immediately after the partial surrender, it would reduce the
actual cash value to an amount which is less than 10 percent of the policy
value immediately after the partial surrender. If a Policy is not paid-up, the
death benefit of the Policy will be reduced by the amount of the partial
surrender. If the Policy is paid-up, the death benefit will be reduced so as
to retain the same ratio between the policy value and the death benefit of the
Policy as existed prior to the partial surrender. With any partial surrender,
the Policy will be adjusted to reflect the new face amount and actual cash
value and, unless otherwise instructed, the existing level of premium
payments.

29
<PAGE>

We are currently waiving these restrictions requiring a minimum amount for a
partial surrender where a partial withdrawal from a Policy, which is on stop
premium, is being used to pay premiums for sub-standard risks or premiums on
any benefits and riders issued as part of the Policy. Transaction fees
otherwise applicable to such a partial withdrawal are also waived.
On a partial surrender, you may tell us which Variable Life Account sub-
accounts
from which a partial surrender is to be taken or whether it is to be taken in
whole or in part
from the guaranteed principal account. If you do not, partial surrenders will
be deducted from your guaranteed principal account actual cash value and
separate account actual cash value in the same proportion that those values
bear to each other and, as to the actual cash value in the separate account,
from each sub-account in the proportion that the actual cash value in such
sub-account bears to your actual cash value in all of the sub-accounts. We
will tell you, on request, what amounts are available for a partial surrender
under your Policy.
Payment of a surrender or partial surrender will be made as soon as
possible, but not later than seven days after our receipt of your written
request for surrender. However, an exception to this is that if any portion of
the actual cash value to be surrendered is attributable to a premium or
nonrepeating premium payment made by non-guaranteed funds such as a personal
check, we will delay mailing that portion of the surrender proceeds until we
have reasonable assurance that the payment has cleared and that good payment
has been collected. The amount you receive on surrender may be more or less
than the total premiums paid to your Policy.

FREE LOOK
It is important to us that you are satisfied with this Policy after it is
issued. If you are not satisfied with it, you may return the Policy to us or
your agent by the later of: (a) ten days after you receive it; (b) 45 days
after you have signed the application; or (c) ten days after we mail to you a
notice of your right of withdrawal. If you return the Policy, you will receive
within seven days of the date we receive your notice of cancellation a full
refund of the premiums you have paid.

If the Policy is adjusted, as described under the heading "Policy
Adjustments" in this prospectus on page 15, and if the adjustment results in
an increased premium, you will again have a right to examine the Policy and
you may return the Policy within the time periods stated in the immediately
preceding paragraph. If you return the Policy, the requested premium
adjustment will be cancelled. You will receive a refund of the additional
premiums paid within seven days of the date we receive your notice of
cancellation for that adjustment.

CONVERSION
So long as your Policy is in force and all scheduled premiums have been duly
paid, you may convert the Policy to an adjustable life policy, with a fixed
death benefit and cash values, which we may then offer. This right is in
addition to your right to make described policy adjustments. For VAL '95, this
conversion privilege is only available during the first 24 months from the
original policy date, but comparable fixed insurance coverage can be obtained
after 24 months from the original policy date by transferring all of the
policy value to the guaranteed principal account and thereafter allocating all
premiums to that account.
The converted Policy shall have the same face amount as is currently
provided by your Policy and premiums based upon the same issue age and risk
classification of the insured as stated in your Policy. The premiums and
actual cash values provided by the converted Policy may be different as a
result of an equitable adjustment made to reflect any variances in the
premiums and cash values under the Policy and the new Policy.

POLICY CHARGES
PREMIUM CHARGES Premium charges vary depending on whether the premium is a
scheduled premium or a nonrepeating premium. Generally, the word "premium"
when used in this prospectus means a scheduled premium only. With VAL '87,
charges for sub-standard risks are assessed against the actual cash values.
With VAL '95, charges for sub-standard risks are deducted from the premium, to
calculate the base premium. Charges for sub-standard risks include both table
ratings and cash extra charges. With both VAL '87 and VAL '95, charges for
additional benefits are deducted from the premium to calculate the base
premium.

30
<PAGE>

From base premiums we deduct a sales load, an underwriting charge, a premium
tax charge and a face amount guarantee charge. The base premium excludes any
charge deducted from the premium to provide for any additional benefits
provided by rider and, in the case of VAL '95, any charge deducted for sub-
standard risks. With VAL '87, any charge for sub-standard risk is deducted
from the Policy's actual cash value.
(1) The SALES LOAD consists of a deduction from each premium of 7 percent and
it may also include a first year sales load deduction not to exceed 23
percent. The first year sales load will apply only to base premiums,
scheduled to be paid in the twelve month period following the policy date,
or any policy adjustment involving an increase in base premium or any
policy adjustment occurring during a period when a first year sales load
is being assessed. It will also apply only to that portion of an annual
base premium necessary for an original issue whole life plan of insurance.
In other words, for base premiums greater than this whole life premium,
the amount of the base premium in excess of such whole life base premium
will be subject only to the 7 percent basic sales load.
Only adjustments that involve an increase in base premium will result in
additional first year sales load being assessed on that increase in
premium. If any adjustment occurs during a period when a first year sales
load is being collected and the adjustment results in an increase in base
premium, an additional first year sales load, not to exceed 23 percent of
the increase in base premium, will be added to the uncollected portion of
the first year sales load that was being collected prior to the adjustment.
This total amount of first year sales load will then be collected during
the 12 month period following the adjustment.
If any adjustment occurs during the 12 month period when a first year
sales load is being collected and the adjustment does not result in an
increase in base premium, the first year sales load percentage not to
exceed 23 percent, that was in effect prior to the adjustment is multiplied
by the base premium in effect after the adjustment; this number is then
multiplied by a fraction equal to the number of months remaining in the
previous 12 month period divided by 12. This amount of first year sales
load will then be collected during the 12 month period following the
adjustment.

All of the sales load charges are designed to average not more than 9
percent of the base premiums (in the case of a VAL '87 Policy, the base
premium less any charge for sub-standard risks) over the lesser of: the
life expectancy of the insured at policy issue or adjustment; or 15 years
from the policy issue or adjustment; or the premium paying period.
Compliance with the 9 percent ceiling will be achieved by reducing the
amount of the first year sales load, if necessary. For examples of how we
compute sales load charges, see the heading "Examples of Sales Load
Computations" in this prospectus on page 33.
The sales load is designed to compensate us for distribution expenses
incurred with respect to the Policies. The amount of the sales load in any
policy year cannot be specifically related to sales expenses for that year.
To the extent that sales expenses are not recovered from the sales load, we
will recover them from our other assets or surplus including profits from
mortality and expense risk charges.
(2) The UNDERWRITING CHARGE currently is an amount not to exceed $5 per $1,000
of face amount of insurance. This amount may vary by the age of the
insured and the premium level for a given amount of insurance. This charge
is made ratably from premiums scheduled to be made during the first policy
year and during the twelve months following certain policy adjustments.
The underwriting charge is designed to compensate us for the
administrative costs associated with issuance or adjustment of the
Policies, including the cost of processing applications, conducting
medical exams, classifying risks, determining insurability and risk class
and establishing policy records. This charge is not guaranteed, so that on
a policy adjustment the then current underwriting charge will apply to any
increase in face amount which requires new evidence of insurability. In

31
<PAGE>

the event of a policy adjustment which results in a face amount increase and
no premium, you must then remit the then current underwriting charge to us
prior to the effective date of the adjustment or we will assess the charge
against your actual cash value as a transaction charge on adjustment.
(3) The PREMIUM TAX CHARGE of 2.5 percent is deducted from each base premium.
This charge is designed to cover the aggregate premium taxes we pay to
state and local governments for this class of policies. This charge is not
guaranteed and may be increased in the future, but only as necessary to
cover our premium tax expenses.

(4) The FACE AMOUNT GUARANTEE CHARGE of 1.5 percent is deducted from each base
premium. This charge is designed to compensate us for our guarantee that
the death benefit will always be at least equal to the current face amount
in effect at the time of death regardless of the investment performance of
the sub-accounts in which net premiums have been invested. The face amount
of a Policy at issue or adjustment and the appropriate premium therefor
reflect a "tabular cash value" (defined on page 16 above) based upon an
assumed annual rate of return of 4 percent. If the policy value is less
than the tabular cash value at the time of death, it will not be
sufficient to support the face amount of the Policy under the actuarial
assumptions made in designing the Policy. The face amount guarantee is a
guarantee that the face amount will be available as a death benefit
notwithstanding the failure of the Policy to perform in accordance with
the assumptions made in its design. Thus, even if the policy value should
be less than the amount needed to pay the deductions to be made from the
actual cash value on the next monthly policy anniversary, see discussion
below, the Policy's guaranteed death benefit will remain in effect and the
Policy will remain in force. We guarantee not to increase this charge.

NONREPEATING PREMIUMS Nonrepeating premiums are currently subject to the 2.5
percent premium tax charge but not to a sales load charge. No face amount
guarantee charge or underwriting charge is assessed against nonrepeating
premiums.
CHARGES TAKEN FROM
PREMIUM
PLUS, IN THE
- -------------- FIRST YEAR
-------------
7.00% Sales Additional
Load Sales Load
1.50% Face (up to 23%)
Amount Underwriting
Guarantee Charge (up
2.50% to $5/$1000
Premium of Insurance
Tax Coverage)
- --------------

11.00% Total
ACTUAL CASH VALUE CHARGES In addition to deductions from premiums and
nonrepeating premiums, we assess from the actual cash value of a Policy an
administration charge, certain transaction charges and the cost of insurance
charge, (and in the case of a VAL
'87 Policy, any charge for sub-standard risks). These charges are as follows:

(1) The ADMINISTRATION CHARGE is designed to cover certain of our
administrative expenses, including those attributable to the records
maintained for your Policy. The administration charge is $60 for each
policy year.
(2) The TRANSACTION CHARGES are for expenses associated with processing
transactions. There is a charge of $25 for each policy adjustment.
If the only policy adjustment is a partial surrender, the transaction charge
shall be the lesser of $25 or 2 percent of the amount surrendered. We also
reserve the right to make a charge, not to exceed $10, for each transfer of
actual cash value among the guaranteed principal account and the sub-
accounts of the Variable Life Account. Currently there is a $10 charge only
for non-systematic transfers in excess of four per year.
(3) The COST OF INSURANCE CHARGE compensates us for providing the death
benefit under a Policy. The charge is calculated by multiplying the net
amount at risk under your Policy by a rate which varies with the insured's
age, sex, risk class, the level of scheduled premiums for a given amount
of insurance, duration of the Policy and the smoking habits of the
insured. The rate is guaranteed not to exceed the maximum charges for
mortality derived from the 1980 Commissioners Standard Ordinary

32
<PAGE>

Mortality Tables. The net amount at risk is the death benefit under your
Policy less your policy value. Where circumstances require, we will base
our rates on "unisex," rather than sex-based, mortality tables.

Administration and cost of insurance (and for a VAL '87 Policy, sub-standard
risk charges, if any,) are assessed against your actual cash value on the
monthly policy anniversary. In addition, such charges are assessed on the
occurrence of the death of the insured, policy surrender, lapse or a policy
adjustment. Transaction charges are assessed against your actual cash value at
the time of a policy adjustment or when a transfer is made. In the case of a
transfer, the charge is assessed against the amount transferred. Charges will
be assessed against your guaranteed principal account actual cash value and
separate account actual cash value in the same proportion that those values
bear to each other and, as to the actual cash value in the separate account,
from each sub-account in the proportion that the actual cash value in such
sub-account bears to your actual cash value in all of the sub-accounts.

CHARGES TAKEN FROM ACTUAL CASH VALUE

. Administration Charge ($60/year)
. Cost of Insurance Charge
.If Applicable: Transaction Charge and Charge for Sub-Standard Risks

SEPARATE ACCOUNT CHARGES We assess a mortality and expense risk charge
directly against the assets held in the Variable Life Account. The mortality
and expense risk charge compensates us for assuming the risks that cost of
insurance charges will be insufficient to cover actual mortality experience
and that the other charges will not cover our expenses in connection with the
Policy. The mortality and expense risk charge is deducted from Variable Life
Account assets on each valuation date at an annual rate of .50 percent of the
average daily net assets of the Variable Life Account.
We reserve the right to charge or make provision for any taxes payable by us
with respect to the Variable Life Account or the Policies by a charge or
adjustment to such assets. No such charge or provision is made at the present
time.

CHARGES TAKEN FROM SEPARATE ACCOUNT

. .50% Mortality and Expense Risk Charge

EXAMPLES OF SALES LOAD COMPUTATIONS

As noted previously, all sales load charges are designed to average not more
than 9 percent of base premiums (in the case of a VAL '87 Policy, the base
premium less any charge for sub-standard risks) over the lesser of: the life
expectancy of the insured at policy issue or adjustment, or 15 years from the
policy issue or adjustment; or the premium paying period. A number of examples
of sales load computations are included in Appendix V, Example of Sales Load
Computation, in this prospectus on page 97.
It should be noted from the above that the sales load charges are designed
to be spread over time and they assume a continuation of the Policy. Early
adjustment of
the Policy to lower premium levels or early

surrender of policy values will have the effect of increasing the portion of
premium payments used for sales load charges. In addition, because a first
year sales load is applied to increases in premium, a pattern of increases and
decreases in premiums should be avoided.

POLICIES ISSUED IN EXCHANGE Certain charges assessed against base premiums as
described above will be waived or modified in situations where existing
Minnesota Mutual life insurance policy owners wish to exchange their policies
for the Policies described herein. Those policy owners may do so, subject to
their application for this Policy and our approval of the exchange. Under
certain circumstances, we will require evidence of insurability for an
exchange. A $100 administrative charge is currently required for the exchange.

In those situations where a Policy is issued in exchange for a current
policy issued by us, we will not assess any charges, except for the
administrative charge, to the existing cash values at the time they are
transferred to the Policy. Subsequent premium payments, absent adjustment and
unless the exchanged policy was not in force for at least one year, will not
be subject to a first year sales load or underwriting charge (unless evidence
of insurability has been required for the exchange) at the established face
amount and the level of premiums of the exchanged policy. All other charges
will apply to the Policy and premiums paid under it thereafter.
OTHER POLICY PROVISIONS
BENEFICIARY When we receive proof satisfactory to us of the insured's death,
we

33
<PAGE>

will pay the death proceeds of a Policy to the beneficiary or beneficiaries
named in the application for the Policy unless the owner has changed the
beneficiary. In that event, we will pay the death proceeds to the beneficiary
named in the last change of beneficiary request as provided below.
If a beneficiary dies before the insured, that beneficiary's interest in the
Policy ends with that beneficiary's death. Only those beneficiaries who
survive the insured will be eligible to share in the death proceeds. If no
beneficiary survives the insured we will pay the death proceeds of this Policy
to the owner, if living, otherwise to the owner's estate, or, if the owner is
a corporation, to it or its successor.
You may change the beneficiary designated to receive the proceeds. If you
have reserved the right to change the beneficiary, you can file a written
request with us to change the beneficiary. If you have not reserved the right
to change the beneficiary, the written consent of the irrevocable beneficiary
will be required.
Your written request will not be effective until it is recorded in our home
office. After it has been so recorded, it will take effect as of the date you
signed the request. However, if the insured dies before the request has been
so recorded, the request will not be effective as to those death proceeds we
have paid before your request was recorded in our home office records.

ASSIGNMENT The Policy may be assigned. The assignment must be in writing and
filed at our home office in St. Paul, Minnesota. We assume no responsibility
for the validity or effect of any assignment of the Policy or of any interest
in it. 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.

SETTLEMENT OPTIONS The proceeds of a Policy will be payable if the Policy is
surrendered, or we receive proof satisfactory to us of the insured's death.
These events must occur while the Policy is in force. The proceeds will be
paid at our home office and in a single sum unless a settlement option has
been selected. We will deduct any indebtedness and unpaid charges from the
proceeds. Proof of any claim under this Policy must be submitted in writing to
our home office.
We will pay interest on single sum death proceeds from the date of the
insured's death until the date of payment. Interest will be at an annual rate
determined by us, but never less than 3 percent (4 percent for VAL '87).
The proceeds of a Policy may be paid in other than a single sum and you may,
during the lifetime of the insured, request that we pay the proceeds under one
of the Policy's settlement options. We may also use any other method of
payment that is agreeable between you and us. A settlement option may be
selected only if the payments are to be made to a natural person in that
person's own right.
Each settlement option is payable in fixed amounts as described below. The
payments do not vary with the investment performance of the Variable Life
Account.

OPTION 1--INTEREST PAYMENTS
This is an annuity based upon the payment of interest on the proceeds at
such times and for a period that is agreeable to you and us. Withdrawals of
proceeds may be made in amounts of at least $500. At the end of the period,
any remaining proceeds will be paid in either a single sum or under any other
method we approve.

OPTION 2--PAYMENTS FOR A SPECIFIED PERIOD
This is an annuity payable for a specified number of years. The amount of
guaranteed payments for each $1,000 of proceeds applied is as shown in the
Policy. Monthly payments for periods not shown and current rates are available
from us at your request.

OPTION 3--LIFE INCOME
This is an annuity payable monthly during the lifetime of the person who is
to receive the income and terminating with the last monthly payment
immediately preceding that person's death. We may require proof of the age and
sex of the annuitant. The amount of guaranteed payments for each $1,000 of
proceeds applied is as shown in the Policy. Monthly payments for ages not
shown and current rates are available from us at your request. It would be
possible under this option for the annuitant to receive only one annuity
payment if death occurred prior to the due date of the second annuity payment,
two if death occurred before the due date of the third annuity payment, etc.

34
<PAGE>

OPTION 4--PAYMENTS OF A SPECIFIED AMOUNT
This is an annuity payable in a specified amount until the proceeds and
interest are fully paid.
If you request a settlement option, you will be asked to sign an agreement
covering the election which will state the terms and conditions of the
payments. Unless you elect otherwise, a beneficiary may select a settlement
option after the insured's death.
The minimum amount of interest we will pay under any settlement option is 3
percent per annum (4 percent for a VAL '87 Policy). Additional interest
earnings, if any, on deposits under a settlement option will be payable as
determined by us.

MISSTATEMENT OF AGE If the insured's age has been misstated, the amount of
proceeds payable under the Policy will be adjusted to reflect cost of
insurance charges based upon the insured's correct age.
INCONTESTABILITY After a Policy has been in force during the insured's
lifetime for two years from the original policy date, we cannot contest the
Policy, except for fraud or for nonpayment of premium. However, if there has
been a face amount increase for which we required evidence of insurability,
that increase will be contestable for two years with respect to information
provided at that time, during the lifetime of the insured, from the effective
date of the increase.
SUICIDE If the insured, whether sane or insane, dies by suicide, within two
years of the original policy date, our liability will be limited to an amount
equal to the premiums paid for the Policy. If there has been a face amount
increase for which we required evidence of insurability, and if the insured
dies by suicide within two years from the effective date of the increase, our
liability with respect to the increase will be limited to an amount equal to
the premiums paid for such increase.
DIVIDENDS The Policies are participating policies. Each year we will determine
if this class of Policies and your Policy will share in our divisible surplus.
We call your share of this participation a dividend. We do not anticipate that
dividends will be declared with respect to these Policies.
Dividends, if received, may be added to your actual cash value or, if you so
elect, they may be paid in cash.
A dividend applied to actual cash value will be allocated to the guaranteed
principal account or to the sub-accounts of the separate account in accordance
with your instructions for new premiums. In the absence of instruction,
dividends will be allocated to the guaranteed principal account actual cash
value and separate account actual cash value in the same proportion that those
actual cash values bear to each other and, as to the actual cash value in the
separate account, to each sub-account in the proportion that the actual cash
value in such sub-account bears to your actual cash value in all of the sub-
accounts.

REPORTS At least once each year we will send you a report. This report will
include the actual cash value, the tabular cash value, the face amount and the
variable death benefit as of the date of the report. It will also show the
premiums paid during the policy year, policy loan activity and the policy
value. The report will be sent to you without cost. The report will be as of a
date within two months of its mailing.
PAYMENT OF PROCEEDS Normally, we will pay any policy proceeds within seven
days after our receipt of all the documents required for such a payment. Other
than the death proceeds, which are determined as of the date of death of the
insured, the amount of payment will be determined as of the end of the
valuation period during which a request is received at our home office.
However, we reserve the right to defer policy payments, including policy
loans, for up to six months from the date of your request, if such payments
are based upon policy values which do not depend on the investment performance
of the Variable Life Account. In that case, if we postpone a payment other
than a policy loan payment for more than 31 days, we will pay you interest at
3 percent per annum (4 percent for a VAL '87 Policy) for the period beyond
that time that payment is postponed. For payments based on policy values which
do depend on the investment performance of the Variable Life Account, we may
defer payment only: (a) for any period during which the New York Stock
Exchange is closed for trading (except for normal holiday closing); or (b)
when the Securities and Exchange Commission has determined that a state of
emergency exists which may make such payment impractical.

ADDITIONAL BENEFITS
ADDITIONAL BENEFITS When a Policy is issued, you may be able to obtain
additional

35
<PAGE>

policy benefits. Subject to underwriting approval, these benefits will be
provided by a rider to the Policy, which may require the payment of additional
premium.
WAIVER OF PREMIUM AGREEMENT The Waiver of Premium Agreement requires an
additional premium and provides for the payment of policy premium in the event
of the insured's disability. Waiver of premium coverage is provided on most
Policies, unless you elect not to have it.
POLICY ENHANCEMENT AGREEMENT AND COST OF LIVING AGREEMENT Both the Policy
Enhancement Agreement and the Cost of Living Agreement provide for increases
in the face amount, without evidence of insurability and help you maintain the
purchasing power of the protection provided by the Policy. The Policy
Enhancement Agreement requires an additional premium, but none is required for
the Cost of Living Agreement. Your Policy may not contain both of these
agreements.
The Policy Enhancement Agreement provides for an increase in the face amount
on each policy anniversary. The face amount will be increased by a specified
percent, between 3 percent and 10 percent, which you choose when you apply for
this benefit; the base premium will also be increased by the same percent. If
you reject an increase, the agreement will terminate.
Unless you choose the Policy Enhancement Agreement, we will issue most
Policies with a Cost of Living Agreement. The Cost of Living Agreement
provides for a face amount increase equal to the percentage increase in the
consumer price index during the previous three years, provided that you have
not made a face amount adjustment during that time. Unless we agree otherwise,
the cost of living increase may not exceed 20 percent of the Policy's face
amount before the increase or $100,000. The increase in premiums and face
amount is treated as a policy adjustment described elsewhere in this
prospectus. Prior to the effective date of the increased coverage we will
notify you of the offered increase in face amount and the required premium
increase for the new face amount. You may elect to accept the increase in face
amount and premium. If you fail to accept the cost of living face amount
increase, no further increases will generally be offered when the insured is
over the age of 21.
FACE AMOUNT INCREASE AGREEMENT The Face Amount Increase Agreement also
provides for increases in the face amount, without evidence of insurability.
The agreement requires an additional premium and allows increases for Policies
issued between an insured's age 0 and 37.
SURVIVORSHIP LIFE AGREEMENT The Survivorship Life Agreement requires an
additional premium and allows you to purchase a specified amount of additional
insurance, without evidence of insurability, at the death of another person
previously designated by you. This right extends for a period of 90 days after
the death of that other person. Typically, the person you designate will also
purchase a similar right to buy additional life insurance in the event of your
death. In the event you and the previously designated life die simultaneously,
we will pay your beneficiary one-half of the specified amount of this
agreement in addition to the death benefit due on your Policy.

FAMILY TERM RIDER The Family Term Rider requires an additional premium and
provides a fixed amount of protection insurance on children of an insured.

EXCHANGE OF INSURANCE AGREEMENT The Exchange of Insurance requires no
additional premium and allows for the transfer of existing insurance coverage
to another insured within a business setting.

ACCELERATED BENEFITS AGREEMENT The Accelerated Benefits Agreement is issued
without additional premium on all Policies issued to individual insureds. It
allows you to receive a significant portion of your Policy's death benefit,
which for this purpose is essentially defined as the face amount less any
policy loan, while the insured is still living. Subject to certain conditions,
you may apply to receive a loan in excess of the Policy's maximum loan amount
if the insured develops a terminal condition due to sickness or injury. The
maximum accelerated benefit we will pay is the lesser of $1,000,000 or 75
percent of the death benefit. The minimum accelerated benefit we will pay is
$10,000.
The accelerated benefit will be treated as a loan, apart from the policy
loan provisions described elsewhere. Amounts received as a loan under the
Accelerated Benefit Agreement will be charged interest. Once the accelerated
benefit is paid, the interest rate

36
<PAGE>

OTHER MATTERS
will not change. Upon the death of the insured, the accrued loan balance will
be deducted prior to the payment of the Policy's proceeds. A receipt of amounts
under the agreement may be taxable. You should seek assistance from your
personal tax adviser.

SHORT TERM AGREEMENT The Short Term Agreement requires an additional premium
and provides temporary protection insurance, on a fixed death benefit basis
only, issued for a period of time less than a year. It is issued to provide
temporary life insurance coverage until the later issue date of the insured's
Policy. It may be used in situations where specific policy dating is required,
yet insurance coverage is needed immediately. The Short Term Agreement
terminates on the policy issue date of the Policy.

FEDERAL TAX STATUS
The discussion contained herein is general in nature and 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. No representation is made regarding the
likelihood of continuation of current income tax laws or the current
interpretations of the Internal Revenue Service.
We are taxed as a "life insurance company" under the Internal Revenue Code.
The operations of the Variable Life 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 Life Account or on capital
gains arising from the Variable Life Account's activities. The Variable Life
Account is not taxed as a "regulated investment company" under the Code and it
does not anticipate any change in that tax status.

Under Section 7702 of the Code, life insurance contracts such as the Policies
will be treated as life insurance under the Code if certain tests are met.
Guidance on how these tests are to be applied is limited. However, the Internal
Revenue Service has issued proposed regulations that would specify what will be
considered reasonable mortality charges under Section 7702. In light of these
proposed regulations and the other available guidance on the application of the
tests under Section 7702, we generally believe that a Policy issued in respect
of a standard risk should meet the statutory definition of a life insurance
contract under Section 7702. However, it remains unclear whether a substandard
risk Policy will meet the statutory life insurance contract definition.
Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Variable Life Account to be
"adequately diversified" in
order for the Policy to be treated as a life
insurance contract for Federal tax purposes. The Variable Life 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 Mutual,
Minnesota Mutual does not have control over the Fund or its investments.
Nonetheless, Minnesota Mutual believes that each Portfolio of the Fund in which
the Variable Life Account owns shares will be operated in compliance with the
requirements prescribed by the Treasury.
In certain circumstances, owners of variable life policies may be considered
the owners, for federal income tax purposes, of the assets of the separate
account used to support their policies. In those circumstances, income and
gains from the separate account assets would be includible in the variable life
policy owner's gross income. The IRS has stated in published rulings that a
variable policy owner will be considered the owner of separate account assets
if the policy owner possesses incidents of ownership in those assets, such as
the ability to exercise the investment control over the assets. The Treasury
Department has also announced, in connection with the issuance of regulations
concerning investment diversification, that those regulations "do not provide
guidance

37
<PAGE>

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." This announcement also states that guidance would be issued by
way of regulations or rulings on the "extent to which policyholders may direct
their investments to particular subaccounts without being treated as owners of
the underlying assets." As of the date of this prospectus, no such guidance
has been issued.
The ownership rights under the Policy are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that policy owners were not owners of separate account assets. For
example, the owner of a Policy has the choice of more sub-accounts in which to
allocate net purchase payments and policy
values, and may be able to transfer among sub-accounts more frequently than in
such rulings. These differences could result in a policy owner being treated
as the owner of the assets of the Variable Life Account. In addition, we do
not know what standards will be set forth, if any, in the regulations or
rulings which the Treasury Department has stated it expects to issue. We
therefore reserve the right to modify the Policy as necessary to attempt to
prevent a policy owner from being considered the owner of a pro rata share of
the assets of the Variable Life Account.
The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.

On the death of the insured, we believe that the death benefit provided by
the Policies will be excludable from the gross income of the beneficiary under
Section 101(a) of the Internal Revenue Code. If the policy owner receives an
accelerated benefit, that benefit may be taxable and the policy owner should
seek assistance from a tax adviser.
The policy owner is not currently taxed on any part of his interest until
the policy owner actually receives cash from the Policy. However, taxability
may also be determined by the individual's contributions to the Policy and
prior Policy activity. We also believe that policy loans will be treated as
indebtedness and will not be currently taxable as income to the policy owner.
However, a surrender or partial surrender of the actual cash values of a
Policy may have tax consequences. On surrender, a policy owner will not be
taxed on values received except to the extent that they exceed the gross
premiums paid under the Policy. An exception to this general rule occurs in
the case of a partial withdrawal, a decrease in the face amount, or any other
change that reduces benefits under the Policy in the first 15 years after the
Policy is issued and that results in a cash distribution to the policy owner
in order for the Policy to continue complying with the Section 7702
definitional limits. In that case, such distribution will be taxed in whole or
in part as ordinary income (to the extent of any gain in the Policy) under
rules prescribed in Section 7702. Premiums for additional benefits are not
used in the calculation for computing the tax on actual cash values.
It should be noted, however, that under the Internal Revenue Code the tax
treatment described above is available only for policies not described as
modified endowment contracts. In general, the tests used in the Code to make
such a determination will have an impact on policies which have a high premium
in relation to the death benefit. Thus, the Code requires that the cumulative
premiums paid on a life insurance policy during the first seven contract years
not exceed the sum of the net level premiums which would be paid under a 7-pay
life policy. If the cumulative premiums during the first seven contract years
exceed the 7-pay life premiums, the policy is a modified endowment contract.
Modified endowment contracts would still be treated as life insurance with
respect to the tax treatment of death proceeds and to the extent that the
inside build-up of cash value would not be taxed on a yearly basis. However,
any amounts received by the policy owner, such as dividends, cash withdrawals,
loans and amounts received from partial or total surrender of the contract
would be subject to the same tax treatment as the same amounts received under
an annuity. This annuity tax treatment includes the 10 percent additional
income tax which would be imposed on the portion of any distribution that is
included in income except where the distribution or loan is made on or after
the policy owner attains age 59 1/2, or is attributable to the policy owner
becoming disabled, or as part of a series of

38
<PAGE>

substantially equal periodic payments for the life of the policy owner or the
joint lives of the policy owner and beneficiary.
The modified endowment contract provisions of the Code apply to all policies
entered into on or after June 21, 1988. It should be noted, in addition, that
a policy which is subject to a "material change" shall be treated as newly
entered into on the date on which such material change takes effect.
Appropriate adjustment shall be made in determining whether such a policy
meets the 7-pay test by taking into account the previously existing cash
surrender value. The addition of the guaranteed principal account to an
outstanding Policy may have Federal income tax implications, e.g., whether the
addition of such account causes a "material change." While certain adjustments
described herein may result in a material change, the law provides that any
cost of living increase described in the regulations and based upon an
established broad-based index will not be treated as a material change if any
increase is funded ratably over the remaining period during which premiums are
required to be paid under the policy. To date, no regulations under this
provision have been issued.
Due to the Policy's flexibility, classification of a Policy as a modified
endowment contract will depend upon the circumstances of each Policy.
Accordingly, a prospective policy owner should contact a competent tax adviser
before purchasing a policy to determine the circumstances under which the
Policy would be a modified endowment contract. In addition, a policy owner
should contact a competent tax adviser before paying any nonrepeating premiums
or making any other change to, including an exchange of, a Policy to determine
whether such premium or change would cause the Policy (or the new Policy in
the case of an exchange) to be treated as a modified endowment contract.
Under the Code, all modified endowment contracts, issued by us (or an
affiliated company) to the same policy owner during any calendar year will be
treated as one modified endowment contract for purposes of determining the
amount includable in gross income under Section 72(e) of the Code. Additional
rules may be promulgated under this provision to prevent avoidance of its
effects through serial contracts or otherwise. For further information on
current aggregation rules under this provision, see your own tax adviser. A
life insurance policy received in exchange for a modified endowment contract
will also be treated as a modified endowment contract. Accordingly, a policy
owner should consult a tax adviser before effecting an exchange of any life
insurance policy.
Federal estate and state and local estate, inheritance, and other tax
consequences of ownership or receipt of Policy proceeds depend upon the
circumstances of each policy owner or beneficiary. A competent tax adviser
should be consulted for further information.
The Policies may be used in various arrangements, including nonqualified
deferred
compensation or salary continuance plans, split dollar insurance plans,
executive bonus
plans, retiree medical benefit plans and others. The tax consequences of such
plans may vary depending on the particular facts and circumstances of each
individual arrangement. Therefore, if you are contemplating the use of such
Policies in any arrangement the value of which depends in part on its tax
consequences, you should be sure to consult a qualified tax adviser regarding
the tax attributes of the particular arrangement.
It should be understood that the foregoing description of the federal income
tax consequences under the Policies is not exhaustive and that special rules
are provided with respect to situations not discussed. Statutory changes in
the Internal Revenue Code, with varying effective dates, and regulations
adopted thereunder may also alter the tax consequences of specific factual
situations. Due to the complexity of the applicable laws, tax advice may be
needed by a person contemplating the purchase of a variable life insurance
policy or exercising elections under such a policy. For further information, a
qualified tax adviser should be consulted.
At the present time, we make no charge to the Variable Life Account for any
Federal, state or local taxes that we incur that may be attributable to such
Account or to the Policies. We, however, reserve the right in the future to
make a charge for any such tax or other economic burden resulting from the
application of the tax laws that we determine to be properly attributable to
the Variable Life Account or the Policies.

39
<PAGE>

TRUSTEES AND PRINCIPAL MANAGEMENT OFFICERS OF MINNESOTA MUTUAL

<TABLE>
<CAPTION>
TRUSTEES PRINCIPAL OCCUPATION
-------- --------------------
<C> <S>
Giulio Agostini Senior Vice President, Finance and Administrative
Services, Minnesota Mining and Manufacturing
Company, Maplewood, Minnesota
Anthony L. Andersen Chair-Board of Directors, H. B. Fuller Company, St.
Paul, Minnesota (Adhesive Products) since June
1995, prior thereto for more than five years
President and Chief Executive Officer, H. B. Fuller
Company
John F. Grundhofer Chairman of the Board, President and Chief
Executive Officer, First Bank System, Inc.,
Minneapolis, Minnesota (Banking)
Harold V. Haverty Retired since May 1995, prior thereto, for more
than five years Chairman of the Board, President
and Chief Executive Officer, Deluxe Corporation,
Shoreview, Minnesota (Check Printing)
David S. Kidwell, Ph.D. Dean and Professor of Finance, The Curtis L.
Carlson School of Management, University of
Minnesota
Reatha C. King, Ph.D. President and Executive Director, General Mills
Foundation, Minneapolis, Minnesota
Thomas E. Rohricht Member, Doherty, Rumble & Butler Professional
Association, St. Paul, Minnesota (Attorneys)
Terry Tinson Saario, Ph.D. Prior to March 1996, and for more than five years,
President, Northwest Area Foundation, St. Paul,
Minnesota (Private Regional Foundation)
Robert L. Senkler Chairman of the Board, President and Chief
Executive Officer, The Minnesota Mutual Life
Insurance Company since August 1995; prior thereto
for more than five years Vice President and
Actuary, The Minnesota Mutual Life Insurance
Company
Michael E. Shannon Chairman, Chief Financial and Administrative
Officer, Ecolab Inc., St. Paul, Minnesota, since
August 1992, prior thereto President, Residential
Services Group, Ecolab Inc., St. Paul, Minnesota
from October 1990 to July 1992 (Develops and
Markets Cleaning and Sanitizing Products)
Frederick T. Weyerhaeuser Chairman, Clearwater Investment Trust since May
1996, prior thereto for more than five years
Chairman, Clearwater Management Company, St. Paul,
Minnesota (Financial Management)
</TABLE>
Principal Officers (other than Trustees)

<TABLE>
<CAPTION>
NAME POSITION
---- --------
<C> <S>
John F. Bruder Senior Vice President
Keith M. Campbell Vice President
Paul H. Gooding Vice President and Treasurer
Robert E. Hunstad Executive Vice President
James E. Johnson Senior Vice President and Actuary
Richard D. Lee Vice President
</TABLE>

<TABLE>
<CAPTION>
NAME POSITION
---- --------
<C> <S>
Joel W. Mahle Vice President
Dennis E. Prohofsky Senior Vice President, General Counsel and Secretary
Gregory S. Strong Vice President and Actuary
Terrence M. Sullivan Senior Vice President
Randy F. Wallake Senior Vice President
</TABLE>

40
<PAGE>

All Trustees who are not also officers of Minnesota Mutual have had the
principal occupation (or employers) shown for at least five years. All
officers of Minnesota Mutual have been employed by Minnesota Mutual for at
least five years.

VOTING RIGHTS
We will vote the Fund shares held in the various sub-accounts of the
Variable Life Account at regular and special shareholder
meetings of the Fund in accordance with your instructions. If, however, the
1940 Act or any regulation thereunder should change and we determine that it
is permissible to vote the Fund shares in our own right, we may elect to do
so. The number of votes as to which you have the right to instruct will be
determined by dividing your Policy's actual cash value in a sub-account by the
net asset value per share of the corresponding Fund portfolio. Fractional
shares will be counted. The number of votes as to which you have the right to
instruct will be determined as of the date coincident with the date
established by the Fund for determining shareholders eligible to vote at the
meeting of the Fund. Voting instructions will be solicited in writing prior to
such meeting in accordance with procedures established by the Fund. We will
vote Fund shares held by the Variable Life Account as to which no instructions
are received in proportion to the voting instructions which are received from
policy owners with respect to all Policies participating in the Variable Life
Account. Each policy owner having a voting interest will receive proxy
material, reports and other material relating to the Fund.
We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that shares be voted so as to
cause a change in subclassification or investment policies of the Fund or
approve or disapprove an investment advisory contract of the Fund. In
addition, we may disregard voting instructions in favor of changes in the
investment policies or the investment adviser of the Fund if we reasonably
disapprove of such changes. A change would be disapproved only if the proposed
change is contrary to state law or disapproved by state regulatory authorities
on a determination that the change would be detrimental to the interests of
policy owners or if we determined that the change would be inconsistent with
the investment objectives of the Fund or would result in the purchase of
securities for the Fund which vary from the general quality and nature of
investments and
investment techniques utilized by other separate accounts created by us or any
of our affiliates which have similar investment objectives. In the event that
we disregard voting instructions, a summary of that action and the reason for
such action will be included in your next semi-annual report.

DISTRIBUTION OF POLICIES

The Policies will be sold by our state licensed life insurance agents who
are also registered representatives of MIMLIC Sales Corporation ("MIMLIC
Sales") or of other broker-dealers who have entered into selling agreements
with MIMLIC Sales. MIMLIC Sales acts as principal underwriter for the
Policies. MIMLIC Sales is a wholly-owned subsidiary of MIMLIC Corporation,
which in turn is a wholly-owned subsidiary of Minnesota Mutual. MIMLIC
Corporation is also the sole owner of the shares of Advantus Capital, a
registered investment adviser and the investment adviser to the Fund.
MIMLIC Sales Corporation, whose address is 400 Robert Street North, St.
Paul, Minnesota 55101-2098, is a registered broker-dealer under the Securities
Exchange Act of 1934 and a member of the National Association of Securities
Dealers, Inc. The Policies are sold in the states where their sale is lawful.
The insurance underwriting and the determination of a proposed insured's risk
classification and whether to accept or reject an application for a Policy is
done in accordance with our rules and standards.
Commissions to registered representatives on the sale of Policies include:
up to 50 percent of gross premium in the first policy year; 6 percent of the
gross premium in policy years two through ten; 2 percent in policy years
thereafter; and 0 percent of nonrepeating premiums. This description of
commissions shows the maximum amount of commissions payable under the Variable
Adjustable Life Insurance Policy for plans of insurance described as
protection and whole life insurance plans. The commissions payable on premiums
received for plans described as greater than whole life plans will differ from
the percentages shown above, as a first year commission will be paid only on
such amounts as we may classify as a first year premium, based upon a whole
life premium per $1,000 of face amount and a Policy face amount of $100,000.
The

41
<PAGE>

premiums received in excess of that amount will pay commissions at a rate of 4
percent.
In addition, MIMLIC Sales Corporation or Minnesota Mutual will pay, based
uniformly on the sales of Variable Adjustable Life Insurance Policies by
registered representatives, credits which allow registered
representatives (Agents) who are responsible for sales of the Policies to
attend conventions and other meetings sponsored by us or our affiliates for
the purpose of promoting the sale of insurance and/or investment products
offered by us and our affiliates. Such credits may cover the registered
representatives' transportation, hotel accommodations, meals, registration
fees and the like. We may also pay registered representatives additional
amounts based upon their production and the persistency of life insurance and
annuity business placed with us.

LEGAL MATTERS
Legal matters in connection with federal securities laws applicable to the
issue and sale of the Variable Adjustable Life Policies have been passed upon
by Jones & Blouch L.L.P., 1025 Thomas Jefferson Street, N.W., Washington, D.C.
20007. All other legal matters, including the right to issue such Policies
under Minnesota law and applicable regulations thereunder, have been passed
upon by Donald F. Gruber, Esquire, 400 Robert Street North, St. Paul,
Minnesota 55101.

LEGAL PROCEEDINGS
As an insurance company, we are ordinarily involved in litigation. We are of
the opinion that such litigation is not material with
respect to the Policies or the Variable Life Account.

EXPERTS
The financial statements of Minnesota Mutual and the Variable Life Account
included in this prospectus have been audited by KPMG Peat Marwick LLP,
independent auditors, 4200 Norwest Center, 90 South Seventh Street,
Minneapolis, Minnesota 55402, whose reports thereon appears elsewhere herein,
and have been so included in reliance upon the report of KPMG Peat Marwick LLP
and upon the authority of said firm as experts in accounting and auditing.
Actuarial matters included in this prospectus have been examined by Jaymes
G. Hubbell, F.S.A., Second Vice President and Actuary of Minnesota Mutual, as
stated in his opinion filed as an exhibit to the Registration Statement.

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
Policies 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 Life Account, Minnesota Mutual,
and the Policies. Statements contained in this prospectus as to the contents
of Policies and other legal instruments are summaries, and reference is made
to such instruments as filed.

42
<PAGE>

SPECIAL TERMS
As used in this prospectus, the following terms have the indicated meanings:
ACTUAL CASH VALUE: the value of your Variable Life Account and guaranteed
principal account interest under a Policy. It is composed of a Policy's
interest in the guaranteed principal account and in one or more sub-accounts of
the Variable Life Account. The interest in each is valued separately. For each
Variable Life Account sub-account, the value is determined by multiplying the
current number of sub-account units credited to a Policy by the current sub-
account unit value. Actual cash value does not include the loan account.
BASE PREMIUM: the premium less any amount deducted from the premium for
additional benefits and, for VAL '95, for sub-standard risks.
CODE: the Internal Revenue Code of 1986, as amended.

FUND: the mutual fund or separate investment portfolio within a series mutual
fund which we have designated as an eligible investment for the Variable Life
Account, currently, Advantus Series Fund, Inc. and its Portfolios.
GENERAL ACCOUNT: all of our assets other than those in the Variable Life
Account or in other separate accounts established by us.
GUARANTEED PRINCIPAL ACCOUNT: the portion of the general account of Minnesota
Mutual which is attributable to Policies of this class, exclusive of policy
loans. It is not a separate account or a division of the general account.
LOAN ACCOUNT: the portion of the general account attributable to policy loans
under Policies of this type. The loan account balance is the sum of all
outstanding loans under this Policy.
NET SINGLE PREMIUM: the amount of money necessary, at the insured's attained
age, to pay for all future guaranteed cost of insurance charges for the entire
lifetime of the insured, or for the coverage period in the case of extended
term insurance, without the payment of additional premium. This determination
shall assume that the current face amount of the Policy will remain constant
and that the Policy will perform at its assumed rate of return.
NONREPEATING PREMIUM: a payment made to this Policy in addition to its
scheduled payments.
POLICY OWNER: the owner of a Policy.
POLICY VALUE: the actual cash value of a Policy plus any policy loan.
POLICY YEAR: a period of one year beginning with the policy date or a policy
anniversary.
PREMIUM: a scheduled payment required for this Policy.
UNIT: an accounting device used to determine the interest of a Policy in the
sub-accounts of the Variable Life Account.
VALUATION DATE: each date on which a Fund Portfolio is valued.
VALUATION PERIOD: the period between successive valuation dates measured from
the time of one determination to the next.
VARIABLE LIFE ACCOUNT: a separate investment account called the Minnesota
Mutual Variable Life Account, where the investment experience of its assets is
kept separate from our other assets.
WE, OUR, US: The Minnesota Mutual Life Insurance Company.
YOU, YOUR: the policy owner.

43
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Trustees of The Minnesota Mutual Life Insurance Company

and Contract Owners of Minnesota Mutual Variable Life Account:

We have audited the accompanying statements of assets and liabilities of the
Growth, Bond, Money Market, Asset Allocation, Mortgage Securities, Index 500,
Capital Appreciation, International Stock, Small Company and Value Stock
Segregated Sub-Accounts of Minnesota Mutual Variable Life Account (the
Account) as of December 31, 1996 and the related statements of operations and
changes in net assets for each of the years in the three-year period ended
December 31, 1996 (years ended December 31, 1996 and 1995 and the period from
May 2, 1994 to December 31, 1994 for the Value Stock Segregated Sub-Account)
and the financial highlights for periods in footnote (6). These financial
statements and the financial highlights are the responsibility of the
Account's management. Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and the
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Investments owned at December 31, 1996 were verified
by examination of the underlying portfolios of MIMLIC Series Fund, Inc. An
audit also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Growth, Bond, Money
Market, Asset Allocation, Mortgage Securities, Index 500, Capital
Appreciation, International Stock, Small Company and Value Stock Segregated
Sub-Accounts of Minnesota Mutual Variable Life Account at December 31, 1996
and the results of their operations, changes in their net assets and the
financial highlights for the periods stated in the first paragraph above, in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Minneapolis, Minnesota

February 14, 1997

44
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
-------------------------------- ---------------------------------------------
MONEY ASSET MORTGAGE CAPITAL
ASSETS GROWTH BOND MARKET ALLOCATION SECURITIES INDEX 500 APPRECIATION
------ ----------- ---------- --------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments in
shares of MIMLIC
Series Fund, Inc.:
Growth Portfolio,
17,843,664 shares
at net asset
value of $2.343
per share (cost
$36,799,248)..... $41,812,703 -- -- -- -- -- --
Bond Portfolio,
11,447,356 shares
at net asset
value of $1.283
per share (cost
$14,228,679)..... -- 14,690,192 -- -- -- -- --
Money Market
Portfolio,
6,472,735 shares
at net asset
value of $1.000
per share (cost
$6,472,735)...... -- -- 6,472,735 -- -- -- --
Asset Allocation
Portfolio,
42,990,825 shares
at net asset
value of $1.865
per share (cost
$71,092,231)..... -- -- -- 80,173,829 -- -- --
Mortgage Securi-
ties Portfolio,
7,488,503 shares
at net asset
value of $1.187
per share (cost
$8,578,929)...... -- -- -- -- 8,885,876 -- --
Index 500 Portfo-
lio, 20,986,596
shares at net as-
set value of
$2.409 per share
(cost
$40,143,423)..... -- -- -- -- -- 50,550,629 --
Capital Apprecia-
tion Portfolio,
23,969,997 shares
at net asset
value of $2.471
per share (cost
$48,530,230)..... -- -- -- -- -- -- 59,240,353
International
Stock Portfolio,
31,440,193 shares
at net asset
value of $1.597
per share (cost
$43,229,837)..... -- -- -- -- -- -- --
Small Company
Portfolio,
21,911,074 shares
at net asset
value of $1.535
per share (cost
$32,846,806)..... -- -- -- -- -- -- --
Value Stock Port-
folio, 10,821,665
shares at net as-
set value of
$1.591 per share
(cost
$15,551,266)..... -- -- -- -- -- -- --
----------- ---------- --------- ---------- --------- ---------- ----------
41,812,703 14,690,192 6,472,735 80,173,829 8,885,876 50,550,629 59,240,353
Receivable from
Minnesota Mutual
for policy pur-
chase payments.... 132,168 83,752 22,782 166,949 9,346 239,801 148,568
Receivable from
MIMLIC Series
Fund, Inc. for in-
vestments sold.... 43,141 12,120 9,326 70,299 7,501 32,094 46,564
Dividends receiv-
able from MIMLIC
Series Fund, Inc.. -- -- 1 -- -- -- --
----------- ---------- --------- ---------- --------- ---------- ----------
Total assets.... 41,988,012 14,786,064 6,504,844 80,411,077 8,902,723 50,822,524 59,435,485
----------- ---------- --------- ---------- --------- ---------- ----------
<CAPTION>
LIABILITIES
-----------
<S> <C> <C> <C> <C> <C> <C> <C>
Payable to MIMLIC
Series Fund, Inc.
for investments
purchased......... 132,168 83,752 22,782 166,949 9,346 239,801 148,568
Payable to Minne-
sota Mutual for
policy termina-
tions and mortal-
ity and expense
charges........... 43,141 12,120 9,326 70,299 7,501 32,094 46,564
----------- ---------- --------- ---------- --------- ---------- ----------
Total liabili-
ties............ 175,309 95,872 32,108 237,248 16,847 271,895 195,132
----------- ---------- --------- ---------- --------- ---------- ----------
NET ASSETS APPLI-
CABLE TO POLICY
OWNERS............ $41,812,703 14,690,192 6,472,736 80,173,829 8,885,876 50,550,629 59,240,353
=========== ========== ========= ========== ========= ========== ==========
UNITS OUTSTANDING. 16,176,371 7,366,222 4,082,791 32,104,595 4,175,648 17,250,529 19,778,274
=========== ========== ========= ========== ========= ========== ==========
NET ASSET VALUE
PER UNIT.......... $ 2.586 1.994 1.585 2.497 2.128 2.930 2.995
=========== ========== ========= ========== ========= ========== ==========
<CAPTION>
-----------------------------------
INTERNATIONAL SMALL VALUE
ASSETS STOCK COMPANY STOCK
------ ------------- ---------- ----------
<S> <C> <C> <C>
Investments in
shares of MIMLIC
Series Fund, Inc.:
Growth Portfolio,
17,843,664 shares
at net asset
value of $2.343
per share (cost
$36,799,248)..... -- -- --
Bond Portfolio,
11,447,356 shares
at net asset
value of $1.283
per share (cost
$14,228,679)..... -- -- --
Money Market
Portfolio,
6,472,735 shares
at net asset
value of $1.000
per share (cost
$6,472,735)...... -- -- --
Asset Allocation
Portfolio,
42,990,825 shares
at net asset
value of $1.865
per share (cost
$71,092,231)..... -- -- --
Mortgage Securi-
ties Portfolio,
7,488,503 shares
at net asset
value of $1.187
per share (cost
$8,578,929)...... -- -- --
Index 500 Portfo-
lio, 20,986,596
shares at net as-
set value of
$2.409 per share
(cost
$40,143,423)..... -- -- --
Capital Apprecia-
tion Portfolio,
23,969,997 shares
at net asset
value of $2.471
per share (cost
$48,530,230)..... -- -- --
International
Stock Portfolio,
31,440,193 shares
at net asset
value of $1.597
per share (cost
$43,229,837)..... 50,217,042 -- --
Small Company
Portfolio,
21,911,074 shares
at net asset
value of $1.535
per share (cost
$32,846,806)..... -- 33,630,035 --
Value Stock Port-
folio, 10,821,665
shares at net as-
set value of
$1.591 per share
(cost
$15,551,266)..... -- -- 17,213,125
------------- ---------- ----------
50,217,042 33,630,035 17,213,125
Receivable from
Minnesota Mutual
for policy pur-
chase payments.... 175,980 166,189 142,419
Receivable from
MIMLIC Series
Fund, Inc. for in-
vestments sold.... 30,393 26,572 10,398
Dividends receiv-
able from MIMLIC
Series Fund, Inc.. -- -- --
------------- ---------- ----------
Total assets.... 50,423,415 33,822,796 17,365,942
------------- ---------- ----------
<CAPTION>
LIABILITIES
-----------
<S> <C> <C> <C>
Payable to MIMLIC
Series Fund, Inc.
for investments
purchased......... 175,980 166,189 142,419
Payable to Minne-
sota Mutual for
policy termina-
tions and mortal-
ity and expense
charges........... 30,393 26,572 10,398
------------- ---------- ----------
Total liabili-
ties............ 206,373 192,761 152,817
------------- ---------- ----------
NET ASSETS APPLI-
CABLE TO POLICY
OWNERS............ 50,217,042 33,630,035 17,213,125
============= ========== ==========
UNITS OUTSTANDING. 28,056,128 19,918,050 9,648,331
============= ========== ==========
NET ASSET VALUE
PER UNIT.......... 1.790 1.689 1.784
============= ========== ==========
</TABLE>

See accompanying notes to financial statements.

45
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT
STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
------------------------------------ --------------------------------------------------
MONEY ASSET MORTGAGE CAPITAL
GROWTH BOND MARKET ALLOCATION SECURITIES INDEX 500 APPRECIATION
----------- ---------- ----------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income
(loss):
Investment income
distributions from
underlying mutual
fund (note 4)...... $ 278,451 603,154 294,271 2,095,397 499,341 476,493 --
Mortality and
expense charges
(note 3)........... (173,630) (60,937) (30,589) (350,927) (39,632) (195,010) (255,630)
----------- ---------- ----------- ----------- ---------- ----------- -----------
Investment
income (loss)--
net............ 104,821 542,217 263,682 1,744,470 459,709 281,483 (255,630)
----------- ---------- ----------- ----------- ---------- ----------- -----------
Realized and
unrealized gains
(losses) on
investments--net:
Realized gain dis-
tributions from
underlying mutual
fund
(note 4)........... 2,616,611 108,728 -- 3,836,599 -- 246,659 1,271,186
----------- ---------- ----------- ----------- ---------- ----------- -----------
Realized gains on
sales of
investments:
Proceeds from
sales ........... 10,268,042 4,634,557 11,833,538 17,461,424 2,268,982 12,438,876 13,655,575
Cost of invest-
ments sold....... (9,164,050) (4,546,166) (11,833,538) (15,718,684) (2,242,472) (10,121,928) (11,287,215)
----------- ---------- ----------- ----------- ---------- ----------- -----------
1,103,992 88,391 -- 1,742,740 26,510 2,316,948 2,368,360
----------- ---------- ----------- ----------- ---------- ----------- -----------
Net realized
gains on
investments.... 3,720,603 197,119 -- 5,579,339 26,510 2,563,607 3,639,546
----------- ---------- ----------- ----------- ---------- ----------- -----------
Net change in
unrealized
appreciation or
depreciation of
investments........ 1,398,787 (343,676) -- 682,688 (107,111) 4,756,817 4,331,602
----------- ---------- ----------- ----------- ---------- ----------- -----------
Net gains
(losses) on
investments.... 5,119,390 (146,557) -- 6,262,027 (80,601) 7,320,424 7,971,148
----------- ---------- ----------- ----------- ---------- ----------- -----------
Net increase in
net assets
resulting from
operations..... $ 5,224,211 395,660 263,682 8,006,497 379,108 7,601,907 7,715,518
=========== ========== =========== =========== ========== =========== ===========
<CAPTION>
-------------------------------------
INTERNATIONAL SMALL VALUE
STOCK COMPANY STOCK
------------- ----------- -----------
<S> <C> <C> <C>
Investment income
(loss):
Investment income
distributions from
underlying mutual
fund (note 4)...... 928,852 70,099 134,162
Mortality and
expense charges
(note 3)........... (199,522) (136,946) (51,183)
------------- ----------- -----------
Investment
income (loss)--
net............ 729,330 (66,847) 82,979
------------- ----------- -----------
Realized and
unrealized gains
(losses) on
investments--net:
Realized gain dis-
tributions from
underlying mutual
fund
(note 4)........... 1,016,871 3,093,113 1,024,043
------------- ----------- -----------
Realized gains on
sales of
investments:
Proceeds from
sales ........... 11,921,319 8,855,781 3,885,317
Cost of invest-
ments sold....... (10,844,232) (7,746,510) (3,415,633)
------------- ----------- -----------
1,077,087 1,109,271 469,684
------------- ----------- -----------
Net realized
gains on
investments.... 2,093,958 4,202,384 1,493,727
------------- ----------- -----------
Net change in
unrealized
appreciation or
depreciation of
investments........ 4,335,633 (2,840,532) 1,239,111
------------- ----------- -----------
Net gains
(losses) on
investments.... 6,429,591 1,361,852 2,732,838
------------- ----------- -----------
Net increase in
net assets
resulting from
operations..... 7,158,921 1,295,005 2,815,817
============= =========== ===========
</TABLE>

See accompanying notes to financial statements.

46
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT

STATEMENTS OF OPERATIONS (CONTINUED)

YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
---------------------------------- -------------------------------------------------
MONEY ASSET MORTGAGE INDEX CAPITAL
GROWTH BOND MARKET ALLOCATION SECURITIES 500 APPRECIATION
---------- ---------- ---------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income
(loss):
Investment income
distributions from
underlying mutual
fund (note 4)...... $ 199,832 261,591 208,114 1,419,229 418,709 345,109 --
Mortality and
expense charges
(note 3)........... (115,565) (40,308) (19,640) (258,919) (32,719) (108,911) (178,191)
---------- ---------- ---------- ----------- ---------- ---------- ----------
Investment in-
come (loss)--
net............ 84,267 221,283 188,474 1,160,310 385,990 236,198 (178,191)
---------- ---------- ---------- ----------- ---------- ---------- ----------
Realized and
unrealized gains on
investments--net:
Realized gain
distributions from
underlying mutual
fund (note 4)...... 752,601 -- -- 518,544 -- 136,462 820,112
---------- ---------- ---------- ----------- ---------- ---------- ----------
Realized gains on
sales of
investments:
Proceeds from
sales............ 6,707,133 3,668,871 5,767,756 15,788,909 2,440,457 6,976,079 10,629,551
Cost of
investments sold. (6,150,138) (3,547,747) (5,767,756) (14,667,948) (2,419,084) (5,975,182) (9,193,408)
---------- ---------- ---------- ----------- ---------- ---------- ----------
556,995 121,124 -- 1,120,961 21,373 1,000,897 1,436,143
---------- ---------- ---------- ----------- ---------- ---------- ----------
Net realized
gains on
investments.... 1,309,596 121,124 -- 1,639,505 21,373 1,137,359 2,256,255
---------- ---------- ---------- ----------- ---------- ---------- ----------
Net change in
unrealized
appreciation or
depreciation of
investments......... 3,358,404 1,040,640 -- 8,349,477 623,587 5,160,678 4,611,948
---------- ---------- ---------- ----------- ---------- ---------- ----------
Net gains on
investments.... 4,668,000 1,161,764 -- 9,988,982 644,960 6,298,037 6,868,203
---------- ---------- ---------- ----------- ---------- ---------- ----------
Net increase in
net assets
resulting from
operations.. $4,752,267 1,383,047 188,474 11,149,292 1,030,950 6,534,235 6,690,012
========== ========== ========== =========== ========== ========== ==========
<CAPTION>
-------------------------------------
INTERNATIONAL SMALL VALUE
STOCK COMPANY STOCK
------------- ----------- -----------
<S> <C> <C> <C>
Investment income
(loss):
Investment income
distributions from
underlying mutual
fund (note 4)...... -- 23,415 38,421
Mortality and
expense charges
(note 3)........... (125,629) (72,140) (14,473)
------------- ----------- -----------
Investment in-
come (loss)--
net............ (125,629) (48,725) 23,948
------------- ----------- -----------
Realized and
unrealized gains on
investments--net:
Realized gain
distributions from
underlying mutual
fund (note 4)...... -- 203,581 220,693
------------- ----------- -----------
Realized gains on
sales of
investments:
Proceeds from
sales............ 9,110,210 4,928,714 1,202,928
Cost of
investments sold. (8,713,211) (4,259,828) (1,092,357)
------------- ----------- -----------
396,999 668,886 110,571
------------- ----------- -----------
Net realized
gains on
investments.... 396,999 872,467 331,264
------------- ----------- -----------
Net change in
unrealized
appreciation or
depreciation of
investments......... 2,953,006 3,168,698 429,503
------------- ----------- -----------
Net gains on
investments.... 3,350,005 4,041,165 760,767
------------- ----------- -----------
Net increase in
net assets
resulting from
operations.. 3,224,376 3,992,440 784,715
============= =========== ===========
</TABLE>

See accompanying notes to financial statements.

47
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT

STATEMENTS OF OPERATIONS (CONTINUED)

YEAR ENDED DECEMBER 31, 1994 (PERIOD FROM MAY 2, 1994

TO DECEMBER 31, 1994 FOR VALUE STOCK)

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
----------------------------------- -------------------------------------------------
MONEY ASSET MORTGAGE INDEX CAPITAL
GROWTH BOND MARKET ALLOCATION SECURITIES 500 APPRECIATION
----------- ---------- ---------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income
(loss):
Investment income
distributions from
underlying mutual
fund (note 4) ..... $ 137,686 176,495 116,862 750,369 209,882 199,386 17,564
Mortality and
expense charges
(note 3) .......... (74,204) (23,955) (15,521) (189,661) (25,132) (66,230) (111,166)
----------- ---------- ---------- ----------- ---------- ---------- ----------
Investment
income (loss)--
net ........... 63,482 152,540 101,341 560,708 184,750 133,156 (93,602)
----------- ---------- ---------- ----------- ---------- ---------- ----------
Realized and
unrealized gains
(losses) on
investments--net:
Realized gain
distributions from
underlying mutual
fund (note 4) ..... 283,186 110,137 -- 218,666 99,701 40,363 298,807
----------- ---------- ---------- ----------- ---------- ---------- ----------
Realized gains on
sales of
investments:
Proceeds from
sales ........... 5,517,029 2,347,048 5,451,482 15,550,866 2,436,609 4,825,884 9,432,639
Cost of
investments sold
................. (5,436,921) (2,445,624) (5,451,482) (15,569,220) (2,529,982) (4,668,104) (8,941,876)
----------- ---------- ---------- ----------- ---------- ---------- ----------
80,108 (98,576) -- (18,354) (93,373) 157,780 490,763
----------- ---------- ---------- ----------- ---------- ---------- ----------
Net realized
gains on
investments ... 363,294 11,561 -- 200,312 6,328 198,143 789,570
----------- ---------- ---------- ----------- ---------- ---------- ----------
Net change in
unrealized
appreciation or
depreciation of
investments ........ (346,307) (384,138) -- (1,400,184) (369,942) (229,615) (85,694)
----------- ---------- ---------- ----------- ---------- ---------- ----------
Net gains
(losses) on
investments ... 16,987 (372,577) -- (1,199,872) (363,614) (31,472) 703,876
----------- ---------- ---------- ----------- ---------- ---------- ----------
Net increase
(decrease) in
net assets
resulting from
operations .... $ 80,469 (220,037) 101,341 (639,164) (178,864) 101,684 610,274
=========== ========== ========== =========== ========== ========== ==========
<CAPTION>
----------------------------------
INTERNATIONAL SMALL VALUE
STOCK COMPANY STOCK
------------- ----------- --------
<S> <C> <C> <C>
Investment income
(loss):
Investment income
distributions from
underlying mutual
fund (note 4) ..... 351,737 11,999 7,337
Mortality and
expense charges
(note 3) .......... (70,069) (22,967) (1,056)
------------- ----------- --------
Investment
income (loss)--
net ........... 281,668 (10,968) 6,281
------------- ----------- --------
Realized and
unrealized gains
(losses) on
investments--net:
Realized gain
distributions from
underlying mutual
fund (note 4) ..... 577,998 -- 2,954
------------- ----------- --------
Realized gains on
sales of
investments:
Proceeds from
sales ........... 5,232,132 2,297,893 75,011
Cost of
investments sold
................. (4,886,541) (2,270,554) (75,414)
------------- ----------- --------
345,591 27,339 (403)
------------- ----------- --------
Net realized
gains on
investments ... 923,589 27,339 2,551
------------- ----------- --------
Net change in
unrealized
appreciation or
depreciation of
investments ........ (1,491,123) 391,884 (6,755)
------------- ----------- --------
Net gains
(losses) on
investments ... (567,534) 419,223 (4,204)
------------- ----------- --------
Net increase
(decrease) in
net assets
resulting from
operations .... (285,866) 408,255 2,077
============= =========== ========
</TABLE>

See accompanying notes to financial statements.

48
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
------------------------------------------------- ----------------------------------------------------
MONEY ASSET MORTGAGE INDEX CAPITAL INTERNATIONAL
GROWTH BOND MARKET ALLOCATION SECURITIES 500 APPRECIATION STOCK
----------- ---------- ----------- ----------- ---------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operations:
Investment
income (loss)--
net............ $ 104,821 542,217 263,682 1,744,470 459,709 281,483 (255,630) 729,330
Net realized
gains on
investments.... 3,720,603 197,119 -- 5,579,339 26,510 2,563,607 3,639,546 2,093,958
Net change in
unrealized
appreciation or
depreciation of
investments.... 1,398,787 (343,676) -- 682,688 (107,111) 4,756,817 4,331,602 4,335,633
----------- ---------- ----------- ----------- ---------- ----------- ----------- -----------
Net increase in
net assets
resulting from
operations...... 5,224,211 395,660 263,682 8,006,497 397,108 7,601,907 7,715,518 7,158,921
----------- ---------- ----------- ----------- ---------- ----------- ----------- -----------
Policy
transactions
(notes 3, 4 and
5):
Policy purchase
payments....... 18,240,045 8,476,494 12,682,354 27,630,678 3,385,663 26,341,081 22,471,971 23,422,864
Policy
withdrawals and
charges........ (10,094,412) (4,573,620) (11,802,949) (17,110,497) (2,229,350) (12,243,866) (13,399,945) (11,721,797)
----------- ---------- ----------- ----------- ---------- ----------- ----------- -----------
Increase in net
assets from
policy
transactions.... 8,145,633 3,902,874 879,405 10,520,181 1,156,313 14,097,215 9,072,026 11,701,067
----------- ---------- ----------- ----------- ---------- ----------- ----------- -----------
Increase in net
assets.......... 13,369,844 4,298,534 1,143,087 18,526,678 1,535,421 21,699,122 16,787,544 18,859,988
Net assets at the
beginning of
year............ 28,442,859 10,391,658 5,329,649 61,647,151 7,350,455 28,851,507 42,452,809 31,357,054
----------- ---------- ----------- ----------- ---------- ----------- ----------- -----------
Net assets at the
end of year..... $41,812,703 14,690,192 6,472,736 80,173,829 8,885,876 50,550,629 59,240,353 50,217,042
=========== ========== =========== =========== ========== =========== =========== ===========
<CAPTION>
---------------------------
SMALL VALUE
COMPANY STOCK
----------- -----------
<S> <C> <C> <C>
Operations:
Investment
income (loss)--
net............ (66,847) 82,979
Net realized
gains on
investments.... 4,202,384 1,493,727
Net change in
unrealized
appreciation or
depreciation of
investments.... (2,840,532) 1,239,111
----------- -----------
Net increase in
net assets
resulting from
operations...... 1,295,005 2,815,817
----------- -----------
Policy
transactions
(notes 3, 4 and
5):
Policy purchase
payments....... 20,175,123 12,940,411
Policy
withdrawals and
charges........ (8,718,835) (3,834,134)
----------- -----------
Increase in net
assets from
policy
transactions.... 11,456,288 9,106,277
----------- -----------
Increase in net
assets.......... 12,751,293 11,922,094
Net assets at the
beginning of
year............ 20,878,742 5,291,031
----------- -----------
Net assets at the
end of year..... 33,630,035 17,213,125
=========== ===========
</TABLE>

See accompanying notes to financial statements.

49
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
----------------------------------- -------------------------------------------------
MONEY ASSET MORTGAGE CAPITAL
GROWTH BOND MARKET ALLOCATION SECURITIES INDEX 500 APPRECIATION
----------- ---------- ---------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Operations:
Investment
income (loss)--
net............ $ 84,267 221,283 188,474 1,160,310 385,990 236,198 (178,191)
Net realized
gains on
investments.... 1,309,596 121,124 -- 1,639,505 21,373 1,137,359 2,256,255
Net change in
unrealized
appreciation or
depreciation of
investments.... 3,358,404 1,040,640 -- 8,349,477 623,587 5,160,678 4,611,948
----------- ---------- ---------- ----------- ---------- ---------- -----------
Net increase in
net assets
resulting from
operations...... 4,752,267 1,383,047 188,474 11,149,292 1,030,950 6,534,235 6,690,012
----------- ---------- ---------- ----------- ---------- ---------- -----------
Policy
transactions
(notes 3, 4 and
5):
Policy purchase
payments....... 12,408,482 6,659,641 6,662,290 23,396,902 3,100,448 13,185,123 19,128,138
Policy
withdrawals and
charges........ (6,591,568) (3,628,563) (5,748,116) (15,529,990) (2,407,738) (6,867,168) (10,451,360)
----------- ---------- ---------- ----------- ---------- ---------- -----------
Increase in net
assets from
policy
transactions.... 5,816,914 3,031,078 914,174 7,866,912 692,710 6,317,955 8,676,778
----------- ---------- ---------- ----------- ---------- ---------- -----------
Increase in net
assets.......... 10,569,181 4,414,125 1,102,648 19,016,204 1,723,660 12,852,190 15,366,790
Net assets at the
beginning of
year ........... 17,873,678 5,977,533 4,227,001 42,630,947 5,626,795 15,999,317 27,086,019
----------- ---------- ---------- ----------- ---------- ---------- -----------
Net assets at the
end of year..... $28,442,859 10,391,658 5,329,649 61,647,151 7,350,455 28,851,507 42,452,809
=========== ========== ========== =========== ========== ========== ===========
<CAPTION>
-------------------------------------
INTERNATIONAL SMALL VALUE
STOCK COMPANY STOCK
------------- ----------- -----------
<S> <C> <C> <C>
Operations:
Investment
income (loss)--
net............ (125,629) (48,725) 23,948
Net realized
gains on
investments.... 396,999 872,467 331,264
Net change in
unrealized
appreciation or
depreciation of
investments.... 2,953,006 3,168,698 429,503
------------- ----------- -----------
Net increase in
net assets
resulting from
operations...... 3,224,376 3,992,440 784,715
------------- ----------- -----------
Policy
transactions
(notes 3, 4 and
5):
Policy purchase
payments....... 17,215,167 13,158,472 4,688,860
Policy
withdrawals and
charges........ (8,984,581) (4,856,574) (1,188,455)
------------- ----------- -----------
Increase in net
assets from
policy
transactions.... 8,230,586 8,301,898 3,500,405
------------- ----------- -----------
Increase in net
assets.......... 11,454,962 12,294,338 4,285,120
Net assets at the
beginning of
year ........... 19,902,092 8,584,404 1,005,911
------------- ----------- -----------
Net assets at the
end of year..... 31,357,054 20,878,742 5,291,031
============= =========== ===========
</TABLE>

See accompanying notes to financial statements.

50
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEAR ENDED DECEMBER 31, 1994 (PERIOD FROM MAY 2, 1994

TO DECEMBER 31, 1994 FOR VALUE STOCK)

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
----------------------------------- -------------------------------------------------
MONEY ASSET MORTGAGE INDEX CAPITAL
GROWTH BOND MARKET ALLOCATION SECURITIES 500 APPRECIATION
----------- ---------- ---------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Operations:
Investment
income (loss)--
net............ $ 63,482 152,540 101,341 560,708 184,750 133,156 (93,602)
Net realized
gains on
investments.... 363,294 11,561 -- 200,312 6,328 198,143 789,570
Net change in
unrealized
appreciation or
depreciation of
investments.... (346,307) (384,138) -- (1,400,184) (369,942) (229,615) (85,694)
----------- ---------- ---------- ----------- ---------- ---------- ----------
Net increase
(decrease) in
net assets
resulting from
operations...... 80,469 (220,037) 101,341 (639,164) (178,864) 101,684 610,274
----------- ---------- ---------- ----------- ---------- ---------- ----------
Policy
transactions
(notes 3, 4 and
5):
Policy purchase
payments....... 11,306,528 4,667,840 6,967,161 25,106,087 3,862,411 9,928,770 17,095,782
Policy withdraw-
als and
charges........ (5,442,825) (2,323,093) (5,435,960) (15,361,205) (2,411,477) (4,759,654) (9,321,473)
----------- ---------- ---------- ----------- ---------- ---------- ----------
Increase in net
assets from
policy
transactions.... 5,863,703 2,344,747 1,531,201 9,744,882 1,450,934 5,169,116 7,774,309
----------- ---------- ---------- ----------- ---------- ---------- ----------
Increase in net
assets.......... 5,944,172 2,124,710 1,632,542 9,105,718 1,272,070 5,270,800 8,384,583
Net assets at the
beginning of pe-
riod............ 11,929,506 3,852,823 2,594,459 33,525,229 4,354,725 10,728,517 18,701,436
----------- ---------- ---------- ----------- ---------- ---------- ----------
Net assets at the
end of period... $17,873,678 5,977,533 4,227,001 42,630,947 5,626,795 15,999,317 27,086,019
=========== ========== ========== =========== ========== ========== ==========
<CAPTION>
------------------------------------
INTERNATIONAL SMALL VALUE
STOCK COMPANY STOCK
------------- ----------- ----------
<S> <C> <C> <C>
Operations:
Investment
income (loss)--
net............ 281,668 (10,968) 6,281
Net realized
gains on
investments.... 923,589 27,339 2,551
Net change in
unrealized
appreciation or
depreciation of
investments.... (1,491,123) 391,884 (6,755)
------------- ----------- ----------
Net increase
(decrease) in
net assets
resulting from
operations...... (285,866) 408,255 2,077
------------- ----------- ----------
Policy
transactions
(notes 3, 4 and
5):
Policy purchase
payments....... 17,030,883 9,002,013 1,077,789
Policy withdraw-
als and
charges........ (5,162,063) (2,274,926) (73,955)
------------- ----------- ----------
Increase in net
assets from
policy
transactions.... 11,868,820 6,727,087 1,003,834
------------- ----------- ----------
Increase in net
assets.......... 11,582,954 7,135,342 1,005,911
Net assets at the
beginning of pe-
riod............ 8,319,138 1,449,062 --
------------- ----------- ----------
Net assets at the
end of period... 19,902,092 8,584,404 1,005,911
============= =========== ==========
</TABLE>

See accompanying notes to financial statements.

51
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION

The Minnesota Mutual Variable Life Account (the Account) was established on
October 21, 1985 as a segregated asset account of The Minnesota Mutual Life
Insurance Company (Minnesota Mutual) under Minnesota law and is registered as a
unit investment trust under the Investment Company Act of 1940 (as amended).
There are currently two types of variable life policies each consisting has ten
segregated sub-accounts to which policy owners may allocate their purchase
payments. The financial statements presented herein include both types of
variable life policies. Variable Adjustable Life and Variable Adjustable Life
Second Death, offered by the Account.

On May 2, 1994, an additional segregated sub-account, Value Stock, was added
to the Account.

The assets of each segregated sub-account are held for the exclusive benefit
of the variable adjustable life insurance policy owners and are not chargeable
with liabilities arising out of the business conducted by any other account or
by Minnesota Mutual. Variable adjustable life policy owners allocate their
purchase payments to one or more of the ten segregated sub-accounts. Such
payments are then invested in shares of MIMLIC Series Fund, Inc. (the Fund)
which was organized by Minnesota Mutual as the investment vehicle for its
variable life insurance policies and variable annuity contracts. The Fund is
registered under the Investment Company Act of 1940 (as amended) as a
diversified, open-end management investment company. Payments allocated to the
Growth, Bond, Money Market, Asset Allocation, Mortgage Securities, Index 500,
Capital Appreciation, International Stock, Small Company and Value Stock
segregated sub-accounts are invested in shares of the Growth, Bond, Money
Market, Asset Allocation, Mortgage Securities, Index 500, Capital Appreciation,
International Stock, Small Company and Value Stock Portfolios of the Fund,
respectively.

MIMLIC Sales Corporation acts as the underwriter for the Account. MIMLIC
Asset Management Company acts as the investment adviser for the Fund. MIMLIC
Sales Corporation is a wholly-owned subsidiary of MIMLIC Asset Management
Company. MIMLIC Asset Management Company is a wholly-owned subsidiary of
Minnesota Mutual.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Investments in MIMLIC Series Fund, Inc.

Investments in shares of the Fund portfolios are stated at market value which
is the net asset value per share as determined daily by the Fund. Investment
transactions are accounted for on the date the shares are purchased or sold.
The cost of investments sold is determined on the average cost method. All
dividend distributions received from the Fund are reinvested in additional
shares of the Fund and are recorded by the sub-accounts on the ex-dividend
date.

Federal Income Taxes

The Account is treated as part of Minnesota Mutual for federal income tax
purposes. Under current interpretations of existing federal income tax law, no
income taxes are payable on investment income or capital gain distributions
received by the Account from the Fund.

(3) MORTALITY AND EXPENSE AND OTHER POLICY CHARGES

The mortality and expense charge paid to Minnesota Mutual is computed daily and
is equal, on an annual basis, to .50% of the average daily net assets of the
Account. This charge is an expense of the Account and is deducted daily from
net assets of the Account.

52
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(3) MORTALITY AND EXPENSE AND OTHER POLICY CHARGES (CONTINUED)

Policy purchase payments are reflected net of the following charges paid to
Minnesota Mutual:

A basic sales load of 7 percent is deducted from each premium payment.
A first year sales load not to exceed 23 percent may also be deducted.
Total sales charges deducted from premium payments for the years ended
December 31, 1996, 1995 and 1994 amounted to $13,357,161, $11,373,694
and $10,312,243, respectively.

An underwriting charge is deducted from first year purchase payments
in an amount not to exceed $5 per $1,000 of face amount of insurance.
The amount may vary by the age of the insured and the premium level for
a given amount of insurance. The underwriting charge is paid for
administrative costs associated with issuance or adjustment of policies.
Total underwriting charges deducted from premium payments for the years
ended December 31, 1996, 1995 and 1994 amounted to $6,155,712,
$4,549,011 and $4,826,308, respectively.

A premium tax charge in the amount of 2.5 percent is deducted from
each premium payment. Premium taxes are paid to state and local
governments. Total premium tax charges deducted from premium payments
for the years ended December 31, 1996, 1995 and 1994 amounted to
$3,465,457, $2,687,472 and $2,147,159, respectively.

A face amount guarantee charge of 1.5 percent is deducted from each
Variable Adjustable Life policy premium payment. The charge is paid for
the guarantee that the death benefit will always be at least equal to
the current face amount of insurance regardless of the investment
performance. Total face amount guarantee charges deducted from premium
payments for the years ended December 31, 1996, 1995 and 1994 amounted
to $1,794,822, $1,411,514 and $1,125,385, respectively.

Beginning in 1996, a federal tax charge of 1.25 percent is deducted
from each Variable Adjustable Life Second Death policy premium payment.
The federal tax charge is paid to offset additional corporate federal
income taxes incurred by Minnesota Mutual under the Omnibus Budget
Reconciliation Act of 1990. Total federal tax charges for the year ended
December 31, 1996 amounted to $14,298.

In addition to deductions from premium payments, an administration charge,
certain transaction charges, a cost of insurance charge and a charge for sub-
standard risks, if any, are assessed from the actual cash value of each policy.
In addition, a face amount guarantee charge is assessed from the actual cash
value of each Variable Adjustable Second Death policy. These charges are paid
by redeeming units of the Account held by the individual policy owner. The
administration charge is $60 for each policy year for Variable Adjustable Life
policies and $120 for each policy year for Variable Adjustable Life Second
Death policies. The transaction charges are for expenses incurred by Minnesota
Mutual for processing certain transactions. A charge of $25 is assessed for
each policy adjustment. A charge, not to exceed $10, may be assessed for each
transfer of actual cash value among the segregated sub-accounts. The face
amount guarantee charge is guaranteed not to exceed 3 cents per thousand
dollars of face amount per month.

The cost of insurance charge varies with the amount of insurance, the
insured's age, sex, risk class, level of scheduled premium and duration of the
policy. The charge for substandard risks is for providing death benefits for
policies which have mortality risks in excess of the standard.

53
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(3) MORTALITY AND EXPENSE AND OTHER POLICY CHARGES (CONTINUED)

The total of cash value charges for the years ended December 31, 1996, 1995
and 1994 for each segregated sub-account (years ended December 31, 1996 and
1995 and period from May 3, 1994 to December 31, 1994 for Value Stock) are as
follows:

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Growth $3,958,312 $3,235,518 $2,691,861
Bond 1,780,681 1,359,743 968,023
Money Market 741,727 624,184 406,353
Asset Allocation 7,673,171 7,306,035 7,226,753
Mortgage Securities 859,703 881,050 914,930
Index 500 4,389,029 2,752,710 2,186,930
Capital Appreciation 5,701,873 4,809,954 4,034,243
International Stock 5,145,385 3,938,698 2,670,738
Small Company 3,921,958 2,514,829 1,114,925
Value Stock 1,802,043 619,624 45,146
</TABLE>

(4) INVESTMENT TRANSACTIONS

The Account's purchases of Fund shares, including reinvestment of dividend
distributions, were as follows during the years ended December 31, 1996, 1995
and 1994 (years ended December 31, 1996 and 1995 and period from May 2, 1994 to
December 31, 1994 for Value Stock):

<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Growth Portfolio $21,135,107 $13,360,915 $11,727,400
Bond Portfolio 9,188,376 6,921,232 4,954,472
Money Market Portfolio 12,978,090 6,869,537 7,083,425
Asset Allocation Portfolio 33,562,674 25,334,675 26,075,122
Mortgage Securities Portfolio 3,885,004 3,519,157 4,171,994
Index 500 Portfolio 27,064,233 13,666,694 10,168,519
Capital Appreciation Portfolio 23,743,157 19,948,250 17,412,153
International Stock Portfolio 25,368,587 17,215,167 17,960,618
Small Company Portfolio 23,338,335 13,385,468 9,014,012
Value Stock Portfolio 14,098,616 4,947,974 1,088,077
</TABLE>

54
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(5) UNIT ACTIVITY FROM POLICY TRANSACTIONS

Transactions in units for each segregated sub-account for the years ended
December 31, 1996, 1995 and 1994 were as follows:

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
----------------------------------------------------------
MONEY ASSET MORTGAGE
GROWTH BOND MARKET ALLOCATION SECURITIES
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Units outstanding at
December 31, 1993 6,671,352 2,240,344 1,849,721 18,341,417 2,419,453
Policy purchase pay-
ments 6,348,390 2,825,826 4,896,347 14,022,145 2,217,484
Deductions for policy
withdrawals and
charges (3,055,525) (1,406,940) (3,825,731) (8,593,765) (1,385,966)
---------- ---------- ---------- ---------- ----------
Units outstanding at
December 31, 1994 9,964,217 3,659,230 2,920,337 23,769,797 3,250,971
Policy purchase pay-
ments 6,094,908 3,681,345 4,467,894 11,590,519 1,632,915
Deductions for policy
withdrawals and
charges (3,236,631) (2,000,036) (3,878,440) (7,727,043) (1,267,630)
---------- ---------- ---------- ---------- ----------
Units outstanding at
December 31, 1995 12,822,494 5,340,539 3,509,791 27,633,273 3,616,256
Policy purchase pay-
ments 7,527,990 4,397,925 8,165,940 11,761,903 1,651,580
Deductions for policy
withdrawals and
charges (4,174,113) (2,372,242) (7,592,940) (7,290,581) (1,092,188)
---------- ---------- ---------- ---------- ----------
Units outstanding at
December 31, 1996 16,176,371 7,366,222 4,082,791 32,104,595 4,175,648
========== ========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
-------------------------------------------------------------
INDEX CAPITAL INTERNATIONAL SMALL VALUE
500 APPRECIATION STOCK COMPANY STOCK
---------- ------------ ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Units outstanding at
December 31, 1993 6,074,831 9,082,661 6,244,750 1,261,521 --
Policy purchase pay-
ments 5,628,519 8,441,310 12,670,160 7,794,579 1,043,691
Deductions for policy
withdrawals and
charges (2,705,628) (4,594,837) (3,852,160) (1,981,167) (71,753)
---------- ---------- ---------- ---------- ----------
Units outstanding at
December 31, 1994 8,997,722 12,929,134 15,062,750 7,074,933 971,938
Policy purchase pay-
ments 6,137,740 8,025,347 12,197,396 9,459,804 3,860,586
Deductions for policy
withdrawals and
charges (3,218,181) (4,366,808) (6,376,829) (3,444,979) (968,230)
---------- ---------- ---------- ---------- ----------
Units outstanding at
December 31, 1995 11,917,281 16,587,673 20,883,317 13,089,758 3,864,294
Policy purchase pay-
ments 9,927,022 7,957,386 14,398,443 12,096,257 8,210,018
Deductions for policy
withdrawals and
charges (4,593,774) (4,766,785) (7,225,632) (5,267,965) (2,425,981)
---------- ---------- ---------- ---------- ----------
Units outstanding at
December 31, 1996 17,250,529 19,778,274 28,056,128 19,918,050 9,648,331
========== ========== ========== ========== ==========
</TABLE>

55
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(6) FINANCIAL HIGHLIGHTS

The following tables for each segregated sub-account show certain data for an
accumulation unit outstanding during the periods indicated:

GROWTH

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994 1993 1992
------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year $2.218 1.794 1.788 1.718 1.647
------ ----- ----- ----- -----
Income from investment operations:
Net investment income .007 .008 .008 .010 .009
Net gains or losses on securities (both real-
ized and unrealized) .361 .416 (.002) .060 .062
------ ----- ----- ----- -----
Total from investment operations .368 .424 .006 .070 .071
------ ----- ----- ----- -----
Unit value, end of year $2.586 2.218 1.794 1.788 1.718
====== ===== ===== ===== =====
</TABLE>

BOND

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1996 1995 1994 1993 1992
------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year $1.946 1.634 1.720 1.567 1.477
------ ----- ----- ----- -----
Income (loss) from investment operations:
Net investment income .085 .050 .054 .048 .055
Net gains or losses on securities (both real-
ized and unrealized) (.037) .262 (.140) .105 .035
------ ----- ----- ----- -----
Total from investment operations .048 .312 (.086) .153 .090
------ ----- ----- ----- -----
Unit value, end of year $1.994 1.946 1.634 1.720 1.567
====== ===== ===== ===== =====
</TABLE>

MONEY MARKET

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1996 1995 1994 1993 1992
------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year $1.518 1.447 1.403 1.373 1.337
------ ----- ----- ----- -----
Income from investment operations:
Net investment income .067 .071 .044 .030 .036
------ ----- ----- ----- -----
Total from investment operations .067 .071 .044 .030 .036
------ ----- ----- ----- -----
Unit value, end of year $1.585 1.518 1.447 1.403 1.373
====== ===== ===== ===== =====
</TABLE>

ASSET ALLOCATION

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994 1993 1992
------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year $2.231 1.793 1.828 1.726 1.617
------ ----- ----- ----- -----
Income (loss) from investment operations:
Net investment income .058 .045 .027 .021 .016
Net gains or losses on securities (both real-
ized and unrealized) .208 .393 (.062) .081 .093
------ ----- ----- ----- -----
Total from investment operations .266 .438 (.035) .102 .109
------ ----- ----- ----- -----
Unit value, end of year $2.497 2.231 1.793 1.828 1.726
====== ===== ===== ===== =====
</TABLE>

56
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(6) FINANCIAL HIGHLIGHTS (CONTINUED)

MORTGAGE SECURITIES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1996 1995 1994 1993 1992
------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year $2.032 1.731 1.800 1.656 1.564
------ ----- ----- ----- -----
Income (loss) from investment operations:
Net investment income .119 .112 .064 .054 .044
Net gains or losses on securities (both real-
ized and unrealized) (.023) .189 (.133) .090 .048
------ ----- ----- ----- -----
Total from investment operations .096 .301 (.069) .144 .092
------ ----- ----- ----- -----
Unit value, end of year $2.128 2.032 1.731 1.800 1.656
====== ===== ===== ===== =====
</TABLE>

INDEX 500

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994 1993 1992
------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year $2.421 1.778 1.766 1.617 1.514
------ ----- ----- ----- -----
Income from investment operations:
Net investment income .019 .023 .018 .017 .013
Net gains or losses on securities (both real-
ized and unrealized) .490 .620 (.006) .132 .090
------ ----- ----- ----- -----
Total from investment operations .509 .643 .012 .149 .103
------ ----- ----- ----- -----
Unit value, end of year $2.930 2.421 1.778 1.766 1.617
====== ===== ===== ===== =====
</TABLE>

CAPITAL APPRECIATION

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1996 1995 1994 1993 1992
------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year $2.559 2.095 2.059 1.874 1.793
------ ----- ----- ----- -----
Income from investment operations:
Net investment loss (.014) (.012) (.009) (.005) (.003)
Net gains or losses on securities (both
realized and unrealized) .450 .476 .045 .190 .084
------ ----- ----- ----- -----
Total from investment operations .436 .464 .036 .185 .081
------ ----- ----- ----- -----
Unit value, end of year $2.995 2.559 2.095 2.059 1.874
====== ===== ===== ===== =====
</TABLE>

INTERNATIONAL STOCK

<TABLE>
<CAPTION>
PERIOD FROM
MAY 1,
YEAR ENDED DECEMBER 31, 1992* TO
-------------------------- DECEMBER
1996 1995 1994 1993 31, 1992
------ ----- ----- ----- -----------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of period $1.502 1.321 1.332 .929 1.000
------ ----- ----- ----- -----
Income (loss) from investment operations:
Net investment income (loss) .030 (.007) .027 .007 .025
Net gains or losses on securities (both
realized and unrealized) .258 .188 (.038) .396 (.096)
------ ----- ----- ----- -----
Total from investment operations .288 .181 (.011) .403 (.071)
------ ----- ----- ----- -----
Unit value, end of period $1.790 1.502 1.321 1.332 .929
====== ===== ===== ===== =====
</TABLE>

57
<PAGE>

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(6) FINANCIAL HIGHLIGHTS (CONTINUED)

SMALL COMPANY

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED MAY 3,
DECEMBER 31, 1993* TO
-------------------- DECEMBER
1996 1995 1994 31, 1993
------ ----- ----- -----------
<S> <C> <C> <C> <C>
Unit value, beginning of period $1.594 1.213 1.149 1.000
------ ----- ----- -----
Income from investment operations:
Net investment loss (.004) (.005) (.003) (.004)
Net gains or losses on securities (both re-
alized and unrealized) .099 .386 .067 .153
------ ----- ----- -----
Total from investment operations .095 .381 .064 .149
------ ----- ----- -----
Unit value, end of period $1.689 1.594 1.213 1.149
====== ===== ===== =====
</TABLE>

VALUE STOCK

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED MAY 2,
DECEMBER 31, 1994* TO
------------ DECEMBER
1996 1995 31, 1994
------ ----- -----------
<S> <C> <C> <C>
Unit value, beginning of period $1.369 1.035 1.000
------ ----- -----
Income from investment operations:
Net investment income .013 .010 .019
Net gains on securities (both realized and
unrealized) .402 .324 .016
------ ----- -----
Total from investment operations .415 .334 .035
------ ----- -----
Unit value, end of period $1.784 1.369 1.035
====== ===== =====
</TABLE>

- -------

*Commencement of the segregated sub-account's operations.

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Trustees

The Minnesota Mutual Life Insurance Company

We have audited the accompanying consolidated balance sheets of The Minnesota
Mutual Life Insurance Company and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of operations and policyowners'
surplus and cash flows for each of the years in the three-year period ended
December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The
Minnesota Mutual Life Insurance Company and subsidiaries as of December 31,
1996 and 1995, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1996 in
conformity with generally accepted accounting principles. As discussed in Note
2 to the consolidated financial statements, the Company adopted Statement of
Financial Accounting Standards No. 120, "Accounting and Reporting by Mutual
Life Insurance Enterprises and by Insurance Enterprises for Certain Long-
Duration Participating Contracts," in 1996.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
in the accompanying schedules is presented for purposes of additional analysis
and is not a required part of the basic financial statements. Such information
has been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

KPMG Peat Marwick LLP
Minneapolis, Minnesota

February 10, 1997

53
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS

<TABLE>
<CAPTION>
1996 1995
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Fixed maturity securities:
Available-for-sale, at fair value (amortized cost
$4,558,975 and $4,525,352) $ 4,674,082 $ 4,761,561
Held-to-maturity, at amortized cost (fair value
$1,179,112 and $1,281,523) 1,125,638 1,180,654
Equity securities, at fair value (cost $429,509 and
$277,554) 549,797 384,882
Mortgage loans, net 608,808 608,537
Real estate, net 43,082 47,256
Policy loans 204,178 198,716
Short-term investments 122,772 72,841
Other invested assets 98,247 91,530
----------- -----------
Total investments 7,426,604 7,345,977
Cash 57,140 48,358
Finance receivables, net 259,192 226,720
Deferred policy acquisition costs 589,517 539,732
Accrued investment income 90,996 98,373
Premiums receivable 77,140 85,247
Property and equipment, net 55,050 50,809
Reinsurance recoverables 126,629 102,198
Other assets 54,798 46,530
Separate account assets 3,706,256 2,609,460
----------- -----------
Total assets $12,443,322 $11,153,404
=========== ===========

LIABILITIES AND POLICYOWNERS' SURPLUS

Liabilities:
Policy and contract account balances $ 4,310,015 $ 4,287,083
Future policy and contract benefits 1,638,720 1,554,898
Pending policy and contract claims 70,577 55,812
Other policyowner funds 396,848 371,537
Policyowner dividends payable 49,899 50,450
Unearned premiums and fees 207,111 210,494
Federal income tax liability:
Current 25,643 39,516
Deferred 149,665 173,905
Other liabilities 286,042 320,607
Notes payable 319,000 279,967
Separate account liabilities 3,691,374 2,596,285
----------- -----------
Total liabilities 11,144,894 9,940,554
Policyowners' surplus:
Unassigned surplus 1,190,116 1,059,598
Net unrealized investment gains 108,312 153,252
----------- -----------
Total policyowners' surplus 1,298,428 1,212,850
----------- -----------
Total liabilities and policyowners' surplus $12,443,322 $11,153,404
=========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

54
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND POLICYOWNERS' SURPLUS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Revenues:
Premiums $ 612,359 $ 603,770 $ 562,018
Policy and contract fees 245,966 214,203 188,115
Net investment income 530,987 515,047 486,101
Net realized investment gains 59,546 66,643 25,769
Finance charge income 46,932 39,937 34,258
Other income 51,630 40,250 30,106
---------- ---------- ---------
Total revenues 1,547,420 1,479,850 1,326,367
---------- ---------- ---------
Benefits and expenses:
Policyowner benefits 541,520 517,771 498,424
Interest credited to policies and con-
tracts 288,967 297,145 283,626
General operating expenses 302,618 273,425 253,317
Commissions 103,370 93,465 87,631
Administrative and sponsorship fees 79,360 76,223 71,143
Dividends to policyowners 24,804 27,282 26,672
Interest on notes payable 22,798 11,128 7,295
Increase in deferred policy acquisition
costs (15,312) (29,822) (43,974)
---------- ---------- ---------
Total benefits and expenses 1,348,125 1,266,617 1,184,134
---------- ---------- ---------
Income from operations before taxes 199,295 213,233 142,233
Federal income tax expense:
Current 68,033 71,379 63,641
Deferred 744 11,995 (1,511)
---------- ---------- ---------
Total federal income tax expense 68,777 83,374 62,130
Net income $ 130,518 $ 129,859 $ 80,103
========== ========== =========

STATEMENTS OF POLICYOWNERS' SURPLUS

Policyowners' surplus, beginning of year $1,212,850 $ 874,577 $ 892,510
Net income 130,518 129,859 80,103
Change in net unrealized investment
gains and losses (44,940) 208,414 (98,036)
---------- ---------- ---------
Policyowners' surplus, end of year $1,298,428 $1,212,850 $ 874,577
========== ========== =========
</TABLE>

See accompanying notes to consolidated financial statements.

55
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 130,518 $ 129,859 $ 80,103
Adjustments to reconcile net income to net
cash provided by operating activities:
Interest credited to annuity and insur-
ance contracts 275,968 288,218 277,863
Fees deducted from policy and contract
balances (206,780) (201,575) (188,226)
Change in future policy benefits 84,389 100,025 63,328
Change in other policyowner liabilities 16,099 (4,762) (16,794)
Change in deferred policy acquisition
costs (15,312) (29,822) (43,974)
Change in premiums due and other receiv-
ables (26,142) (18,039) 38,166
Change in federal income tax liabilities (12,055) 18,376 17,854
Net realized investment gains (59,546) (66,643) (25,769)
Other, net 29,987 36,561 28,958
---------- ---------- ----------
Net cash provided by operating activi-
ties 217,126 252,198 231,509
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of:
Fixed maturity securities, available-
for-sale 877,682 1,349,348 653,498
Equity securities 352,901 203,493 88,645
Mortgage loans 15,567 4,315 20,912
Real estate 11,678 15,948 17,571
Other invested assets 12,280 10,775 28,305
Proceeds from maturities and repayments
of:
Fixed maturity securities, available-
for-sale 329,550 253,576 327,337
Fixed maturity securities, held-to-matu-
rity 114,222 127,617 75,648
Mortgage loans 94,703 104,730 126,134
Cost of purchases of:
Fixed maturity securities, available-
for-sale (1,228,048) (1,975,130) (1,123,125)
Fixed maturity securities, held-to-matu-
rity (60,612) (140,763) (131,820)
Equity securities (446,599) (212,142) (131,483)
Mortgage loans (108,691) (209,399) (145,964)
Real estate (3,786) (16,554) (10,985)
Other invested assets (29,271) (20,517) (12,732)
Finance receivable originations or pur-
chases (175,876) (167,298) (134,867)
Finance receivable principal payments 142,723 123,515 104,539
Other, net (43,662) (19,292) 15,309
---------- ---------- ----------
Net cash used for investing activities (145,239) (567,778) (233,078)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits credited to annuity and insurance
contracts 657,405 710,525 647,237
Withdrawals from annuity and insurance
contracts (702,681) (563,569) (645,969)
Proceeds from issuance of surplus notes -- 124,967 --
Proceeds from issuance of debt by subsidi-
ary 60,000 50,000 30,000
Payments on debt by subsidiary (21,000) (10,000) (9,100)
Other, net (6,898) (3,801) (5,940)
---------- ---------- ----------
Net cash provided by (used for) fi-
nancing activities (13,174) 308,122 16,228
---------- ---------- ----------
Net increase (decrease) in cash and short-
term investments 58,713 (7,458) 14,659
Cash and short-term investments, beginning
of year 121,199 128,657 113,998
---------- ---------- ----------
Cash and short-term investments, end of
year $ 179,912 $ 121,199 $ 128,657
========== ========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

56
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) NATURE OF OPERATIONS

The Minnesota Mutual Life Insurance Company (the Company), both directly and
through its subsidiaries, provides a diversified array of insurance and
financial products and services designed principally to protect and enhance the
long-term financial well-being of individuals and families.

The Company's strategy is to be successful in carefully selected niche
markets, primarily in the United States, while focusing on the retention of
existing business and the maintenance of profitability. To achieve this
objective, the Company has divided its businesses into four strategic business
units which focus on various markets: Individual, Financial Services, Group,
and Pension. Revenues reported in 1996 by these business units were
$780,250,000, $279,554,000, $213,461,000 and $104,059,000, respectively.
Additional revenues of $170,096,000 were reported by the Company's
subsidiaries.

At December 31, 1996, the Company was one of the 11 largest mutual life
insurance company groups in the United States, as measured by total assets. The
Company serves nearly seven million people through more than 4,000 associates
located at its St. Paul headquarters and in 81 general agencies and 43 regional
offices throughout the United States.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP), which vary in
certain respects from accounting practices prescribed or permitted by state
insurance regulatory authorities. The consolidated financial statements include
the accounts of The Minnesota Mutual Life Insurance Company and its
subsidiaries (collectively, "the Company"). All material intercompany
transactions and balances have been eliminated.

The preparation of financial statements in conformity with GAAP requires
management to make certain estimates and assumptions that affect reported
assets and liabilities, including reporting or disclosure of contingent assets
and liabilities as of the balance sheet date and the reported amounts of
revenues and expenses during the reporting period. Actual results could vary
from management's estimates.

New Accounting Principles

In 1995 and prior years, the Company prepared its financial statements
according to statutory accounting practices prescribed or permitted by the
Commerce Department of the State of Minnesota (Department of Commerce), and
these accounting practices were considered GAAP for mutual life insurance
companies.

In April 1993, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 40 (the Interpretation), "Applicability of Generally
Accepted Accounting Principles to Mutual Life Insurance and Other Enterprises."
The Interpretation was supposed to become effective for fiscal years beginning
after December 15, 1994 and stated that financial statements prepared in
accordance with statutory accounting practices would no longer be considered to
be in conformity with GAAP. The Interpretation requires all mutual life
insurance companies that report their financial statements in conformity with
GAAP to apply all applicable authoritative GAAP pronouncements, with the
exception of Statements of Financial Accounting Standards (SFAS) No. 60,
"Accounting and Reporting by Insurance Enterprises," No. 97, "Accounting and
Reporting by Insurance Enterprises for Certain Long Duration Contracts and
Realized Gains and Losses from the Sale of Investments," and No. 113,
"Accounting for Reinsurance of Short-Duration and Long-Duration Contracts."

In January 1995, the FASB issued SFAS 120, "Accounting and Reporting by
Mutual Life Insurance Enterprises and by Insurance Enterprises for Certain Long
Duration Participating Contracts." This statement deferred the implementation
of the Interpretation to fiscal years beginning after December 15, 1995 and
extended the requirements of SFAS Nos. 60, 97 and 113 to mutual life insurance
enterprises.

SFAS No. 120 also requires mutual life insurance enterprises to adopt
Statement of Position 95-1, "Accounting for Certain Insurance Activities of
Mutual Life Insurance Enterprises," which was issued by the American Institute
of Certified Public Accountants.

57
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company adopted SFAS No. 120 on January 1, 1996, and the accompanying
1994 and 1995 financial statements and related notes have been restated to
conform with the presentation of the 1996 GAAP financial statements.

The Company will continue to prepare financial statements according to
statutory accounting practices prescribed or permitted by the Department of
Commerce for purposes of filing with the Department of Commerce, the National
Association of Insurance Commissioners and states in which the Company is
licensed to do business. The significant differences between statutory and GAAP
financial results are presented in Note 12.

Insurance Revenues and Expenses

Premiums on traditional life products, which include individual whole life and
term insurance and immediate annuities, are credited to revenue when due. For
accident and health and group life products, premiums are credited to revenue
over the contract period as earned. Benefits and expenses are recognized in
relation to premiums over the contract period via a provision for future policy
benefits and the amortization of deferred policy acquisition costs.

Nontraditional life products include individual adjustable and variable life
insurance and group universal and variable life insurance. Revenue from
nontraditional life products and deferred annuities is comprised of policy and
contract fees charged for the cost of insurance, policy administration and
surrenders. Expenses include the portion of claims not covered by and interest
credited to the related policy and contract account balances. Policy
acquisition costs are amortized relative to gross margins.

Deferred Policy Acquisition Costs

The costs of acquiring new and renewal business, which vary with and are
primarily related to the production of new and renewal business, are generally
deferred to the extent recoverable from future premiums or expected gross
profits. Deferrable costs include commissions, underwriting expenses and
certain other selling and issue costs.

For traditional life, accident and health and group life products, deferred
acquisition costs are amortized over the premium paying period in proportion to
the ratio of annual premium revenues to ultimate anticipated premium revenues.
The ultimate premium revenues are estimated based upon the same assumptions
used to calculate the future policy benefits.

For nontraditional life products and deferred annuities, deferred acquisition
costs are amortized over the estimated lives of the contracts in relation to
the present value of estimated gross profits from surrender charges and
investment, mortality and expense margins.

Deferred acquisition costs amortized were $125,978,000, $104,940,000 and
$86,477,000 for the years ended December 31, 1996, 1995 and 1994, respectively.

Finance Charge Income and Receivables

Finance charge income represents fees and interest charged on consumer loans.
The Company uses the interest (actuarial) method of accounting for finance
charges and interest on finance receivables. Accrual of finance charges and
interest is suspended when a loan is contractually delinquent for more than 60
days and is subsequently recognized when received. Accrual is resumed when the
loan is contractually less than 60 days past due. An allowance for
uncollectible amounts is maintained by direct charges to operations at an
amount which management believes, based upon historical losses and economic
conditions, is adequate to absorb probable losses on existing receivables that
may become uncollectible. The reported receivables are net of this allowance.

Valuation of Investments

Fixed maturity securities (bonds) which the Company has the positive intent and
ability to hold to maturity are classified as held-to-maturity and are carried
at amortized cost, net of write-downs for other than temporary declines in
value. Premiums and discounts are amortized or accreted over the estimated
lives of the securities based on the interest yield method. Fixed maturity
securities which may be sold prior to maturity are classified as available-for-
sale and carried at fair value.

58
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Equity securities (common stocks and preferred stocks) are carried at fair
value. Equity securities also include initial contributions to affiliated
registered investment funds that are managed by a subsidiary of the Company.
These contributions are carried at the market value of the underlying net
assets of the funds.

Mortgage loans are carried at amortized cost less an allowance for
uncollectible amounts. Premiums and discounts are amortized or accreted over
the terms of the mortgage loans based on the interest yield method. A mortgage
loan is considered impaired if it is probable that contractual amounts due will
not be collected. Impaired mortgage loans are valued at the fair value of the
underlying collateral. Interest income on impaired mortgage loans is recorded
on an accrual basis. However, when the likelihood of collection is doubtful,
interest income is recognized when received.

Fair values of fixed maturity securities and equity securities are based on
quoted market prices, where available. If quoted market prices are not
available, fair values are estimated using values obtained from independent
pricing services which specialize in matrix pricing and modeling techniques for
estimating fair values. Fair values of mortgage loans are based upon discounted
cash flows, quoted market prices and matrix pricing.

Real estate is carried at cost less accumulated depreciation and an allowance
for estimated losses. Accumulated depreciation on real estate at December 31,
1996 and 1995, was $5,968,000 and $8,342,000, respectively.

Policy loans are carried at the unpaid principal balance.

Derivative Financial Instruments

The Company entered into equity swaps in 1996 as part of an overall risk
management strategy. The swaps are used to hedge exposure to market risk on
$400,000,000 of the Company's common stock portfolio. The swaps are based upon
certain stock indices, and settlement with the counterparties will take place
in January 1998. If, at the time of settlement for a particular swap, the
designated stock index has fallen below a specified level, the counterparty
will pay the Company an amount based upon the decline in the index and the
stock portfolio value protected by the swap. If, at the time of settlement, the
designated stock index has risen, the Company will pay the counterparty an
amount based upon the increase in the index and 25% of the stock portfolio
value protected by the swap.

The basic types of risks associated with derivatives are market risk (that
the value of the derivative will be adversely affected by changes in the
market) and credit risk (that the counterparty will not perform according to
the contract terms). To reduce credit risk, the swap contracts require that the
counterparties maintain sufficient credit ratings and provide collateral under
certain circumstances.

The swaps are carried at fair value, which is based upon dealer quotes.
Changes in fair value are recorded directly in policyowners' surplus. Upon
settlement of the swaps, gains or losses are recognized in income.

Capital Gains and Losses

Realized and unrealized capital gains and losses are determined on the specific
identification method. Write-downs of held-to-maturity securities and the
provision for credit losses on mortgage loans and real estate are recorded as
realized losses.

Changes in the fair value of fixed maturity securities available-for-sale and
equity securities are recorded as a separate component of policyowners'
surplus, net of taxes and related adjustments to deferred policy acquisition
costs and unearned policy and contract fees.

Property and Equipment

Property and equipment are carried at cost, net of accumulated depreciation of
$81,962,000 and $75,507,000 at December 31, 1996 and 1995, respectively.
Buildings are depreciated over 40 years and equipment is generally depreciated
over 5 to 10 years. Depreciation expense for the years ended December 31, 1996,
1995 and 1994, was $6,454,000, $5,941,000 and $8,136,000, respectively.

59
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Separate Accounts

Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the exclusive benefit of certain policyowners
and contractholders. The Company receives administrative and investment
advisory fees for services rendered on behalf of these funds. Separate account
assets and liabilities are carried at fair value, based upon the market value
of the investments held in the segregated funds.

The Company periodically invests money in its separate accounts. The market
value of such investments is included with separate account assets and amounted
to $14,882,000 and $13,175,000 as of December 31, 1996 and 1995, respectively.

Policyowner Liabilities

Policy and contract account balances represent the net accumulation of funds
associated with nontraditional life products and deferred annuities. Additions
to the account balances include premiums, deposits and interest credited by the
Company. Decreases in the account balances include surrenders, withdrawals,
benefit payments, and charges assessed for the cost of insurance, policy
administration and surrenders.

Future policy and contract benefits are comprised of reserves for traditional
life, group life, and accident and health products. The reserves were
calculated using the net level premium method based upon assumptions regarding
investment yield, mortality, morbidity, and withdrawal rates determined at the
date of issue, commensurate with the Company's experience. Provision has been
made in certain cases for adverse deviations from these assumptions.

Other policyowner funds are comprised of dividend accumulations, premium
deposit funds and supplementary contracts without life contingencies.

Participating Business

Substantially all of the Company's premium revenues are derived from
participating policies. Dividends and other discretionary payments are declared
by the Board of Trustees based upon actuarial determinations which take into
consideration current mortality, interest earnings, expense factors and federal
income taxes. Dividends are recognized as expenses consistent with the
recognition of premiums.

Income Taxes

Current income taxes are charged to operations based upon amounts estimated to
be payable as a result of taxable operations for the current year. Deferred
income tax assets and liabilities are recognized for the future tax
consequences attributable to the differences between financial statement
carrying amounts and income tax bases of assets and liabilities.

Reinsurance Recoverables

Insurance liabilities are reported before the effects of ceded reinsurance.
Reinsurance recoverables represent amounts due from reinsurers for paid and
unpaid benefits, expense reimbursements, prepaid premiums and future policy
benefits.

60
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3) INVESTMENTS

Net investment income for the years ended December 31 was as follows:
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Fixed maturity securities $433,985 $426,114 $417,698
Equity securities 14,275 8,883 4,485
Mortgage loans 63,865 58,943 49,676
Real estate (475) 497 648
Policy loans 13,828 12,821 11,800
Short-term investments 6,535 6,716 4,262
Other invested assets 4,901 5,168 3,212
-------- -------- --------
Gross investment income 536,914 519,142 491,781
Investment expenses (5,927) (4,095) (5,680)
-------- -------- --------
Total $530,987 $515,047 $486,101
======== ======== ========
</TABLE>

Net realized capital gains (losses) for the years ended December 31 were as
follows:

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Fixed maturity securities $(6,536) $24,025 $(2,528)
Equity securities 57,770 36,374 11,268
Mortgage loans (721) (207) (82)
Real estate 7,088 2,436 3,915
Other invested assets 1,945 4,015 13,196
------- ------- -------
Total $59,546 $66,643 $25,769
======= ======= =======
</TABLE>

Gross realized gains (losses) on the sales of fixed maturity securities and
equity securities for the years ended December 31 were as follows:
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Fixed maturity securities, available-for-sale:
Gross realized gains $ 19,750 $ 34,898 $ 13,375
Gross realized losses (26,286) (10,873) (15,903)
Equity securities:
Gross realized gains 79,982 52,670 21,538
Gross realized losses (22,212) (16,296) (10,270)
</TABLE>

Net unrealized gains (losses) included in policyowners' surplus at December
31 were as follows:

<TABLE>
<CAPTION>
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Gross unrealized gains $314,576 $358,877
Gross unrealized losses (77,337) (13,713)
Adjustment to deferred policy acquisition costs (65,260) (99,732)
Adjustment to unearned policy and contract fees (8,192) (11,665)
Deferred federal income taxes (55,475) (80,515)
-------- --------
Net unrealized gains $108,312 $153,252
======== ========
</TABLE>

61
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3)INVESTMENTS (CONTINUED)

The amortized cost and fair value of investments in marketable securities by
type of investment were as follows:

<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED ---------------- FAIR
COST GAINS LOSSES VALUE
---------- -------- ------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1996
Available-for-sale:
United States government and gov-
ernment agencies and authorities $ 302,820 $ 2,397 $ 6,756 $ 298,461
States, municipalities, and polit-
ical subdivisions 11,296 759 -- 12,055
Foreign governments 1,926 -- 54 1,872
Corporate securities 2,450,126 115,846 19,554 2,546,418
Mortgage-backed securities 1,792,807 64,834 42,365 1,815,276
---------- -------- ------- ----------
Total fixed maturities 4,558,975 183,836 68,729 4,674,082
Equity securities--unaffiliated 353,983 107,172 5,168 455,987
Equity securities--affiliated 75,526 18,284 -- 93,810
---------- -------- ------- ----------
Total equity securities 429,509 125,456 5,168 549,797
---------- -------- ------- ----------
Total available-for-sale 4,988,484 309,292 73,897 5,223,879
Held-to-maturity:
Corporate securities 904,994 50,187 3,130 952,051
Mortgage-backed securities 220,644 7,833 1,416 227,061
---------- -------- ------- ----------
Total held-to-maturity 1,125,638 58,020 4,546 1,179,112
---------- -------- ------- ----------
Total $6,114,122 $367,312 $78,443 $6,402,991
========== ======== ======= ==========
DECEMBER 31, 1995
Available-for-sale:
United States government and gov-
ernment agencies and authorities $ 261,669 $ 10,911 $ 440 $ 272,140
States, municipalities, and polit-
ical subdivisions 26,317 3,262 -- 29,579
Foreign governments 1,704 223 -- 1,927
Corporate securities 2,523,889 169,329 6,098 2,687,120
Mortgage-backed securities 1,711,773 62,510 3,488 1,770,795
---------- -------- ------- ----------
Total fixed maturities 4,525,352 246,235 10,026 4,761,561
Equity securities--unaffiliated 196,355 91,269 1,590 286,034
Equity securities--affiliated 81,199 17,649 -- 98,848
---------- -------- ------- ----------
Total equity securities 277,554 108,918 1,590 384,882
---------- -------- ------- ----------
Total available-for-sale 4,802,906 355,153 11,616 5,146,443
Held-to-maturity:
United States government and gov-
ernment agencies and authorities 250 3 -- 253
States, municipalities, and polit-
ical subdivisions 525 6 -- 531
Corporate securities 953,511 89,962 525 1,042,948
Mortgage-backed securities 226,368 11,540 117 237,791
---------- -------- ------- ----------
Total held-to-maturity 1,180,654 101,511 642 1,281,523
---------- -------- ------- ----------
Total $5,983,560 $456,664 $12,258 $6,427,966
========== ======== ======= ==========
</TABLE>

62
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3)INVESTMENTS (CONTINUED)

The amortized cost and estimated fair value of fixed maturity securities at
December 31, 1996, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION>
AVAILABLE-FOR-SALE HELD-TO-MATURITY
--------------------- ---------------------
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Due in one year or less $ 33,390 $ 33,429 $ 4,889 $ 4,948
Due after one year through five
years 435,040 459,870 163,206 168,527
Due after five years through ten
years 1,383,954 1,429,460 223,848 235,754
Due after ten years 913,784 936,047 513,051 542,822
---------- ---------- ---------- ----------
2,766,168 2,858,806 904,994 952,051
Mortgage-backed securities 1,792,807 1,815,276 220,644 227,061
---------- ---------- ---------- ----------
Total $4,558,975 $4,674,082 $1,125,638 $1,179,112
========== ========== ========== ==========
</TABLE>

At December 31, 1996 and 1995, bonds and certificates of deposit with a
carrying value of $12,934,000 and $15,296,000, respectively, were on deposit
with various regulatory authorities as required by law.

Allowances for credit losses on investments are reflected on the consolidated
balance sheets as a reduction of the related assets and were as follows:

<TABLE>
<CAPTION>
1996 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
Mortgage loans $ 1,895 $ 1,711
Foreclosed real estate 535 400
Investment real estate 2,529 2,565
------- -------
Total $ 4,959 $ 4,676
======= =======
</TABLE>

At December 31, 1996, the recorded investment in mortgage loans that were
considered to be impaired was $6,518,000 before allowance for credit losses.
Included in this amount is $2,225,000 of impaired loans, for which the related
allowance for credit losses is $395,000, and $4,293,000 of impaired loans that,
as a result of adequate fair market value of underlying collateral, do not have
an allowance for credit losses.

At December 31, 1995, the recorded investment in mortgage loans that were
considered to be impaired was $12,232,000 before allowance for credit losses.
Included in this amount is $3,256,000 of impaired loans, for which the related
allowance for credit losses is $211,000, and $8,976,000 of impaired loans that,
as a result of adequate fair market value of underlying collateral, do not have
an allowance for credit losses.

In addition to the allowance for credit losses on impaired mortgage loans, a
general allowance for credit losses was established for potential impairments
in the remainder of the mortgage loan portfolio. The general allowance was
$1,500,000 at December 31, 1996, 1995 and 1994.

Changes in the allowance for credit losses on mortgage loans were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance at beginning of year $1,711 $2,449 $2,412
Provision for credit losses 381 127 622
Charge-offs (197) (865) (585)
------ ------ ------
Balance at end of year $1,895 $1,711 $2,449
====== ====== ======
</TABLE>

63
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3)INVESTMENTS (CONTINUED)

Below is a summary of interest income on impaired mortgage loans.

<TABLE>
<CAPTION>
1996 1995 1994
------ ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Average impaired mortgage loans $9,375 $15,845 $20,236
Interest income on impaired mortgage loans--contractual 1,796 1,590 2,103
Interest income on impaired mortgage loans--collected 1,742 1,515 1,963
</TABLE>

(4) NET FINANCE RECEIVABLES

Finance receivables as of December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Direct installment loans $204,038 $178,262
Retail installment notes 30,843 32,345
Retail revolving credit 24,863 14,864
Credit card receivables 3,541 4,479
Accrued interest 3,404 3,147
-------- --------
Gross receivables 266,689 233,097
Allowance for uncollectible amounts (7,497) (6,377)
-------- --------
Finance receivables, net $259,192 $226,720
======== ========
</TABLE>

Direct installment loans at December 31, 1996 consisted of $93,127,000 of
discount basis loans (net of unearned finance charges) and $110,911,000 of
interest-bearing loans. As of December 31, 1995, discount basis loans amounted
to $92,351,000 and interest-bearing loans amounted to $85,911,000. Direct
installment loans generally have a maximum term of 84 months. Retail
installment notes are principally discount basis, arise from the sale of
household appliances, furniture, and sundry services, and generally have a
maximum term of 48 months. Experience has shown that a substantial portion of
finance receivables will be renewed, converted or paid in full prior to
maturity.

Principal cash collections of direct installment loans amounted to
$92,438,000, $75,865,000 and $70,941,000, and the percentage of these cash
collections to average net balances was 48%, 47% and 55% for the years ended
December 31, 1996, 1995 and 1994, respectively.

Changes in the allowance for uncollectible amounts for the years ended
December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance at beginning of year $ 6,377 $5,360 $4,801
Provision for credit losses 10,086 6,140 4,652
Charge-offs (11,036) (6,585) (5,305)
Recoveries 2,070 1,462 1,212
------- ------ ------
Balance at end of year $ 7,497 $6,377 $5,360
======= ====== ======
</TABLE>

64
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(5) INCOME TAXES

Income tax expense varies from the amount computed by applying the federal
income tax rate of 35% to income from operations before taxes. The significant
components of this difference were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Computed tax expense $69,753 $74,631 $49,781
Differences between
computed and actual tax
expense:
Dividends received
deduction (2,534) (1,710) (1,293)
Special tax on mutual
life insurance
companies 2,760 10,134 9,880
Tax credits (3,475) (1,840) (1,150)
Expense adjustments and
other 2,273 2,159 4,912
------- ------- -------
Total tax expense $68,777 $83,374 $62,130
======= ======= =======
</TABLE>

The tax effects of temporary differences that give rise to the Company's net
deferred federal tax liability were as follows:

<TABLE>
<CAPTION>
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Deferred tax assets:
Policyowner liabilities $ 15,854 $ 22,151
Unearned fee income 43,232 43,576
Pension and post-retirement benefits 21,815 20,187
Tax deferred policy acquisition costs 58,732 47,228
Net realized capital losses 8,275 7,881
Other 19,229 17,997
-------- --------
Gross deferred tax assets 167,137 159,020
Deferred tax liabilities:
Deferred policy acquisition costs 206,331 188,906
Real estate and property and equipment depreciation 10,089 9,049
Basis difference on investments 8,605 7,402
Net unrealized capital gains 81,339 119,604
Other 10,438 7,964
-------- --------
Gross deferred tax liabilities 316,802 332,925
-------- --------
Net deferred tax liability $149,665 $173,905
======== ========
</TABLE>

A valuation allowance for deferred tax assets was not considered necessary as
of December 31, 1996 and 1995, because the Company believes that it is more
likely than not that the deferred tax assets will be realized through future
reversals of existing taxable temporary differences and future taxable income.

Income taxes paid for the years ended December 31, 1996, 1995 and 1994, were
$79,026,000, $64,390,000 and $45,268,000, respectively.

65
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(6) LIABILITY FOR UNPAID ACCIDENT AND HEALTH CLAIMS AND CLAIM ADJUSTMENT
EXPENSES

Activity in the liability for unpaid accident and health claims and claim
adjustment expenses is summarized as follows:

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance at January 1 $377,302 $349,311 $323,304
Less: reinsurance recoverable 80,333 61,624 51,549
-------- -------- --------
Net balance at January 1 296,969 287,687 271,755
-------- -------- --------
Incurred related to:
Current year 134,727 129,896 129,028
Prior years 4,821 (4,014) 860
-------- -------- --------
Total incurred 139,548 125,882 129,888
-------- -------- --------
Paid related to:
Current year 51,695 47,620 46,270
Prior years 70,073 68,980 67,686
-------- -------- --------
Total paid 121,768 116,600 113,956
-------- -------- --------
Net balance at December 31 314,749 296,969 287,687
Plus: reinsurance recoverable 102,161 80,333 61,624
-------- -------- --------
Balance at December 31 $416,910 $377,302 $349,311
======== ======== ========
</TABLE>

The liability for unpaid accident and health claims and claim adjustment
expenses is included in future policy and contract benefits and pending policy
and contract claims on the consolidated balance sheets.

Incurred claims related to prior years are due to the differences between
actual and estimated claims incurred as of the end of the prior year and
interest credited to future policy and contract benefits.

(7) EMPLOYEE BENEFIT PLANS

Pension Plans

The Company has noncontributory defined benefit retirement plans covering
substantially all employees and certain agents. Benefits are based upon years
of participation and the employee's average monthly compensation or the agent's
adjusted annual compensation. Plan assets are comprised of mostly stocks and
bonds which are held in the general and separate accounts of the Company and
administered under group annuity contracts issued by the Company. The Company's
funding policy is to contribute annually the minimum amount required by
applicable regulations. The Company also has an unfunded noncontributory
defined benefit retirement plan which provides certain employees with benefits
in excess of limits for qualified retirement plans.

Net periodic pension cost for the years ended December 31 included the
following components:

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost--benefits earned during the period $ 6,019 $ 5,294 $ 4,880
Interest accrued on projected benefit obligation 8,541 7,935 7,382
Actual return on plan assets (12,619) (18,061) (1,331)
Net amortization and deferral 4,698 11,811 (5,094)
-------- -------- -------
Net periodic pension cost $ 6,639 $ 6,979 $ 5,837
======== ======== =======
</TABLE>

66
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(7) EMPLOYEE BENEFIT PLANS (CONTINUED)

The funded status for the Company's plans as of December 31 was calculated as
follows:

<TABLE>
<CAPTION>
FUNDED PLANS UNFUNDED PLAN
------------------ ----------------
1996 1995 1996 1995
-------- -------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Actuarial present value of benefit ob-
ligations:
Vested benefit obligation $ 61,328 $ 56,428 $ -- $ --
Non-vested benefit obligation 19,119 16,599 5,912 4,539
-------- -------- ------- -------
Accumulated benefit obligation $ 80,447 $ 73,027 $ 5,912 $ 4,539
======== ======== ======= =======
Pension liability included in other li-
abilities:
Projected benefit obligation $117,836 $105,180 $12,576 $10,430
Plan assets at fair value 115,107 102,594 -- --
-------- -------- ------- -------
Plan assets less than projected bene-
fit obligation 2,729 2,586 12,576 10,430
Unrecognized net gain (loss) 3,633 2,095 (2,332) (1,187)
Unrecognized prior service cost (364) (213) -- --
Unamortized transition asset (obliga-
tion) 2,422 2,643 (8,451) (9,219)
Additional minimum liability -- -- 4,119 4,515
-------- -------- ------- -------
Net pension liability $ 8,420 $ 7,111 $ 5,912 $ 4,539
======== ======== ======= =======
</TABLE>

A weighted average discount rate of 7.5% and a weighted average rate of
increase in future compensation levels of 5.8% were used in determining the
actuarial present value of the projected benefit obligation at December 31,
1996 and 1995. The assumed long-term rate of return on plan assets was either
7.5% or 8.5%, depending on the plan.

Profit Sharing Plans

The Company also has profit sharing plans covering substantially all employees
and agents. The Company's contribution rate to the employee plan is determined
annually by the trustees of the Company and is applied to each participant's
prior year earnings. The Company's contribution to the agent plan is made as a
certain percentage, based upon years of service, applied to each agent's total
annual compensation. The Company recognized contributions to the plans during
1996, 1995 and 1994 of $6,092,000, $6,595,000 and $6,866,000, respectively.
Participants may elect to receive a portion of their contributions in cash.

Postretirement Benefits Other than Pensions

The Company also has unfunded postretirement plans that provide certain health
care and life insurance benefits to substantially all retired employees and
agents. Eligibility is determined by age at retirement and years of service
after age 30. Health care premiums are shared with retirees, and other cost-
sharing features include deductibles and co-payments.

Components of net periodic postretirement benefit cost for the years ended
December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost--benefits earned during the period $1,011 $1,276 $1,760
Interest accrued on projected benefit obligation 2,041 2,452 2,298
Amortization of prior service cost (513) (513) (223)
Amortization of net gain (177) -- --
------ ------ ------
Net periodic postretirement benefit cost $2,362 $3,215 $3,835
====== ====== ======
</TABLE>

67
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(7) EMPLOYEE BENEFIT PLANS (CONTINUED)

The accumulated postretirement benefit obligation and the accrued
postretirement benefit liability for the years ended December 31 were as
follows:

<TABLE>
<CAPTION>
1996 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $10,238 $11,875
Other fully eligible plan participants 4,594 5,535
Other active plan participants 9,514 9,809
------- -------
Total accumulated postretirement benefit obligation 24,346 27,219
Unrecognized prior service cost 4,107 4,620
Unrecognized net gain 9,880 4,743
------- -------
Accrued postretirement benefit liability $38,333 $36,582
======= =======
</TABLE>

The discount rate used in determining the accumulated postretirement benefit
obligation for 1996 and 1995 was 7.5%. The 1996 net health care cost trend rate
was 9.0%, graded to 5.5% over 7 years, and the 1995 rate was 11.0%, graded to
5.5% over 11 years.

The assumptions presented herein are based on pertinent information available
to management as of December 31, 1996 and 1995. Actual results could differ
from those estimates and assumptions. For example, increasing the assumed
health care cost trend rates by one percentage point in each year would
increase the postretirement benefit obligation as of December 31, 1996 by
$4,262,000 and the estimated eligibility cost and interest cost components of
net periodic postretirement benefit costs for 1996 by $583,000.

(8) REINSURANCE

In the normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
reinsurance to other insurance companies. To the extent that a reinsurer is
unable to meet its obligations under the reinsurance agreement, the Company
remains liable. The Company evaluates the financial condition of its reinsurers
and monitors concentrations of credit risk to minimize its exposure to
significant losses from reinsurer insolvencies.

Reinsurance is accounted for over the life of the underlying reinsured
policies using assumptions consistent with those used to account for the
underlying policies.

The effect of reinsurance on premiums for the years ended December 31 was as
follows:

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Direct premiums $615,098 $600,841 $558,066
Reinsurance assumed 64,489 64,792 60,939
Reinsurance ceded (67,228) (61,863) (56,987)
-------- -------- --------
Net premiums $612,359 $603,770 $562,018
======== ======== ========
</TABLE>

Reinsurance recoveries on ceded reinsurance contracts were $72,330,000,
$58,338,000 and $60,970,000 during 1996, 1995 and 1994, respectively.

68
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(9) FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of the Company's financial instruments has been
determined using available market information as of December 31, 1996 and 1995.
Although management is not aware of any factors that would significantly affect
the estimated fair values, such amounts have not been comprehensively revalued
since those dates. Therefore, estimates of fair value subsequent to the
valuation dates may differ significantly from the amounts presented herein.
Considerable judgment is required to interpret market data to develop the
estimates of fair value. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair value
amounts.

Please refer to Note 2 for additional fair value disclosures concerning fixed
maturity securities, equity securities, mortgages and derivatives. The carrying
amounts for policy loans, cash, short term investments and finance receivables
approximate the assets' fair values.

The interest rates on the finance receivables outstanding as of December 31,
1996 and 1995, are consistent with the rates at which loans would currently be
made to borrowers of similar credit quality and for the same maturity; as such,
the carrying value of the finance receivables outstanding as of December 31,
1996 and 1995, approximate the fair value for those respective dates.

The fair values of deferred annuities, annuity certain contracts, and other
fund deposits, which have guaranteed interest rates and surrender charges, are
estimated to be the amount payable on demand as of December 31, 1996 and 1995.
The amount payable on demand equates to the account balance less applicable
surrender charges. Contracts without guaranteed interest rates and surrender
charges have fair values equal to their accumulation values plus applicable
market value adjustments. The fair values of guaranteed investment contracts
and supplementary contracts without life contingencies are calculated using
discounted cash flows, based on interest rates currently offered for similar
products with maturities consistent with those remaining for the contracts
being valued.

Rates currently available to the Company for debt with similar terms and
remaining maturities are used to estimate the fair value of notes payable.

The carrying amounts and fair values of the Company's financial instruments
which were classified as assets as of December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995
--------------------- ---------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Fixed maturity securities:
Available-for-sale $4,674,082 $4,674,082 $4,761,561 $4,761,561
Held-to-maturity 1,125,638 1,179,112 1,180,654 1,281,523
Equity securities 549,797 549,797 384,882 384,882
Mortgage loans:
Commercial 432,198 445,976 373,897 391,089
Residential 176,610 180,736 234,640 239,723
Policy loans 204,178 204,178 198,716 198,716
Short-term investments 122,772 122,772 72,841 72,841
Cash 57,140 57,140 48,358 48,358
Finance receivables, net 259,192 259,192 226,720 226,720
Derivatives 1,197 1,197 -- --
---------- ---------- ---------- ----------
Total financial assets $7,602,804 $7,674,182 $7,482,269 $7,605,413
========== ========== ========== ==========
</TABLE>

69
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(9) FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying amounts and fair values of the Company's financial instruments
which were classified as liabilities as of December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995
--------------------- ---------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Deferred annuities $2,178,355 $2,152,636 $2,178,223 $2,156,886
Annuity certain contracts 52,636 53,962 48,492 50,732
Other fund deposits 808,592 805,709 856,535 847,975
Guaranteed investment contracts 18,770 18,866 47,426 47,987
Supplementary contracts without
life contingencies 47,966 47,536 41,431 39,962
Notes payable 319,000 325,974 279,967 294,103
---------- ---------- ---------- ----------
Total financial liabilities $3,425,319 $3,404,683 $3,452,074 $3,437,645
========== ========== ========== ==========
</TABLE>

(10) NOTES PAYABLE

In September 1995, the Company issued surplus notes with a face value of
$125,000,000, at 8.25%, due in 2025. The surplus notes are subordinate to all
current and future policyowners' interests, including claims, and indebtedness
of the Company. All payments of interest and principal on the notes are subject
to the approval of the Department of Commerce. The approved accrued interest
was $3,008,000 as of December 31, 1996 and 1995. The issuance costs of
$1,403,000 are deferred and amortized over 30 years on a straight-line basis.

Notes payable as of December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Corporate--surplus notes, 8.25%, 2025 $125,000 $124,967
Consumer finance subsidiary--senior, 6.53%--8.77%, through
2003 194,000 155,000
-------- --------
Total notes payable $319,000 $279,967
======== ========
</TABLE>

At December 31, 1996, the aggregate minimum annual notes payable maturities
for the next five years were as follows: 1997, $21,000,000; 1998, $31,000,000;
1999, $49,000,000; 2000, $33,000,000; 2001, $26,000,000.

Long-term borrowing agreements involving the consumer finance subsidiary
include provisions with respect to borrowing limitations, payment of cash
dividends on or purchases of common stock, and maintenance of liquid net worth.
As of December 31, 1996, the consumer finance subsidiary was required to have a
minimum liquid net worth of $41,354,000. Liquid net worth at that date was
$51,803,000.

Interest paid on debt for the years ended December 31, 1996, 1995 and 1994,
was $21,849,000, $6,504,000 and $5,378,000, respectively.

(11) COMMITMENTS AND CONTINGENCIES

The Company is involved in various pending or threatened legal proceedings
arising out of the normal course of business. In the opinion of management, the
ultimate resolution of such litigation will not have a material adverse effect
on operations or the financial position of the Company.

The Company has issued certain participating group annuity and life insurance
contracts jointly with another life insurance company. The joint contract
issuer has liabilities related to these contracts of

70
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(11) COMMITMENTS AND CONTINGENCIES (CONTINUED)

$328,346,000 as of December 31, 1996. To the extent the joint contract issuer
is unable to meet its obligation under the agreement, the Company remains
liable.

The Company has long-term commitments to fund venture capital and real estate
investments totaling $142,469,000 as of December 31, 1996. The Company
estimates that $35,000,000 of these commitments will be invested in 1997, with
the remaining $107,469,000 invested over the next four years.

As of December 31, 1996, the Company had committed to purchase bonds and
mortgage loans totaling $74,123,000 but had not completed the purchase
transactions.

At December 31, 1996, the Company had guaranteed the payment of $68,700,000
in policyowner dividends and discretionary amounts payable in 1997. The Company
has pledged bonds, valued at $70,336,000, to secure this guarantee.

The Company is contingently liable under state regulatory requirements for
possible assessments pertaining to future insolvencies and impairments of
unaffiliated insurance companies. The Company records a liability for future
guaranty fund assessments based upon known insolvencies, according to data
received from the National Organization of Life and Health Insurance Guaranty
Associations. An asset is held for the amount of guaranty fund assessments paid
which can be recovered through future premium tax credits.

(12) STATUTORY FINANCIAL DATA

Statutory accounting is primarily focused on solvency and surplus adequacy.
Therefore, fundamental differences exist between statutory and GAAP accounting,
and their effects on income and policyowners' surplus are illustrated below:

<TABLE>
<CAPTION>
POLICYOWNERS' SURPLUS NET INCOME
---------------------- ----------------------------
1996 1995 1996 1995 1994
---------- ---------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Statutory basis $ 682,886 $ 601,565 $115,797 $ 88,706 $ 65,123
Adjustments:
Deferred policy acquisi-
tion costs 589,517 539,732 15,312 29,822 43,974
Net unrealized invest-
ment gains 111,575 235,143 -- -- --
Statutory asset valua-
tion reserve 240,474 201,721 -- -- --
Statutory interest main-
tenance reserve 24,707 32,899 (8,192) 12,976 (4,426)
Premiums and fees de-
ferred or receivable (75,716) (77,444) 1,587 497 (2,310)
Change in reserve basis 98,406 77,464 20,114 12,382 (1,444)
Separate accounts (40,755) (36,010) (6,304) (854) (5,837)
Unearned policy and con-
tract fees (121,843) (122,786) (2,530) (4,410) (10,406)
Surplus notes (125,000) (124,967) -- -- --
Net deferred taxes (149,665) (173,905) 744 (11,995) 1,511
Nonadmitted assets 31,531 28,211 -- -- --
Policyowner dividends 57,765 57,263 502 4,660 2,446
Other (25,454) (26,036) (6,512) (1,925) (8,528)
---------- ---------- -------- -------- --------
As reported in the
accompanying
consolidated
financial statements $1,298,428 $1,212,850 $130,518 $129,859 $ 80,103
========== ========== ======== ======== ========
</TABLE>

71
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE I

SUMMARY OF INVESTMENTS--OTHER THAN INVESTMENTS IN RELATED PARTIES

DECEMBER 31, 1996

<TABLE>
<CAPTION>
AS SHOWN
MARKET ON THE BALANCE
TYPE OF INVESTMENT COST(3) VALUE SHEET(1)
- ------------------ ---------- ---------- --------------
(IN THOUSANDS)
<S> <C> <C> <C>
Bonds:
United States government and government
agencies and authorities $ 302,820 $ 298,461 $ 298,461
States, municipalities and political
subdivisions 11,296 12,055 12,055
Foreign governments 1,926 1,872 1,872
Public utilities 547,228 590,445 573,030
Mortgage-backed securities 2,013,451 2,042,337 2,035,920
All other corporate bonds 2,807,892 2,908,024 2,878,382
---------- ---------- ----------
Total bonds 5,684,613 5,853,194 5,799,720
---------- ---------- ----------
Equity securities:
Common stocks:
Public utilities 510 611 611
Banks, trusts and insurance companies 12,824 21,484 21,484
Industrial, miscellaneous and all
other 329,792 422,401 422,401
Nonredeemable preferred stocks 10,857 11,491 11,491
---------- ---------- ----------
Total equity securities 353,983 455,987 455,987
---------- ---------- ----------
Mortgage loans on real estate 608,808 xxxxxx 608,808
Real estate (2) 43,082 xxxxxx 43,082
Policy loans 204,178 xxxxxx 204,178
Other long-term investments 98,247 xxxxxx 98,247
Short-term investments 122,772 xxxxxx 122,772
---------- ----------
Total $1,077,087 xxxxxx $1,077,087
---------- ----------
Total investments $7,115,683 xxxxxx $7,332,794
========== ==========
</TABLE>
- -------

(1) Amortized cost for bonds classified as held-to-maturity and fair value for
common stocks and bonds classified as available-for-sale.

(2) The carrying value of real estate acquired in satisfaction of indebtedness
is $1,810,000.

(3) Original cost for equity securities and original cost reduced by repayments
and adjusted for amortization of premiums or accrual of discounts for bonds
and other investments.

72
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION

(IN THOUSANDS)

<TABLE>
<CAPTION>
AS OF DECEMBER 31, FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------- ------------------------------------------------------------
FUTURE POLICY AMORTIZATION
DEFERRED BENEFITS OTHER POLICY BENEFITS, OF DEFERRED
POLICY LOSSES, CLAIMS CLAIMS AND NET CLAIMS, LOSSES POLICY OTHER
ACQUISITION AND SETTLEMENT UNEARNED BENEFITS PREMIUM INVESTMENT AND SETTLEMENT ACQUISITION OPERATING
SEGMENT COSTS EXPENSES(1) PREMIUMS(2) PAYABLE REVENUE(3) INCOME EXPENSES COSTS EXPENSES
- ------- ----------- -------------- ----------- ------------ ---------- ---------- -------------- ------------ ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996:
Life insurance $456,461 $2,123,148 $149,152 $51,772 $568,874 $223,762 $478,228 $ 97,386 $290,525
Accident and
health insurance 62,407 437,118 33,770 18,774 160,097 34,202 96,743 14,017 87,222
Annuity 70,649 3,360,614 -- 31 79,245 267,473 243,387 14,575 111,366
Property and
liability
insurance -- 27,855 24,189 -- 50,109 5,550 36,933 -- 19,033
-------- ---------- -------- ------- -------- -------- -------- -------- --------
$589,517 $5,948,735 $207,111 $70,577 $858,325 $530,987 $855,291 $125,978 $508,146
======== ========== ======== ======= ======== ======== ======== ======== ========
1995:
Life insurance $430,829 $2,009,154 $151,864 $41,212 $540,353 $203,487 $454,299 $ 80,896 $266,090
Accident and
health insurance 55,888 400,950 34,847 14,567 153,505 33,358 93,482 11,448 83,345
Annuity 53,015 3,401,760 -- 33 74,899 272,499 260,854 12,596 86,716
Property and
liability
insurance -- 30,117 23,783 -- 49,216 5,703 33,563 -- 18,090
-------- ---------- -------- ------- -------- -------- -------- -------- --------
$539,732 $5,841,981 $210,494 $55,812 $817,973 $515,047 $842,198 $104,940 $454,241
======== ========== ======== ======= ======== ======== ======== ======== ========
1994:
Life insurance $510,117 $1,867,170 $133,221 $47,099 $505,300 $192,141 $443,233 $ 59,351 $245,791
Accident and
health insurance 46,506 352,955 36,529 17,142 136,619 30,119 93,359 12,401 75,380
Annuity 92,664 3,263,042 -- 12 60,479 258,196 238,301 14,725 79,498
Property and
liability
insurance -- 32,807 21,865 -- 47,735 5,645 33,829 -- 18,717
-------- ---------- -------- ------- -------- -------- -------- -------- --------
$649,287 $5,515,974 $191,615 $64,253 $750,133 $486,101 $808,722 $ 86,477 $419,386
======== ========== ======== ======= ======== ======== ======== ======== ========
<CAPTION>

FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
PREMIUMS
SEGMENT WRITTEN(4)
- ------- ----------
(IN THOUSANDS)
<S> <C>
1996:
Life insurance
Accident and
health insurance
Annuity
Property and
liability
insurance 50,515
-------
$50,515
=======
1995:
Life insurance
Accident and
health insurance
Annuity
Property and
liability
insurance 51,133
-------
$51,133
=======
1994:
Life insurance
Accident and
health insurance
Annuity
Property and
liability
insurance 47,073
-------
$47,073
=======

</TABLE>
- -----

(1) Includes policy and contract account balances

(2) Includes unearned policy and contract fees

(3) Includes policy and contract fees

(4) Applies only to property and liability insurance

73
<PAGE>

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE IV

REINSURANCE

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
OTHER FROM OTHER NET ASSUMED TO
GROSS AMOUNT COMPANIES COMPANIES AMOUNT NET
------------ ----------- ----------- ------------ ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
1996:
Life insurance in force $116,445,975 $15,164,764 $22,957,287 $124,238,498 18.5%
============ =========== =========== ============
Premiums:
Life insurance $ 347,056 $ 45,988 $ 63,044 $ 364,112 17.3%
Accident and health
insurance 174,219 15,511 1,389 160,097 0.9%
Annuity 38,041 -- -- 38,041 --
Property and liability
insurance 55,782 5,729 56 50,109 0.1%
------------ ----------- ----------- ------------
Total premiums $ 615,098 $ 67,228 $ 64,489 $ 612,359 10.5%
============ =========== =========== ============
1995:
Life insurance in force $106,228,277 $15,620,303 $24,289,241 $114,897,215 21.1%
============ =========== =========== ============
Premiums:
Life insurance $ 342,433 $ 44,778 $ 62,169 $ 359,824 17.3%
Accident and health
insurance 163,412 12,296 2,389 153,505 1.6%
Annuity 41,225 -- -- 41,225 --
Property and liability
insurance 53,771 4,789 234 49,216 0.5%
------------ ----------- ----------- ------------
Total premiums $ 600,841 $ 61,863 $ 64,792 $ 603,770 10.7%
============ =========== =========== ============
1994:
Life insurance in force $ 99,220,067 $13,570,369 $23,520,616 $109,170,314 21.5%
============ =========== =========== ============
Premiums:
Life insurance $ 322,799 $ 38,088 $ 59,064 $ 343,775 17.2%
Accident and health
insurance 145,333 10,007 1,293 136,619 0.9%
Annuity 33,889 -- -- 33,889 --
Property and liability
insurance 56,045 8,892 582 47,735 1.2%
------------ ----------- ----------- ------------
Total premiums $ 558,066 $ 56,987 $ 60,939 $ 562,018 10.8%
============ =========== =========== ============
</TABLE>

<PAGE>

APPENDIX I
ILLUSTRATIONS OF POLICY VALUES, DEATH BENEFITS AND PREMIUMS

The Appendix I illustrations beginning on page 82, are provided for a non-
smoking male age 40. The illustrations show the projected actual cash values,
death benefits and premiums for the various scenarios. The plan of insurance
for each illustration is a whole life plan, each with an initial face amount of
$250,000. Both death benefit options--the Cash Option and the Protection
Option--are shown. We show all illustrations based on both guaranteed maximum
and current mortality charges. Finally illustrations for both VAL '87 and VAL
'95 are included.
Guaranteed maximum cost of insurance charges will vary by age, sex, risk
class, and policy form. We use the male, female and unisex 1980 Commissioners
Standard Ordinary Mortality Tables ("1980 CSO"), as appropriate. The unisex
tables are used in circumstances where legal considerations require the
elimination of sex-based distinctions in the calculation of mortality costs.
Our maximum cost of insurance charges are based on an assumption of mortality
not greater than the mortality rates reflected in 1980 CSO Tables.
In most cases we intend to impose cost of insurance charges which are
substantially lower than the maximum charges determined as described above. In
addition to the factors governing maximum cost of insurance charges, actual
charges will vary depending on the level of scheduled premiums for a given
amount of insurance, the duration of the Policy and the smoking habits of the
insured. We illustrate current cost of insurance charges since they represent
our current practices with respect to mortality charges for this class of
Policies. Accordingly, the illustrations based upon the guaranteed maximum
mortality charges are provided primarily to show, by comparison with the other
tables, the consequences of our charging less than the full 1980 CSO based
charges.
The illustrations show how actual cash values and death benefits would vary
over time if the return on the assets held in the Variable Life Account equaled
a gross annual rate after tax, of 0 percent, 6 percent and 12 percent. The
actual cash values and death benefits would be different from those shown if
the returns averaged 0 percent, 6 percent and 12 percent but fluctuated over
the life of the Policy. The illustrations assume scheduled premiums are paid
when due.

The amounts shown for the hypothetical actual cash value and death benefit as
of each policy year reflect the fact that the net investment return on the
assets held in the sub-accounts is lower than the gross, after-tax return. This
is because a daily investment management fee assessed against the net assets of
the Fund and a daily mortality and expense risk charge assessed against the net
assets of the Variable Life Account are deducted from the gross return. The
mortality and expense risk charge reflected in the illustrations are at an
annual rate of .50 percent. The investment management fee illustrated is .59%
and represents an average of the annual fee charged for all ten Fund
Portfolios. In addition to the deduction for the investment management fee, the
illustrations also reflect a deduction for those Fund costs and expenses not
assumed by Minnesota Mutual. Fund expenses illustrated are .10%, representing
an average of the 1996 expense ratios of the ten Fund portfolios. Therefore,
gross annual rates of return of 0 percent, 6 percent and 12 percent correspond
to approximate net annual rates of return of -1.19 percent, 4.81 percent and
10.81 percent. (For a description of the arrangement whereby Minnesota Mutual
voluntarily absorbs certain expenses of the Fund, see "Investment Adviser" in
the attached prospectus for Advantus Series Fund, Inc.)

The tables reflect the fact that no charges for federal, state or local
income taxes are currently made against the Variable Life Account. If such a
charge is made in the future, it will take a higher gross rate of return to
produce after-tax returns of 0 percent, 6 percent and 12 percent than it does
now.

Upon request, we will furnish a comparable illustration based upon a proposed
insured's age, sex and risk classification, and on the face amount, premium,
plan of insurance and gross annual rate of return requested. It should be
remembered that actual illustrations may be materially different from those
illustrated, depending upon the proposed insured's actual situation. For
example, illustrations for females, smokers or individuals who are rated sub-
standard will differ materially in premium amount and illustrated values, even
though the proposed insured may be the same age as the proposed insured in our
sample illustration.

81
<PAGE>

VARIABLE ADJUSTABLE LIFE INSURANCE
VAL '95
DEATH BENEFIT OPTION--CASH OPTION
MALE ISSUE AGE 40 FOR NON-SMOKERS
INITIAL DEATH BENEFIT--$250,000(1)

$4,205.30 INITIAL SCHEDULED PREMIUM(2)

USING CURRENT MORTALITY CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 6% GROSS(3) 12% GROSS(3)
INITIAL (-1.19% NET) (4.81% NET) (10.81% NET)
POL ATT BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR AGE PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
--- --- ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 41 $4,205 $ 902 $250,000 $ 977 $250,000 $ 1,052 $250,000
2 42 4,205 3,948 250,000 4,288 250,000 4,638 250,000
3 43 4,205 6,924 250,000 7,725 250,000 8578 250,000
4 44 4,205 9,824 250,000 11,287 250,000 12,905 250,000
5 45 4,205 12,649 250,000 14,982 250,000 17,663 250,000
6 46 4,205 15,394 250,000 18,810 250,000 22,895 250,000
7 47 4,205 18,057 250,000 22,780 250,000 28,659 250,000
8 48 4,205 20,753 250,000 27,021 250,000 35,149 250,000
9 49 4,205 23,499 250,000 31,561 250,000 42,451 250,000
10 50 4,205 26,269 250,000 36,388 250,000 50,631 250,000
15 55 4,205 39,949 250,000 64,880 250,000 108,148 250,000
20 60 4,205 52,011 250,000 101,030 250,000 206,635 372,455
25 65 4,205 60,582 250,000 146,254 250,000 367,998 586,150
30 70 4,205 64,138 250,000 203,987 302,254 629,031 893,791
</TABLE>

(1) The initial death benefit is guaranteed to age 100.
(2) If premiums are paid more frequently than annually, the payments would be
$2,102.65 semi-annually, $1,051.33 quarterly, or $350.45 monthly. The death
benefits and policy values would be slightly different for a policy with
more frequent premium payments.
(3) Assumes no policy loan has been made.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, AND PREVAILING INTEREST RATES. THE
DEATH BENEFITS AND POLICY VALUES FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF
YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATIONS CAN BE MADE BY MINNESOTA MUTUAL OR THE FUND THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

82
<PAGE>

VARIABLE ADJUSTABLE LIFE INSURANCE (CONTINUED)
VAL '95
DEATH BENEFIT OPTION--CASH OPTION
MALE ISSUE AGE 40 FOR NON-SMOKERS
INITIAL DEATH BENEFIT--$250,000(1)

$4,205.30 INITIAL SCHEDULED PREMIUM(2)

USING MAXIMUM CONTRACTUAL MORTALITY CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 6% GROSS(3) 12% GROSS(3)
INITIAL (-1.19% NET) (4.81% NET) (10.81% NET)
POL ATT BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR AGE PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
--- --- ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 41 $4,205 $ 902 $250,000 $ 977 $250,000 $ 1,052 $250,000
2 42 4,205 3,948 250,000 4,288 250,000 4,638 250,000
3 43 4,205 6,924 250,000 7,725 250,000 8,578 250,000
4 44 4,205 9,824 250,000 11,287 250,000 12,905 250,000
5 45 4,205 12,649 250,000 14,982 250,000 17,663 250,000
6 46 4,205 15,394 250,000 18,810 250,000 22,895 250,000
7 47 4,205 18,054 250,000 22,775 250,000 28,650 250,000
8 48 4,205 20,629 250,000 26,881 250,000 34,988 250,000
9 49 4,205 23,116 250,000 31,135 250,000 41,972 250,000
10 50 4,205 25,508 250,000 35,538 250,000 49,671 250,000
15 55 4,205 35,779 250,000 59,864 250,000 102,043 250,000
20 60 4,205 42,116 250,000 88,126 250,000 188,500 342,199
25 65 4,205 42,322 250,000 120,900 250,000 322,956 518,640
30 70 4,205 31,478 250,000 159,554 250,000 526,835 756,296
</TABLE>

83
<PAGE>

VARIABLE ADJUSTABLE LIFE INSURANCE (CONTINUED)
VAL '95
DEATH BENEFIT OPTION--PROTECTION OPTION
MALE ISSUE AGE 40 FOR NON-SMOKERS
INITIAL DEATH BENEFIT--$250,000(1)

$4,205.30 INITIAL SCHEDULED PREMIUM(2)

USING CURRENT MORTALITY CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 6% GROSS(3) 12% GROSS(3)
INITIAL (-1.19% NET) (4.81% NET) (10.81% NET)
POL ATT BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR AGE PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
--- --- ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 41 $4,205 $ 899 $250,000 $ 974 $250,000 $ 1,049 $ 250,000
2 42 4,205 3,935 250,899 4,274 250,974 4,623 251,049
3 43 4,205 6,891 253,935 7,688 254,274 8,537 254,623
4 44 4,205 9,762 256,891 11,215 257,688 12,821 258,537
5 45 4,205 12,548 259,762 14,859 261,215 17,515 262,821
6 46 4,205 15,241 262,548 18,617 264,859 22,653 267,515
7 47 4,205 17,867 265,241 22,535 268,617 28,347 272,653
8 48 4,205 20,552 267,867 26,743 272,535 34,769 278,347
9 49 4,205 23,273 270,552 31,229 276,743 41,971 284,769
10 50 4,205 26,004 273,273 35,979 281,229 50,011 291,971
15 55 4,205 39,278 286,709 63,637 307,575 105,850 342,239
20 60 4,205 50,342 298,431 97,374 340,200 198,713 536,443
25 65 4,205 56,652 305,915 135,885 377,902 341,325 856,979
30 70 4,205 55,993 306,695 178,076 436,871 547,189 1,289,501
</TABLE>

84
<PAGE>

VARIABLE ADJUSTABLE LIFE INSURANCE (CONTINUED)
VAL '95
DEATH BENEFIT OPTION--PROTECTION OPTION
MALE ISSUE AGE 40 FOR NON-SMOKERS
INITIAL DEATH BENEFIT--$250,000(1)

$4,205.30 INITIAL SCHEDULED PREMIUM(2)

USING MAXIMUM CONTRACTUAL MORTALITY CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 6% GROSS(3) 12% GROSS(3)
INITIAL (-1.19% NET) (4.81% NET) (10.81% NET)
POL ATT BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR AGE PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
- --- --- ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 41 $4,205 $ 899 $250,000 $ 974 $250,000 $ 1,049 $250,000
2 42 4,205 3,935 250,899 4,274 250,974 4,623 251,049
3 43 4,205 6,891 253,935 7,688 254,274 8,537 254,623
4 44 4,205 9,762 256,891 11,215 257,688 12,821 258,537
5 45 4,205 12,548 259,762 14,859 261,215 17,515 262,821
6 46 4,205 15,241 262,548 18,617 264,859 22,653 267,515
7 47 4,205 17,837 265,241 22,489 268,617 28,278 272,653
8 48 4,205 20,332 267,837 26,475 272,489 34,437 278,278
9 49 4,205 22,722 270,332 30,577 276,475 41,184 284,437
10 50 4,205 25,000 272,722 34,788 280,577 48,571 291,184
15 55 4,205 34,336 282,794 57,261 302,623 97,335 335,778
20 60 4,205 38,804 288,396 80,734 326,064 172,305 470,787
25 65 4,205 35,733 287,172 102,103 348,277 275,498 702,967
30 70 4,205 20,105 274,503 114,545 363,196 397,666 960,900
</TABLE>

85
<PAGE>

VARIABLE ADJUSTABLE LIFE INSURANCE (CONTINUED)
VAL '87
DEATH BENEFIT OPTION--CASH OPTION
MALE ISSUE AGE 40 FOR NON-SMOKERS
INITIAL DEATH BENEFIT--$250,000(1)

$4,641.31 INITIAL SCHEDULED PREMIUM(2)

USING CURRENT MORTALITY CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 6% GROSS(3) 12% GROSS(3)
INITIAL (-1.19% NET) (4.81% NET) (10.81% NET)
POL ATT BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR AGE PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
--- --- ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 41 $4,641 $ 1,012 $250,000 $ 1,100 $250,000 $ 1,188 $250,000
2 42 4,641 4,248 250,000 4,627 250,000 5,016 250,000
3 43 4,641 7,394 250,000 8,271 250,000 9,207 250,000
4 44 4,641 10,442 250,000 12,031 250,000 13,793 250,000
5 45 4,641 13,394 250,000 15,916 250,000 18,822 250,000
6 46 4,641 16,412 250,000 20,097 250,000 24,514 250,000
7 47 4,641 19,524 250,000 24,621 250,000 30,977 250,000
8 48 4,641 22,688 250,000 29,461 250,000 38,253 250,000
9 49 4,641 25,876 250,000 34,609 250,000 46,408 250,000
10 50 4,641 29,069 250,000 40,062 250,000 55,525 250,000
15 55 4,641 44,696 250,000 72,092 250,000 119,348 250,000
20 60 4,641 58,608 250,000 112,843 250,000 228,779 396,688
25 65 4,641 69,110 250,000 164,902 265,511 408,242 632,078
30 70 4,641 74,879 250,000 229,988 334,469 699,274 974,840
</TABLE>

(1) The initial death benefit is guaranteed to age 100.
(2) If premiums are paid more frequently than annually, the payments would be
$2,320.66 semi-annually, $1,160.33 quarterly, or $386.78 monthly. The death
benefits and policy values would be slightly different for a policy with
more frequent premium payments.
(3)Assumes no policy loan has been made.

86
<PAGE>

VARIABLE ADJUSTABLE LIFE INSURANCE (CONTINUED)
VAL '87
DEATH BENEFIT OPTION--CASH OPTION
MALE ISSUE AGE 40 FOR NON-SMOKERS
INITIAL DEATH BENEFIT--$250,000(1)

$4,641.31 INITIAL SCHEDULED PREMIUM(2)

USING MAXIMUM CONTRACTUAL MORTALITY CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 6% GROSS(3) 12% GROSS(3)
INITIAL (-1.19% NET) (4.81% NET) (10.81% NET)
POL ATT BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR AGE PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
--- --- ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 41 $4,641 $ 1,012 $250,000 $ 1,100 $250,000 $ 1,188 $250,000
2 42 4,641 4,248 250,000 4,627 250,000 5,016 250,000
3 43 4,641 7,394 250,000 8,271 250,000 9,207 250,000
4 44 4,641 10,442 250,000 12,031 250,000 13,793 250,000
5 45 4,641 13,392 250,000 15,914 250,000 18,819 250,000
6 46 4,641 16,239 250,000 19,918 250,000 24,329 250,000
7 47 4,641 18,982 250,000 24,052 250,000 30,379 250,000
8 48 4,641 21,619 250,000 28,317 250,000 37,030 250,000
9 49 4,641 24,147 250,000 32,722 250,000 44,351 250,000
10 50 4,641 26,558 250,000 37,266 250,000 52,415 250,000
15 55 4,641 36,518 250,000 62,099 250,000 107,230 250,000
20 60 4,641 41,754 250,000 90,556 250,000 197,519 345,348
25 65 4,641 40,027 250,000 123,574 250,000 336,705 526,394
30 70 4,641 25,916 250,000 163,061 250,000 546,303 770,528
</TABLE>

87
<PAGE>

VARIABLE ADJUSTABLE LIFE INSURANCE (CONTINUED)
VAL '87
DEATH BENEFIT OPTION--PROTECTION OPTION
MALE ISSUE AGE 40 FOR NON-SMOKERS
INITIAL DEATH BENEFIT--$250,000(1)

$4,641.31 INITIAL SCHEDULED PREMIUM(2)

USING CURRENT MORTALITY CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 6% GROSS(3) 12% GROSS(3)
INITIAL (-1.19% NET) (4.81% NET) (10.81% NET)
POL ATT BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR AGE PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
--- --- ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 41 $4,641 $ 1,012 $250,000 $ 1,099 $250,000 $ 1,186 $250,000
2 42 4,641 4,248 250,000 4,624 250,091 5,011 250,382
3 43 4,641 7,393 250,000 8,266 250,271 9,191 251,517
4 44 4,641 10,441 250,000 12,023 250,537 13,754 253,426
5 45 4,641 13,394 250,000 15,903 250,887 18,753 256,130
6 46 4,641 16,411 250,000 20,082 251,330 24,429 259,697
7 47 4,641 19,524 250,000 24,601 252,364 30,859 264,735
8 48 4,641 22,687 250,000 29,432 254,035 38,082 271,309
9 49 4,641 25,875 250,000 34,565 256,211 46,156 279,373
10 50 4,641 29,068 250,000 39,994 258,810 55,152 288,925
15 55 4,641 44,695 250,000 71,694 277,006 117,386 361,272
20 60 4,641 58,608 250,000 111,202 302,907 217,932 482,293
25 65 4,641 69,110 250,000 158,536 334,328 369,738 656,728
30 70 4,641 74,879 250,000 211,558 368,562 584,421 887,832
</TABLE>

88
<PAGE>

VARIABLE ADJUSTABLE LIFE INSURANCE (CONTINUED)
VAL '87
DEATH BENEFIT OPTION--PROTECTION OPTION
MALE ISSUE AGE 40 FOR NON-SMOKERS
INITIAL DEATH BENEFIT--$250,000(1)

$4,641.31 INITIAL SCHEDULED PREMIUM(2)

USING MAXIMUM CONTRACTUAL MORTALITY CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 6% GROSS(3) 12% GROSS(3)
INITIAL (-1.19% NET) (4.81% NET) (10.81% NET)
POL ATT BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR AGE PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
--- --- ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 41 $4,641 $ 1,012 $250,000 $ 1,099 $250,000 $ 1,186 $250,000
2 42 4,641 4,248 250,000 4,624 250,091 5,011 250,382
3 43 4,641 7,393 250,000 8,266 250,271 9,191 251,517
4 44 4,641 10,441 250,000 12,023 250,537 13,754 253,426
5 45 4,641 13,392 250,000 15,899 250,887 18,740 256,130
6 46 4,641 16,238 250,000 19,894 251,319 24,183 259,658
7 47 4,641 18,982 250,000 24,014 251,829 30,130 264,036
8 48 4,641 21,619 250,000 28,262 252,417 36,626 269,296
9 49 4,641 24,147 250,000 32,642 253,079 43,723 275,473
10 50 4,641 26,558 250,000 37,153 253,814 51,473 282,605
15 55 4,641 36,518 250,000 61,613 258,518 102,062 334,141
20 60 4,641 41,753 250,000 88,938 264,790 176,301 414,503
25 65 4,641 40,027 250,000 118,946 272,430 272,637 513,347
30 70 4,641 25,915 250,000 150,684 281,256 380,474 613,767
</TABLE>

89
<PAGE>

APPENDIX II
SUMMARY OF POLICY CHARGES
What sets cash value life insurance apart from other types of savings and
investment vehicles? It is the only product creating immediate and substantial
dollars in the form of a death benefit plus offering an accumulation component.
This is unlike other vehicles that can only create dollars over time as
contributions are made.
All life insurance policies have basically the same charges, although the
charges may be taken in different ways or at different points in time. VAL has
two distinct ways to recover expenses from a standard policy:

I. CHARGES TAKEN FROM THE BASE PREMIUM:

As we receive premium contributions each year, we take a certain percentage
to partially cover expenses. A sales load is taken to pay commissions to the
agent. Two charges are also taken as a percentage of the premium to cover the
state premium tax and provide a guaranteed death benefit.
Also, in the first year of any life insurance policy, two things are
different than in ongoing years: a larger commission is paid, and the policy
must be underwritten. To begin to cover these costs, an additional sales load
and an underwriting charge are taken from the premium in just the first year.
These two charges may be assessed on future increases in premium and face
amount adjustments.

<TABLE>
<CAPTION>
CHARGES TAKEN FROM PREMIUM: PLUS, IN THE FIRST YEAR:
----------------------------------------------------------------------------------------
<S> <C>
7.00% Sales load Additional sales load (up to 23%)
Underwriting charge (up to $5/$1,000 of
1.50% Face amount guarantee insurance coverage)
2.50% State premium tax
-----------------------
11.00% TOTAL
</TABLE>

II. CHARGES TAKEN FROM THE ACTUAL CASH VALUE:

After the above charges are taken from the premium, the remaining amount is
the net premium. The net premium is then invested in the guaranteed principal
account and/or in the Advantus Series Fund portfolio(s) you have selected which
is referred to as the Variable Life Account. For a VAL insurance policy, the
value in the Variable Life Account is determined by the number or units in each
of your portfolios and their current value.
There are two sets of charges that affect your actual cash value. One set is
a direct charge and the other set is an indirect charge. The direct set is the
cost of insurance and an administration charge which is taken from the policy
actual cash value on a monthly basis. (Refer to Table A.) The cost of insurance
charge goes to cover the risk of death while the administration charge covers
the cost of maintaining each policy. Transaction charges are also taken from
the actual cash value as transactions occur.

TABLE A

DIRECT CHARGES TAKEN FROM ACTUAL CASH VALUE:
--------------------------------------------------------------

.Administration charge ($60/year)
.Cost of insurance charge
.If applicable: Transaction Charges

In addition to the charges described above, there are additional charges for
sub-standard risk policies. These charges are taken directly from the premium
in the case of VAL '95 policies and as charges against the policy value on VAL
'87 policies.

90
<PAGE>

The indirect set of charges include the Mortality and Expense Risk charge
(from the Variable Life Account) plus the Advisory Fee and Fund Expense (from
the Advantus Series Fund). The Mortality and Expense Risk charge protects the
insurance company from the risk that total policy charges may not be adequate
to cover actual company expenses. The Series Fund charges cover the advisory
fee of the fund manager and portfolio expense for each of VAL's portfolios.

For illustration purposes, we use an average of the actual Mortality and
Expense Risk Charge, Advisory Fee and Fund Expense which is 1.19%. These are
listed for each portfolio in Table B.
Your actual cash value is determined daily, net of the charges associated
with the portfolios you have selected, so they do not appear as a direct
expense. This is reflected illustratively by an assumed net rate of return.
Consider this example: assumed gross rate of 9.00%--Average of actual expenses
total in Table B of 1.19% = assumed net rate of return of 7.81%.

TABLE B -- INDIRECT CHARGES
ACTUAL VARIABLE LIFE SEPARATE ACCOUNT EXPENSES AND SERIES FUND FEES

<TABLE>
<CAPTION>
MORTALITY & ADVSY FUND
PORTFOLIO NAME EXP RISK FEE + EXP = TOTAL
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Index 500 .50 .40 + .05 = .95
Asset Allocation .50 .50 + .04 = 1.04
Bond .50 .50 + .06 = 1.06
Growth .50 .50 + .09 = 1.09
Money Market .50 .50 + .10 = 1.10
Mortgage Securities .50 .50 + .08 = 1.08
Capital Appreciation .50 .75 + .10 = 1.35
Value Stock .50 .75 + .08 = 1.33
Small Company .50 .75 + .06 = 1.31
International Stock .50 .74 + .32 = 1.56
--- ---- ---- ----
AVERAGE .50 .589 + .098 = 1.19
</TABLE>

(The average of the maximum Variable Life Separate Account and Series Fund Fees
and Expenses is 1.35%.)

91
<PAGE>

LOGO

The chart illustrates how, during the first four policy years, charges are taken
from the premium and the resulting net premium becomes part of the actual cash
value.

YOUR VAL PREMIUM AT WORK
------------------------
<TABLE>
<CAPTION>
YEAR 1 YEAR 2 YEAR 3 YEAR 4
$4,205 $4,205 $4,205 $4,205
<S> <C> <C> <C> <C>
Variable Adjustable LIfe Charges From Charges From Charges From
------------------------ Premium Premium Premium
. Male, Age 40, Non-smoker Charges
. $250,000 Insurance Benefit From
. Cash Death Benefit Option Premium
Net Net Net
Premium Premium Premium
Net
Premium
| | | |
| | | |
+ Net Rate x Actual Cash Value
__________________________________________________
__________________________________ To Actual Cash Value
9.00% Gross Rate __________________________________________________
-1.24% Charges from Variable Life
------ Account & Series Fund
7.76% Net Rate
__________________________________

- Charges from Actual Cash Value

__________________________
Administration Fee
Cost of Insurance Charge
__________________________

= VAL Policy Values $1,014 $4,459 $8,138 $12,062
</TABLE>
[_] Charges taken annually from the $4,205 premium: sales load (7%), premium
tax (2.5%) and death benefit guarantee (1.5%).

Charges taken from the $4,205 premium in the first year only: sales load
(23%) and underwriting charge (up to $5 per $1,000).

+ Net Rate reflects the Mortality & Expense Risk Charge of 0.50% is taken
from the Variable Life Account with the Advisory Fee and Fund Expenses
taken from the Series Fund. This rate is for illustrative purposes and is
not an indication of future results.

- Administration fee is $60 a year. Cost of insurance charge is the cost of
providing the death benefit which varies based on age, gender, health,
premium level and duration.

92
<PAGE>

VARIABLE ADJUSTABLE LIFE INSURANCE (CONTINUED)
VAL '95
DEATH BENEFIT OPTION--CASH OPTION
MALE ISSUE AGE 40 FOR NON-SMOKERS
INITIAL DEATH BENEFIT--$250,000(1)

$4,205.30 INITIAL SCHEDULED PREMIUM(2)

USING CURRENT MORTALITY CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 9% GROSS(3) 12% GROSS(3)
INITIAL (-1.19% NET) (7.81% NET) (10.81% NET)
POL ATT BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR AGE PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
--- --- ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 41 $4,205 $ 902 $250,000 $ 1,014 $250,000 $ 1,052 $250,000
2 42 4,205 3,948 250,000 4,462 250,000 4,638 250,000
3 43 4,205 6,924 250,000 8,145 250,000 8,578 250,000
4 44 4,205 9,824 250,000 12,076 250,000 12,905 250,000
5 45 4,205 12,649 250,000 16,277 250,000 17,663 250,000
6 46 4,205 15,394 250,000 20,762 250,000 22,895 250,000
7 47 4,205 18,057 250,000 25,560 250,000 28,659 250,000
8 48 4,205 20,753 250,000 30,824 250,000 35,149 250,000
9 49 4,205 23,499 250,000 36,600 250,000 42,451 250,000
10 50 4,205 26,269 250,000 42,905 250,000 50,631 250,000
15 55 4,205 39,949 250,000 83,543 250,000 108,148 250,000
20 60 4,205 52,011 250,000 143,998 264,451 206,635 372,455
25 65 4,205 60,582 250,000 232,045 377,361 367,998 586,150
30 70 4,205 64,138 250,000 355,811 516,977 629,031 893,791
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, AND PREVAILING INTEREST RATES. THE
DEATH BENEFITS AND POLICY VALUES FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 9%, AND 12% OVER A PERIOD OF
YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATIONS CAN BE MADE BY MINNESOTA MUTUAL OR THE FUND THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

93
<PAGE>

VARIABLE ADJUSTABLE LIFE INSURANCE (CONTINUED)
VAL '95
DEATH BENEFIT OPTION--CASH OPTION
MALE ISSUE AGE 40 FOR NON-SMOKERS
INITIAL DEATH BENEFIT--$250,000(1)

$4,205.30 INITIAL SCHEDULED PREMIUM(2)

USING MAXIMUM CONTRACTUAL MORTALITY CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 9% GROSS(3) 12% GROSS(3)
INITIAL (-1.19% NET) (7.81% NET) (10.81% NET)
POL ATT BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR AGE PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
--- --- ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 41 $4,205 $ 902 $250,000 $ 1,014 $250,000 $ 1,052 $250,000
2 42 4,205 3,948 250,000 4,462 250,000 4,638 250,000
3 43 4,205 6,924 250,000 8,145 250,000 8,578 250,000
4 44 4,205 9,824 250,000 12,076 250,000 12,905 250,000
5 45 4,205 12,649 250,000 16,277 250,000 17,663 250,000
6 46 4,205 15,394 250,000 20,762 250,000 22,895 250,000
7 47 4,205 18,054 250,000 25,553 250,000 28,650 250,000
8 48 4,205 20,629 250,000 30,674 250,000 34,988 250,000
9 49 4,205 23,116 250,000 36,149 250,000 41,972 250,000
10 50 4,205 25,508 250,000 42,003 250,000 49,671 250,000
15 55 4,205 35,779 250,000 78,016 250,000 102,043 250,000
20 60 4,205 42,116 250,000 128,986 250,000 188,500 342,199
25 65 4,205 42,322 250,000 201,195 329,511 322,956 518,640
30 70 4,205 31,478 250,000 295,991 434,046 526,835 756,296
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, AND PREVAILING INTEREST RATES. THE
DEATH BENEFITS AND POLICY VALUES FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 9%, AND 12% OVER A PERIOD OF
YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATIONS CAN BE MADE BY MINNESOTA MUTUAL OR THE FUND THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

94
<PAGE>

APPENDIX III
ILLUSTRATION OF DEATH BENEFIT CALCULATION

As an example of the calculation of the death benefit under the Policy,
assume a Policy and an insured with the following characteristics: The insured
is a male, age 40 at Policy issue, and a non-smoker. The Variable Adjustable
Life Insurance Policy has a face amount of $250,000, with a level face amount
and premiums for the life of the insured and the Protection Option has been
chosen as the form of the death benefit. Further, assume that 100 percent of
net premiums are invested in the Variable Life Account sub-accounts, that the
gross investment rate in the Variable Life Account was 12 percent each year and
that Minnesota Mutual deducted current mortality charges. This situation is
shown in Appendix I, "Illustrations of Policy Values, Death Benefits and
Premiums," on page 81 of this prospectus.
Now, further assume that the insured dies at age 50, after the Policy has
been in force for a period of ten years and during which time all of the
premiums have been paid. No policy loans or withdrawals have been made under
the Policy.
Given these assumptions, the policy value of a VAL '95 Policy (the actual
cash value plus any policy loan) on the date of the insured's death--composed
of the Policy's interest in one or more of the sub-accounts of the Variable
Life Account--is equal to $50,011. Under the Protection Option the death
benefit will be $300,011.
Given these assumptions, the policy value of a VAL '87 Policy (the actual
cash value plus any policy loan) on the date of the insured's death--composed
of the Policy's interest in one or more of the sub-accounts of the Variable
Life Account--is equal to $55,152. Under the Protection Option the death
benefit will be $300,010.
The total proceeds payable under either Policy would be adjusted to include
any additional insurance provided by an additional benefit agreement and the
amount payable would be reduced by any unpaid policy charges or any policy
loan.

As an alternative, consider the same example, except that the owner elected
the Cash Option death benefit. This situation is shown in Appendix I,
"Illustrations of Policy Values, Death Benefits and Premiums," on page 81 of
this prospectus.
The death benefit under the Cash Option does not vary from the Policy's face
amount until the Policy becomes paid-up. In this example, again assuming timely
payment of premiums, no withdrawals and no policy loan activity, the policy
value on the date of the insured's death would be $50,631 in the case of a VAL
'95 Policy and $55,525 for a VAL '87 Policy. These are higher values than those
under the Protection Option, reflecting lower mortality costs charged to the
Policy because of the level death benefit. Here, the death benefit is the
current face amount or $250,000.
In determining the total proceeds payable under the Policy, the same
adjustments are made to the death benefit as described under the Protection
Option. However, under the Cash Option any premium paid beyond the end of the
policy month in which the insured died is also included as part of the Policy
proceeds.

95
<PAGE>

APPENDIX IV
POLICY LOAN EXAMPLE

As an example of the effect of a policy loan upon the Policy and upon the
death benefit, assume a VAL '95 Policy and an insured with the following
characteristics: The insured is a male, age 40 at Policy issue, and a non-
smoker. The Variable Adjustable Life Insurance Policy has a face amount of
$250,000, with a level face amount and premiums for the life of the insured and
the Protection Option has been chosen as the form of the death benefit.
Further, assume that 100 percent of net premiums are invested in the sub-
accounts of the Variable Life Account, that the gross investment rate in the
Variable Life Account was 12 percent each year and that Minnesota Mutual
deducted current mortality charges. This situation is shown in Appendix I,
"Illustrations of Policy Values, Death Benefits and Premiums," on page 81 of
this prospectus.
Now assume that the insured, who is also the owner of the Policy, takes a
policy loan in the amount of $5,000 at the end of the fourth policy year and
after all premiums have been paid for that year.
When a loan is taken, the actual cash value invested in the Variable Life
Account is reduced by the amount borrowed and any unpaid interest. The amount
is then transferred to the loan account. Interest is charged on the policy loan
as described in the Policy, but for purposes of this example, assume a policy
loan interest rate of 8 percent per annum. Interest is also credited to a
Policy when there is a policy loan. Interest credits on a policy loan are at a
rate which is not less than the policy loan interest rate less 2 percent per
annum. The interest credit in this example would then be 6 percent.
The following table shows the effect on the year five values, namely those
values at the end of that year, if a policy loan of $5,000 is made at the end
of the fourth year.

Policy Value
With Loan Without Loan
- --------- ------------
<S> <C>
$17,275 $17,515
</TABLE>
<TABLE>
<CAPTION>
End of Year
Total Death Benefit
With Loan Without Loan
--------- ------------
<S> <C>
$267,275 $267,515
</TABLE>

Note that the difference in policy values here represents the difference
between the actual Policy performance in the sub-accounts of the Variable Life
Account and the interest credited on the principal amount of the policy loan.
If interest credited on a policy loan exceeds the Policy performance, then a
Policy with a loan will have a greater value than a Policy with no loan
activity. Where Policy performance exceeds the interest credited on a policy
loan, the resulting policy value will be lower than it would have been if the
loan were not made.
Now consider an identical situation to that above except that the owner has
elected the Cash Option death benefit. The following table shows the effect on
the same year five values if a policy loan of $5,000 is made at the end of the
fourth year.

Policy Value
With Loan Without Loan
- --------- ------------
<S> <C>
$17,422 $17,663
</TABLE>
<TABLE>
<CAPTION>
End of Year
Total Death Benefit
With Loan Without Loan
--------- ------------
<S> <C>
$250,000 $250,000
</TABLE>

The values above under the "With Loan" headings are policy values, which is
the actual cash value of a Policy plus any policy loan. If the owner were to
surrender the Policy at the end of the fifth year, he would receive only the
actual cash value in the sub-accounts of the Variable Life Account.
Similarly, if the insured were to die at the end of the fifth year we would
pay out the death benefit listed under the "With Loan" heading less the amount
of the policy loan.

96
<PAGE>

APPENDIX V
EXAMPLE OF SALES LOAD COMPUTATION
As an example of the method we use to compute sales load, assume a protection
type plan where the annual base premium is $1,000 and where the premium paying
period, prior to any reduction in face amount, is 20 years. The insured is a
male, age 35 with a life expectancy of 38 years. As premiums are paid in each
year, we will assess a basic sales load of 7 percent or $70 in each year. Also,
as premiums are paid in the first year, we will assess a first year sales load
of 23 percent or $230. Therefore, in the first year the sales load charges will
total $300 or 30 percent ($300 / $1,000), and over the 15 year period from
policy issue sales load charges will total $1,280 or 8.54 percent ($1,280 /
$15,000).
Compliance with the 9 percent limitation will be achieved by reducing the
first year sales load, if necessary. For example, consider a Policy with a
protection type plan where the annual base premium is $1,000 and where the
premium paying period prior to any reduction in face amount is 20 years.
Further assume that the insured is a male, age 72 at issue, with a life
expectancy of 9 years. In this case, the first year sales load must be reduced
so that the total sales load will not exceed 9 percent over the life expectancy
of the insured. As premiums are paid in each year we will assess the basic
sales load of 7 percent, or $70, but the first year sales load applicable to
premiums paid in the first year will be reduced from 23 percent to 18 percent,
or $180. Therefore, in the first year the sales load charges will total $250 or
25 percent ($250 / $1,000), and over the period of the insured's life
expectancy sales load charges will total $810 or 9 percent ($810 / $9,000).
As an example of the method we use to assess sales load when an adjustment
occurs during a period in which a first year sales load is being collected,
consider a Policy where an adjustment is made after one-half of the first
annual premium is paid. Assume that the premium is $1,000 annually as in the
example above and further assume that the premiums are being paid on a monthly
basis, $83.33 per month. As premiums are paid in each year we will assess a
basic sales load of 7 percent of premiums received or $70 in that year. A first
year sales load, taken in addition to the basic sales load, would also be
assessed in a total amount of $230. Now assume an adjustment is made, after the
payment of six monthly premiums, and that the premium is increased from $1,000
to $1,200. Both before and after the adjustment we will continue to assess a
basic sales load of 7 percent of the premiums received. However, since only
one-half of the first year sales load of $230 has been collected, a first year
sales load of $115 remains to be collected. The $200 increase in premium will
also be assessed a first year sales load of 23 percent, or $46. Both are added
together and will be collected in the 12 months following the adjustment.
Therefore, after the adjustment of the premium to a $1,200 amount, and assuming
that premiums continue to be paid on a monthly basis, each monthly premium of
$100 will be subjected to a total sales load amount of $20.42, consisting of $7
of basic sales load, and $13.42 of first year sales load.

97
<PAGE>

APPENDIX VI
AVERAGE ANNUAL RETURNS
TWENTY-YEAR HOLDING PERIODS

[GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
Stocks Bonds U.S. Treas. Inflation
------ ----- ----------- ---------
<S> <C> <C> <C> <C>
1955 12.48 2.92 0.66 3.37
1960 14.76 2.12 1.27 3.82
1965 13.84 2.23 1.97 2.84
1970 12.10 2.09 3.13 2.35
1975 7.10 3.08 4.21 3.70
1980 8.31 3.34 5.51 5.46
1985 8.66 6.67 7.31 6.36
1990 11.15 9.01 7.66 6.26
1995 14.59 10.54 7.28 5.23
1996 14.55 9.71 7.28 5.15
</TABLE>

Ending periods from 1955-1996
Source: Stocks, Bonds, Bills and Inflation (SBBI), Encorr Software, Ibbotson
Associates, Inc., Chicago, All rights reserved.

The above information contains the average annual rate of return over twenty-
year holding periods for common stocks (S&P 500), high grade corporate bonds,
30-day U.S. Treasury bills, and inflation (example: 1936-1955, 1941-1960,
etc.). These average rates assume reinvestment of capital gains, dividends and
interest. This is a retrospective view of performance and should in no way be
construed as a projection of future trends.
This graph shows that even though stock investments tend to be more volatile
in short time intervals historically, they have generated rates of return that
have consistently been higher than inflation. Bonds and U.S. Treasury bills
have not always kept up with inflation. The figures do not take into account
the charges associated with a Variable Adjustable Life policy, but do indicate
the potential gain of holding the assets illustrated.
Some additional concepts on the performance of stocks in relation to high
grade, long-term corporate bonds and U.S. Treasury bills over the 52 twenty-
year periods beginning in 1926 and ending in 1996 include:
The average annual return of stocks was higher than that of bonds in 49
of the 52 periods.
The average annual return of stocks was higher than that of U.S. Treasury
bills in all of the 52 periods.
The average annual return of stocks was higher than inflation in all of
the 52 periods.
In the 42 thirty-year periods beginning in 1926 and ending in 1996, the
average annual return of stocks was higher than that of bonds, U.S. Treasury
bills and inflation in all 42 time periods.
From 1926 through 1996, the average annual return for this 71 year period
was:
10.7% for common stocks
5.6% for high grade, long-term corporate bonds
3.7% for U.S. Treasury bills

98
<PAGE>

APPENDIX VII
S&P 500
PERFORMANCE HISTORY 1926-1996

[GRAPH APPEARS HERE]

Yr. ANNUAL TOTAL RETURN
26 11.62
37.5
43.6
-8.4
-24.9
-43.3
-8.2
54
-1.4
47.7
33.9
-35
31.1
0
40 -9.8
11.6
20.3
25.9
19.8
36.4
-8.1
5.7
5.5
18.8
50 31.7
24
18.4
-0.01
52.6
31.6
6.6
-10.8
43.4
12
60 0
26.9
-8.7
22.8
16.5
12.5
-10.1
24
11.1
-8.5
70 4
14.3
19
-14.7
-26.5
37.2
23.8
-7.2
6.6
18.4
80 32.4
-4.9
21.4
22.5
6.3
32.2
18.5
5.2
16.8
31.5
-3.2
30.4
7.67
9.99
1.31
95 37.43
96 23.07

Source: Stocks, Bonds, Bills and Inflation (SBBI), EnCorr Software, Ibbotson
Associates, Inc., Chicago. All rights reserved.

The above chart illustrates that, in any calendar year, the rate of return
for stocks can be positive or negative. However, when viewed over the entire
period of 71 years, stocks have had a positive return in more than two out of
every three years. For the person with a long term view, the results of this
pattern have been very rewarding.

99
<PAGE>

APPENDIX VIII
RANGE OF RETURNS
ROLLING PERIOD RETURNS USING IBBOTSON ASSET CLASS INFORMATION*

(1960 THROUGH 1996)

[GRAPH APPEARS HERE]

1 Yr Period
High Low Mean

Small Stocks 83.57 -30.9 18.5
Lg Cap Stock 37.43 -26.47 11
Corp Bonds 42.56 -8.09 7.56
Govt Bonds 29.1 -5.14 8.1
T-Bills 14.71 2.13 7.6

5 Yr Period
High Low Mean

Small Stocks 39.8 -12.25 15.09
Lg Cap Stock 20.4 -2.36 10.66
Corp Bonds 22.51 -2.22 7.44
Govt Bonds 16.98 2.08 7.88
T-Bills 11.12 2.83 6.34

10 Yr Period
High Low Mean

Small Stocks 30.38 3.2 14.27
Lg Cap Stock 17.59 1.24 10.33
Corp Bonds 16.32 1.68 7.57
Govt Bonds 13.13 3.48 8.03
T-Bills 9.17 3.88 6.8

15 Yr Period
High Low Mean

Small Stocks 23.33 5.87 14.99
Lg Cap Stock 16.61 4.31 10.02
Corp Bonds 13.46 3.08 7.38
Govt Bonds 11.27 4.75 8.04
T-Bills 8.32 4.56 7.03

20 Yr Period
High Low Mean

Small Stocks 20.33 11.47 15.59
Lg Cap Stock 14.59 6.76 10.1
Corp Bonds 10.58 3.03 7.26
Govt Bonds 9.85 4.84 7.95
T-Bills 7.72 5.09 7.03

30 Yr Period
High Low Mean

Small Stocks 15.1 13.47 14.3
Lg Cap Stock 10.87 9.95 10.38
Corp Bonds 8.2 6.8 7.36
Govt Bonds 8.36 7.34 7.82
T-Bills 6.72 6.34 6.6

Source: Ibbotson & Associates.
* Past performance is no guarantee of future results.

The above chart illustrates the volatility in the rate of return for stocks,
represented by Small Cap Stocks, Large Cap Stocks (S&P 500), Corporate Bonds,
Gov't Bonds, and U.S. T-Bills for progressively longer holding periods. The
volatility is reduced as the holding period is increased from one year to just
five years. For holding periods of 10 years or longer, volatility of return is
reduced even more. These longer holding periods have produced returns that are
quite consistent, and are very attractive when compared with the returns from
U.S. Treasury bills and high-grade, long-term corporate bonds.
The strategy of reducing the year-to-year volatility in the rate of return
for stocks by lengthening the holding period can work to the advantage of a
person who buys a cash value life insurance policy like Variable Adjustable
Life, and utilizes stock sub-accounts. That's because the holding period for
such a policy typically can be extremely long--at least 10 years, and possibly
20, 30 or more years.

100
<PAGE>

PART II

OTHER INFORMATION
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The Facing Sheet.
Cross Reference Sheet.
Part I
The prospectus consisting of 120 pages.
Part II
Undertakings - Indemnification; previously filed.
Representation of Insurer Pursuant to (S)26 of the Investment Company
Act of 1940.
The Minnesota Mutual Life Insurance Company ("Company") hereby
represents that the fees and charges deducted under the policies
issued pursuant to this Registration Statement, in the aggregate, are
reasonable in relation to services rendered, the expenses expected to
be incurred, and the risks assumed by the Company.
The Signatures.
Written consents of the following persons:
Donald F. Gruber, Esq.
KPMG Peat Marwick LLP
Jaymes G. Hubbell, F.S.A.
Jones & Blouch L.L.P.
The following Exhibits:

A. Exhibits described in Item IX(A) of Form N-8B-2.

(1) The indenture or agreement under the terms of which the trust was
organized or issued securities.

Resolution of the Board of Trustees of The Minnesota Mutual Life
Insurance Company dated October 21, 1985.

(2) The indenture or agreement pursuant to which the proceeds of payments of
securities are held by the custodian or trustee, if such indenture or
agreement is not the same as the indenture or agreement referred to
immediately above.

None.

(3) Distributing Policies:

(a) Agreements between the trust and principal underwriter or between
the depositor and principal underwriter.

Distribution Agreement.

(b) Specimen of typical agreements between principal underwriter and
dealers, managers, sales supervisors and salesmen.

Agent and General Agent Sales Agreements.

Combined with the Exhibit listed under A.(3)(b) above.
<PAGE>

(4) Any agreement between the depositor, principal underwriter and the
custodian or trustee other than indentures or agreements set forth above
as paragraphs (1), (2) and (3) with respect to the trust or its
securities.

None.

(5) The form of each type of security.

(a) Variable Adjustable Life Insurance Policy; form 86-660.

(b) Variable Adjustable Life Insurance Policy; form 87-670.

(d) Variable Adjustable Life Insurance Policy; form 95-670.

(e) Guaranteed Principal Account Agreement, form 90-930.

(f) Family Term Agreement-Children, form 86-904.

(g) Exchange of Insureds Agreement, form 86-914.

(h) Face Amount Increase Agreement, form 86-915.

(i) Cost of Living Increase Agreement, form 86-916.

(j) Waiver of Premium Agreement, form 86-917.
<PAGE>

(k) Survivorship Life Agreement, form 90-929.

(l) Accelerated Benefit Agreement, form 92-931.

(m) Short Term Agreement, form E324 3-65.

(n) Policy Enhancement Agreement, form 95-941 previously filed as
Exhibit A(5)(n) to Registrant's Form S-6, File Number 33-3233,
Post-Effective Amendment Number 11, is hereby incorporated by
reference.

(6) The certificate of incorporation or other instrument of organization and
bylaws of the depositor.

(a) Charter of the Depositor.

(b) Bylaws of the Depositor.

(7) Any insurance policy under a contract between the trust and the
insurance company or between the depositor and the insurance company,
together with the table of insurance premiums.

None.

(8) Any agreement between the trust or the depositor concerning the trust
with the issuer, depositor, principal underwriter or investment adviser
of any underlying investment company or any affiliated person of such
persons.

None.

(9) All other material contracts not entered into in the ordinary course of
business of the trust or of the depositor concerning the trust.

None.

(10) Form of application for a periodic payment plan certificate.

(a) New Issue Application - Part 1, form F. 3198 Rev. 3-91.
<PAGE>

(b) Application - Part 3 - Authorization New Issue; form F. 42663 3-91.

(d) Policy Change Application - Part 3, form F. 44098 2-92.

(e) Variable Suitability Application, form F. 48653 8-95.

B. A Specimen or Copy of Each Security Being Registered.

See Exhibits Listed under A.(5).

C. An opinion of counsel as to the legality of the securities being registered.

Opinion and Consent of Donald F. Gruber, Esq.

D. Consent of KPMG Peat Marwick LLP.

E. Opinion and Consent of Mr. Jaymes G. Hubbell, F.S.A.

F. Consent of Jones & Blouch L.L.P.

G. Adjustment Computation Required by Rule 6e-2(b)(13)(v)(B).

Combined with the Exhibit listed under H below.

H. Memorandum on Administrative Procedures with Respect to Issuance, Transfer
and Redemption, Required by Rule 6e-2(b)(12)(ii).

Combined with the Exhibit listed under G above.

I. Notice of Withdrawal Right and Statement of Charges Required by Rule
6e-2(b)(13)(viii)(c).

(1) Notice of Withdrawal Right and Request for Cancellation of Policy
previously filed as Exhibit I(1) to Registrant's Form S-6, File Number
33-3233, Post-Effective Amendment Number 11, is hereby incorporated by
reference.

(2) Notice of Withdrawal Right and Request for Cancellation of Policy
Adjustment.

J. Financial Data Schedule

(1) Growth Sub-Account.

(2) Bond Sub-Account.

(3) Money Market Sub-Account.

(4) Asset Allocation Sub-Account.

(5) Mortgage Securities Sub-Account.
<PAGE>

(6) Index 500 Sub-Account.

(7) Capital Appreciation Sub-Account.

(8) International Stock Sub-Account.

(9) Small Company Sub-Account.

(10) Value Stock Sub-Account.

K. The Minnesota Mutual Life Insurance Company - Power of Attorney to Sign
Registration Statements previously filed as Exhibit K to Registrant's Form
S-6, File Number 33-3233, Post-Effective Amendment Number 11, is hereby
incorporated by reference.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Minnesota Mutual Variable Life Account, certifies that it meets all the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this 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 23rd day of April, 1997.

MINNESOTA MUTUAL VARIABLE LIFE ACCOUNT
(Registrant)

By: THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
(Depositor)

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

Pursuant to the requirements of the Securities Act of 1933, the Depositor, The
Minnesota Mutual Life Insurance Company, certifies that it meets all the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this 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 23rd day of April, 1997.

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

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

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the 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 of the Board,
- --------------------------- President and Chief
Robert L. Senkler Executive Officer

* Trustee
- ---------------------------
Giulio Agostini

<PAGE>

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

* Trustee
- ---------------------------
Anthony L. Andersen

* Trustee
- ---------------------------
John F. Grundhofer

* Trustee
- ---------------------------
Harold V. Haverty

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

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

* Trustee
- ---------------------------
Thomas E. Rohricht

* Trustee
- ---------------------------
Terry N. Saario, Ph.D.

* Trustee
- ---------------------------
Michael E. Shannon

* Trustee
- ---------------------------
Frederick T. Weyerhaeuser

/s/ Paul H. Gooding Vice President April 23, 1997
- --------------------------- and Treasurer
Paul H. Gooding (chief financial officer)

/s/ Gregory S. Strong Vice President April 23, 1997
- --------------------------- (chief accounting officer)
Gregory S. Strong

/s/ Dennis E. Prohofsky Attorney-in-Fact April 23, 1997
- ---------------------------
*By Dennis E. Prohofsky

* Pursuant to power of attorney dated February 12, 1996, previously filed as
Exhibit K to this Registration Statement.
<PAGE>

EXHIBIT INDEX

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

A(1) Resolution of the Board of Trustees of The Minnesota Mutual
Life Insurance Company dated October 21, 1985.

A(3)(a) Distribution Agreement.

A(3)(b) Agent and General Agent Sales Agreements.

A(5)(a) Variable Adjustable Life Insurance Policy; form 86-660.

A(5)(b) Variable Adjustable Life Insurance Policy; form 87-670.

A(5)(c) Variable Adjustable Life Insurance Policy; form 90-670.

A(5)(d) Variable Adjustable Life Insurance Policy; form 95-670.

A(5)(e) Guaranteed Principal Account Agreement, form 90-930.

A(5)(f) Family Term Agreement-Children, form 86-904.

A(5)(g) Exchange of Insureds Agreement, form 86-914.

A(5)(h) Face Amount Increase Agreement, form 86-915.

A(5)(i) Cost of Living Increase Agreement, form 86-916.

A(5)(j) Waiver of Premium Agreement, form 86-917.

A(5)(k) Survivorship Life Agreement, form 90-929.

A(5)(l) Accelerated Benefit Agreement, form 92-931.

A(5)(m) Short Term Agreement, form E324 3-65.

A(6)(a) Charter of the Depositor.

A(6)(b) Bylaws of the Depositor.

A(10)(a) New Issue Application - Part 1, form F. 3198 Rev. 3-91.

A(10)(b) Application - Part 3 - Authorization New Issue; form F. 42663
3-91.

A(10)(c) Policy Change Application - Part 1, form F. 44096 2-92.

A(10)(d) Policy Change Application - Part 3, form F. 44098 2-92.

A(10)(e) Variable Suitability Application, form F. 48653 8-95.

C. Opinion and Consent of Donald F. Gruber, Esq.

D. Consent of KPMG Peat Marwick LLP.

E. Opinion and Consent of Mr. Jaymes G. Hubbell, F.S.A.

F. Consent of Jones & Blouch L.L.P.

H. Memorandum on Administrative Procedures with Respect to
Issuance, Transfer and Redemption, Required by Rule 6e-
2(b)(12)(ii).

I(2) Notice of Withdrawal Right and Request for Cancellation of
Policy Adjustment.

J(1) Financial Data Schedule - Growth Sub-Account

J(2) Financial Data Schedule - Bond Sub-Account

J(3) Financial Data Schedule - Money Market Sub-Account

J(4) Financial Data Schedule - Asset Allocation Sub-Account

J(5) Financial Data Schedule - Mortgage Securities Sub-Account

J(6) Financial Data Schedule - Index 500 Sub-Account

J(7) Financial Data Schedule - Capital Appreciation Sub-Account

J(8) Financial Data Schedule - International Stock Sub-Account

J(9) Financial Data Schedule - Small Company Sub-Account

J(10) Financial Data Schedule - Value Stock Sub-Account

<PAGE>

Exhibit 99.A1

CERTIFICATE OF SECRETARY

I, Robert J. Hasling, hereby certify that I am the Secretary of The
Minnesota Mutual Life Insurance Company, Saint Paul, Minnesota; that I have
charge, custody and control of the record books and corporate seal of said
Company; that the following is a true and correct copy of a resolution adopted
by the Board of Trustees of said Company at a meeting held October 21, 1985, at
which meeting a quorum was present and acting throughout; and that the meeting
was duly called for the purpose of acting upon the subject matter described in
said resolution:

"RESOLVED, That The Minnesota Mutual Life Insurance Company hereby
establishes a separate account, Separate Account I, which shall be known as
"Minnesota Mutual Variable Life Account," in accordance with subdivision 1
of section 61A.14 of Minnesota Statutes 1967, as amended, for the purpose
of issuing contracts on a variable basis;

FURTHER RESOLVED, That MIMLIC Sales Corporation will be the principal
underwriter of the variable life insurance contracts funded through the
Minnesota Mutual Variable Life Account, and the variable life insurance
contracts will be sold by licensed life insurance agents who are registered
representatives of The Minnesota Mutual Life Insurance Company and MIMLIC
Sales or other broker-dealers who have entered into selling agreements with
MIMLIC Sales;

FURTHER RESOLVED, That such separate account is to be registered as a unit
investment trust pursuant to the provisions of the Investment Company Act
of 1940, as amended, and that application be made for such exemptions from
that Act as may be necessary or desirable;

FURTHER RESOLVED, That there be prepared and filed with the Securities and
Exchange Commission in accordance with the provisions of the Securities Act
of 1933, as amended, registration statement and any amendments thereto,
relating to such contracts on a variable basis as may be offered to the
public;

FURTHER RESOLVED, That the Chief Executive Officer of the Company or such
officer or officers as he may designate be, and they hereby are, authorized
to seek such exemptive or other relief as may be necessary or appropriate
in connection with the separate account or the offered contracts; and

FURTHER RESOLVED, That the Chief Executive Officer of the Company or such
officer or officers as he may designate be, and they hereby are authorized
and directed to take such further action as may in their judgment be
necessary or desirable to implement the foregoing resolutions."

I hereby certify that the above resolution has not been modified, amended
or rescinded and continues in full force and effect.

<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of The Minnesota Mutual Life Insurance Company this 7th day of February,
1986.

/s/ Robert J. Hasling
Secretary

(Seal)

<PAGE>

Exhibit 99.A3a

DISTRIBUTION AGREEMENT

AGREEMENT made this _____ day of _________________, 198__, between and
among The Minnesota Mutual Life Insurance Company, a Minnesota corporation
("Minnesota Mutual"), and MIMLIC Sales Corporation, a Minnesota corporation
("Distributor").

WITNESSETH:

WHEREAS, Minnesota Mutual is the depositor of Minnesota Mutual
Variable Life Account, (the "Account"); and

WHEREAS, Minnesota Mutual proposes to offer for sale certain Variable
Adjustable Life Insurance Policies (the "Policies") which may be deemed to be
securities under the Securities Act of 1933 ("1933 Act") and the laws of some
states; and

WHEREAS, the Distributor, a wholly-owned subsidiary of MIMLIC
Corporation, which is in turn a wholly-owned subsidiary of Minnesota Mutual, is
registered as a broker-dealer with the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934 ("1934 Act") and is a member
of the National Association of Securities Dealers, Inc. ("NASD"); and

WHEREAS, the parties desire to have Minnesota Mutual perform certain
services in connection with the sale of the Policies;

NOW, THEREFORE, in consideration of the convenants and mutual promises
of the parties made to each other, it is hereby covenanted and agreed as
follows:

1. The Distributor will act as the exclusive principal underwriter of the
Polices and as such will assume full responsibility for the securities
activities of all the associated persons. The Distributor will train the
associated persons, use its best efforts to prepare them to complete
satisfactorily the applicable NASD and state examinations so that they may be
qualified, register the associated persons as its registered representatives
before they engage in securities activities, and supervise and control them in
the performance of such activities. Unless otherwise permitted by applicable
state law, all persons engaged in the sale of the Policies must also be agents
of Minnesota Mutual.

2. The Distributor will assume full responsibility for the continued
compliance by itself and the associated persons with the NASD Rules of Fair
Practice and federal and state laws, to the extent applicable, in connection
with the sale of the Policies. The Distributor will make timely filings with the
SEC, NASD, and any other regulatory authorities of all reports and any sales
literature relating to the Policies required by law to be filed by the
Distributor. Minnesota Mutual will make available to the Distributor copies of
any agreements or plans intended for use in connection with the sale of Policies
in sufficient number and in adequate time for clearance by
<PAGE>

the appropriate regulatory authorities before they are used, and it is agreed
that the parties will use their best efforts to obtain such clearance as
expeditiously as is reasonably possible.

3. Only with the consent of Minnesota Mutual may Distributor enter into
agreements with other broker-dealers duly licensed under applicable federal and
state laws for the sale and distribution of the Policies and perform such duties
as may be provided for in such agreements.

4. Minnesota Mutual, with respect to these Policies, will prepare and file
all registration statements and prospectuses (including amendments) and all
reports required by law to be filed with federal and state regulatory
authorities. Minnesota Mutual will bear the cost of printing and mailing all
notices, proxies, proxy statements, and periodic reports that are to be
transmitted to persons having voting rights under the Policies. Minnesota
Mutual will make prompt and reasonable efforts to effect and keep in effect, at
its expense, the registration or qualification of its Policies in such
jurisdictions as may be required by federal and state regulatory authorities.

5. Minnesota Mutual will (a) maintain and preserve in accordance with Rules
17a-3 and 17a-4 under the 1934 Act all books and records required to be
maintained by it in connection with the offer and sale of the Policies, which
books and records shall be and remain the property of the Distributor and shall
at all times be subject to inspection by the SEC in accordance with Section
17(a) of the 1934 Act and by all other regulatory bodies having jurisdiction,
and (b) upon or prior to completion of each "transaction" as that term is used
in Rule 10B-10 of the 1934 Act, send a written confirmation for each such
transaction reflecting the facts of the transaction and showing that it is being
sent by Minnesota Mutual acting in the capacity of agent for the Distributor.

6. All premium and nonrepeating premium payments and any other monies
payable upon the sale, distribution, renewal or other transaction involving the
Policies shall be paid or remitted directly to, and all checks shall be drawn to
the order of, Minnesota Mutual, and the Distributor shall not have or be deemed
to have any interest in such payments or monies. All such payments and monies
received by the Distributor shall be remitted daily by the Distributor to
Minnesota Mutual for allocation to the Account in accordance with the Policies
and any prospectus with respect to the Policies.

7. Minnesota Mutual will, in connection with the sale of the Policies, pay
on its behalf all amounts (including sales commissions) due to the sales
representatives of the Distributor or to broker-dealers who have entered into
sales agreements with the Distributor. The records in respect of such payments
shall be properly reflected on the books and records maintained by Minnesota
Mutual.

8. As compensation for the Distributor's assuming the expenses and
performing the services to be assumed and performed by it pursuant to this
Agreement, the Distributor shall receive from Minnesota Mutual the following
amounts:

(a) Upon receipt of proper evidence of expenditures, an amount sufficient
to reimburse the Distributor for its expenses incurred in carrying out
the terms of this Agreement, and
<PAGE>

(b) such other amounts as may from time to time be agreed upon by the
Distributor and Minnesota Mutual.

9. As compensation for its services performed and expenses incurred under
this Agreement, Minnesota Mutual will receive all amounts deducted as charges
assessed against premiums, base premiums and nonrepeating premiums paid for the
Policies, charges assessed against the actual cash values of the Policies and
charges assessed against the Account assets attributable to the Policies, as
specified in the Policies and in the prospectus or prospectuses forming a part
of any registration statement with respect to the Policies filed with the SEC
under the 1933 Act. It is understood that Minnesota Mutual assumes the risk that
the above compensation for its services under the Policies may not prove
sufficient to cover its actual expenses in connection therewith and that its
compensation for assuming such risk shall be included in and limited to the
foregoing charges described in said prospectus(es).

10. Minnesota Mutual will, except as otherwise provided in this Agreement,
bear the cost of all services and expenses, including legal services and
expenses and registration, filing and other fees, in connection with (a)
registering and qualifying the Policies, and (to the extent requested by the
Distributor) the associated persons with federal and state regulatory
authorities and the NASD and (b) printing and distributing all Policies and all
periodic reports, sales literature and advertising prepared, filed or
distributed with respect to the Policies.

11. Each party hereto shall advise the others promptly of (a) any action
of the SEC or any authorities of any state or territory, of which it has
knowledge, affecting registration or qualification of the Policies, or the right
to offer the Policies for sale, and (b) the happening of any event which makes
untrue any statement, or which requires the making of any change, in the
registration statement or prospectus in order to make the statements therein not
misleading.

12. The services of the Distributor and Minnesota Mutual under this
Agreement are not deemed to be exclusive and the Distributor and Minnesota
Mutual shall be free to render similar services to others, including, without
implied limitation, such other separate accounts as are now or hereafter
established by Minnesota Mutual, so long as the services of the Distributor and
Minnesota Mutual hereunder are not impaired or interfered with thereby.

13. This Agreement shall upon execution become effective as of the date
first above written, and shall continue in effect indefinitely unless terminated
by either party on 60 days' written notice to the other.

14. This Agreement may be amended at any time by mutual consent of the
parties.

15. This Agreement shall be governed by and construed in accordance with
the laws of Minnesota.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY

Witness: By:
------------------------ --------------------------------------
Secretary Chairman of the Board and President

MIMLIC SALES CORPORATION

Witness: By:
------------------------ --------------------------------------
Vice President President

<PAGE>

Exhibit 99.A3b

Non-GA Agent
September 8, 1986
Draft # 2 LDASA

AGENT SALES AGREEMENT

THIS AGREEMENT, Made this ______ day of _______________, 19 ____, by and
between MIMLIC Sales Corporation, a Minnesota corporation (the "Underwriter,"
"we," "us," "our"), having its principal office at 400 North Robert Street, St.
Paul, Minnesota 55101-2098, and ________________________ (the "Agent," "you,"
"your").

WHEREAS, the Underwriter has entered into a Distribution Agreement relating
to variable adjustable life insurance policies (the "policies") participating in
the Minnesota Mutual Variable Life Account (the "Variable Life Account"), a
registered separate account of the Minnesota Mutual Life Insurance Company
("Minnesota Mutual"), under which the Underwriter was engaged and agreed to act
a principal underwriter in the sale and distribution of the policies to the
public; and

WHEREAS, the Underwriter has entered into a Distribution Agreement relating
to variable annuity contracts ("contracts") participating in Minnesota Mutual
Variable Fund D and Minnesota Mutual Variable Annuity Account, each a registered
separate account of The Minnesota Mutual Life Insurance Company (the "Separate
Accounts"), under which the Underwriter was engaged and agreed to act as
principal underwriter in the sale and distribution of the contracts to the
public;

WHEREAS, the Agent is a registered representative of the Underwriter; and

WHEREAS, the Underwriter desires that the Agent participate in the sale and
distribution of those policies and contracts to the public;

NOW THEREFORE, the Underwriter hereby appoints Agent as its registered
representative for the solicitation, sale and distribution of the policies and
contracts to the public, subject to the following terms and conditions.

1. Acceptance and Subscriptions. Applications solicited by you will be
accepted by Minnesota Mutual only on the terms which are set forth in the then
current Prospectus (and/or Statement of Additional Information, if any) of the
Variable Life Account or the Separate Accounts.

2. Agent Commission. You will receive a commission for each sale.
Commissions shall be paid directly to you by Minnesota Mutual as compensation
for the sale of the policies and contract. The amount of commission which may
be payable to you and the terms and conditions of commission payments are
described in your contract with Minnesota Mutual and that agreement alone will
govern such payments. We will not be responsible for commission payments and
you agree to look solely to Minnesota Mutual for those payments. Minnesota
Mutual shall be responsible for those books and records as may be required to
calculate and evidence its payments under the Agent's Contract to you. If there
is a dispute, those records will control in every instance.
<PAGE>

3. Purchase Payments and Premiums. Purchase payments for contracts and
premiums and nonrepeating premiums for the policies shall be treated, and net
premiums shall be allocated, as described in the appropriate current Prospectus
(and/or Statement of Additional Information, if any) of the Separate Accounts or
of the Variable Life Account and as instructed from time to time by us. You
must promptly forward all purchase payments and premiums to Minnesota Mutual
when you receive them. There shall be no postponement in the forwarding of
these amounts.

All monies or other settlements received by the Agent for or on behalf of
Minnesota Mutual shall be received by the Agent in a fiduciary capacity in trust
for Minnesota Mutual and shall be immediately transmitted to us. In no event
shall you commingle such monies with other funds. You shall keep correct
accounts and records of all business transacted and monies collected for us to
the extent required by us or by Minnesota Mutual. Your accounts and records
shall be open at all times to inspection and examination by us or by Minnesota
Mutual. All accounts, records and any supplies furnished to you by us shall
remain our property. You will promptly return our property to us when we ask
you to return it to us.

4. Failure of Order. We reserve the right at any time to refuse to accept
and approve any application for any policy or contract obtained by you. We also
reserve the right to settle any claims against either us or Minnesota Mutual
arising from the sale of the policies or contracts by you and to refund, without
your consent, all monies received in connection with any application for a
policy or contract.

5. General. You are not permitted to sell any securities or to provide
any services not approved in writing by us. You cannot charge for services
relating to financial planning or the giving of financial or investment advice.
In soliciting applications for the policies or contracts, you shall act as an
independent contractor with respect to us. Nothing herein shall make you our
partner, or a partner of any other registered representative or broker-dealer.
None of them shall be liable for your obligations. You understand that you have
no authority to incur any expenses or obligations in our name. You agree to
indemnify and save us harmless from any and all expenses, liabilities, costs,
causes of action, attorneys' fees and damages resulting from or growing out of
any action, conduct or representation made by you or for which you are
responsible. You agree to pay all expenses which you incur in connection with
your solicitation, sale or servicing of the policies and contracts. The right
given to you to solicit, sell and distribute the policies and contracts is not
exclusive, we reserve the right to engage other registered representatives
and/or broker-dealers to participate in the solicitation, sale and distribution
of the policies and contracts. The terms and conditions of these other
agreements may differ from the terms and conditions of this Agreement.

6. Agent's Undertakings. No person is authorized to make any
representation concerning the policies and contracts except those contained in
the appropriate current Prospectus (and/or Statement of Additional Information,
if any). You will not solicit, sell or service a policy or contract unless the
appropriate current Prospectus is furnished to the purchaser prior to the offer
and sale. We will furnish you with sales literature. You must not use any
supplemental sales literature of any kind without our prior written approval.
In offering and selling the policies or contracts, you will rely solely on the
representations contained in the appropriate current Prospectus (and/or
Statement of Additional Information, if any). In offering and selling the
policies and contract, you will comply with all
<PAGE>

applicable state and federal laws and regulations, all applicable rules of the
National Association of Securities Dealers, Inc. (the "NASD") and all our
applicable rules and regulations. You will give us prompt notice of any
suspension, revocation, cancellation or other impairment of your registration,
license or qualification to sell the policies or contracts and your authority
under this Agreement shall then terminate as provided in Section 8.

7. Assignment and Termination. This Agreement may not be assigned by you
without our express written consent.

8. Termination. Either you or we may terminate this Agreement at any time
upon giving written notice to the other party. This Agreement shall
automatically terminate in the event of (a) the suspension, revocation,
cancellation or other impairment of your registration, license or authority to
solicit, offer or sell the policies and contracts is suspended, revoked,
cancelled or impaired in any manner at any time by the NASD or by any federal,
state, district or other authority, with the NASD, (b) the termination of your
association with us, (c) the termination of your Agents' Contract with Minnesota
Mutual or (d) your death or incapacity.

9. Legal Proceedings. You have no right to start any legal proceedings on
our behalf or in our name. If we are sued because of any unauthorized action or
statement by you, you then agree to indemnify and save us harmless from any
judgments, settlements, attorneys' fees and other expenses.

10. Notice. Any notice required under the contract may be given in person
or by mail directed to the last known address of the other party.

11. Waiver. We may choose from time to time not to enforce a provision of
the contract or one of our rules. This does not mean we have waived the right
to enforce it in the future. Also, it does not mean that we ratify or consent
to those actions of yours which were not in accord with the contract or with our
rules.

12. Amendment. This Agreement may not be amended except by written
agreement executed by you and us.

13. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Minnesota.

AGENT:

____________________________________
(Name)

____________________________________
(Tax Identification Number)

____________________________________
(Street Address)
<PAGE>

____________________________________
(City) (State) (Zip)

Date of offer:____________________, 198___

Accepted by MIMLIC Sales Corporation

By________________________________

Its ________________________________

Date of Acceptance: _____________, 198___

<PAGE>

Exhibit 99.A5a

VARIABLE ADJUSTABLE LIFE POLICY

Variable Benefits

Premiums as stated on the Policy Information
Page

Face Amount and Premium may be adjusted by
the owner

Participating

THE INITIAL DEATH BENEFIT OF THIS POLICY WILL EQUAL THE FACE AMOUNT SHOWN ON
PAGE 1. THE DEATH BENEFIT MAY INCREASE OR DECREASE, AS DESCRIBED ON PAGE 1,
DEPENDING ON THE OPTION ELECTED AND ON SEPARATE ACCOUNT INVESTMENT EXPERIENCE.
HOWEVER, THE DEATH BENEFIT SHALL NEVER BE LESS THAN THE CURRENT FACE AMOUNT
SHOWN ON PAGE 1.

THE ACTUAL CASH VALUE OF THIS POLICY WILL VARY FROM DAY TO DAY. IT MAY INCREASE
OR DECREASE DEPENDING UPON SEPARATE ACCOUNT INVESTMENT EXPERIENCE. THERE IS NO
GUARANTEED MINIMUM CASH VALUE.

NOTICE OF YOUR RIGHT TO EXAMINE THIS POLICY.
It is important to us that you are satisfied with this policy after it is
issued. If you are not satisfied with it, you may return the policy to us or
your agent by the later of; (a) 10 days after you receive it: (b) 45 days after
you signed the application; or (c) 10 days after we mail the notice of your
right of withdrawal. If you return the policy, you will receive a full refund
of any premiums you have paid within 7 days of the date we receive your notice
of cancellation. If you adjust your policy and the adjustment results in an
increased premium, you will again have a right to examine the policy. If you
are then not satisfied, you may return the policy within the times given above
and the requested premium adjustment will be cancelled. You will receive a
refund of the additional premium paid within 7 days of the date we receive your
notice of cancellation.

READ YOU POLICY CAREFULLY
THIS IS A LEGAL CONTRACT
We promise to pay to the beneficiary, subject to the provisions of this
policy, the death proceeds when we receive proof satisfactory to us of the
insured's death.
This policy, including any adjustment of it, is issued in consideration of the
application for this policy and the payment of the premiums.

86-660 Variable Adjustable Life
<PAGE>

The owner and the beneficiary are as named in the initial application unless
they are changed as provided in this policy.
Signed for The Minnesota Mutual Life Insurance Company at St. Paul, Minnesota,
on the policy date.

/s/ Coleman Bloomfield /s/ Robert J. Hasling
President Secretary Registrar

The Minnesota Mutual Life Insurance Company
400 North Robert Street, Saint Paul, Minnesota 55101-2098

MINNESOTA MUTUAL LIFE
<TABLE>
<CAPTION>

INDEX
<S> <C>
Additional Information..................18

Assignment..............................18

Beneficiary.............................16

Death Benefit............................6

Definitions..............................3

Dividends...............................14

General Information......................4

Grace Period.............................8

Incontestability........................18

Lapse (Premiums).........................8

Nonrepeating Premium.....................8

Ownership................................4

Payment of Proceeds.....................15

Policy Adjustments......................12
</TABLE>

86-660 Variable Adjustable Life Page 2
<PAGE>
<TABLE>
<CAPTION>

<S> <C>
Policy Charges..........................5

Policy Loans...........................16

Premiums................................8

Reinstatement (Premiums)................8

Separate Account........................9

Settlement Options.....................15

Suicide Exclusion......................18

Summary.................................2

Surrender..............................11

Values.................................11
</TABLE>

YOUR POLICY INFORMATION

PREMIUM CLASS: STANDARD INSURED: JOHN DOE

TOTAL PREMIUMS: AGE & SEX: 35-MALE

ANNUAL - $1,562.50 FACE AMOUNT:

SEMI-ANNUAL - $ 782.25 $100,000 THROUGH AGE 65
$10,000 AGE 66 TO 100

QUARTERLY - $ 391.63 POLICY NUMBER: 7-777-777V

AUTOMATIC ORIGINAL POLICY DATE:
MONTHLY PAYMENT $ 130.21 MAR 14 1986

DEATH BENEFIT OPTION ON POLICY DATE- PROTECTION

VARIABLE ADJUSTABLE LIFE POLICY
PROCEEDS PAYABLE AT DEATH OR SURRENDER
FACE AMOUNT AND PREMIUM MAY BE ADJUSTED BY THE OWNER
PARTICIPATING

86-660 Variable Adjustable Life Page 3
<PAGE>

PREMIUMS ANNUAL
TYPE OF COVERAGE AMOUNT PAYABLE PREMIUM
<S> <C> <C> <C>

BASIC POLICY THROUGH
WHOLE LIFE INSURANCE $100,000 MAR 14 2016 $1,500.00

SCHEDULED CHANGE THROUGH
THEREAFTER $ 10,000 MAR 14 2051 $1,500.00

ADDITIONAL AGREEMENTS-
WAIVER OF PREMIUM THROUGH
AGREEMENT MAR 14 2011 $ 10.00

EXCHANGE OF INSUREDS AGREEMENT
THERE IS NO PREMIUM CHARGE
FOR THIS AGREEMENT

FACE AMOUNT INCREASE AGREEMENT
REGULAR FACE AMOUNT INCREASE
DATES ON MAR 14 1988 AND 1991.
MAXIMUM FACE AMOUNT INCREASE
THROUGH
$ 10,000 MAR 14 1991 $ 37.50
CONTINUED ON PAGE 1B
</TABLE>

86-660 Variable Adjustable Life Page 4
<PAGE>

YOUR POLICY INFORMATION

TABLE OF POLICY VALUES - VARIABLE ADJUSTABLE LIFE

THESE VALUES DO NOT INCLUDE DIVIDENDS AND ARE SUBJECT
TO THE POLICY VALUES SECTION IN THIS POLICY.

<TABLE>
<CAPTION>
EXTENDED
POLICY TABULAR TERM
ANNIVERSARY CASH INSURANCE
MAR 14 VALUE* YEARS DAYS
<S> <C> <C> <C>
1986 0 0 0
1987 0 0 0
1988 451 1 377
1989 905 3 173
1990 1,361 4 257
1991 1,816 5 248
1992 2,267 6 163
1993 2,712 7 20
1994 3,149 7 187
1995 3,576 7 309
1996 3,991 8 23
1997 4,390 8 61
1998 4,771 8 65
1999 5,131 8 39
2000 5,467 7 351
2001 5,775 7 276
2002 6,050 7 181
2003 6,282 7 69
2004 6,462 6 305
2005 6,581 6 160
2021 1,936 4 104
2022 2,319 4 251
2023 2,698 4 363
2024 3,070 5 86
2025 3,434 5 155
Age 60 5,367 3 123
Age 62 3,901 2 26
Age 65 6 0 1
</TABLE>
ANNUAL POLICY LOAN INTEREST RATE: 8% PAYABLE IN ARREARS
ANNUAL POLICY REINSTATEMENT INTEREST RATE: 8%
*THE TABULAR CASH VALUE MAY BE MORE OR LESS THAN THE SURRENDER PROCEEDS.

86-660 Variable Adjustable Life Page 5
<PAGE>

INSURED AGE POLICY NUMBER FACE AMOUNT

JOHN DOE 35 7-777-777V $100,000 THROUGH 65
$10,000 AGE 66 TO 100

YOUR POLICY INFORMATION

INSURED: JOHN DOE POLICY NUMBER: 7-777-777V

ADDITIONAL AGREEMENTS - CONTINUED FROM PAGE 1A

FAMILY TERM AGREEMENT
CHILDREN'S LEVEL TERM
INSURANCE TO AGE 25 THROUGH
DEATH BENEFIT FOR EACH CHILD $5,000 MAR 14 2016 15.00

COST OF LIVING INCREASE AGREEMENT
THE COST IS INCLUDED IN THE
BASIC POLICY PREMIUM.
MAXIMUM AMOUNT OF EACH
COST OF LIVING INCREASE $50,000

TOTAL ANNUAL PREMIUM ON POLICY DATE------------------- $1,562.50

SUMMARY OF POLICY FEATURES

Variability

The net premiums paid for this policy are placed in the separate account; actual
cash values will reflect investment experience. Actual cash values are not
guaranteed and may be more or less than the tabular cash values shown on page 1.
The face amount of this policy is guaranteed as a death benefit for the life of
the insured; investment experience may, depending on the death benefit option
selected, increase the amount of the death benefit. The policy may provide for
a scheduled reduction in face amount at a specified attained age of the insured.

Adjustability (See page 12)

The face amount and annual premium of your policy are shown on page 1. Subject
to the limitations described in this policy, you may at any time adjust:

the face amount, except for increases requiring evidence of insurability after
the insured's age 80.

86-660 Variable Adjustable Life Page 6

<PAGE>

the premium to any amount from zero to an amount sufficient to provide a
policy which will become paid-up after the payment of fifteen annual premiums.

Actual Cash Value

Your policy has an actual cash value which is available to you during the
insured's lifetime. You may use the actual cash value:

to provide retirement income (see page 15).

as collateral for a loan or as a policy loan (see page 16).

to continue some insurance protection if you cannot or do not wish to continue
paying premiums (see page 8).

to obtain cash by surrendering your policy, in full or in part (see page 11).

Death Proceeds

The amount payable to the beneficiary on the death of the insured is the total
of the following amounts:

The death benefit, which is the greater of the face amount of this policy (see
page 1), or the death benefit provided by the variable features of this policy
(see page 7).

PLUS Any additional insurance on the insured's life provided by an additional
benefit agreement (see page 1).

PLUS Under the Cash Option death benefit, any premium paid beyond the end of
the policy month in which the insured died (see page 7).

MINUS Any unpaid policy charges which we assess against actual cash value
(see page 6).

MINUS Any policy loan (see page 16).

Surrender Proceeds The amount payable to the owner on the surrender of the
policy is the surrender value which is:

The actual cash value of the policy.

MINUS Any unpaid policy charges which we assess against actual cash value
(see page 6).

Additional Benefits

The additional benefits, if any, listed on page 1 are described more fully in
the additional benefit agreements that follow page 18.

86-660 Variable Adjustable Life Page 7
<PAGE>

DEFINITIONS

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

the insured

The person whose life is insured under this policy as shown on page 1.

you, your

The owner of this policy as shown in the application, unless changed as
provided in this policy. The owner may be someone other than the insured.

we, our, us

The Minnesota Mutual Life Insurance Company.

policy date

The effective date of coverage under this policy and the date from which
policy anniversaries, policy years, policy months and premium due dates are
determined.

policy anniversary

The same day and month as your policy date for each succeeding year your
policy remains in force. A monthly policy anniversary is the same day as your
policy date for each succeeding month your policy remains in force.

written request

A request in writing signed by you. We also may require that your policy be
sent in with your written request.

premium

A scheduled payment required for this policy. The premium amounts are shown on
page 1.

nonrepeating premium

A payment made to this policy in addition to its scheduled payments.

base premium

The premium less any amount charged for additional benefits (see page 5).

net premium

The base premium or nonrepeating premium less policy charges assessed against
the premium. The net premium is the amount which is allocated to the separate
account.

proceeds

The amount we will pay under the terms of this policy when your policy is
surrendered or when the insured dies.

86-660 Variable Adjustable Life Page 8
<PAGE>

face amount

The minimum amount of insurance provided on the death of the insured, subject
to the conditions of this policy. The face amount is shown on page 1. Under
some schedules of premium and premium paying periods the face amount of
insurance may be scheduled to decrease at some specified age of the insured.
In those circumstances, that age and face amount are also shown on page 1.

current face amount

The face amount of this policy at any time when the policy is valued.

separate account

The separate investment account titled "Minnesota Mutual Variable Life
Account." We established this separate account for this class of policies
under Minnesota law. The separate account is composed of several sub-accounts.
We own the assets of the separate account. However, those assets not in excess
of separate account liabilities are not subject to claims arising out of any
other business in which we engage.

fund

The mutual fund or separate investment portfolio within a series mutual fund
which we designate as an eligible investment for the separate account and its
sub-accounts.

general account

All assets of The Minnesota Mutual Life Insurance Company other than those in
the separate account or in other separate accounts established by us.

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.

unit

A measure of your interest in a sub-account of the separate account.

1940 Act

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

actual cash value

The value of your separate account interest under this policy. It is composed
of your interest in one or more sub-accounts of the separate account. Your
interest in each sub-account is valued separately. For each sub-account, the
value is determined by multiplying the current number of sub-account units
credited to this policy by the current sub-account unit value.

86-660 Variable Adjustable Life Page 9

<PAGE>

tabular cash value

The amount which would be equal to the actual cash value of this policy at any
time if: all scheduled premiums are paid when due; there is no policy
adjustment; there are no policy loans; any percentage increase in the actual
cash value matches the policy's assumed rate of return; the net investment
experience for each sub-account matches the policy's assumed rate of return;
we deduct maximum cost of insurance charges and deduct all other charges as
set forth in this policy.

policy value

The actual cash value of this policy, plus any policy loan.

lapse

The insured's life is no longer insured except as may be provided in the
Values section of this policy.

terminate

The insured's life is no longer insured under any of the terms of the policy.

interest credits

The amount of credit we add to the actual cash value of your policy as the
result of a policy loan.

age

The insured's age at nearest birthday.

GENERAL INFORMATION

What is your agreement with us?
Your policy, or any adjustment of it, contains the entire contract between you
and us. This includes the initial application and all subsequent applications to
adjust your policy. Any statements made either by you or by the insured, in the
initial application or in any application for adjustment will, in the absence of
fraud, be considered representations and not warranties. Also, any statement
made either by you or by the insured will not be used to void your policy nor
defend against a claim under your policy unless the statement is contained in
the initial application or in any application for adjustment of this policy.

No change or waiver of any of the provisions of this policy will be valid unless
made in writing by us and 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 provisions of your policy.

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

86-660 Variable Adjustable Life Page 10
<PAGE>

(1) The sales load is for distribution expenses for this class of policies.
The basic sales load charge described herein applies to base premiums,
less any charge for sub-standard risks. The basic sales load will not
exceed 7 percent.

In addition to the basic sales load, a first year sales load may also be
applied. The first year sales load applies to base premiums, less any
charge for sub-standard risks, scheduled to be paid in the twelve month
period following the policy date and the date of any policy adjustment.
The first year sales load will not exceed 23 percent.

If any adjustment involving an increase in base premium occurs, a first
year sales load will be assessed on that increase in premium.

If any adjustment occurs during a period when a first year sales load is
being collected, an additional sales load will be collected over the next
twelve months. In that case, that additional first year sales load shall
be calculated using a percentage, not to exceed 23 percent, which shall
be equal to the first year sales load in effect prior to that adjustment.
This percentage shall be applied to the premium amount, determined on the
basis of the lesser of the base premium in effect prior to or following
the adjustment, to be received during the time from the current
adjustment to the end of the period over which the prior first year sales
load was being collected. This additional first year sales load will be
collected during the twelve month period following the adjustment
together with the sales load applicable to the adjustment.

All of the sales load charges are designed to average not more than 9 percent
of the base premiums, less any charge for sub-standard risks, over the lesser
of:

(a) the life expectancy of the insured at policy issue or adjustment; or

(b) 15 years from policy issue or adjustment.

(2) The underwriting charge is for our underwriting costs, which include
medical exams, classifying risks and determining insurable interests. The
charge shall not exceed $5 per $1,000 of face amount of insurance at
issue. We can increase this charge in the future. This charge will be
deducted ratably from your payments of the first year base premium. Our
then current underwriting charge will also apply to increases in face
amount which require new evidence of insurability. In the event of a
policy adjustment which results in a face amount increase and no increase
in premium, you must then remit the then current underwriting charge to
us prior to the effective date of the adjustment or we will assess the
charge against your actual cash value as a transaction charge on
adjustment.

(3) The premium tax charge is for the average premium tax we pay to state and
local governments for this class of policies. the charge is currently 2.5
percent of each base premium. We can increase this charge in the future.

(4) The face amount guarantee charge is for providing the minimum death
benefit under the

86-660 Variable Adjustable Life Page 11

<PAGE>

policy. The charge is 1.5 percent of each base premium. It is guaranteed
not to increase.

What charges are assessed against nonrepeating premiums?

Against nonrepeating premiums we assess: (1) a basic sales load; and (2) the
premium tax charge.
(1) The basic sales load is for distribution expenses for this class of
policies. The basic sales load will not exceed 7 percent of each
nonrepeating premium.

(2) The premium tax charge is for the average premium tax we pay to state and
local governments for this class of policies. The charge is currently 2.5
percent of each nonrepeating premium. We can increase this charge in the
future.

What charges are assessed against your actual cash value?

Against your actual cash value, we assess: (1) the administration charge; (2)
transaction charges; (3) the cost of insurance charge; and (4) the charge for
sub-standard risks, if any.

(1) The administration charge is for our administrative expenses, including
those attributable to the records we create and maintain for your policy.
The administration charge is $60 per contract year.

(2) The transaction charges are for expenses associated with processing
transactions. There is a charge of $25 for each policy adjustment we make
as described on page 12. We may also make a charge, not to exceed $10, for
each transfer of actual cash value among the sub-accounts of the separate
account.

(3) The cost of insurance charge is for providing the death benefit under this
policy. The charge is calculated by multipying the net amount at risk under
policy by a rate which varies with the insured's age, sex and risk class.
The rate is guaranteed not to exceed rates determined on the basis of the
1980 Commissioners Standard Ordinary Mortality Tables. The net amount at
risk is the death benefit under your policy less your policy value.

(4) The charge for sub-standard risks is for providing the death benefit for
policies whose mortality risks exceed the standard, the charge is
calculated by multiplying the current face amount under a sub-standard
policy by a rate which varies by your sub-standard rating, if any.

When are charges assessed against your actual cash value?

Administration, cost of insurance and sub-standard risk charges are assessed
against your actual cash value monthly on the monthly policy anniversary. In
addition, such charges are assessed on the occurrence of the death of the
insured, policy surrender, lapse or a policy adjustment.

Transaction charges are assessed at the time of a policy adjustment or when a
transfer is made. In the case of a transfer, the charge is assessed against the
amount transferred.

86-660 Variable Adjustable Life Page 12
<PAGE>

make a charge, not to exceed $10, for each transfer of actual cash value
among the sub-accounts of the separate account.

(3) The cost of insurance charge is for providing the death benefit under this
policy. The charge is calculated by multiplying the net amount at risk
under your policy by a rate which varies with the insured's age, sex and
risk class. The rate is guaranteed not to exceed rates determined on the
basis of the 1980 Commissioners Standard Ordinary Mortality Tables. The net
amount at risk is the death benefit under your policy less your policy
value.

When are charges assessed against your actual cash value?

Transaction charges are assessed at the time of a policy adjustment or when a
transfer is made. In the case of a transfer, the charge is assessed against the
amount transferred.

Charges will be assessed against your actual cash value in each sub-account of
the separate account in the same proportion that your actual cash value in such
sub-account bears to your actual cash value in all of the sub-accounts.

What charges are assessed against separate account assets?

We assess a mortality and expense risk charge against separate account assets.
We also reserve the right to charge or make provisions for income taxes payable
by us based on separate account assets.

What is the mortality and expense risk charge?

This charge is for assuming the risks that the cost of insurance charge will be
insufficient to cover actual mortality experience and that the other charges
will not cover our expenses in connection with the policy. The mortality and
expense risk charge is deducted from separate account assets on each valuation
date at an annual rate of .50 percent of separate account assets.

DEATH BENEFIT

What proceeds are payable at the insured's death?

The amount payable at the insured's death shall be the death benefit provided by
this policy:
plus any additional insurance on the insured's life provided by an
additional benefit agreement;

86-660 Variable Adjustable Life Page 13

<PAGE>

plus under the Cash Option, any premium paid beyond the end of the policy
month in which the insured died;

minus any unpaid policy charges
minus any policy loan.

What is the death benefit?

The death benefit is one of the two death benefit options:

(1) the Cash Option; or
(2) the Protection Option.

What is the Cash Option?

Under the Cash Option, the death benefit will be the then current face amount.
This death benefit will not vary with the investment results of the sub-accounts
of the separate account you have elected unless the policy becomes paid-up.

If the policy becomes paid-up, the death benefit under the Cash Option shall be
the greater of: the face amount of the policy when it becomes paid-up; or, the
amount of insurance which could be purchased at the date of the insured's death
using the policy value as the net single premium for that coverage, based upon
the policy assumptions and the insured's then attained age.

What is the Protection Option?

Under the Protection Option, the death benefit will be the then current face
amount plus the policy value at the time of the insured's death.

If the policy becomes paid-up, the death benefit under the Protection Option
will be the greater of: the sum of the face amount of the policy when it became
paid-up plus the policy value at the time of the insured's death; or, the amount
of insurance which could be purchased at the time of the insured's death by
using the policy value as the net single premium for that coverage, based upon
the policy assumptions and the insured's then attained age.

When is the death benefit determined?

The death benefit is determined on each monthly policy anniversary and as of the
date of the insured's death. The death benefit amount as of any other date is
available from us on written request.

What policy assumptions are used to determine the death benefit?

There are two assumptions: an interest rate assumption of 4 percent per year and
an assumption of mortality based upon the 1980 Commissioners Standard Ordinary
Mortality Tables.

How is the death benefit option elected?

You elect a death benefit option on your policy application.

86-660 Variable Adjustable Life Page 14
<PAGE>

If you fail to make an election, the Cash Option will be in effect.

May the death benefit option be changed?

Yes. You may apply to have the death benefit option changed while this policy is
in force by filing a written request with us at our home office. We may require
evidence satisfactory to us of the insured's insurability before we allow the
change. The change will take effect when we approve and record it in our home
office.

What happens when the policy becomes paid-up?

At the time the policy becomes paid-up, we need no additional scheduled premiums
in order to provide a death benefit equal to the then current face amount for
the life of the insured. You may continue to pay your scheduled premium to the
end of your premium paying period shown on page 1. We may or may not accept
either nonrepeating premiums after your policy is paid-up or scheduled premiums
after your premium paying period. The actual cash value of your policy will
never exceed the net single premium with respect to the face amount payable by
reason of the insured's death.

How will you know when the policy is paid-up?

We will send you a notice when the policy is paid-up.

Will a paid-up policy have a new face amount?

Yes. A new face amount will be determined when it becomes paid-up. The new face
amount will not be less than the face amount of the policy when it became paid-
up.

Will policy charges continue to apply to a paid-up policy?
Yes.

PREMIUMS

When and where do you pay your premiums?

Your first premium is due as of the policy date and must be paid when your
policy is delivered. All premiums after the first premium are payable on or
before the date they are due and must be mailed to us at our home office or such
other place as we may direct.

If you would life a receipt for a premium payment, we will give you one upon
request.

How often do you pay premiums?

You may pay your premiums once a year, twice a year, or four times a year. These
premiums are shown on page 1 as the annual, semi-annual and quarterly premiums.

If you decide to pay premiums once a year, your annual premium will be due on
the policy anniversary.

86-660 Variable Adjustable Life Page 15
<PAGE>

If you decide to pay premiums more than once a year, your semi-annual premiums
will be due every six months and your quarterly premiums will be due every three
months. In each year, one of the premium due date must fall on the policy
anniversary.

Are there other methods of paying premiums?
Yes. It may be possible for you to make arrangements with your employer to pay
your premiums by payroll deduction. Also, with the consent of your financial
institution, you may request that your premiums be automatically withdrawn from
your account at that institution and paid directly to us. If for any reason your
employer or financial institution fails to pay a premium when it is due or if
this premium payment arrangement is ended, you must pay an annual, semi-annual
or quarterly premium directly to us at our home office before the end of the
grace period to keep your policy in force on a premium-paying basis.

Can you stop paying premiums?
Yes. You may adjust the policy to stop paying premiums. A stop premium
adjustment is one where, after the adjustment, no further premium is required.
You may request a stop premium adjustment at any time your policy has sufficient
actual cash value at the date of the request to keep the policy in force until
your next policy anniversary. The policy will be adjusted on the basis of no
additional scheduled premium and, unless instructed otherwise, the face amount
in effect at the time of the adjustment. On a stop premium policy, any scheduled
decrease in face amount shall be to zero and the policy will lapse at that time.

Can you pay a nonrepeating premium?
Yes. In addition to premiums shown on page 1, you may at any time pay a
nonrepeating premium. The maximum nonrepeating premium is the amount sufficient
to change your policy to a paid-up whole life policy for the then current face
amount; the minimum is $500. If the policy is paid-up or becomes paid-up as a
result of the payment of a nonrepeating premium, we may require you to provide
us with evidence satisfactory to us of the insured's insurability.

Can you pay a premium after the date it is due?
Your policy has a 31-day grace period. This means that if a premium is not paid
on or before the date it is due, you may pay that premium during the 31-day
period immediately following the due date. Your premium payment, however, must
be received in our home office within the 31-day grace period. The insured's
life will continue to be insured during this 31-day period.

This 31-day grace period does not apply to the first premium payment. The first
premium must be paid on or before the date your policy is delivered.

What happens if a premium is not paid before the end of the grace period?
If a premium is not paid before the end of the 31-day grace period, your policy
will lapse and no further premium payments may be made. However, even if your
policy lapses, the values, if any, provided for in the Values section of this
policy on page 11 will be available to you.

86-660 Variable Adjustable Life Page 16
<PAGE>

Can you reinstate your policy after it has lapsed?

At any time within three years from the date of lapse, you may ask us to restore
your policy to a premium paying status, unless the policy has terminated because
the surrender value has been paid or the period of extended insurance has
expired. We will require:

(1) your written request to reinstate this policy;

(2) that you submit to us at our home office during the insured's lifetime
evidence satisfactory to us of the insured's insurability so that we may
have time to act on the evidence during the insured's lifetime; and

(3) a premium payment which is equal to all overdue premiums with interest at a
rate not to exceed 8 percent per annum compounded annually and any
indebtedness in effect at the end of the grace period following the date of
default with interest at a rate not exceeding 8 percent per annum
compounded annually.

Is there a premium refund at the insured's death?

Yes. If the Cash Option death benefit is in effect at the insured's death, we
will pay to the beneficiary any part of a paid premium that covers the period
from the end of the policy month in which the insured died to the date to which
premiums are paid. However, if your policy contains a Waiver of Premium
Agreement and the last premium was waived by us under that agreement, we will
not refund that premium. Also, we will not refund a nonrepeating premium.

SEPARATE ACCOUNT

How was the separate account established?

We established the separate account under Minnesota law. It is registered as a
unit investment trust under the 1940 Act.

What is the purpose of the separate account?

Net premiums allocated to the separate account support the operation of this
policy (except extended term coverage, policy loans and settlement options) and
others of its class. Assets may also be allocated for other purposes, but not
for the operation or support of policies other than variable adjustable life.

What separate account options are available?

The separate account is divided into sub-accounts. Currently, it has the
following sub-accounts:

Common Stock
Bond
Money Market
Managed
Mortgage Securities

Net premiums will be allocated to one or more of these sub-accounts or any other
which we may add in the future. We reserve the right to add, combine or remove
any sub-accounts of the separate account.

86-660 Variable Adjustable Life Page 17
<PAGE>

What are the investments of the separate account?

For each sub-account, there is a fund for the investment of that sub-account's
assets. The assets of the sub-accounts are invested in the funds at net asset
value. If investment in a fund should no longer be possible or if we determine
it becomes inappropriate for policies of this class, we may substitute another
fund. Substitution may be with respect to both existing policy values and future
premiums. The investment policy of the separate account may not be changed,
however, without the approval of the regulatory authorities of the state of
Minnesota. If required, that approval process will be on file with the
regulatory authorities of the state in which this policy is delivered.

What changes may we make to the separate account?

We reserve the right to transfer assets of the separate account which we
determine to be associated with the class of policies to be associated with the
class of policies to which this policy belongs, to another separate account. If
such a transfer is made, the term "separate account", as used in this policy,
shall then mean the separate account to which the assets are transferred. A
transfer of this kind may require the advance approval of state regulatory
authorities.

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

(1) de-register the separate account under the 1940 Act;

(2) restrict or eliminate any voting right of policy owners or other persons
who have voting rights as to the separate account; and

(3) combine the separate account with one or more other separate accounts.

How are net premiums allocated?

Net premiums are allocated to the sub-accounts of the separate account as you
direct. Initially, you indicate your allocation in the application. This
allocation is shown on page 1. You may change your allocation for future
premiums by giving us a written request. A change will not take effect until it
is recorded by us in our home office.

Allocations to the sub-accounts must be expressed in whole percentages. The
allocation to any sub-account must be at least 10 percent of the net premium.

We reserve the right to delay the allocation of net premiums to named sub-
accounts for a period of 30 days after issuance of a policy or a policy
adjustment. If we exercise this right, net premiums will be allocated to the
money market sub-account until the expiration of that period.

What is a transfer?

A transfer is a reallocation of the actual cash value among the sub-accounts of
the separate account.

86-660 Variable Adjustable Life Page 18
<PAGE>

May you make transfers of amounts under the policy?
Yes. Transfers may be made by your written request. We will make the transfer on
the basis of sub-account unit values as of the end of the valuation period
during which your written request is received at our home office.

Are there limitations on transfers?
Yes. The amount to be transferred to or from a sub-account must be at least $250
or, if less, the entire actual cash value attributable to that sub-account.

How are units determined?
The number of units credited with respect to each net premium payment is
determined by dividing the portion of the net premium payment allocated to each
sub-account by the then current unit value for that sub-account. This
determination is made as of the end of the valuation period during which your
premium is received at our home office. Once determined, the number of
accumulation units will not be affected by changes in the unit value.

How are units increased or decreased?
The number of units of each sub-account credited to your policy will be
increased by the allocation of subsequent net premiums, policy dividends, loan
repayments, interest credits and transfers to that sub-account. The number of
units of each sub-account credited to your policy will be decreased by policy
charges to the sub-account, policy loans and unpaid loan interest, transfers
from that sub-account and partial surrenders from that sub-account. The number
of sub-account units will decrease to zero on a policy surrender, lapse or
termination.

How is a unit valued?
The unit value will increase or decrease on each valuation date. The assets of
the separate account shall be valued at least as often as any policy benefits
vary but not less often than once a month. The amount of any increase or
decrease will depend on the net investment experience of the sub-accounts of the
separate account. The value of a 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 is a measure of the net investment experience of a
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 under this policy
which are assessed against separate account assets.

The gross investment rate is equal to:

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

86-660 Variable Adjustable Life Page 19
<PAGE>

(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.

VALUES

Does this policy have cash values?
Yes. This policy has two types of cash values. They are the actual cash value
and the tabular cash value.

Is the actual cash value guaranteed?
No.

What is the tabular cash value of your policy?
A table of tabular cash values is shown on page 1. At your request, we will tell
you what the tabular cash values are for any date not shown.

How is the tabular cash value determined?
The methods and factors used to calculate your tabular cash values, reserves and
net single premiums are based upon certain mortality and interest assumptions
which your state requires us to use. we use the 1980 Commissioners Standard
Ordinary Mortality Tables with 4 percent interest.

We have filed the method used to calculate these values with the insurance
department in the state in which your policy is delivered. The method we use
provides tabular cash values at least as great as those provided by the
Commissioners Reserve Valuation Method. These tabular cash values and reserves
will be greater than, or equal to, the values required by law. The tabular cash
values are calculated on the assumption that there is no indebtedness on your
policy and that deaths occur at the end of the year. Also, the calculation of
the tabular cash values will be made with an allowance for the passage of time
and the payment of those premiums paid beyond the last policy anniversary. All
tabular values represent the values at the end of the policy year.

May the policy be surrendered?
Yes. You may request the surrender of the policy at any time while the insured
is living.

What is the surrender value of your policy?
The surrender value is the actual cash value, minus unpaid policy charges which
are assessed against actual cash value.

However, if your policy is being used to provide extended term, your surrender
value at any time will be the reserve on that insurance. The surrender value of
any extended term insurance which

86-660 Variable Adjustable Life Page 20
<PAGE>

is surrendered within 30 days after a policy anniversary will be at least equal
to that anniversary value.

The determination of the surrender value is made as of the end of the valuation
period during which we receive your surrender request at our home office.

How do you surrender your policy?
Send your policy and a written request for surrender to us at our home office.

Instead of payment in a single sum, you may request that your surrender value be
used to provide extended term insurance on the life of the insured.

Is a partial surrender permitted?
Yes. You may make a partial surrender of your actual cash value. The amount of a
partial surrender must be $500 or more and it cannot exceed the amount available
as a policy loan. This is a policy adjustment as described on page 12. A partial
surrender will cause a decrease in the face amount equal to the amount
surrendered.

How will partial surrenders be taken from the separate account?
You may tell us the sub-accounts from which a partial surrender is to be taken.
If you do not, partial surrenders will be deducted from your actual cash value
in each sub-account of the separate account in the same proportion that your
actual cash value in such sub-account bears to your actual cash value in all of
the sub-accounts.

What happens if the premium due on your policy is not paid?
Your policy will lapse if the premium due is not paid before the end of the
grace period. If your policy has no actual cash value it will terminate. If your
policy has a surrender value it will be used to provide either:

(1) a single sum payment of that value to you, thereby terminating this policy;
or

(2) extended term insurance.

Unless, within 62 days of the date of the first unpaid premium, you request a
single sum payment of your surrender value at the end of the grace period, we
will apply it to purchase extended term insurance on the insured's life. This
insurance will be effective as of the due date of the last unpaid premium and no
further premiums will be due. You may reinstate your policy as described in the
Premiums section on page 8.

May automatic premium loans be used to keep the policy in force?
Yes. Please see the section on policy loans (see page 16).

86-660 Variable Adjustable Life Page 21
<PAGE>

are not provided by the separate account and they will not vary during the
extended term insurance period. The amount of this insurance will be equal to
the face amount of your policy, less the amount of any policy loan at the date
of lapse. At the end of the extended term period all insurance under this policy
will terminate and this policy will have no further value.

May policy payments be deferred?
Yes. We reserve the right to defer policy payments for up to six months from the
date of your written request, if such payments are based upon policy values
which do not depend on the investment performance of the separate account. In
that case, if we postpone our payment for more than 31 days, we will pay you
interest at 4 percent per annum for the period during which payment is
postponed. Otherwise, this right of deferral will be: (a) for any period during
which the New York Stock Exchange is closed for trading (except for normal
holiday closing); or (b) when the Securities and Exchange Commission has
determined that a state of emergency exists which may make such payment
impractical.

How will you know the status of your policy?
Each year we will send you a report. This report will show your policy's status.
It will include the actual cash value, the tabular cash value, the face amount
and the variable death benefit as of the date of the report. It will also show
the premiums paid during the year, policy loan activity and the policy value.
The report will be sent without cost to you. The report will be as of a date
within two months of its mailing.

POLICY ADJUSTMENTS

What types of adjustments can be made to this policy?
Except while the policy is on extended term, you may ask us to make any of the
four following policy adjustments:

(1) increase or decrease the current face amount;
(2) increase or decrease the premium;
(3) make a partial surrender;
(4) adjust the policy to a "stop premium."

You may request a policy adjustment by completing an application for adjustment.
Adjustments will not apply to any additional benefit agreements attached to your
policy.

Are there any adjustment limitations?
Yes. An adjustment must satisfy certain limits on premiums, face amount and the
attained age of the insured at which an adjusted policy may provide for a
scheduled reduction in face amount. Other limitations on adjustments and on
combinations of adjustments may apply. Our approval on any adjustment is
required. The current limits on adjustments are those described here.

An adjustment may not result in more than a paid-up whole life plan for the then
current face amount. After age 80, increases requiring evidence of insurability
will not be allowed.

86-660 Variable Adjustable Life Page 22
<PAGE>

Any adjustment for a change of premium must result in a change of the annual
premium of at least $100.

An adjustment with an increase in premium must result in a policy which is
scheduled to become paid-up only after the payment of fifteen annual premiums or
to age 100, if less. In addition, any policy must have a minimum annual base
premium of at least $300.

Any adjustment for a change of the face amount must result in a change of the
face amount of at least $5,000, except for face amount changes which are the
result of a Cost of Living Increase Agreement change, or a partial surrender
under the policy, or unless a small change in face amount is required to avoid a
violation of the limitations pertaining to plans of insurance.

After adjustment, other than an adjustment to stop premium, the policy must
provide a level face amount of insurance to the next policy anniversary after
the greater of: (a) five years from the date of adjustment; or (b) ten years
from the date of issue. An adjustment to stop premium requires that a policy
have an actual cash value at the time of the adjustment as would be sufficient
to keep the policy in force until the next policy anniversary.

What effect will an adjustment have on the policy's tabular cash values?
After adjustment, the tabular cash value shall be equal to the greater of the
policy value or the tabular cash value prior to that adjustment, plus any
nonrepeating premium credited to the separate account at the time of the
adjustment and minus the amount of any partial surrender made at the time of the
adjustment.

May evidence of insurability be required?
Yes. We will require evidence satisfactory to us of the insured's continued
insurability. We will need this evidence for adjustments which increase the
current face amount or for adjustments which retain the face amount while also
making a partial surrender. All other adjustments may be made without evidence
of insurability.

What if the insured is disabled?
If this policy contains a Waiver of Premium Agreement and if you are receiving,
or are entitled to receive, the waiver of premium benefit, no adjustments under
this provision will be allowed, except as provided in the Waiver of Premium
Agreement.

When will an adjustment be effective?
Any adjustment you request will not become effective until after we approve and
record it at our home office.

86-660 Variable Adjustable Life Page 23
<PAGE>

to you at your last known address and ask you to attach it to your policy. In
either event, the new page 1 and its application will become part of this
policy.

What will be the effect of the policy adjustments?
The effects of policy adjustments are shown below.
<TABLE>
<CAPTION>

IF YOU MAKE THIS KIND UNDER THIS CONDITION IT WILL DO THIS:
OF ADJUSTMENT,
<S> <C> <C>
Decrease the current face while the premium remains any scheduled decrease in the
amount... the same... current face amount will take
Retain the current face while the premium increases place at an increased age of
amount... the insured; a scheduled de-
crease in the face amount will
be eliminated; or the
premium paying period will
be shortened.

Increase the current face with no increase in premium... any scheduled decrease in the
amount... current face amount will take
Retain the current face while the premium place at a decreased age of
amount... decreases... the insured; a scheduled de-
If you make a partial while the premium and face crease in the face amount will
surrender... amount remain the same... occur; or the premium paying
period will be lengthened.

Stop premium... while the face amount remains any scheduled decrease in the
the same... current face amount will take
place at a decreased age of
the insured or, a scheduled
decrease in the face amount
will occur; and no insurance
will be provided after the
decrease.
</TABLE>

You may request a description of the effect of other types or combinations of
adjustments from us.

DIVIDENDS

What is a dividend?
Each year we determine if your policy will share in our divisible surplus. We
call this a dividend.

Will your policy receive dividends?
Generally, no. However, there may be times when we declare a dividend on your
policy.

86-660 Variable Adjustable Life Page 24
<PAGE>

How can your dividends be applied?
Dividends, if received, may be added to your actual cash value or, if you so
elect, they may be paid in cash.

How will dividends be allocated?
A dividend will be allocated to the sub-accounts in accordance with your
instructions for new premiums. In the absence of your instructions, dividends
will be allocated to your actual cash value in each sub-account of the separate
account in the same proportion that your actual cash value in such sub-account
bears to your actual cash value in all of the sub-accounts.

PAYMENT OF PROCEEDS

When will the policy proceeds by payable?
The proceeds of this policy will be payable if the policy is surrendered while
it is in force or if we receive proof satisfactory to us of the insured's death.
These events must occur while the policy is in force. The proceeds will be paid
at our home office and in a single sum unless a settlement option has been
selected. We will deduct any indebtedness from the proceeds. Proof of any claim
under this policy must be submitted in writing to our home office.

We will pay interest on single sum death proceeds from the date of the insured's
death until the date of payment. Interest will be at an annual rate determined
by us, but never less than 4 percent.

Can proceeds be paid in other than a single sum?
Yes. You may, during the insured's lifetime, request that we pay the proceeds
under one of the following settlement options. We may also use any other method
of payment that is agreeable to you and us. A settlement option may be selected
only if the payments are to be made to a natural person in that person's own
right.

The following settlement options are all payable in fixed amounts as are
described below. These payments do not vary with the investment performance of
the separate account.

Option 1 -- Interest Payments
Payment of interest on the proceeds at such times and for a period that is
agreeable to you and us. Withdrawal of proceeds may be made in amounts of at
least $500. At the end of the period, any remaining proceeds will be paid in
either a single sum or under any other method we approve.

Option 2 - Payments for a Specified Period
Monthly payments for a specified number of years. The amount of each monthly
payment for each $1,000 of proceeds applied under this option is shown in
the following table. The monthly payments for any period not shown will be
furnished upon request.

86-660 Variable Adjustable Life Page 25
<PAGE>

<TABLE>
<CAPTION>
Number of Years Monthly Payments

Option 3 - Life Income

Monthly payments for the life of the person who is to receive the income.
We will require satisfactory proof of the person's age and sex. Payments
can be guaranteed for 5, 10, or 20 years. The amount of each monthly
payment for each $1,000 of proceeds applied under this option is shown in
the following table. The monthly payments for any ages not shown will be
furnished upon request.

<TABLE>
<CAPTION>
Life Income with Payments
Age Life Guaranteed for
of Insured Income 5 years 10 years 20 years
------------------------------------------------------
<S> <C> <C> <C> <C>

50 $4.71 $4.71 $4.68 $4.57
55 5.13 5.12 5.07 4.86
60 5.69 5.66 5.57 5.18
65 6.47 6.41 6.21 5.50
70 7.56 7.42 7.00 5.76
</TABLE>

Option 4 - Payments of a Specified Amount

Monthly payments of a specified amount until the proceeds and interest are
fully paid.

If you request a settlement option, we will prepare an agreement for you to
sign, which will state the terms and conditions under which the payments will be
made.

Can a beneficiary request payment under a settlement option?

A beneficiary may select a settlement option only after the insured's death.
However, you may provide that the beneficiary will not be permitted to change
the settlement option you have selected.

Are the proceeds exempt from claims of creditors?

To the extent permitted by law, no payment of proceeds or interest we make will
be subject to the claims of any creditors.

86-660 Variable Adjustable Life Page 26
<PAGE>

to a trustee we name. The trustee will apply those payments for the maintenance
and support of the person you named to receive the payments.

What is the guaranteed interest rate on settlement options?

The minimum amount of interest we will pay under any settlement option is 4
percent per annum. Additional interest earnings, if any, on deposits under a
settlement option will be payable as determined by us.

BENEFICIARY

To whom will we pay the death proceeds?

When we receive proof satisfactory to us of the insured's death, we will pay the
death proceeds of this policy to the beneficiary or beneficiaries named in the
application for this policy unless you have changed the beneficiary. In that
event, we will pay the death proceeds to the beneficiary named in your last
change of beneficiary request as provided below.

What happens if one or all of the beneficiaries dies before the insured?

If a beneficiary dies before the insured, that beneficiary's interest in the
policy ends with that beneficiary's death. Only those beneficiaries who survive
the insured will be eligible to share in the death proceeds. If no beneficiary
survives the insured we will pay that death proceeds of this policy to you, if
living, otherwise to your estate, or to your successor if you are a corporation
no longer in existence.

Can you change the beneficiary?

Yes. If you have reserved the right to change the beneficiary you can file a
written request with us to change the beneficiary. If you have not reserved the
right to change the beneficiary, the written consent of the irrevocable
beneficiary will be required.

Your written request will not be effective until we record it in our home
office. After we record it, the change will take effect as of the date you
signed the request. However, if the insured dies before the request has been so
recorded, the request will not be effective as to those death proceeds we have
paid before your request was so recorded.

POLICY LOANS

Can you borrow money on your policy?

Yes. You may borrow up to the maximum loan amount determined as of the date we
receive your request for a loan. We will require your written request for a
policy loan. We will charge interest on the loan in arrears.

At your request, we will send you a loan agreement for your signature. The
policy will be the only security required for your loan.

86-660 Variable Adjustable Life Page 27
<PAGE>

What is the total amount available for policy loans?

The total amount available for loans under your policy is 90 percent of the
policy value (see page 11). Your policy value will be determined as of the date
we receive your written request for a loan at our home office.

What is the effect of a policy loan?

When you take a loan, we will reduce the actual cash value invested in the sub-
accounts of the separate account by the amount you borrow. This determination is
made as of the end of the valuation period during which your loan agreement is
received at our home office. This amount shall be transferred to the general
account. The amount of policy loan continues to be part of the policy in the
general account.

The policy value of your policy may decrease between premium due dates. If your
policy has a policy loan and no actual cash value, the policy will lapse.

How does a policy loan reduce the actual cash value?

A policy loan will reduce your actual cash value of the sub-accounts of the
separate account as you may direct. In the absence of your instructions, a
policy loan will be deducted from your actual cash value in each sub-account of
the separate account in the same proportion that your actual cash value in such
sub-account bears to your actual cash value in all of the sub-accounts.

What rate of interest do you have to pay?

The interest rate on indebtedness will not be more than the rate shown on page 1
of this policy. The interest rate on indebtedness will not be more than that
permitted in the state in which the policy is delivered. We may, however,
charge you interest at a lower rate, which we will determine, from year to year.
If we announce a lower policy loan interest rate, we may subsequently raise the
interest rate gain. The increase will apply to outstanding loans. However, we
will not increase the interest rate more than once a year and the annual
increase will not exceed 1 percent per year.

When is policy loan interest due and payable?

Policy loan interest is due on the date of the death of the insured, on a policy
adjustment, surrender, lapse, a policy loan transaction and on each policy
anniversary.

If you do not pay the interest on your loan in cash, your policy loan will be
increased by an additional policy loan in the amount of the unpaid interest. It
will then be charged the same rate of interest as your loan. Your actual cash
value will be reduced by the amount of the policy loan and unpaid policy loan
interest when it is due.

How and when can you repay your loan?

If your policy is in force, your loan can be repaid in part or in full at any
time before the insured's death. Your loan may also be repaid within 60 days
after the date of the insured's death if we have not paid any of the benefits
under this policy. Any loan repayment must be at least $100 unless the balance
due is less than $100.

86-660 Variable Adjustable Life Page 28
<PAGE>

How are loan repayments allocated?

Loan repayments are allocated to the sub-accounts of the separate account as you
direct. In the absence of your instructions, loan repayments will be allocated
to your actual cash value in each sub-account of the separate account in the
same proportion that your actual cash value in such sub-account bears to your
actual cash value in all of the sub-accounts.

What is the rate of interest credited to a policy as a result of a policy loan?

Interest credits shall be at a rate which is not less than your policy loan
interest rate minus 2 percent per annum.

When are interest credits on a policy loan allocated to your actual cash value?

Policy loan interest credits are allocated to your actual cash value as of the
date of the death of the insured, on a policy adjustment, surrender, lapse, a
policy loan transaction and on each policy anniversary.

How are interest credits allocated?

Interest credits are allocated to the separate account following your
instructions to us concerning the allocations of net premiums. In the absence
of such instructions, this amount will be allocated to your actual cash value in
each sub-account of the separate account in the same proportion that your actual
cash value in such sub-account bears to your actual cash value in all of the
sub-accounts.

What happens if you do not repay your loan?

If your policy has indebtedness, your policy will remain in force so long as it
has actual cash value. If it does not, your policy will lapse.

In this event, to keep your policy in force, you will have to make a loan
repayment. We will give you notice of our intent to terminate the policy and
the loan repayment required to keep it in force. The time for repayment will be
within 31 days after our mailing of the notice.

Can you arrange for automatic premium loans to keep your policy in force?

Yes. If you asked for this option in your application, or if you write us and
ask for this option after your policy has been issued, we will make automatic
premium loans. You can also write to us at any time and tell us you do not want
this option. If you have this option and you have not paid the premium that is
due before the end of the grace period, we will make a policy loan to pay the
premium. However, in order for this to occur, the amount available for a loan
must be enough to pay at least a quarterly premium. If the loan value is not
enough to pay at least a quarterly premium, your policy will lapse.

Is there a minimum policy loan?

Yes. Any policy loan we pay in cash must be in amount of at least $100. A
policy loan may be in a lesser amount if it is used to pay a premium under the
automatic premium loan provisions.

86-660 Variable Adjustable Life Page 29
<PAGE>

ADDITIONAL INFORMATION

Can you assign your policy?

Yes. Your policy may be assigned. The assignment must be in writing and filed
with us at our home office. We assume no responsibility for the validity or
effect of any assignment of this policy or of any interest in it. Any proceeds
which become payable to the 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 that interest.

What if the insured's age is misstated?

If the insured's age has been misstated, the amount of proceeds will be adjusted
to reflect cost of insurance charges and the cost of insurance charges for sub-
standard risks, if any, based upon the insured's correct age.

When does your policy become incontestable?

After this policy has been in force during the insured's lifetime for two years
from the original policy date, we cannot contest this policy, except for the
nonpayment of premiums. However, if there has been a face amount increase for
which we required evidence of insurability, that increase will be contestable
for two years, during the lifetime of the insured, from the effective date of
the increase.

Is there a suicide exclusion?

If the insured, whether sane or insane dies by suicide, within two years of the
original policy date, our liability will be limited to an amount equal to the
premiums paid for this policy. If there has been a face amount increase for
which we required evidence of insurability, and if the insured dies by suicide
within two years from the effective date of the increase, our liability with
respect to that increase will be limited to an amount equal to the premiums paid
for such increase.

May the policy be converted?

Yes. While this policy is in force and while the required premiums are fully
paid you may convert this policy. This right is in addition to your right to
make described policy adjustments. This policy, before the death of the
insured, may be converted to any adjustable life policy, with a fixed death
benefit and fixed cash values, which we may then offer. The converted policy
shall have the same face amount as is currently provided by this policy. The
issue age and risk class of the insured shall be as stated in this policy. The
premium provided in the converted policy may be different.

VARIABLE ADJUSTABLE LIFE POLICY

Variable Benefits

Premiums as stated on the Policy Information Page

86-660 Variable Adjustable Life Page 30
<PAGE>

Face Amount and Premium may be adjusted by the owner

Participating

You are a member of the Minnesota Mutual Life Insurance Company. Our annual
meetings are held in our home office on the first Tuesday in March of each year
at three o'clock in the afternoon.

The Minnesota Mutual Life Insurance Company
400 North Robert Street, St. Paul, Minnesota
55101-2098

MINNESOTA MUTUAL

86-660 Variable Adjustable Life Page 31

<PAGE>

Exhibit 99.A5b

VARIABLE ADJUSTABLE LIFE POLICY

Variable Benefits

Premiums as stated on the Policy Information
Page

Face Amount and Premium may be adjusted by
the owner

Participating

THE ACTUAL CASH VALUE OF THIS POLICY WILL VARY FROM DAY TO DAY. IT MAY INCREASE
OR DECREASE DEPENDING UPON SEPARATE ACCOUNT INVESTMENT EXPERIENCE. THERE IS NO
GUARANTEED MINIMUM CASH VALUE.

Notice of Your Right to Examine this Policy.
It is important to us that you are satisfied with this policy after it is
issued. If you are not satisfied with it, you may return the policy to us or
your agent by the later of; (a) 10 days after you receive it: (b) 45 days after
you signed the application; or (c) 10 days after we mail the notice of your
right of withdrawal. If you return the policy, you will receive a full refund of
any premiums you have paid within 7 days of the date we receive your notice of
cancellation. If you adjust your policy and the adjustment results in an
increased premium, you will again have a right to examine the policy. If you are
then not satisfied, you may return the policy within the times given above and
the requested premium adjustment will be cancelled. You will receive a refund of
the additional premium paid within 7 days of the date we receive your notice of
cancellation.

87-670
<PAGE>

/s/ Coleman Bloomfield /s/ Robert J. Hasling
President Secretary Registrar

The Minnesota Mutual Life Insurance Company
400 North Robert Street, Saint Paul, Minnesota 55101-2098

MINNESOTA MUTUAL LIFE
<TABLE>
<CAPTION>

INDEX
<S> <C>

Additional Information......................17

Assignment..................................17

Beneficiary.................................15

Death Benefit................................5

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

Dividends...................................13

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

Grace Period.................................7

Incontestability............................17

Lapse (Premiums).............................7

Nonrepeating Premium.........................7

Ownership....................................3

Payment of Proceeds.........................14

Policy Adjustments..........................11
</TABLE>

87-670 Page 2
<PAGE>

Policy Charges................................................................4

Policy Loan..................................................................15

Premiums......................................................................7

Reinstatement (Premiums)......................................................8

Separate Account..............................................................8

Settlement Options...........................................................14

Suicide Exclusion............................................................17

Surrende.....................................................................10

Values.......................................................................10

YOUR POLICY INFORMATION
<TABLE>
<CAPTION>

PREMIUM CLASS: STANDARD INSURED: JOHN DOE
<S> <C> <C> <C>

TOTAL PREMIUMS: AGE & SEX: 35-MALE

ANNUAL $1,562.50 FACE AMOUNT:

SEMI-ANNUAL $782.25 $100,000 THROUGH AGE 65
$10,000 AGE 66 TO 100

QUARTERLY $391.63 POLICY NUMBER: 7-777-777V

AUTOMATIC ORIGINAL POLICY DATE:
MONTHLY PAYMENT $130.21 MAR 14 1986
</TABLE>
DEATH BENEFIT OPTION ON POLICY DATE- PROTECTION

VARIABLE ADJUSTABLE LIFE POLICY
PROCEEDS PAYABLE AT DEATH OR SURRENDER
FACE AMOUNT AND PREMIUM MAY BE ADJUSTED BY THE OWNER
PARTICIPATING

87-670 Page 3
<PAGE>

PREMIUMS ANNUAL
TYPE OF COVERAGE AMOUNT PAYABLE PREMIUM
<S> <C> <C> <C>

BASIC POLICY THROUGH
WHOLE LIFE INSURANCE $100,000 MAR 14 2016 $1,500.00

SCHEDULED CHANGE THROUGH
THEREAFTER $ 10,000 MAR 14 2051 $1,500.00

</TABLE>

TOTAL ANNUAL PREMIUM ON POLICY DATE---------------$1,500.00

87-670 Page 4
<PAGE>

YOUR POLICY INFORMATION

TABLE OF POLICY VALUES - VARIABLE ADJUSTABLE LIFE

THESE VALUES DO NOT INCLUDE DIVIDENDS AND ARE SUBJECT
TO THE POLICY VALUES SECTION IN THIS POLICY.

EXTENDED
POLICY TABULAR TERM
ANNIVERSARY CASH INSURANCE
MAR 14 VALUE* YEARS DAYS
<S> <C> <C> <C>
1986 0 0 0
1987 0 0 0
1988 451 1 377
1989 905 3 173
1990 1,361 4 257
1991 1,816 5 248
1992 2,267 6 163
1993 2,712 7 20
1994 3,149 7 187
1995 3,576 7 309
1996 3,991 8 23
1997 4,390 8 61
1998 4,771 8 65
1999 5,131 8 39
2000 5,467 7 351
2001 5,775 7 276
2002 6,050 7 181
2003 6,282 7 69
2004 6,462 6 305
2005 6,581 6 160
2021 1,936 4 104
2022 2,319 4 251
2023 2,698 4 363
2024 3,070 5 86
2025 3,434 5 155
Age 60 5,367 3 123
Age 62 3,901 2 26
Age 65 6 0 1
</TABLE>

ANNUAL POLICY LOAN INTEREST RATE: 8% PAYABLE IN ARREARS
ANNUAL POLICY REINSTATEMENT INTEREST RATE: 8%
*THE TABULAR CASH VALUE MAY BE MORE OR LESS THAN THE SURRENDER PROCEEDS.

87-670 Page 5

<PAGE>

INSURED AGE POLICY NUMBER FACE AMOUNT

JOHN DOE 35 7-777-777V $100,000 THROUGH 65
$10,000 AGE 66 TO 100

SUMMARY OF POLICY FEATURES

Variability

The net premiums paid for this policy are placed in the separate account; actual
cash values will reflect investment experience. Actual cash values are not
guaranteed and may be more or less than the tabular cash values shown on page 1.
The face amount of this policy is guaranteed as a death benefit for the life of
the insured; investment experience may, depending on the death benefit option
selected, increase the amount of the death benefit. The policy may provide for a
scheduled reduction in face amount at a specified attained age of the insured.

Adjustability (See page 11)

The face amount and annual premium of your policy are shown on page 1. Subject
to the limitations described in this policy, you may at any time adjust:

the face amount, except for increases requiring evidence of insurability after
the insured's age 80.

the premium to any amount from zero to an amount sufficient to provide a
policy which will become paid-up after the payment of fifteen annual premiums.

Actual Cash Value

Your policy has an actual cash value which is available to you during the
insured's lifetime. You may use the actual cash value:

to provide retirement income (see page 14).

as collateral for a loan or as a policy loan (see page 15).

to continue some insurance protection if you cannot or do not wish to continue
paying premiums (see page 7).

to obtain cash by surrendering your policy, in full or in part (see page 10).

Death Proceeds

The amount payable to the beneficiary on the death of the insured is the total
of the following amounts:

The death benefit, which is the greater of the face amount of this policy (see
page 1), or the death benefit provided by the variable features of this policy
(see page 6).

87-670 Page 6
<PAGE>

PLUS Any additional insurance on the insured's life provided by an
additional benefit agreement (see page 1).

PLUS Under the Cash Option death benefit, any premium paid beyond the end
of the policy month in which the insured died (see page 6).

MINUS Any unpaid policy charges which we assess against actual cash value
(see page 5).

MINUS Any policy loan (see page 15).

Surrender Proceeds The amount payable to the owner on the surrender of the
policy is the surrender value which is:

The actual cash value of the policy.

MINUS Any unpaid policy charges which we assess against actual cash value
(see page 5).

Additional Benefits
The additional benefits, if any, listed on page 1 are described more fully in
the additional benefit agreements.

DEFINITIONS

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

the insured
The person whose life is insured under this policy as shown on page 1.

you, your
The owner of this policy as shown in the application, unless changed as
provided in this policy. The owner may be someone other than the insured.

we, our, us
The Minnesota Mutual Life Insurance Company.

policy date
The effective date of coverage under this policy and the date from which
policy anniversaries, policy years, policy months and premium due dates are
determined.

policy anniversary
The same day and month as your policy date for each succeeding year your
policy remains in force. A monthly policy anniversary is the same day as your
policy date for each succeeding month your policy remains in force.

87-670 Page 7
<PAGE>

written request
A request in writing signed by you. We also may require that your policy be
sent in with your written request.

premium
A scheduled payment required for this policy. The premium amounts are shown on
page 1.

nonrepeating premium
A payment made to this policy in addition to its scheduled payments.

base premium
The premium less any amount charged for additional benefits (see page 4).

net premium
The base premium or nonrepeating premium less policy charges assessed against
the premium. The net premium is the amount which is allocated to the separate
account.

proceeds
The amount we will pay under the terms of this policy when your policy is
surrendered or when the insured dies.

face amount
The minimum amount of insurance provided on the death of the insured, subject
to the conditions of this policy. The face amount is shown on page 1. Under
some schedules of premium and premium paying periods the face amount of
insurance may be scheduled to decrease at some specified age of the insured.
In those circumstances, that age and face amount are also shown on page 1.

current face amount
The face amount of this policy at any time when the policy is valued.

separate account
The separate investment account titled "Minnesota Mutual Variable Life
Account." We established this separate account for this class of policies
under Minnesota law. The separate account is composed of several sub-accounts.
We own the assets of the separate account. However, those assets not in excess
of separate account liabilities are not subject to claims arising out of any
other business in which we engage.

fund
The mutual fund or separate investment portfolio within a series mutual fund
which we designate as an eligible investment for the separate account and its
sub-accounts.

87-670 Page 8
<PAGE>

general account
All assets of The Minnesota Mutual Life Insurance Company other than those in
the separate account or in other separate accounts established by us.

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.

unit
A measure of your interest in a sub-account of the separate account.

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

actual cash value
The value of your separate account interest under this policy. It is composed
of your interest in one or more sub-accounts of the separate account. Your
interest in each sub-account is valued separately. For each sub-account, the
value is determined by multiplying the current number of sub-account units
credited to this policy by the current sub-account unit value.

tabular cash value
The amount which would be equal to the actual cash value of this policy at any
time if: all scheduled premiums are paid when due; there is no policy
adjustment; there are no policy loans; any percentage increase in the actual
cash value matches the policy's assumed rate of return; the net investment
experience for each sub-account matches the policy's assumed rate of return;
we deduct maximum cost of insurance charges and deduct all other charges as
set forth in this policy.

policy value
The actual cash value of this policy, plus any policy loan.

lapse
The insured's life is no longer insured except as may be provided in the
Values section of this policy.

terminate
The insured's life is no longer insured under any of the terms of the policy.

interest credits
The amount of credit we add to the actual cash value of your policy as the
result of a policy loan.

87-670 Page 9
<PAGE>

age
The insured's age at nearest birthday.

GENERAL INFORMATION

How do you exercise your rights under the policy?
You can exercise all the rights under this policy during the insured's lifetime
by making a written request to us. This includes the right to change the
ownership. If your policy is assigned, we will also require the written consent
of the assignee. If you have designated an irrevocable beneficiary, the written
consent of that beneficiary will also be required.

POLICY CHARGES

What types of charges are there under this policy?
Charges under this policy are those which we assess against your premiums, base
premiums, nonrepeating premiums, your actual cash value and the separate account
assets.

What charges are assessed against premiums?
Against premiums we assess charges for additional benefits. The charges for
additional benefits compensate us for additional benefits which you may choose
to make a part of this policy.

What charges are assessed against base premiums?
Against base premiums we assess: (1) the basic and first year sales load; (2)
the underwriting charge; (3) the premium tax charge; and (4) the face amount
guarantee charge.

87-670 Page 10
<PAGE>

If any adjustment involving an increase in base premium occurs, a first
year sales load will be assessed on that increase in premium.

All of the sales load charges are designed to average not more than 9 percent of
the base premiums, less any charge for sub-standard risks, over the lesser of:

(a) the life expectancy of the insured at policy issue or adjustment; or
(b) 15 years from policy issue or adjustment.

(2) The underwriting charge is for our underwriting costs, which include
medical exams, classifying risks and determining insurable interests. The
charge shall not exceed $5 per $1,000 of face amount of insurance at
issue. We can increase this charge in the future. This charge will be
deducted ratably from your payments of the first year base premium. Our
then current underwriting charge will also apply to increases in face
amount which require new evidence of insurability. In the event of a
policy adjustment which results in a face amount increase and no premium,
you must then remit the then current underwriting charge to us prior to
the effective date of the adjustment or we will assess the charge against
your actual cash value as a transaction charge on adjustment.

(3) The premium tax charge is for the average premium tax we pay to state and
local governments for this class of policies. The charge is currently 2.5
percent of each base premium. We can increase this charge in the future.

(4) The face amount guarantee charge is for providing the minimum death
benefit under the

87-670 Page 11
<PAGE>

policy. The charge is 1.5 percent of each base premium. It is guaranteed
not to increase.

What charges are assessed against nonrepeating premiums?
Against nonrepeating premiums we assess: (1) a basic sales load; and (2) the
premium tax charge.

(1) The basic sales load is for distribution expenses for this class of
policies. The basic sales load will not exceed 7 percent of each
nonrepeating premium.

What charges are assessed against your actual cash value?
Against your actual cash value, we assess: (1) the administration charge; (2)
transaction charges; (3) the cost of insurance charge; and (4) the charge for
sub-standard risks, if any.

(2) The transaction charges are for expenses associated with processing
transactions. There is a charge of $25 for each policy adjustment we make
as described on page 11. We may also make a charge, not to exceed $10, for
each transfer of actual cash value among the sub-accounts of the separate
account.

(3) The cost of insurance charge is for providing the death benefit under this
policy. The charge is calculated by multiplying the net amount at risk
under your policy by a rate which varies with the insured's age, sex and
risk class. The rate is guaranteed not to exceed rates determined on the
basis of the 1980 Commissioners Standard Ordinary Mortality Tables. The
net amount at risk is the death benefit under your policy less your policy
value.

(4) The charge for sub-standard risks is for providing the death benefit for
policies whose mortality risks exceed the standard. The charge is
calculated by multiplying the current face amount under a sub-standard
policy by a rate which varies by your sub-standard rating, if any.

When are charges assessed against your actual cash value?
Administration, cost of insurance and sub-standard risk charges are assessed
against your actual cash value monthly on the monthly policy anniversary. In
addition, such charges are assessed on the occurrence of the death of the
insured, policy surrender, lapse or a policy adjustment.

Transaction charges are assessed at the time of a policy adjustment or when a
transfer is made. In the case of a transfer, the charge is assessed against the
amount transferred.

87-670 Page 12
<PAGE>

What charges are assessed against separate account assets?

We assess a mortality and expense risk charge against separate account assets.
We also reserve the right to charge or make provisions for income taxes payable
by us based on separate account assets.

What is the mortality and expense risk charge?

DEATH BENEFIT

What proceeds are payable at the insured's death?

The amount payable at the insured's death shall be the death benefit provided by
this policy:

plus any additional insurance on the insured's life provided by an
additional benefit agreement;

plus under the Cash Option, any premium paid beyond the end of the policy
month in which the insured died;

minus any unpaid policy charges; and

minus any policy loan.

What is the death benefit?

The death benefit is one of the two death benefit options:

(1) the Cash Option; or
(2) the Protection Option.

What is the Cash Option?

If the policy becomes paid-up, the death benefit under the Cash Option shall be
the greater of: the face amount of the policy when it becomes paid-up; or, the
amount of insurance which could

87-670 Page 13
<PAGE>

be purchased at the date of the insured's death using the policy value as the
net single premium for that coverage, based upon the policy assumptions and the
insured's then attained age.

What is the Protection Option?

Under the Protection Option, the death benefit will vary with the investment
results of the sub-accounts of the separate account you have elected. If at the
date of the insured's death:

(1) the tabular cash value is greater than the policy value, the death benefit
shall be an amount which is equal to the then current face amount; or

(2) the policy value is greater than the tabular cash value, the death benefit
shall be an amount which is equal to the then current face amount, plus an
additional amount of insurance which is equal to that which could be purchased
using the difference between the policy value and the tabular cash value as the
net single premium for that coverage, based upon the policy assumptions and the
insured's then attained age.

When is the death benefit determined?

The death benefit is determined on each monthly policy anniversary and as of the
date of the insured's death. The death benefit amount as of any other date is
available from us on written request.

What policy assumptions are used to determine the death benefit?

There are two assumptions: an interest rate assumption of 4 percent per year
and an assumption of mortality based upon the 1980 Commissioners Standard
Ordinary Mortality Tables.

How is the death benefit option elected?

You elect a death benefit option on your policy application.

If you fail to make an election, the Cash Option will be in effect.

May the death benefit option be changed?

Yes. You may apply to have the death benefit option changed while this policy
is in force by filing a written request with us at our home office. We may
require evidence satisfactory to us of the insured's insurability before we
allow the change. The change will take effect when we approve and record it in
our home office.

What happens when the policy becomes paid-up?

87-670 Page 14

<PAGE>

How will you know when the policy is paid-up?

We will send you a notice when the policy is paid-up.

Will a paid-up policy have a new face amount?

Yes. A new face amount will be determined when it becomes paid-up. The new
face amount will not be less than the face amount of the policy when it became
paid-up.

Will policy charges continue to apply to a paid-up policy?

Yes.

PREMIUMS

When and where do you pay your premiums?

If you would life a receipt for a premium payment, we will give you one upon
request.

How often do you pay premiums?

You may pay your premiums once a year, twice a year, or four times a year.
These premiums are shown on page 1 as the annual, semi-annual and quarterly
premiums.

If you decide to pay premiums once a year, your annual premium will be due on
the policy anniversary.

Are there other methods of paying premiums?

Yes. It may be possible for you to make arrangements with your employer to pay
your premiums by payroll deduction. Also, with the consent of your financial
institution, you may request that your premiums be automatically withdrawn from
your account at that institution and paid directly to us. If for any reason
your employer or financial institution fails to pay a premium when it is due or
if this premium payment arrangement is ended, you must pay an annual, semi-
annual or quarterly premium directly to us at our home office before the end of
the grace period to keep your policy in force on a premium-paying basis.

Can you stop paying premiums?

87-670 Page 15

<PAGE>

basis of no additional scheduled premium and, unless instructed otherwise, the
face amount in effect at the time of the adjustment. On a stop premium policy,
any scheduled decrease in face amount shall be to zero and the policy will lapse
at that time.

Can you pay a nonrepeating premium?

Yes. In addition to premiums shown on page 1, you may at any time pay a
nonrepeating premium. The maximum nonrepeating premium is the amount sufficient
to change your policy to a paid-up whole life policy for the then current face
amount; the minimum is $500. If the policy is paid-up or becomes paid-up as a
result of the payment of a nonrepeating premium, we may require you to provide
us with evidence satisfactory to us of the insured's insurability.

Can you pay a premium after the date it is due?

Your policy has a 31-day grace period. This means that if a premium is not paid
on or before the date it is due, you may pay that premium during the 31-day
period immediately following the due date. Your premium payment, however, must
be received in our home office within the 31-day grace period. The insured's
life will continue to be insured during this 31-day period.

This 31-day grace period does not apply to the first premium payment. The first
premium must be paid on or before the date your policy is delivered.

What happens if a premium is not paid before the end of the grace period?

If a premium is not paid before the end of the 31-day grace period, your policy
will lapse and no further premium payments may be made. However, even if your
policy lapses, the values, if any, provided for in the Values section of this
policy on page 10 will be available to you.

Can you reinstate your policy after it has lapsed?

(1) your written request to reinstate this policy;

Is there a premium refund at the insured's death?

87-670 Page 16

<PAGE>

a Waiver of Premium Agreement and the last premium was waived by us under that
agreement, we will not refund that premium. Also, we will not refund a
nonrepeating premium.

SEPARATE ACCOUNT

How was the separate account established?

We established the separate account under Minnesota law. It is registered as a
unit investment trust under the 1940 Act.

What is the purpose of the separate account?

What separate account options are available?

The separate account is divided into sub-accounts. Currently, it has the
following sub-accounts:
Common Stock
Bond
Money Market
Managed
Mortgage Securities
Index
Aggressive Growth

What are the investments of the separate account?

For each sub-account, there is a fund for the investment of that sub-account's
assets. The assets of the sub-accounts are invested in the funds at net asset
value. If investment in a fund should no longer be possible or if we determine
it becomes inappropriate for policies of this class, we may substitute another
fund. Substitution may be with respect to both existing policy values and
future premiums. The investment policy of the separate account may not be
changed, however, without the approval of the regulatory authorities of the
state of Minnesota. If required, that approval process will be on file with the
regulatory authorities of the state in which this policy is delivered.

What changes may we make to the separate account?

87-670 Page 17

<PAGE>

transferred. A transfer of this kind may require the advance approval of state
regulatory authorities.

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

(1) de-register the separate account under the 1940 Act;

(2) restrict or eliminate any voting right of policy owners or other persons
who have voting rights as to the separate account; and

(3) combine the separate account with one or more other separate accounts.

How are net premiums allocated?

Allocations to the sub-accounts must be expressed in whole percentages. The
allocation to any sub-account must be at least 10 percent of the net premium.

What is a transfer?

A transfer is a reallocation of the actual cash value among the sub-accounts of
the separate account.

May you make transfers of amounts under the policy?

Yes. Transfers may be made by your written request. We will make the transfer
on the basis of sub-account unit values as of the end of the valuation period
during which your written request is received at our home office.

Are there limitations on transfers?

Yes. The amount to be transferred to or from a sub-account must be at least
$250 or, if less, the entire actual cash value attributable to that sub-account.

How are units determined?

The number of units credited with respect to each net premium payment is
determined by dividing the portion of the net premium payment allocated to each
sub-account by the then current unit value for that sub-account. This
determination is made as of the end of the valuation period during which your
premium is received at our home office. Once determined, the number of
accumulation units will not be affected by changes in the unit value.

87-670 Page 18

<PAGE>

How are units increased or decreased?

The number of units of each sub-account credited to your policy will be
increased by the allocation of subsequent net premiums, policy dividends, loan
repayments, interest credits and transfers to that sub-account. The number of
units of each sub-account credited to your policy will be decreased by policy
charges to the sub-account, policy loans and unpaid loan interest, transfers
from that sub-account and partial surrenders from that sub-account. The number
of sub-account units will decrease to zero on a policy surrender, lapse or
termination.

How is a unit valued?

The unit value will increase or decrease on each valuation date. The assets of
the separate account shall be valued at least as often as any policy benefits
vary but not less often than once a month. The amount of any increase or
decrease will depend on the net investment experience of the sub-accounts of the
separate account. The value of a 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 is a measure of the net investment experience of a
sub-account.

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 valuation 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.

VALUES

Does this policy have cash values?

Yes. This policy has two types of cash values. They are the actual cash value
and the tabular cash value.

Is the actual cash value guaranteed?

No.

87-670 Page 19
<PAGE>

What is the tabular cash value of your policy?

A table of tabular cash values is shown on page 1. At your request, we will tell
you what the tabular cash values are for any date not shown.

How is the tabular cash value determined?

The methods and factors used to calculate your tabular cash values, reserves and
net single premiums are based upon certain mortality and interest assumptions
which your state requires us to use. we use the 1980 Commissioners Standard
Ordinary Mortality Tables with 4 percent interest.

May the policy be surrendered?

Yes. You may request the surrender of the policy at any time while the insured
is living.

What is the surrender value of your policy?

The surrender value is the actual cash value, minus unpaid policy charges which
are assessed against actual cash value.

However, if your policy is being used to provide extended term, your surrender
value at any time will be the reserve on that insurance. The surrender value of
any extended term insurance which is surrendered within 30 days after a policy
anniversary will be at least equal to that anniversary value.

The determination of the surrender value is made as of the end of the valuation
period during which we receive your surrender request at our home office.

How do you surrender your policy?

Send your policy and a written request for surrender to us at our home office.

Instead of payment in a single sum, you may request that your surrender value be
used to provide extended term insurance on the life of the insured.

Is a partial surrender permitted?

Yes. You may make a partial surrender of your actual cash value. The amount of a
partial surrender must be $500 or more and it cannot exceed the amount available
as a policy loan. This

87-670 Page 20
<PAGE>

is a policy adjustment as described on page 11. A partial surrender will cause a
decrease in the face amount equal to the amount surrendered.

How will partial surrenders be taken from the separate account?

You may tell us the sub-accounts from which a partial surrender is to be taken.
If you do not, partial surrenders will be deducted from your actual cash value
in each sub-account of the separate account in the same proportion that your
actual cash value in such sub-account bears to your actual cash value in all of
the sub-accounts.

What happens if the premium due on your policy is not paid?

Your policy will lapse if the premium due is not paid before the end of the
grace period. If your policy has no actual cash value it will terminate. If your
policy has a surrender value it will be used to provide either:
(1) a single sum payment of that value to you, thereby terminating this policy;
or
(2) extended term insurance.

May automatic premium loans be used to keep the policy in force?

Yes. Please see the section on policy loans (see page 15).

What is extended term insurance?

After your policy lapses, the surrender value of your policy as of the end of
the grace period is applied as a net single premium to buy extended term
insurance for as long a period as the premium will purchase. This extended term
coverage has fixed benefits. Extended term benefits are not provided by the
separate account and they will not vary during the extended term insurance
period. The amount of this insurance will be equal to the face amount of your
policy, less the amount of any policy loan at the date of lapse. At the end of
the extended term period all insurance under this policy will terminate and this
policy will have no further value.

May policy payments be deferred?

Yes. We reserve the right to defer policy payments for up to six months from the
date of your written request, if such payments are based upon policy values
which do not depend on the investment performance of the separate account. In
that case, if we postpone our payment for more than 31 days, we will pay you
interest at 4 percent per annum for the period during which payment is
postponed. Otherwise, this right of deferral will be: (a) for any period during
which the New York Stock Exchange is closed for trading (except for normal
holiday closing); or (b) when the Securities and Exchange Commission has
determined that a state of emergency exists which may make such payment
impractical.

87-670 Page 21
<PAGE>

How will you know the status of your policy?

Each year we will send you a report. This report will show your policy's status.
It will include the actual cash value, the tabular cash value, the face amount
and the variable death benefit as of the date of the report. It will also show
the premiums paid during the year, policy loan activity and the policy value.
The report will be sent without cost to you. The report will be as of a date
within two months of its mailing.

POLICY ADJUSTMENTS

What types of adjustments can be made to this policy?
Except while the policy is on extended term, you may ask us to make any of the
four following policy adjustments:

(1) increase or decrease the current face amount;
(2) increase or decrease the premium;
(3) make a partial surrender;
(4) adjust the policy to a "stop premium."

You may request a policy adjustment by completing an application for adjustment.
Adjustments will not apply to any additional benefit agreements attached to your
policy.

Are there any adjustment limitations?

Yes. An adjustment must satisfy certain limits on premiums, face amount and the
attained age of the insured at which an adjusted policy may provide for a
scheduled reduction in face amount. Other limitations on adjustments and on
combinations of adjustments may apply. Our approval on any adjustment is
required. The current limits on adjustments are those described here.

An adjustment may not result in more than a paid-up whole life plan for the then
current face amount. After age 80, increases requiring evidence of insurability
will not be allowed.

Any adjustment for a change of premium must result in a change of the annual
premium of at least $100.

After adjustment, other than an adjustment to stop premium, the policy must
provide a level face amount of insurance to the next policy anniversary after
the greater of: (a) five years from the

87-670 Page 22
<PAGE>

date of adjustment; or (b) ten years from the date of issue. An adjustment to
stop premium requires that a policy have an actual cash value at the time of the
adjustment as would be sufficient to keep the policy in force until the next
policy anniversary.

What effect will an adjustment have on the policy's tabular cash values?

After adjustment, the tabular cash value shall be equal to the greater of the
policy value or the tabular cash value prior to that adjustment, plus any
nonrepeating premium credited to the separate account at the time of the
adjustment and minus the amount of any partial surrender made at the time of the
adjustment.

May evidence of insurability be required?

Yes. We will require evidence satisfactory to us of the insured's continued
insurability. We will need this evidence for adjustments which increase the
current face amount or for adjustments which retain the face amount while also
making a partial surrender. All other adjustments may be made without evidence
of insurability.

What if the insured is disabled?

If this policy contains a Waiver of Premium Agreement and if you are receiving,
or are entitled to receive, the waiver of premium benefit, no adjustments under
this provision will be allowed, except as provided in the Waiver of Premium
Agreement.

When will an adjustment be effective?

Any adjustment you request will not become effective until after we approve and
record it at our home office.

When we approve your written request for an adjustment, we will send you a new
page 1. A copy of your adjustment application will be attached to that new page
1. We may require that you return your policy to our home office for attachment
of the new page 1 or we may simply mail it to you at your last known address and
ask you to attach it to your policy. In either event, the new page 1 and its
application will become part of this policy.

What will be the effect of the policy adjustments?

The effects of policy adjustments are shown below.
<TABLE>
<CAPTION>

IF YOU MAKE THIS KIND UNDER THIS CONDITION IT WILL DO THIS:
OF ADJUSTMENT,
<S> <C> <C>
Decrease the current face while the premium remains scheduled decrease in the
amount... the same... current face amount will take
Retain the current face while the premium place at an increased age of
amount... increases... the insured; a scheduled de-
crease in the face amount
will be eliminated; or the
premium paying period will
be shortened.
</TABLE>

87-670 Page 23
<PAGE>

Increase the current face with no increase in any scheduled decrease
amount... premium... in the current face amount
Retain the current face while the premium will take place at a
amount... decreases... decreased age of
If you make a partial while the premium and the insured; a scheduled
surrender... face amount remain the decrease in the face
same... amount will occur; or the
premium paying period will
be lengthened.

Stop premium... while the face amount any scheduled decrease in
remains the same... the current face amount
will take place at a
decreased age of the
insured or, a scheduled
decrease in the face
amount will occur; and no
insurance will be provided
after the decrease.

You may request a description of the effect of other types or combinations of
adjustments from us.

DIVIDENDS

What is a dividend?

Each year we determine if your policy will share in our divisible surplus. We
call this a dividend.

Will your policy receive dividends?

Generally, no. However, there may be times when we declare a dividend on your
policy.

How can your dividends be applied?

Dividends, if received, may be added to your actual cash value or, if you so
elect, they may be paid in cash.

How will dividends be allocated?

A dividend will be allocated to the sub-accounts in accordance with your
instructions for new premiums. In the absence of your instructions, dividends
will be allocated to your actual cash value in each sub-account of the separate
account in the same proportion that your actual cash value in such sub-account
bears to your actual cash value in all of the sub-accounts.

PAYMENT OF PROCEEDS

When will the policy proceeds be payable?

87-670 Page 24
<PAGE>

is in force. The proceeds will be paid at our home office and in a single sum
unless a settlement option has been selected. We will deduct any indebtedness
from the proceeds. Proof of any claim under this policy must be submitted in
writing to our home office.

We will pay interest on single sum death proceeds from the date of the insured's
death until the date of payment. Interest will be at an annual rate determined
by us, but never less than 4 percent.

Can proceeds be paid in other than a single sum?

Yes. You may, during the insured's lifetime, request that we pay the proceeds
under one of the following settlement options. We may also use any other method
of payment that is agreeable to you and us. A settlement option may be selected
only if the payments are to be made to a natural person in that person's own
right.

The following settlement options are all payable in fixed amounts as are
described below. These payments do not vary with the investment performance of
the separate account.

Option 1 -- Interest Payments

Payment of interest on the proceeds at such times and for a period that is
agreeable to you and us. Withdrawal of proceeds may be made in amounts of at
least $500. At the end of the period, any remaining proceeds will be paid in
either a single sum or under any other method we approve.

Option 2 -- Payments for a Specified Period

Monthly payments for a specified number of years. The amount of each monthly
payment for each $1,000 of proceeds applied under this option is shown in
the following table. The monthly payments for any period not shown will be
furnished upon request.
<TABLE>
<CAPTION>
Number of Years Monthly Payments
<S> <C>
5 $18.32
10 10.06
15 7.34
20 6.00
25 5.22
</TABLE>
Option 3 - Life Income

Monthly payments for the life of the person who is to receive the income. We
will require satisfactory proof of the person's age and sex. Payments can be
guaranteed for 5, 10, or 20 years. The amount of each monthly payment for
each $1,000 of proceeds applied under this option is shown in the following
table. The monthly payments for any ages not shown will be furnished upon
request.

87-670 Page 25
<PAGE>

Life Income with Payments
Age Life Guaranteed for
of Insured Income 5 years 10 years 20 years
--------------------------------------------------------
<S> <C> <C> <C> <C>

50 $4.71 $4.71 $4.68 $4.57
55 5.13 5.12 5.07 4.86
60 5.69 5.66 5.57 5.18
65 6.47 6.41 6.21 5.50
70 7.56 7.42 7.00 5.76
</TABLE>

Option 4 - Payments of a Specified Amount
Monthly payments of a specified amount until the proceeds and interest are
fully paid.

If you request a settlement option, we will prepare an agreement for you to
sign, which will state the terms and conditions under which the payments will be
made.

Can a beneficiary request payment under a settlement option?

A beneficiary may select a settlement option only after the insured's death.
However, you may provide that the beneficiary will not be permitted to change
the settlement option you have selected.

Are the proceeds exempt from claims of creditors?

To the extent permitted by law, no payment of proceeds or interest we make will
be subject to the claims of any creditors.

Also, if you provide that the option selected cannot be changed after the
insured's death, the payments will not be subject to the debts or contracts of
the person receiving the payments. If garnishment or any other attachment of
the payments is attempted, we will make those payments to a trustee we name.
The trustee will apply those payments for the maintenance and support of the
person you named to receive the payments.

What is the guaranteed interest rate on settlement options?

BENEFICIARY

To whom will we pay the death proceeds?

87-670 Page 26
<PAGE>

What happens if one or all of the beneficiaries dies before the insured?

Can you change the beneficiary?

POLICY LOANS

Can you borrow money on your policy?

At your request, we will send you a loan agreement for your signature. The
policy will be the only security required for your loan.

What is the total amount available for policy loans?

The total amount available for loans under your policy is 90 percent of the
policy value (see page 10). Your policy value will be determined as of the date
we receive your written request for a loan at our home office.

What is the effect of a policy loan?

When you take a loan, we will reduce the actual cash value invested in the sub-
accounts of the separate account by the amount you borrow. This determination
is made as of the end of the valuation period during which your loan agreement
is received at our home office. This amount shall be transferred to the general
account. The amount of policy loan continues to be part of the policy in the
general account.

The policy value of your policy may decrease between premium due dates. If your
policy has a policy loan and no actual cash value, the policy will lapse.

87-670 Page 27
<PAGE>

How does a policy loan reduce the actual cash value?

What rate of interest do you have to pay?

When is policy loan interest due and payable?

Policy loan interest is due on the date of the death of the insured, on a policy
adjustment, surrender, lapse, a policy loan transaction and on each policy
anniversary.

How and when can you repay your loan?

How are loan repayments allocated?

What is the rate of interest credited to a policy as a result of a policy loan?

Interest credits shall be at a rate which is not less than your policy loan
interest rate minus 2 percent per annum.

When are interest credits on a policy loan allocated to your actual cash value?

87-670 Page 28
<PAGE>

How are interest credits allocated?

What happens if you do not repay your loan?

If your policy has indebtedness, your policy will remain in force so long as it
has actual cash value. If it does not, your policy will lapse.

Can you arrange for automatic premium loans to keep your policy in force?

Is there a minimum policy loan?

Yes. Any policy loan we pay in cash must be in amount of at least $100. A
policy loan may be in a lesser amount if it is used to pay a premium under the
automatic premium loan provisions.

ADDITIONAL INFORMATION

Can you assign your policy?

What if the insured's age is misstated?

87-670 Page 29
<PAGE>

When does your policy become incontestable?

Is there a suicide exclusion?

May the policy be converted?

VARIABLE ADJUSTABLE LIFE POLICY

Variable Benefits

Premiums as stated on the Policy Information Page

Face Amount and Premium may be adjusted by the owner

Participating

You are a member of the Minnesota Mutual Life Insurance Company. Our annual
meetings are held in our home office on the first Tuesday in March of each year
at three o'clock in the afternoon.

The Minnesota Mutual Life Insurance Company
400 North Robert Street, St. Paul, Minnesota
55101-2098

MINNESOTA MUTUAL

87-670 Page 30

<PAGE>

Exhibit 99.A5c

VARIABLE ADJUSTABLE LIFE POLICY

Variable Benefits

Premiums as stated on the Policy Information
Page

Face Amount and Premium may be adjusted by
the owner

Participating

THE ACTUAL CASH VALUE OF THIS POLICY WILL VARY FROM DAY TO DAY. IT MAY INCREASE
OR DECREASE DEPENDING UPON SEPARATE ACCOUNT INVESTMENT EXPERIENCE. THERE IS NO
GUARANTEED MINIMUM CASH VALUE.

READ YOUR POLICY CAREFULLY
THIS IS A LEGAL CONTRACT
We promise to pay to the beneficiary, subject to the provisions of this
policy, the death proceeds when we receive proof satisfactory to us of the
insured's death.
This policy, including any adjustment of it, is issued in consideration of the
application for this policy and the payment of the premiums.

90-670
<PAGE>

/s/ Richard A. Engan /s/ Robert J. Hasling
President Secretary Registrar

The Minnesota Mutual Life Insurance Company
400 North Robert Street, Saint Paul, Minnesota 55101-2098

MINNESOTA MUTUAL LIFE
<TABLE>
<CAPTION>

INDEX
<S> <C>

Additional Information.......................................................18

Assignment...................................................................18

Beneficiary..................................................................16

Death Benefit.................................................................6

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

Dividends....................................................................14

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

Grace Period..................................................................8

Incontestability.............................................................18

Lapse (Premiums)..............................................................8

Nonrepeating Premium..........................................................8

Ownership.....................................................................4

Payment of Proceeds..........................................................15

Policy Adjustments...........................................................13

</TABLE>
90-670 Page 2
<PAGE>

<S> <C>
Policy Charges............. 4

Policy Loans............... 16

Premiums................... 7

Reinstatement (Premiums)... 8

Separate Account........... 8

Settlement Options......... 15

Suicide Exclusion.......... 18

Surrender.................. 11

Values..................... 10
</TABLE>
YOUR POLICY INFORMATION
<TABLE>
<CAPTION>

PREMIUM CLASS: STANDARD INSURED: DEAN NELSON
<S> <C> <C> <C>

TOTAL PREMIUMS: AGE & SEX: 35-MALE

ANNUAL - $1,819.94 FACE AMOUNT:

SEMI-ANNUAL - $ 909.97 $100,000 TO AGE 100

QUARTERLY - $ 454.99 POLICY NUMBER: 1-861-125V

ORIGINAL POLICY DATE: MAR 1 1990
</TABLE>
DEATH BENEFIT OPTION ON POLICY DATE- CASH

VARIABLE ADJUSTABLE LIFE POLICY
PROCEEDS PAYABLE AT DEATH OR SURRENDER
FACE AMOUNT AND PREMIUM MAY BE ADJUSTED BY THE OWNER
PARTICIPATING

90-670 Page 3
<PAGE>

PREMIUMS ANNUAL
TYPE OF COVERAGE AMOUNT PAYABLE PREMIUM
- -------------------------------- -------- ------------ ---------
<S> <C> <C> <C>

BASIC POLICY THROUGH
WHOLE LIFE INSURANCE $100,000 FEB 29 2020 $1,750.94

ADDITIONAL AGREEMENTS- THROUGH
WAIVER OF PREMIUM AGREEMENT FEB 28 2015 $ 69.00

AUTOMATIC COST OF LIVING
INCREASE AGREEMENT
THE COST IS INCLUDED IN THE
BASIC POLICY PREMIUM.
THIS AGREEMENT TERMINATES ON
FEB 20 2011.
MAXIMUM AMOUNT OF EACH
COST OF LIVING INCREASE- $ 50,000
</TABLE>
CONTINUED ON PAGE 1B

INSURED: DEAN NELSON POLICY NUMBER 1-861-125V

ADDITIONAL AGREEMENTS - CONTINUED FROM PAGE 1A
PREMIUMS ANNUAL
TYPE OF COVERAGE AMOUNT PAYABLE PREMIUM
------ -------- -------

TOTAL ANNUAL PREMIUM ON POLICY DATE............... ..................$1,819.94

THE ANNUAL ADMINISTRATIVE CHARGE ON THIS POLICY IS $60 PRORATED OVER THE YEAR ON
A MONTHLY BASIS.

THERE WILL BE NO CHARGE FOR SURRENDERING YOUR POLICY.

90-670 Page 4
<PAGE>

YOUR POLICY INFORMATION

TABLE OF POLICY VALUES - VARIABLE ADJUSTABLE LIFE- POLICY NUMBER
1-861-125V
THESE VALUES DO NOT INCLUDE DIVIDENDS AND ARE SUBJECT
TO THE POLICY VALUES SECTION IN THIS POLICY.
<TABLE>
<CAPTION>

EXTENDED
POLICY TABULAR TERM
ANNIVERSARY CASH INSURANCE
MAR 01 VALUE* YEARS DAYS
<S> <C> <C> <C>
1991 462 2 39
1992 1,818 7 15
1993 3,217 10 259
1994 4,658 13 212
1995 6,141 15 292
1996 7,666 17 196
1997 9,232 19 345
1998 10,342 20 40
1999 12,496 21 13
2000 14,194 21 264
2001 15,938 22 141
2002 17,729 22 324
2003 19,568 23 110
2004 21,458 23 229
2005 23.399 23 321
2006 25,393 24 23
2007 27,437 24 72
2008 29,532 24 108
2009 31,676 24 137
2010 33,570 24 163
AGE 60 45,665 25 16
AGE 62 50,842 25 291
AGE 65 59,190 ** PAID UP
AGE 70 65,968 **
</TABLE>
ANNUAL POLICY LOAN INTEREST RATE: 8% PAYABLE IN ARREARS
ANNUAL POLICY REINSTATEMENT INTEREST RATE: 8%
*THE TABULAR CASH VALUE MAY BE MORE OR LESS THAN THE SURRENDER PROCEEDS.

**VALUES ARE SUFFICIENT ON 02-29-2020 TO PURCHASE A PAID UP POLICY WITH
A FACE AMOUNT $100,108

90-670 Page 5
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
INSURED AGE FACE AMOUNT

DEAN NELSON 35 $100,000 TO AGE 100
</TABLE>
NOTICE

THIS CONTRACT HAS AN ANNUAL ADMINISTRATIVE CHARGE AND CHARGES WHICH ARE
ASSESSED AGAINST PREMIUMS, BASE PREMIUMS, NONREPEATING PREMIUMS, YOUR ACTUAL
CASH VALUE AND THE SEPARATE ACCOUNT ASSETS.

A COMPLETE DESCRIPTION OF THESE CONTRACT CHARGES AND THEIR APPLICATION CAN
BE FOUND UNDER THE "POLICY CHARGES" SECTIONS OF THE POLICY.

SUMMARY OF POLICY FEATURES

Variability

The net premiums paid for this policy are placed in the separate account; actual
cash values will reflect investment experience. Actual cash values are not
guaranteed and may be more or less than the tabular cash values shown on page 1.
The face amount of this policy is guaranteed as a death benefit for the life of
the insured; investment experience may, depending on the death benefit option
selected, increase the amount of the death benefit. The policy may provide for a
scheduled reduction in face amount at a specified attained age of the insured.

Adjustability (See page 13)

The face amount and annual premium of your policy are shown on page 1. Subject
to the limitations described in this policy, you may at any time adjust:

the face amount, except for increases requiring evidence of insurability
after the insured's age 80.

the premium to any amount from zero to an amount sufficient to provide a
policy which will become paid-up after the payment of fifteen annual
premiums.

Actual Cash Value

Your policy has an actual cash value which is available to you during the
insured's lifetime. You may use the actual cash value:
to provide retirement income (see page 15).

as collateral for a loan or as a policy loan (see page 16).

to continue some insurance protection if you cannot or do not wish to
continue paying premiums (see page 7).

90-670 Page 6
<PAGE>

to obtain cash by surrendering your policy, in full or in part (see page 11).

DEATH PROCEEDS
The amount payable to the beneficiary on the death of the insured is the total
of the following amounts:

The death benefit, which is the greater of the face amount of this policy (see
page 1), or the death benefit provided by the variable features of this policy
(see page 6).

PLUS Any additional insurance on the insured's life provided by an
additional benefit agreement (see page 1).

PLUS Under the Cash Option death benefit, any premium paid beyond the end
of the policy month in which the insured died (see page 6).

MINUS Any unpaid policy charges which we assess against actual cash value
(see page 5).

MINUS Any policy loan (see page 16).

SURRENDER PROCEEDS The amount payable to the owner on the surrender of the
policy is the surrender value which is:

The actual cash value of the policy.

MINUS Any unpaid policy charges which we assess against actual cash value
(see page 5).

ADDITIONAL BENEFITS
The additional benefits, if any, listed on page 1 are described more fully in
the additional benefit agreements.

DEFINITIONS

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

THE INSURED
The person whose life is insured under this policy as shown on page 1.

YOU, YOUR
The owner of this policy as shown in the application, unless changed as
provided in this policy. The owner may be someone other than the insured.

WE, OUR, US
The Minnesota Mutual Life Insurance Company.

90-670 Page 7
<PAGE>

POLICY DATE
The effective date of coverage under this policy and the date from which
policy anniversaries, policy years, policy months and premium due dates are
determined.

POLICY ANNIVERSARY
The same day and month as your policy date for each succeeding year your
policy remains in force. A monthly policy anniversary is the same day as your
policy date for each succeeding month your policy remains in force.

WRITTEN REQUEST
A request in writing signed by you. We also may require that your policy be
sent in with your written request.

PREMIUM
A scheduled payment required for this policy. The premium amounts are shown on
page 1.

NONREPEATING PREMIUM
A payment made to this policy in addition to its scheduled payments.

BASE PREMIUM
The premium less any amount charged for additional benefits (see page 4).

NET PREMIUM
The base premium or nonrepeating premium less policy charges assessed against
the premium. The net premium is the amount or amounts which are allocated to
the guaranteed principal account or separate account.

PROCEEDS
The amount we will pay under the terms of this policy when your policy is
surrendered or when the insured dies.

FACE AMOUNT
The minimum amount of insurance provided on the death of the insured, subject
to the conditions of this policy. The face amount is shown on page 1. Under
some schedules of premium and premium paying periods the face amount of
insurance may be scheduled to decrease at some specified age of the insured.
In those circumstances, that age and face amount are also shown on page 1.

CURRENT FACE AMOUNT
The face amount of this policy at any time when the policy is valued.

SEPARATE ACCOUNT
The separate investment account titled "Minnesota Mutual Variable Life
Account". We established this separate account for this class of policies
under Minnesota law. The separate

90-670 Page 8
<PAGE>

account is composed of several sub-accounts. We own the assets of the separate
account. However, those assets not in excess of separate account liabilities
are not subject to claims arising out of any other business in which we
engage.

GUARANTEED PRINCIPAL ACCOUNT
The portion of the general account of Minnesota Mutual which is attributable
to this policy and policies of this class, exclusive of policy loans. The
description is for accounting purposes only. It does not represent a separate
account. It does not represent any division of the general account for the
specific benefit of policies of this class.

FUND
The mutual fund or separate investment portfolio within a series mutual fund
which we designate as an eligible investment for the separate account and its
sub-accounts.

GENERAL ACCOUNT
All assets of The Minnesota Mutual Life Insurance Company other than those in
the separate account or in other separate accounts established by us.

LOAN ACCOUNT
The portion of the general account of Minnesota Mutual which is attributable
to policy loans under this policy and policies of this class. The loan account
balance is the sum of all outstanding loans under this policy.

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.

UNIT
A measure of your interest in a sub-account of the separate account.

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

ACTUAL CASH VALUE
The sum of the values under this policy in the separate account and the
guaranteed principal account. The interest in each is valued separately. They
are identified as the separate account actual cash value and the guaranteed
principal account actual cash value, respectively. Actual cash value does not
include the loan account

The separate account actual cash value is composed of your interest in one or
more sub-accounts of the separate account. For each sub-account, the value is
determined by

90-670 Page 9
<PAGE>

multiplying the current number of sub-account units credited to this policy by
the current sub-account unit value. The total of these values will be the
separate account actual cash value.

TABULAR CASH VALUE
The amount which would be equal to the actual cash value of this policy at any
time if: all scheduled premiums are paid when due; there in no policy
adjustment; there are no policy loans; any percentage increase in the actual
cash value matches the policy's assumed rate of return; the net investment
experience for each sub-account and/or the interest credited to the guaranteed
principal account matches the policy's assumed rate of return; we deduct
maximum cost of insurance charges and deduct all other charges as set forth
in this policy.

POLICY VALUE
The actual cash value of this policy, plus any policy loan.

LAPSE
The insured's life is no longer insured except as may be provided in the
Values section of this policy.

TERMINATE
The insured's life is no longer insured under any of the terms of the policy.

INTEREST CREDITS
The amount of credit we add to the actual cash value of your policy as the
result of a policy loan.

AGE
The insured's age at nearest birthday.

GENERAL INFORMATION

WHAT IS YOUR AGREEMENT WITH US?
Your policy, or any adjustment of it, contains the entire contract between you
and us. This includes the initial application and all subsequent applications
to adjust your policy. Any statements made either by you or by the insured, in
the initial application or in any application for adjustment will, in the
absence of fraud, be considered representations and not warranties. Also, any
statement made either by you or by the insured will not be used to void your
policy nor defend against a claim under your policy unless the statement is
contained in the initial application or in any application for adjustment of
this policy.

90-670 Page 10
<PAGE>

HOW DO YOU EXERCISE YOUR RIGHTS UNDER THE POLICY?

You can exercise all the rights under this policy during the insured's lifetime
by making a written request to us. This includes the right to change the
ownership. If your policy is assigned, we will also require the written consent
of the assignee. If you have designated an irrevocable beneficiary, the written
consent of that beneficiary will also be required.

POLICY CHARGES

WHAT TYPES OF CHARGES ARE THERE UNDER THIS POLICY?

Charges under this policy are those which we assess against your premiums, base
premiums, nonrepeating premiums, your actual cash value and the separate account
assets.

WHAT CHARGES ARE ASSESSED AGAINST PREMIUMS?

Against premiums we assess charges for additional benefits. The charges for
additional benefits compensate us for additional benefits which you may choose
to make a part of this policy.

WHAT CHARGES ARE ASSESSED AGAINST BASE PREMIUMS?

Against base premiums we assess: (1) the basic and first year sales load; (2)
the underwriting charge; (3) the premium tax charge; and (4) the face amount
guarantee charge.

If any adjustment involving an increase in base premium occurs, a first
year sales load will be assessed on that increase in premium.

Page 11
<PAGE>

collected during the twelve month period following the adjustment
together with the sales load applicable to the adjustment.

All of the sales load charges are designed to average not more than 9 percent
of the base premiums, less any charge for sub-standard risks, over the lesser
of:

(a) the life expectancy of the insured at policy issue or adjustment; or
(b) 15 years from policy issue or adjustment.

(2) The underwriting charge is for our underwriting costs, which include
medical exams, classifying risks and determining insurable interests. The
charge shall not exceed $5 per $1,000 of face amount of insurance at
issue. We can increase this charge in the future. This charge will be
deducted ratably from your payments of the first year base premium. Our
then current underwriting charge will also apply to increases in face
amount which require new evidence of insurability. In the event of a
policy adjustment which results in a face amount increase and premium,
you must then remit the then current underwriting charge to us prior to
the effective date of the adjustment or we will assess the charge against
your actual cash value as a transaction charge on adjustment.

(4) The face amount guarantee charge is for providing the minimum death
benefit under the policy. The charge is 1.5 percent of each base premium.
It is guaranteed not to increase.

WHAT CHARGES ARE ASSESSED AGAINST NONREPEATING PREMIUMS?

WHAT CHARGES ARE ASSESSED AGAINST YOUR ACTUAL CASH VALUE?

Against your actual cash value, we assess: (1) the administration charge; (2)
transaction charges; (3) the cost of insurance charge; and (4) the charge for
sub-standard risks, if any.

Page 12
<PAGE>

(2) The transaction charges are for expenses associated with processing
transactions. We make a charge of $25 for each policy adjustment. We may
also make a charge, not to exceed $10, for each transfer of actual cash
value among guaranteed principal account and the sub-accounts of the
separate account.

When are charges assessed against your actual cash value?

Administration, cost of insurance and sub-standard risk charges are assessed
against your actual cash value. This is done monthly on the monthly policy
anniversary. In addition, such charges are assessed on the occurrence of the
death of the insured, policy surrender, lapse or a policy adjustment.

Transaction charges are assessed at the time of a policy adjustment or when a
transfer is made. In the case of a transfer, the charge is assessed against the
amount transferred.

Charges will be assessed against your actual cash value. They will be assessed
against your guaranteed principal account actual cash value and separate account
actual cash value in the same proportion that those values bear to each other
and, as to the actual cash value in the separate account, from each sub-account
in the proportion that the actual cash value in such sub-account bears to your
actual cash value in all of the sub-accounts.

What charges are assessed against separate account assets?

We assess a mortality and expense risk charge against separate account assets.
We also reserve the right to charge or make provisions for income taxes payable
by us based on separate account assets.

What is the mortality and expense risk charge?

90-670 Page 13
<PAGE>

DEATH BENEFIT

What proceeds are payable at the insured's death?

The amount payable at the insured's death shall be the death benefit provided by
this policy:

plus any additional insurance on the insured's life provided by an
additional benefit agreement;

plus under the Cash Option, any premium paid beyond the end of the policy
month in which the insured died;

minus any unpaid policy charges; and

minus any policy loan.

What is the death benefit?

The death benefit is one of the two death benefit options:

(1) the Cash Option; or
(2) the Protection Option.

What is the Cash Option?

What is the Protection Option?

Under the Protection Option, the death benefit will vary with the investment
results of the sub-accounts of the separate account you have elected. If at the
date of the insured's death:

(1) the tabular cash value is greater than the policy value, the death benefit
shall be an amount which is equal to the then current face amount; or

90-670 Page 14
<PAGE>

When is the death benefit determined?

The death benefit is determined on each monthly policy anniversary and as of the
date of the insured's death. The death benefit amount as of any other date is
available from us on written request.

What policy assumptions are used to determine the death benefit?

There are two assumptions: an interest rate assumption of 4 percent per year
and an assumption of mortality based upon the 1980 Commissioners Standard
Ordinary Mortality Tables.

How is the death benefit option elected?

You elect a death benefit option on your policy application.

If you fail to make an election, the Cash Option will be in effect.

May the death benefit option be changed?

Yes. You may apply to have the death benefit option changed while this policy
is in force by filing a written request with us at our home office. We may
require evidence satisfactory to us of the insured's insurability before we
allow the change. The change will take effect when we approve and record it in
our home office.

What happens when the policy becomes paid-up?

How will you know when the policy is paid-up?

We will send you a notice when the policy is paid-up.

Will a paid-up policy have a new face amount?

Yes. A new face amount will be determined when it becomes paid-up. The new
face amount will not be less than the face amount of the policy when it became
paid-up.

Will policy charges continue to apply to a paid-up policy?

Yes.

PREMIUMS

90-670 Page 15
<PAGE>

When and where do you pay your premiums?

If you would life a receipt for a premium payment, we will give you one upon
request.

How often do you pay premiums?

You may pay your premiums once a year, twice a year, or four times a year.
These premiums are shown on page 1 as the annual, semi-annual and quarterly
premiums.

If you decide to pay premiums once a year, your annual premium will be due on
the policy anniversary.

Are there other methods of paying premiums?

Can you stop paying premiums?

Yes. You may adjust the policy to stop paying premiums. A stop premium
adjustment is one where, after the adjustment, no further premium is required.
You may request a stop premium adjustment at any time your policy has sufficient
actual cash value at the date of the request to keep the policy in force until
your next policy anniversary. The policy will be adjusted on the basis of no
additional scheduled premium and, unless instructed otherwise, the face amount
in effect at the time of the adjustment. On a stop premium policy, any scheduled
decrease in face amount shall be to zero and the policy will lapse at that time.

Can you pay a nonrepeating premium?

90-670 Page 16
<PAGE>

Can you pay a premium after the date it is due?

This 31-day grace period does not apply to the first premium payment. The first
premium must be paid on or before the date your policy is delivered.

What happens if a premium is not paid before the end of the grace period?

Can you reinstate your policy after it has lapsed?

(1) your written request to reinstate this policy;

Is there a premium refund at the insured's death?

SEPARATE ACCOUNT

How was the separate account established?

We established the separate account under Minnesota law. It is registered as a
unit investment trust under the 1940 Act.

What is the purpose of the separate account?

Net premiums allocated to the separate account support the operation of this
policy (except extended term coverage, policy loans and settlement options) and
others of its class. Assets may

90-670 Page 17
<PAGE>

also be allocated for other purposes, but not for the operation or support of
policies other than variable adjustable life.

What separate account options are available?

The separate account is divided into sub-accounts. Currently, it has the
following sub-accounts:

Common Stock
Bond
Money Market
Managed
Mortgage Securities
Index
Aggressive Growth

What are the investments of the separate account?

For each sub-account, there is a fund for the investment of that sub-account's
assets. The assets of the sub-accounts are invested in the funds at net asset
value. If investment in a fund should no longer be possible or if we determine
it becomes inappropriate for policies of this class, we may substitute another
fund. Substitution may be with respect to both existing policy values and
future premiums. The investment policy of the separate account may not be
changed, however, without the approval of the regulatory authorities of the
state of Minnesota. If required, that approval process will be on file with the
regulatory authorities of the state in which this policy is delivered.

What changes may we make to the separate account?

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

(1) de-register the separate account under the 1940 Act;

(2) restrict or eliminate any voting right of policy owners or other persons
who have voting rights as to the separate account; and

(3) combine the separate account with one or more other separate accounts.

90-670 Page 18
<PAGE>

How are net premiums allocated?

They are allocated either to the guaranteed principal account or to the separate
account and its sub-accounts. Initially, you indicate your allocation in the
application. You may change your allocation for future premiums. You may do
this by giving us a written request. A change will not take effect until it is
recorded by us in our home office.

Allocations must be expressed in whole percentages. The allocation to any
alternative must be at least 10 percent of the net premium. We reserve the
right to restrict the allocation of premium. If we do so, no more than 50
percent of the net premium may be allocated to the guaranteed principal account.

We reserve the right to delay the allocation of net premiums to named sub-
accounts. Such a delay will be for a period of 30 days after issuance of a
policy or a policy adjustment. If we exercise this right, net premiums will be
allocated to the money market sub-account until the end of that period.

What is a transfer?

A transfer is a reallocation of the actual cash value between the guaranteed
principal account and the separate account or among the sub-accounts of the
separate account.

May you make transfers of amounts under the policy?

Yes. Transfers may be made by your written request. For transfers out of the
separate account or among the sub-accounts of the separate account we will make
the transfer on the basis of sub-account unit values as of the end of the
valuation period during which your written request is received at our home
office. For transfers out of the guaranteed principal account, the transfer
will be made on the basis of your guaranteed principal account actual cash value
at the time of transfer.

Are there limitations on transfers?

Yes. The amount of actual cash value to be transferred to or from a sub-account
of the separate account or the guaranteed principal account must be at least
$250. If the balance is less than $250, the entire actual cash value
attributable to that sub-account or the guaranteed principal account must be
transferred. If a transfer would reduce the actual cash value in the sub-
account from which the transfer is to be made to less than $250 we reserve the
right to include that remaining sub-account actual cash value in the amount
transferred.

The maximum amount of actual cash value to be transferred out of the guaranteed
principal account to the sub-accounts of the separate account may be limited to
20 percent of the guaranteed principal account balance. Transfers to or from
the guaranteed principal account may be limited to one such transfer per policy
year.

Transfers from the guaranteed principal account must be made by a written
request. It must be received by us or postmarked in the 30-day period before or
after the last day of the policy year.

90-670 Page 19
<PAGE>

Written requests for transfers which meet these conditions will be effective
after we approve and record them at our home office.

How are units determined?

How are units increased or decreased?

How is a unit valued?

The unit value will increase or decrease on each valuation date. The assets of
the separate account shall be valued at least as often as any policy benefits
vary but not less often than once a month. The amount of any increase or
decrease will depend on the net investment experience of the sub-accounts of the
separate account. The value of a 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 is a measure of the net investment experience of a
sub-account.

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 valuation 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.

90-670 Page 20
<PAGE>

VALUES

Does this policy have cash values?

Yes. This policy has two types of cash values. They are the actual cash value
and the tabular cash value.

How is your actual cash value determined?

It is determined separately for your guaranteed principal account actual cash
value and for your separate account actual cash value. The separate account
actual cash value will include all sub-accounts of the separate account.

The guaranteed principal account actual cash value is the sum of all net premium
payments allocated to the guaranteed principal account. This amount will be
increased by any interest, dividends, loan repayments, policy loan interest
credits and transfers into the guaranteed principal account. This amount will
be reduced by any policy loans, unpaid policy loan interest, partial surrenders,
transfers into the sub-accounts of the separate account and charges assessed
against your guaranteed principal account actual cash value.

The separate account actual cash value is the sum of units of each sub-account
multiplied by the accumulation unit value for that sub-account. The number of
units will be increased by any dividends, loan repayments, policy loan interest
credits and transfers into a sub-account of the separate account. The number of
units will be reduced by any policy loans, unpaid policy loan interest, partial
surrenders, transfers into the guaranteed principal account, and charges
assessed against your separate account actual cash value.

Is the actual cash value guaranteed?

No. Your separate account actual cash value is not guaranteed.

Your guaranteed principal account actual cash value is guaranteed by us. It
cannot be reduced by any investment experience of the general account.

What is the tabular cash value of your policy?

A table of tabular cash values is shown on page 1. At your request, we will
tell you what the tabular cash values are for any date not shown.

How is the tabular cash value determined?

We have filed the method used to calculate these values with the insurance
department in the state in which your policy is delivered. The method we use
provides tabular cash values at least

90-670 Page 21
<PAGE>

as great as those provided by the Commissioners Reserve Valuation Method. These
tabular cash values and reserves will be greater than, or equal to, the values
required by law. The tabular cash values are calculated on the assumption that
there is no indebtedness on your policy and that deaths occur at the end of the
year. Also, the calculation of the tabular cash values will be made with an
allowance for the passage of time and the payment of those premiums paid beyond
the last policy anniversary. All tabular values represent the values at the end
of the policy year.

Is interest credited on the guaranteed principal account actual cash value?

Yes. Interest is credited on the guaranteed principal account actual cash value
of this policy. Interest is credited daily at a rate of not less than 4 percent
per year, compounded annually. We guarantee this minimum rate for the life of
the policy without regard to the actual experience of the general account.

May additional interest be credited on the guaranteed principal account?

Yes. As conditions permit, we will credit additional amounts of interest to the
guaranteed principal account actual cash value.

May the policy be surrendered?

Yes. You may request the surrender of the policy at any time while the insured
is living.

What is the surrender value of your policy?

The surrender value is the actual cash value, minus unpaid policy charges which
are assessed against actual cash value.

The determination of the surrender value is made as of the end of the valuation
period during which we receive your surrender request at our home office.

How do you surrender your policy?

Send your policy and a written request for surrender to us at our home office.

Instead of payment in a single sum, you may request that your surrender value be
used to provide extended term insurance on the life of the insured.

Is a partial surrender permitted?

Yes. You may make a partial surrender of your actual cash value. The amount of
a partial surrender must be $500 or more and it cannot exceed the amount
available as a policy loan. This is a policy adjustment as described on page
13. A partial surrender will cause a decrease in the face amount equal to the
amount surrendered.

90-670 Page 22
<PAGE>

May you direct us as to how partial surrenders will be taken from actual cash
value?
Yes. You may tell us the sub-accounts from which a partial surrender is to be
taken or whether it is to be taken in whole or in part from the guaranteed
principal account. If you do not, partial surrenders will be deducted from your
guaranteed principal account actual cash value and separate account actual cash
value in the same proportion that those values bear to each other and, as to the
actual cash value in the separate account, from each sub-account in the
proportion that the actual cash value in such sub-account bears to your actual
cash value in all of the sub-accounts.

What happens if the premium due on your policy is not paid?

May automatic premium loans be used to keep the policy in force?
Yes. Please see the section on policy loans (see page 16).

What is extended term insurance?
After your policy lapses, the surrender value of your policy as of the end of
the grace period is applied as a net single premium to buy extended term
insurance for as long a period as the premium will purchase. This extended term
coverage has fixed benefits. Extended term benefits are not provided by the
separate account and they will not vary during the extended term insurance
period. The amount of this insurance will be equal to the face amount of your
policy, less the amount of any policy loan at the date of lapse. At the end of
the extended term period all insurance under this policy will terminate and this
policy will have no further value.

90-670 Page 23
<PAGE>

POLICY ADJUSTMENTS

What types of adjustments can be made to this policy?
Except while the policy is on extended term, you may ask us to make any of the
four following policy adjustments:

(1) increase or decrease the current face amount;
(2) increase or decrease the premium;
(3) make a partial surrender;
(4) adjust the policy to a "stop premium."

You may request a policy adjustment by completing an application for adjustment.
Adjustments will not apply to any additional benefit agreements attached to your
policy.

An adjustment may not result in more than a paid-up whole life plan for the then
current face amount. After age 80, increases requiring evidence of insurability
will not be allowed.

Any adjustment for a change of premium must result in a change of the annual
premium of at least $100.

After adjustment, other than an adjustment to stop premium, the policy must
provide a level face amount of insurance to the next policy anniversary after
the greater of: (a) five years from the

90-670 Page 24
<PAGE>

When will an adjustment be effective?
Any adjustment you request will not become effective until after we approve and
record it at our home office.

What will be the effect of the policy adjustments?
The effects of policy adjustments are shown below.

90-670 Page 25
<PAGE>

IF YOU MAKE THIS KIND UNDER THIS CONDITION IT WILL DO THIS:
OF ADJUSTMENT,
<S> <C> <C>

Decrease the current face while the premium remains any scheduled decrease
amount... the same... in the current face
retain the current face while the premium increases... amount will take place
amount at an increased age of
the insured; a scheduled
decrease in the face amount
will be eliminated; or the
premium paying period
will be shortened.

Increase the current face with no increase in premium... any scheduled decrease
amount... in the current face amount will
Retain the current face while the premium take place at a decreased age of
amount... decreases... the insured; a scheduled
If you make a partial while the premium and decrease in the face amount
surrender... face amount remain the same... will occur; or the premium
paying period will be
lengthened.

Stop premium... while the face amount any scheduled decrease in the
remains the same... current face amount
will take place at a decreased
age of the insured or, a
schduled decrease in the face
amount will occur; and no
insurance will be provided
after the decrease.
</TABLE>

You may request a description of the effect of other types or combinations of
adjustments from us.

DIVIDENDS

What is a dividend?
Each year we determine if your policy will share in our divisible surplus. We
call this a dividend.

Will your policy receive dividends?
Generally, no. However, there may be times when we declare a dividend on your
policy.

How can your dividends be applied?
Dividends, if received, may be added to your actual cash value or, if you so
elect, they may be paid in cash.

90-670 Page 26
<PAGE>

May you tell us how to allocate dividends?

Yes. A dividend will be allocated to the guaranteed principal account or to the
sub-accounts of the separate account in accordance with your instructions for
new premiums. In the absence of instruction, dividends will be allocated to the
guaranteed principal account actual cash value and separate account actual cash
value in the same proportion that those actual cash values bear to each other
and, as to the actual cash value in the separate account, to each sub-account in
the proportion that the actual cash value in such sub-account bears to your
actual cash value in all of the sub-accounts.

PAYMENT OF PROCEEDS

When will the policy proceeds by payable?

The proceeds of this policy will be payable if the policy is surrendered while
it is in force or if we receive proof satisfactory to us of the insured's death.
These events must occur while the policy is in force. The proceeds will be paid
at our home office and in a single sum unless a settlement option has been
selected. We will deduct any indebtedness from the proceeds. Proof of any claim
under this policy must be submitted in writing to our home office.

We will pay interest on single sum death proceeds from the date of the insured's
death until the date of payment. Interest will be at an annual rate determined
by us, but never less than 4 percent.

Can proceeds be paid in other than a single sum?

The following settlement options are all payable in fixed amounts as are
described below. These payments do not vary with the investment performance of
the separate account.

Option 1 -- Interest Payments

Option 2 - Payments for a Specified Period

Page 27
<PAGE>

<TABLE>
<CAPTION>
Number of Years Monthly Payments

<S> <C>
5 $18.32
10 10.06
15 7.34
20 6.00
25 5.22
</TABLE>
Option 3 - Life Income

Monthly payments for the life of the person who is to receive the income. We
will require satisfactory proof of the person's age and sex. Payments can be
guaranteed for 5, 10, or 20 years. The amount of each monthly payment for
each $1,000 of proceeds applied under this option is shown in the following
table. The monthly payments for any ages not shown will be furnished upon
request.
<TABLE>
<CAPTION>

Life Income with Payments
Age Life Guaranteed for
of Insured Income 5 years 10 years 20 years
----------- ------ ------- -------- --------
<S> <C> <C> <C> <C>

50 $4.71 $4.71 $4.68 $4.57
55 5.13 5.12 5.07 4.86
60 5.69 5.66 5.57 5.18
65 6.47 6.41 6.21 5.50
70 7.56 7.42 7.00 5.76
</TABLE>

Option 4 - Payments of a Specified Amount
Monthly payments of a specified amount until the proceeds and interest are
fully paid.

If you request a settlement option, we will prepare an agreement for you to
sign, which will state the terms and conditions under which the payments will be
made.

Can a beneficiary request payment under a settlement option?

A beneficiary may select a settlement option only after the insured's death.
However, you may provide that the beneficiary will not be permitted to change
the settlement option you have selected.

Are the proceeds exempt from claims of creditors?

To the extent permitted by law, no payment of proceeds or interest we make will
be subject to the claims of any creditors.

Page 28
<PAGE>

to a trustee we name. The trustee will apply those payments for the maintenance
and support of the person you named to receive the payments.

What is the guaranteed interest rate on settlement options?

BENEFICIARY

To whom will we pay the death proceeds?

What happens if one or all of the beneficiaries dies before the insured?

If a beneficiary dies before the insured, that beneficiary's interest in the
policy ends with that beneficiary's death. Only those beneficiaries who survive
the insured will be eligible to share in the death proceeds. If no beneficiary
survives the insured we will pay the death proceeds of this policy to you, if
living, otherwise to your estate, or to your successor if you are a corporation
no longer in existence.

Can you change the beneficiary?

POLICY LOANS

Can you borrow money on your policy?

Yes. You may borrow up to the maximum loan amount. This amount is determined as
of the date we receive your request for a loan. We will require your written
request for a policy loan. We will charge interest on the loan in arrears.

At your request, we will send you a loan agreement for your signature. The
policy will be the only security required for your loan.

Page 29
<PAGE>

When the policy loan is to come from your guaranteed principal account actual
cash value, we have the right to postpone your loan for up to six months. We
cannot do so if the loan is to be used to pay premiums on any policies you have
with us.

What is the total amount available for policy loans?

What is the effect of a policy loan?

When you take a loan we will reduce the actual cash value of the policy. It will
be reduced by the amount you borrow. This determination will be made as of the
end of the valuation period during which your loan agreement is received at our
home office.

How does a policy loan reduce the actual cash value?

Unless you direct us otherwise, the policy loan will be taken from your
guaranteed principal account actual cash value and separate account actual cash
value in the same proportion that those values bear to each other and, as to the
actual cash value in the separate account, from each sub-account in the
proportion that the actual cash value in such sub-account bears to your actual
cash value in all of the sub-accounts.

Policy loans shall be transferred to the loan account. The loan account
continues to be a part of the policy in the general account.

The policy value of your policy may decrease between premium due dates. If your
policy has a policy loan and no actual cash value the policy will lapse.

What rate of interest do you have to pay?

The interest rate on indebtedness will not be more than the rate shown on page 1
of this policy. The interest rate on indebtedness will not be more than that
permitted in the state in which the policy is delivered. We may, however, charge
you interest at a lower rate, which we will determine, from year to year. If we
announce a lower policy loan interest rate, we may subsequently raise the
interest rate gain. The increase will apply to outstanding loans. However, we
will not increase the interest rate more than once a year and the annual
increase will not exceed 1 percent per year.

When is policy loan interest due and payable?

Policy loan interest is due on the date of the death of the insured, on a policy
adjustment, surrender, lapse, a policy loan transaction and on each policy
anniversary.

Page 30
<PAGE>

How and when can you repay your loan?

How are loan repayments allocated?

Loan repayments are allocated to the guaranteed principal account until all
loans from the guaranteed principal account have been repaid.

Thereafter, loan repayments are allocated to the guaranteed principal accounts
or the sub-accounts of the separate account as you direct.

In the absence of your instructions, loan repayments will be allocated to the
guaranteed principal account actual cash value and separate account actual cash
value in the same proportion that those values bear to each other and, as to the
actual cash value in the separate account, to each sub-account in the proportion
that the actual cash value in such sub-account bears to your actual cash value
in all of the sub-accounts.

Loan repayments reduce your loan account by the amount of the loan repayment:

What is the rate of interest credited to a policy as a result of a policy loan?

Interest credits shall be at a rate which is not less than your policy loan
interest rate minus 2 percent per annum.

When are interest credits on a policy loan allocated to your actual cash value?

How are policy loan interest credits allocated?

Policy loan interest credits are allocated to the guaranteed principal account
and separate account following your instructions to us. We will use your
instructions for the allocation of net premiums. In the absence of such
instructions, this amount will be allocated to the guaranteed principal account
actual cash value and separate account actual cash value in the same proportion
that those values bear to each other and, as to the actual cash value in the
separate account, to each sub-account in the proportion that the actual cash
value in such sub-account bears to your actual cash value in all of the sub-
accounts.

What happens if you do not repay your loan?

If your policy has indebtedness, your policy will remain in force so long as it
has actual cash value. If it does not, your policy will lapse.

Page 31
<PAGE>

In this event, to keep your policy in force, you will have to make a loan
repayment. We will give you notice of our intent to terminate the policy and the
loan repayment required to keep it in force. The time for repayment will be
within 31 days after our mailing of the notice.

Can you arrange for automatic premium loans to keep your policy in force?

Is there a minimum policy loan?

Yes. Any policy loan we pay in cash must be in an amount of at least $100. A
policy loan may be in a lesser amount if it is used to pay a premium under the
automatic premium loan provisions.

ADDITIONAL INFORMATION

Can you assign your policy?

What if the insured's age is misstated?

When does your policy become incontestable?

Is there a suicide exclusion?

Page 32
<PAGE>

dies by suicide within two years from the effective date of the increase, our
liability with respect to that increase will be limited to an amount equal to
the premiums paid for such increase.

May the policy be converted?

Yes. While this policy is in force and while the required premiums are fully
paid you may convert this policy. This right is in addition to your right to
make described policy adjustments. This policy, before the death of the insured,
may be converted to any adjustable life policy, with a fixed death benefit and
fixed cash values, which we may then offer. The converted policy shall have the
same face amount as is currently provided by this policy. The issue age and risk
class of the insured shall be as stated in this policy. The premium provided in
the converted policy may be different.

VARIABLE ADJUSTABLE LIFE POLICY

Variable Benefits

Premiums as stated on the Policy Information Page

Face Amount and Premium may be adjusted by the owner

Participating

You are a member of the Minnesota Mutual Life Insurance Company. Our annual
meetings are held in our home office on the first Tuesday in March of each year
at three o'clock in the afternoon.

The Minnesota Mutual Life Insurance Company
400 North Robert Street, St. Paul, Minnesota
55101-2098

MINNESOTA MUTUAL

Page 33

<PAGE>

Exhibit 99.A5d

VARIABLE ADJUSTABLE LIFE POLICY

Variable Benefits

Premiums as stated on the Policy Information
Page

Face Amount and Premium may be adjusted by
the owner

Participating

THE ACTUAL CASH VALUE OF THIS POLICY WILL VARY FROM DAY TO DAY. IT MAY INCREASE
OR DECREASE DEPENDING UPON SEPARATE ACCOUNT INVESTMENT EXPERIENCE. THERE IS NO
GUARANTEED MINIMUM CASH VALUE.

Notice of Your Right to Examine this Policy.

It is important to us that you are satisfied with this policy after it is
issued. If you are not satisfied with it, you may return the policy to us or
your agent by the later of; (a) 10 days after you receive it: (b) 45 days after
you signed the application; or (c) 10 days after we mail the notice of your
right of withdrawal. If you return the policy, you will receive a full refund of
any premiums you have paid within 7 days of the date we receive your notice of
cancellation. If you adjust your policy and the adjustment results in an
increased premium, you will again have a right to examine the policy. If you are
not then satisfied, you may return the policy within the times given above and
the requested adjustment will be cancelled. You will receive a refund of any
additional premium paid within 7 days of the date we receive your notice of
cancellation.

READ YOU POLICY CAREFULLY
THIS IS A LEGAL CONTRACT

We promise to pay to the beneficiary, subject to the provisions of this
policy, the death proceeds when we receive proof satisfactory to us of the
insured's death.

This policy, including any adjustment of it, is issued in consideration of
the application for this policy and the payment of the premiums.

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

95-670

<PAGE>

Signed for The Minnesota Mutual Life Insurance Company at St. Paul,
Minnesota, on the policy date.

/s/ Robert L. Senkler /s/ Dennis E. Prohofsky /s/ George W. Robinson
President Secretary Registrar

MINNESOTA MUTUAL
The Minnesota Mutual Life Insurance Company
400 Robert Street North, Saint Paul, Minnesota 55101-2098

MINNESOTA MUTUAL LIFE

INDEX

<TABLE>

<S> <C>
Additional Information..... 14

Assignment................. 14

Beneficiary................ 13

Death Benefit.............. 5

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

Dividends.................. 12

General Information........ 3

Grace Period............... 6

Incontestability........... 14

Lapse (Premiums)........... 6

Nonrepeating Premium....... 6

Ownership.................. 3

Payment of Proceeds........ 12

Policy Adjustments......... 10

Policy Charges............. 3
</TABLE>

95-670 Minnesota Mutual Page 2

<PAGE>

<TABLE>

<S> <C>
Policy Loans................ 13

Premiums.................... 6

Reinstatement (Premiums).... 7

Separate Account............ 7

Settlement Options.......... 12

Suicide Exclusion........... 15

Surrender................... 9

Values...................... 8

</TABLE>

YOUR POLICY INFORMATION

<S> <C> <C> <C>
PREMIUM CLASS: STANDARD INSURED: ELLIOT A. EXAMPLE
NONSMOKER

TOTAL PREMIUMS: AGE & SEX: 35-MALE

*CURRENT
ANNUAL - $697.89 FACE AMOUNT: $100,000

SEMI-ANNUAL - $355.92

QUARTERLY - $183.20 POLICY NUMBER: 1-000-001V

ORIGINAL POLICY DATE: MAY 15 1995
</TABLE>

DEATH BENEFIT OPTION ON POLICY DATE- CASH

VARIABLE ADJUSTABLE LIFE POLICY
PROCEEDS PAYABLE AT DEATH OR SURRENDER
FACE AMOUNT AND PREMIUM MAY BE ADJUSTED BY THE OWNER
PARTICIPATING

95-670 Minnesota Mutual Page 3

<PAGE>

<TABLE>
<CAPTION>
FACE PREMIUMS ANNUAL
TYPE OF COVERAGE AMOUNT PAYABLE PREMIUM
- -------------------------------------------------------------------
<S> <C> <C> <C>
BASIC POLICY THROUGH
WHOLE LIFE INSURANCE $100,000 MAY 14 2025 $629.89

WITH SCHEDULED CHANGE THROUGH
IN FACE AMOUNT $ 9,676 MAY 14 2060 $629.89
</TABLE>

* THE CURRENT FACE AMOUNT IS GUARANTEED TO AGE 65. IN ADDITION, A WHOLE LIFE
INSURANCE FACE AMOUNT OF $9,676 IS GUARANTEED THEREAFTER FOR LIFE.

CONTINUED ON PAGE 1B

INSURED: ELLIOT A EXAMPLE POLICY NUMBER 1-000-001V

ADDITIONAL AGREEMENTS - CONTINUED FROM PAGE 1A

<TABLE>
<CAPTION>
FACE PREMIUMS ANNUAL
TYPE OF COVERAGE AMOUNT PAYABLE PREMIUM
- -------------------------------------------------------------------
<S> <C> <C> <C>
WAIVER OF PREMIUM THROUGH
AGREEMENT MAY 14 2020 $43.00

POLICY ENHANCEMENT THROUGH $25.00
AGREEMENT PERCENTAGE-5% MAY 14 2016

MAXIMUM AMOUNT OF
EACH INCREASE $35,000
</TABLE>

TOTAL ANNUAL PREMIUM ON POLICY DATE------------------------$697.89

THE ANNUAL ADMINISTRATIVE CHARGE ON THIS POLICY IS $60 PRORATED OVER THE YEAR ON
A MONTHLY BASIS.

THERE WILL BE NO CHARGE FOR SURRENDERING YOUR POLICY.

95-670 Minnesota Mutual Page 4
<PAGE>

YOUR POLICY INFORMATION

TABLE OF POLICY VALUES - VARIABLE ADJUSTABLE LIFE- POLICY NUMBER
1-000-001V
THESE VALUES DO NOT INCLUDE DIVIDENDS AND ARE SUBJECT
TO THE POLICY VALUES SECTION IN THIS POLICY.
<TABLE>
<CAPTION>
EXTENDED
POLICY TABULAR TERM
ANNIVERSARY CASH INSURANCE
MAY 15 VALUE* YEARS DAYS
<S> <C> <C> <C>
1996 0 0 0
1997 344 1 323
1998 692 3 173
1999 1,042 4 284
2000 1,394 5 308
2001 1,745 6 252
2002 2,094 7 131
2003 2,439 7 318
2004 2,780 8 87
2005 3,114 8 172
2006 3,439 8 215
2007 3,751 8 220
2008 4,050 8 192
2009 4,331 8 136
2010 4,592 8 56
2011 4,829 7 320
2012 5,035 7 198
2013 5,201 7 61
2014 5,321 6 271
2015 5,384 6 103
AGE 60 4,485 3 172
AGE 62 3,303 2 58
AGE 65 58 0 10
AGE 70 1,685 0 184
</TABLE>

ANNUAL POLICY LOAN INTEREST RATE: 8% PAYABLE IN ARREARS
ANNUAL POLICY REINSTATEMENT INTEREST RATE: 6%
*THE TABULAR CASH VALUE MAY BE MORE OR LESS THAN THE SURRENDER PROCEEDS.

95-670 Minnesota Mutual Page 5

<PAGE>

INSURED AGE FACE AMOUNT

ELLIOT A EXAMPLE 35 $100,000 TO AGE 65
$9,676 THEREAFTER

NOTICE

THIS CONTRACT HAS AN ANNUAL ADMINISTRATIVE CHARGE AND CHARGES WHICH ARE
ASSESSED AGAINST PREMIUMS, BASE PREMIUMS, NONREPEATING PREMIUMS, YOUR ACTUAL
CASH VALUE AND THE SEPARATE ACCOUNT ASSETS. CHARGES ASSESSED AGAINST PREMIUM
INCLUDE, AMONG OTHERS, A BASIC AND FIRST YEAR SALES LOAD CHARGE. THE BASIC SALES
LOAD CHARGE, APPLIED TO BASE PREMIUMS, WILL NOT EXCEED 7 PERCENT. IN ADDITION, A
FIRST YEAR SALES LOAD MAY ALSO BE APPLIED. THE FIRST YEAR SALES LOAD WILL NOT
EXCEED 23 PERCENT.

A COMPLETE DESCRIPTION OF THESE CONTRACT CHARGES AND THEIR APPLICATION CAN
BE FOUND UNDER THE "POLICY CHARGES" SECTIONS OF THE POLICY.

SUMMARY OF POLICY FEATURES

Variability
The net premiums paid for this policy are placed in the separate account; actual
cash values will reflect investment experience. Actual cash values are not
guaranteed and may be more or less than the tabular cash values shown on page 1.
The face amount of this policy is guaranteed as a death benefit for the life of
the insured; investment experience may, depending on the death benefit option
selected, increase the amount of the death benefit. The policy may provide for a
scheduled reduction in face amount at a specified attained age of the insured.

Adjustability (See page 10)
The face amount and annual premium of your policy are shown on page 1. Subject
to the limitations described in this policy, you may at any time adjust:

the face amount, except for increases requiring evidence of insurability
after the insured's age 80.

the base premium to any amount from zero to an amount sufficient to provide
a policy which will become paid-up after the payment of ten annual
premiums.

Actual Cash Value
Your policy has an actual cash value which is available to you during the
insured's lifetime. You may use the actual cash value:
to provide retirement income (see page 12).

95-670 Minnesota Mutual Page 6

<PAGE>

as collateral for a loan or as a policy loan (see page 13).

to continue some insurance protection if you cannot or do not wish to
continue paying premiums (see page 9).

to obtain cash by surrendering your policy, in full or in part (see
page 9).

Death Proceeds
The amount payable to the beneficiary on the death of the insured is the total
of the following amounts:

The death benefit, which is the greater of the face amount of this policy
(see page 1), or the death benefit provided by the variable features of this
policy (see page 5).

PLUS Any additional insurance on the insured's life provided by an
additional benefit agreement (see page 1).

PLUS Under the Cash Option death benefit, any premium paid beyond the end
of the policy month in which the insured died (see page 5).

MINUS Any unpaid policy charges which we assess against actual cash value
(see page 4).

MINUS Any policy loan (see page 13).

Surrender Proceeds The amount payable to the owner on the surrender of the
policy is the surrender value which is:

The actual cash value of the policy.

MINUS Any unpaid policy charges which we assess against actual cash value
(see page 4).

Additional Benefits
The additional benefits, if any, listed on page 1 are described more fully in
the additional benefit agreements.

DEFINITIONS

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

the insured
The person whose life is insured under this policy as shown on page 1.

95-670 Minnesota Mutual Page 7

<PAGE>

you, your
The owner of this policy as shown in the application, unless changed as
provided in this policy. The owner may be someone other than the insured.

we, our, us
The Minnesota Mutual Life Insurance Company.

policy date
The effective date of coverage under this policy and the date from which
policy anniversaries, policy years, policy months and premium due dates
are determined.

policy anniversary
The same day and month as your policy date for each succeeding year your
policy remains in force. A monthly policy anniversary is the same day as
your policy date for each succeeding month your policy remains in force.

written request
A request in writing signed by you. We also may require that your policy be
sent in with your written request.

premium
A scheduled payment required for this policy. The premium amounts are shown
on page 1.

nonrepeating premium
A payment made to this policy in addition to its scheduled payments.

base premium
The premium less any amount charged for additional benefits and for
substandard risks.(see page 4).

net premium
The base premium or nonrepeating premium less policy charges assessed
against the premium. The net premium is the amount or amounts which are
allocated to the guaranteed principal account or separate account.

proceeds
The amount we will pay under the terms of this policy when your policy is
surrendered or when the insured dies.

face amount
The minimum amount of insurance provided on the death of the insured,
subject to the conditions of this premium and premium policy. The face
amount paying periods the is shown on page 1. face amount of Under some
schedules of insurance may be scheduled to

95-670 Minnesota Mutual Page 8

<PAGE>

decrease at some specified age of the insured. In those circumstances, that
age and face amount are also shown on page 1.

current face amount
The face amount of this policy at any time when the policy is valued.

separate account
The separate investment account titled "Minnesota Mutual Variable Life
Account." We established this separate account for this class of policies
under Minnesota law. The separate account is composed of several sub-
accounts. We own the assets of the separate account. However, those assets
not in excess of separate account liabilities are not subject to claims
arising out of any other business in which we engage.

guaranteed principal account
The portion of the general account of Minnesota Mutual which is
attributable to this policy and policies of this class, exclusive of policy
loans. The description is for accounting purposes only. It does not
represent a separate account. It does not represent any division of the
general account for the specific benefit of policies of this class.

fund
The mutual fund or separate investment portfolio within a series mutual
fund which we designate as an eligible investment for the separate account
and its sub-accounts.

general account
All assets of The Minnesota Mutual Life Insurance Company other than those
in the separate account or in other separate accounts established by us.

loan account
The portion of the general account of Minnesota Mutual which is
attributable to policy loans under this policy and policies of this class.
The loan account balance is the sum of all outstanding loans under this
policy.

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.

unit
A measure of your interest in a sub-account of the separate account.

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

95-670 Minnesota Mutual Page 9
<PAGE>

net single premium
The amount of money that is necessary, at the insured's attained age, to
pay for all future guaranteed cost of insurance charges for the entire
lifetime of the insured, of for the coverage period in the case of extended
term insurance, without the payment of additional premium. This
determination shall assume that the current face amount of the policy will
remain constant and that the policy will perform at its assumed rate of
return.

actual cash value
The sum of the values under this policy in the separate account and the
guaranteed principal account. The interest in each is valued separately.
They are identified as the separate account actual cash value and the
guaranteed principal account actual cash value, respectively. Actual cash
value does not include the loan account.

The separate account actual cash value is composed of your interest in one
or more sub-accounts of the separate account. For each sub-account, the
value is determined by multiplying the current number of sub-account units
credited to this policy by the current sub-account unit value. The total of
these values will be the separate account actual cash value.

tabular cash value
The amount which would be equal to the actual cash value of this policy at
any time if: all scheduled premiums are paid when due assuming that
premiums are paid annually; there is no policy adjustment; there are no
policy loans; any percentage increase in the actual cash value matches the
policy's assumed rate of return; the net investment experience for each
sub-account and/or the interest credited to the guaranteed principal
account matches the policy's assumed rate of return; we deduct maximum cost
of insurance charges, on the assumption that they are taken once at the end
of the policy year and we deduct all other charges as set forth in this
policy.

policy value
The actual cash value of this policy, plus any policy loan.

lapse
The insured's life is no longer insured except as may be provided in the
Values section of this policy.

terminate
The insured's life is no longer insured under any of the terms of the
policy.

interest credits
The amount of credit we add to the actual cash value of your policy as the
result of a policy loan.

95-670 Minnesota Mutual Page 10
<PAGE>

age
The insured's age at nearest birthday.

policy assumptions
The assumed rate of return is 4 percent and the assumed mortality rates are
equal to those in the 1980 CSO Tables.

1980 CSO Tables
The 1980 Commissioners Standard Ordinary Mortality Tables, sex-distinct, smoker
distinct, and age nearest birthday.

GENERAL INFORMATION

What is your agreement with us?
Your policy, or any adjustment of it, contains the entire contract between you
and us. This includes the initial application and all subsequent applications
to adjust your policy. Any statements made either by you or by the insured, in
the initial application or in any application for adjustment will, in the
absence of fraud, be considered representations and not warranties. Also, any
statement made either by you or by the insured will not be used to void your
policy nor defend against a claim under your policy unless the statement is
contained in the initial application or in any application for adjustment of
this policy.

POLICY CHARGES

95-670 Minnesota Mutual Page 11
<PAGE>

What charges are assessed against premiums?
Against premiums we assess charges for additional benefits and for substandard
risks. The charges for additional benefits compensate us for additional
benefits which you may choose to make a part of this policy. The charge for
substandard risks is for providing the death benefit for policies whose
mortality risks exceed the standard.

(1) The sales load is for distribution expenses for this class of policies.
The basic sales load charge described herein applies to base premiums.
The basic sales load will not exceed 7 percent.

In addition to the basic sales load, a first year sales load may also be
applied. The first year sales load applies to base premiums scheduled to
be paid in the twelve month period following the policy date and the date
of any policy adjustment. The first year sales load will not exceed 23
percent.

If any adjustment involving an increase in base premium occurs, a first
year sales load will be assessed on that increase in premium.

All of the sales load charges are designed to average not more than 9 percent of
the base premiums over the lesser of:

(a) the life expectancy of the insured at policy issue or adjustment; or
(b) 15 years from policy issue or adjustment.
(c) the premium paying period shown on page 1.

95-670 Minnesota Mutual Page 12
<PAGE>

Our then current underwriting charge will also apply to increases in face
amount which require new evidence of insurability. In the event of a
policy adjustment which results in a face amount increase and no premium,
you must then remit the then current underwriting charge to us prior to
the effective date of the adjustment or we will assess the charge against
your actual cash value as a transaction charge on adjustment.

(4) The face amount guarantee charge is for providing the minimum death
benefit under the policy. The charge is 1.5 percent of each base premium.
It is guaranteed not to increase.

What charges are assessed against nonrepeating premiums?
Against nonrepeating premiums we assess: (1) a basic sales load; and (2) the
premium tax charge.
(1) The basic sales load is for distribution expenses for this class of
policies. The basic sales load will not exceed 7 percent of each
nonrepeating premium.

What charges are assessed against your actual cash value?
Against your actual cash value, we assess: (1) the administration charge; (2)
transaction charges; and (3) the cost of insurance charge.

(2) The transaction charges are for expenses associated with processing
transactions. We make a charge of $25 for each policy adjustment. We may
also make a charge, not to exceed $25, for each transfer of actual cash
value among the guaranteed principal account and the sub-accounts of the
separate account.

(3) The cost of insurance charge is for providing the death benefit under this
policy. The charge is calculated by multiplying the net amount at risk
under your policy by a rate which varies with the insured's age, sex and
risk class. The rate is guaranteed not to exceed rates determined on the
basis of the 1980 CSO Tables. The net amount at risk is the death benefit
under your policy less your policy value.

95-670 Minnesota Mutual Page 13
<PAGE>

When are charges assessed against your actual cash value?
Administration and cost of insurance charges are assessed against your actual
cash value. This is done monthly on the monthly policy anniversary. In addition,
such charges are assessed on the occurrence of the death of the insured, policy
surrender, lapse or a policy adjustment.

Transaction charges are assessed at the time of a policy adjustment or when a
transfer is made. In the case of a transfer, the charge is assessed against the
amount transferred.

What charges are assessed against separate account assets?
We assess a mortality and expense risk charge against separate account assets.
We also reserve the right to charge or make provisions for income taxes payable
by us based on separate account assets.

What is the mortality and expense risk charge?
This charge is for assuming the risks that the cost of insurance charge will be
insufficient to cover actual mortality experience and that the other charges
will not cover our expenses in connection with the policy. The mortality and
expense risk charge is deducted from separate account assets on each valuation
date at an annual rate of .50 percent of separate account assets.

DEATH BENEFIT

What proceeds are payable at the insured's death?
The amount payable at the insured's death shall be the death benefit provided by
this policy:
plus any additional insurance on the insured's life provided by an additional
benefit agreement;

plus under the Cash Option, any premium paid beyond the end of the policy
month in which the insured died;

minus any unpaid policy charges; and

minus any policy loan.

What are the death benefit options?
The death benefit options are:

(1) the Cash Option; or
(2) the Protection Option.

95-670 Minnesota Mutual Page 14
<PAGE>

The Protection Option is only available until the policy anniversary nearest the
insured's age 70. At the policy anniversary nearest the insured's age 70, the
death benefit option will be changed to the Cash Option.

What is the Cash Option?
Under the Cash Option, the death benefit will be the then current face amount.
This death benefit will not vary with the investment results of the sub-accounts
of the separate account you have elected unless the policy value exceeds the net
single premium for the then current face amount.

If the policy value exceeds the net single premium for the then current face
amount, the death benefit will be that amount of insurance which could be
purchased for the insured using the policy value as the net single premium,
based upon the policy assumptions and the insured's then attained age.

What is the Protection Option?
Under the Protection Option, the death benefit will vary with the investment
results of the sub-accounts of the separate account you have elected. The death
benefit will be the policy value, plus the larger of:

(1) the then current face amount; or
(2) the amount of insurance which could be purchased using the policy value as
a net single premium.

When is the death benefit determined?
The death benefit is determined on each monthly policy anniversary and as of the
date of the insured's death. The death benefit amount as of any other date is
available from us on written request.

How is the death benefit option elected?
You elect a death benefit option on your policy application.

If you fail to make an election, the Cash Option will be in effect.

May the death benefit option be changed?
Yes. You may apply to have the death benefit option changed while this policy is
in force by filing a written request with us at our home office. We may require
evidence satisfactory to us of the insured's insurability before we allow the
change. The change will take effect when we approve and record it in our home
office.

What happens when the policy is paid-up?
When the policy is paid-up, we need no additional scheduled premiums in order to
provide a death benefit equal to the then current face amount for the life of
the insured.

95-670 Minnesota Mutual Page 15
<PAGE>

After the policy is paid-up, we may continue to accept scheduled premiums and
nonrepeating premiums. The payment of any premium after the policy is paid-up
may increase the face amount. We may require you to provide us with evidence
satisfactory to us of the insured's insurability before accepting any premium
after the policy is paid-up. the policy value of your policy will never exceed
the net single premium for the death benefit payable on the insured's death.

How will you know when the policy becomes paid-up?
Each policy anniversary we will determine if your policy has become paid-up.
When your policy becomes paid-up, we will send you a new page 1

Will a paid-up policy have a new face amount?
Yes. A new face amount will be determined when it becomes paid-up. The new face
amount will not be less than the face amount of the policy when it became paid-
up.

Will policy charges continue to apply to a paid-up policy?
Yes.

PREMIUMS

When and where do you pay your premiums?
Your first premium is due as of the policy date and must be paid when your
policy is delivered. All premiums after the first premium are payable on or
before the date they are due and must be mailed to us at our home office or such
other place as we may direct.

If you would like a receipt for a premium payment, we will give you one upon
request.

How often do you pay premiums?
You may pay your premiums once a year, twice a year, or four times a year. These
premiums are shown on page 1 as the annual, semi-annual and quarterly premiums.

If you decide to pay premiums once a year, your annual premium will be due on
the policy anniversary.

95-670 Minnesota Mutual Page 16
<PAGE>

due or if this premium payment arrangement is ended, you must pay an annual,
semi-annual or quarterly premium directly to us at our home office before the
end of the grace period to keep your policy in force on a premium-paying basis.

Can you stop paying base premiums?
Yes. You may adjust the policy to stop paying base premiums. A stop premium
adjustment is one where, after the adjustment, no further base premium is
required. You may request a stop premium adjustment at any time your policy has
sufficient actual cash value at the date of the request to keep the policy in
force until your next policy anniversary. The policy will be adjusted on the
basis of no additional scheduled premium and, unless instructed otherwise, the
face amount in effect at the time of the adjustment. On a stop premium policy,
any scheduled decrease in face amount shall be to zero and the policy will lapse
at that time.

Can you pay a nonrepeating premium?
Yes. In addition to premiums shown on page 1, you may request to pay a
nonrepeating premium. However, we may at any time refuse to accept a
nonrepeating premium. If the death benefit of your policy increases as a result
of the payment of a nonrepeating premium, we may require you to provide us with
evidence satisfactory to us of the insured's insurability.

This 31-day grace period does not apply to the first premium payment. The first
premium must be paid on or before the date your policy is delivered.

Can you reinstate your policy after it has lapsed?
At any time within three years from the date of lapse, you may ask us to restore
your policy to a premium paying status, unless the policy has terminated because
the surrender value has been paid or the period of extended insurance has
expired. We will require:

(1) your written request to reinstate this policy;

(2) that you submit to us at our home office during the insured's lifetime
evidence satisfactory to us of the insured's insurability so that we may have
time to act on the evidence during the insured's lifetime; and

(3) at our option a premium payment which is equal to all overdue premiums
with interest at a rate not to exceed 6 percent per annum compounded annually
and any indebtedness in effect

95-670 Minnesota Mutual Page 17
<PAGE>

at the end of the grace period following the date of default with interest at
a rate not exceeding 6 percent per annum compounded annually.

Is there a premium refund at the insured's death?
Yes. If the Cash Option death benefit is in effect at the insured's death, we
will pay to the beneficiary any part of a paid premium that covers the period
from the end of the policy month in which the insured died to the date to which
premiums are paid. However, if your policy contains a Waiver of Premium
Agreement and the last premium was waived by us under that agreement, we will
not refund that premium. Also, we will not refund a nonrepeating premium.

SEPARATE ACCOUNT

How was the separate account established?
We established the separate account under Minnesota law. It is registered as a
unit investment trust under the 1940 Act.

What is the purpose of the separate account?
Net premiums allocated to the separate account support the operation of this
policy (except extended term coverage, policy loans and settlement options) and
others of its class. Assets may also be allocated for other purposes, but not
for the operation or support of policies other than variable adjustable life.

Are sub-accounts available under the separate account?
Yes. The separate account is divided into sub-accounts. Net premiums will be
allocated to one or more of the sub-accounts you have chosen for such
allocation. We reserve the right to add, combine or remove any sub-account of
the separate account.

What are the investments of the separate account?
For each sub-account, there is a fund for the investment of that sub-account's
assets. The assets of the sub-accounts are invested in the funds at net asset
value. If investment in a fund should no longer be possible or if we determine
it becomes inappropriate for policies of this class, we may substitute another
fund. Substitution may be with respect to both existing policy values and
future premiums. The investment policy of the separate account may not be
changed, however, without the approval of the regulatory authorities of the
state of Minnesota. If required, that approval process will be on file with the
regulatory authorities of the state in which this policy is delivered.

What changes may we make to the separate account?
We reserve the right, when permitted by law, to transfer assets of the separate
account which we determine to be associated with the class of policies to which
this policy belongs, to another separate account. If such a transfer is made,
the term "separate account", as used in this policy, shall then mean the
separate account to which the assets are transferred. A transfer of this kind
may require the advance approval of state regulatory authorities.

95-670 Minnesota Mutual Page 18
<PAGE>

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

(1) de-register the separate account under the 1940 Act;

(2) restrict or eliminate any voting right of policy owners or other persons
who have voting rights as to the separate account; and

(3) combine the separate account with one or more other separate accounts.

How are net premiums allocated?
They are allocated either to the guaranteed principal account or to the separate
account and its sub-accounts. Initially, you indicate your allocation in the
application. You may change your allocation for future premiums. You may do
this by giving us a written request. A change will not take effect until it is
recorded by us in our home office.

What is a transfer?
A transfer is a reallocation of the actual cash value between the guaranteed
principal account and the separate account or among the sub-accounts of the
separate account.

May you make transfers of amounts under the policy?
Yes. Transfers may be made by your written request. For transfers out of the
separate account or among the sub-accounts of the separate account we will make
the transfer on the basis of sub-account unit values as of the end of the
valuation period during which your written request is received at our home
office. For transfers out of the guaranteed principal account, the transfer
will be made on the basis of your guaranteed principal account actual cash value
at the time of transfer.

Are there limitations on transfers?
Yes. The amount of actual cash value to be transferred to or from a sub-account
of the separate account or the guaranteed principal account must be at least
$250. If the balance is less than $250, the entire actual cash value
attributable to that sub-account or the guaranteed principal account must be
transferred. If a transfer would reduce the actual cash value in the sub-
account from which the transfer is to be made to less than $250 we reserve the
right to include that remaining sub-account actual cash value in the amount
transferred.

95-670 Minnesota Mutual Page 19
<PAGE>

Transfers from the guaranteed principal account must be made by a written
request. It must be received by us or postmarked in the 30-day period before or
after the last day of the policy year. Written requests for transfers which
meet these conditions will be effective after we approve and record them at our
home office.

How is a unit valued?
The unit value will increase or decrease on each valuation date. The assets of
the separate account shall be valued at least as often as any policy benefits
vary but not less often than once a month. The amount of any increase or
decrease will depend on the net investment experience of the sub-accounts of the
separate account. The value of a 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 is a measure of the net investment experience of a
sub-account.

The gross investment rate is equal to:

95-670 Minnesota Mutual Page 20
<PAGE>

(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 valuation 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.

VALUES

Does this policy have cash values?
Yes. This policy has two types of cash values. They are the actual cash value
and the tabular cash value.

How is your actual cash value determined?
It is determined separately for your guaranteed principal account actual cash
value and for your separate account actual cash value. The separate account
actual cash value will include all sub-accounts of the separate account.

The guaranteed principal account actual cash value is the sum of all net premium
payments allocated to the guaranteed principal account. This amount will be
increased by any interest, dividends, loan repayments, policy loan interest
credits and transfers into the guaranteed principal account. This amount will be
reduced by any policy loans, unpaid policy loan interest, partial surrenders,
transfers into the sub-accounts of the separate account and charges assessed
against your guaranteed principal account actual cash value.

Is the actual cash value guaranteed?
No. Your separate account actual cash value is not guaranteed.

Your guaranteed principal account actual cash value is guaranteed by us. It
cannot be reduced by any investment experience of the general account.

What is the tabular cash value of your policy?
A table of tabular cash values is shown on page 1. At your request, we will tell
you what the tabular cash values are for any date not shown.

95-670 Minnesota Mutual Page 21
<PAGE>

How is the tabular cash value determined?
The methods and factors used to calculate your tabular cash values, reserves and
net single premiums are based upon the policy assumptions which your state
requires us to use.

We have filed the method used to calculate these values with the insurance
department in the state in which your policy is delivered. The method we use
provides tabular cash values at least as great as those provided by the
Commissioners Reserve Valuation Method. These tabular cash values and reserves
will be greater than, or equal to, the values required by law. The tabular cash
values are calculated on the assumption that there is no indebtedness on your
policy, premiums are paid annually, and that deaths occur at the end of the
year. Also, the calculation of the tabular cash values will be made with an
allowance for the passage of time and the payment of those premiums paid beyond
the last policy anniversary. All tabular values represent the values at the end
of the policy year.

Is interest credited on the guaranteed principal account actual cash value?

May additional interest be credited on the guaranteed principal account? Yes. As
conditions permit, we will credit additional amounts of interest to the
guaranteed principal account actual cash value.

May the policy be surrendered?
Yes. You may request the surrender of the policy at any time while the insured
is living.

What is the surrender value of your policy?
The surrender value is the actual cash value, minus unpaid policy charges which
are assessed against actual cash value.

The determination of the surrender value is made as of the end of the valuation
period during which we receive your surrender request at our home office.

How do you surrender your policy?
Send your policy and a written request for surrender to us at our home office.

Instead of payment in a single sum, you may request that your surrender value be
used to provide extended term insurance on the life of the insured.

95-670 Minnesota Mutual Page 22
<PAGE>

Is a partial surrender permitted?
Yes. You may make a partial surrender of your actual cash value. The amount of
a partial surrender must be $500 or more and it cannot exceed the amount
available as a policy loan. This is a policy adjustment as described on page
10. If the policy is not paid up a partial surrender will cause a decrease in
the face amount equal to the amount surrendered.

What happens if the premium due on your policy is not paid?
Your policy will lapse if the premium due is not paid before the end of the
grace period. If your policy has no actual cash value it will terminate. If
your policy has a surrender value it will be used to provide either:
(1) a single sum payment of that value to you, thereby terminating this policy;
or
(2) extended term insurance.

May automatic premium loans be used to keep the policy in force?
Yes. Please see the section on policy loans (see page 13).

What is extended term insurance?
It is term insurance that is purchased by applying the surrender value of your
policy as a net single premium to buy term insurance for the maximum period.
This extended term coverage has fixed benefits. Extended term benefits are not
provided by the separate account and they will not vary during the extended term
insurance period. The amount of this insurance will be equal to the face amount
of your policy, less the amount of any policy loan at the date of lapse. At the
end of the extended term period all insurance under this policy will terminate
and this policy will have no further value.

95-670 Minnesota Mutual Page 23
<PAGE>

investment performance of the separate account. In that case, if we postpone our
payment for more than 31 days, we will pay you interest at 3 percent per annum
for the period during which payment is postponed. Otherwise, this right of
deferral will be: (a) for any period during which the New York Stock Exchange is
closed for trading (except for normal holiday closing); or (b) when the
Securities and Exchange Commission has determined that a state of emergency
exists which may make such payment impractical.

How will you know the status of your policy?
Each year we will send you a report. This report will show your policy's
status. It will include the actual cash value, the tabular cash value, the face
amount and the variable death benefit as of the date of the report. It will
also show the premiums paid during the year, policy loan activity and the policy
value. The report will be sent without cost to you. The report will be as of a
date within two months of its mailing.

POLICY ADJUSTMENTS

What types of adjustments can be made to this policy?
Except while the policy is on extended term, you may ask us to make any of the
four following policy adjustments:

(1) increase or decrease the current face amount;
(2) increase or decrease the premium;
(3) make a partial surrender;
(4) adjust the policy to zero ("stop premium").

You may request a policy adjustment by completing an application for adjustment.
Adjustments will not apply to any additional benefit agreements attached to your
policy.

An adjustment may not result in more than a paid-up whole life plan for the then
current face amount. After age 80, increases requiring evidence of insurability
will not be allowed.

Any adjustment for a change of premium must result in a change of the annual
premium of at least $100.

An adjustment with an increase in premium must result in a policy which is
scheduled to become paid-up only after the payment of ten annual premiums or to
age 100, if less. In addition, any policy must have a minimum annual base
premium of at least $300.

95-670 Minnesota Mutual Page 24
<PAGE>

After adjustment, other than an adjustment to stop premium, or the automatic
adjustment at the point when the face amount is scheduled to decrease, the
policy must provide a level face amount of insurance to the next policy
anniversary after the greater of:
(a) five years from the date of adjustment; or
(b) a certain number of years from the date of issue, based on the table below.

Issue Age Number of Years
--------- ---------------

55 or less 10
56 9
57 8
58 7
59 6
60 or greater 5

An adjustment to stop premium or the automatic adjustment at the point when the
face amount is scheduled to decrease requires that the policy have an actual
cash value sufficient to keep the policy in force until the next policy
anniversary.

What effect will an adjustment have on the policy's tabular cash values?
After adjustment, the tabular cash value shall be equal to:

(1) the greater of the policy value or the tabular cash value prior to that
adjustment
(2) plus any nonrepeating premium credited to the separate account at the time
of the adjustment and
(3) less the amount of any partial surrender made at the time of the
adjustment.

95-670 Minnesota Mutual Page 25
<PAGE>

When will an adjustment be effective?
Any adjustment you request will not become effective until after we approve and
record it at our home office.

What will be the effect of the policy adjustments?
The effects of policy adjustments are shown below.
<TABLE>
<CAPTION>

IF YOU MAKE THIS KIND UNDER THIS CONDITION IT WILL DO THIS:
OF ADJUSTMENT,
<S> <C> <C>
Decrease the current face while the premium remains any scheduled decrease in the
amount... the same... current face amount will take
Retain the current face while the premium increases... place at an increased age of
amount... the insured; a scheduled de-
crease in the face amount will
be eliminated; or the
premium paying period will
be shortened.

Stop premium... while the face amount remains any scheduled decrease in the
the same... current face amount will take
place at a decreased age of
the insured or, scheduled
decrease in the face amount
will occur; and no insurance
will be provided after the
decrease.

</TABLE>
You may request a description of the effect of other types or combinations of
adjustments from us.

95-670 Minnesota Mutual Page 26
<PAGE>

DIVIDENDS

What is a dividend?
Each year we determine if your policy will share in our divisible surplus. We
call this a dividend.

Will your policy receive dividends?
Generally, no. However, there may be times when we declare a dividend on your
policy.

How can your dividends be applied?
Dividends, if received, may be added to your actual cash value or, if you so
elect, they may be paid in cash.

May you tell us how to allocate dividends?
Yes. A dividend will be allocated to the guaranteed principal account or to the
sub-accounts of the separate account in accordance with your instructions for
new premiums. In the absence of instruction, dividends will be allocated to the
guaranteed principal account actual cash value and separate account actual cash
value in the same proportion that those actual cash values bear to each other
and, as to the actual cash value in the separate account, to each sub-account in
the proportion that the actual cash value in such sub-account bears to your
actual cash value in all of the sub-accounts.

PAYMENT OF PROCEEDS

When will the policy proceeds by payable?
The proceeds of this policy will be payable if the policy is surrendered while
it is in force or if we receive proof satisfactory to us of the insured's death.
These events must occur while the policy is in force. The proceeds will be paid
at our home office and in a single sum unless a settlement option has been
selected. We will deduct any indebtedness from the proceeds. Proof of any
claim under this policy must be submitted in writing to our home office.

We will pay interest on single sum death proceeds from the date of the insured's
death until the date of payment. Interest will be at an annual rate determined
by us, but never less than 3 percent.

The following settlement options are all payable in fixed amounts as are
described below. These payments do not vary with the investment performance of
the separate account.

95-670 Minnesota Mutual Page 27
<PAGE>

Option 1 - Interest Payments
Payment of interest on the proceeds at such times and for a period that is
agreeable to you and us. Withdrawal of proceeds may be made in amounts of at
least $500. At the end of the period, any remaining proceeds will be paid in
either a single sum or under any other method we approve.

Option 2 - Payments for a Specified Period
Monthly payments for a specified number of years. The amount of each monthly
payment for each $1,000 of proceeds applied under this option is shown in the
following table. The monthly payments for any period not shown will be
furnished upon request.

Number of Years Monthly Payments

5 $17.91
10 9.61
15 6.87
20 5.51
25 4.71

Option 3 - Life Income
Monthly payments for the life of the person who is to receive the income. We
will require satisfactory proof of the person's age and sex. Payments can be
guaranteed for 5, 10, or 20 years. The amount of each monthly payment for each
$1,000 of proceeds applied under this option is shown in the following table.
The monthly payments for any ages not shown will be furnished upon request.

Life Income with Payments
Age Life Guaranteed for
Male Female Income 5 years 10 years 20 years
---------------------------------------------------------

50 55 $4.37 $4.36 $4.33 $4.18
55 60 4.87 4.85 4.79 4.51
60 65 5.56 5.52 5.39 4.85
65 70 6.51 6.41 6.13 5.16
70 75 7.86 7.64 7.03 5.38

Option 4 - Payments of a Specified Amount
Monthly payments of a specified amount until the proceeds and interest are
fully paid.

If you request a settlement option, we will prepare an agreement for you to
sign, which will state the terms and conditions under which the payments will be
made.

95-670 Minnesota Mutual Page 28
<PAGE>

Can a beneficiary request payment under a settlement option?
Yes. A beneficiary may select a settlement option only after the insured's
death. However, you may provide that the beneficiary will not be permitted to
change the settlement option you have selected.

Are the proceeds exempt from claims of creditors?
To the extent permitted by law, no payment of proceeds or interest we make will
be subject to the claims of any creditors.

Also, if you provide that the option selected cannot be changed after the
insured's death, the payments will not be subject to the debts or contracts of
the person receiving the payments. If garnishment or any other attachment of the
payments is attempted, we will make those payments to a trustee we name. The
trustee will apply those payments for the maintenance and support of the person
you named to receive the payments.

What is the guaranteed interest rate on settlement options?
The minimum amount of interest we will pay under any settlement option is 3
percent per annum. Additional interest earnings, if any, on deposits under a
settlement option will be payable as determined by us.

BENEFICIARY

To whom will we pay the death proceeds?
When we receive proof satisfactory to us of the insured's death, we will pay the
death proceeds of this policy to the beneficiary or beneficiaries named in the
application for this policy unless you have changed the beneficiary. In that
event, we will pay the death proceeds to the beneficiary named in your last
change of beneficiary request as provided below.

What happens if one or all of the beneficiaries dies before the insured?
If a beneficiary dies before the insured, that beneficiary's interest in the
policy ends with that beneficiary's death. Only those beneficiaries who survive
the insured will be eligible to share in the death proceeds. If no beneficiary
survives the insured we will pay the death proceeds of this policy to you, if
living, otherwise to your estate, or to your successor if you are a corporation
no longer in existence.

Can you change the beneficiary?
Yes. If you have reserved the right to change the beneficiary you can file a
written request with us to change the beneficiary. If you have not reserved the
right to change the beneficiary, the written consent of the irrevocable
beneficiary will be required.

95-670 Minnesota Mutual Page 29
<PAGE>

POLICY LOANS

Can you borrow money on your policy?
Yes. You may borrow up to the maximum loan amount. This amount is determined as
of the date we receive your request for a loan. We will require your written
request for a policy loan. We will charge interest on the loan in arrears.

At your request, we will send you a loan agreement for your signature. The
policy will be the only security required for your loan.

What is the total amount available for policy loans?
The total amount available for loans under your policy is 90 percent of the
policy value (see page 3). Your policy value will be determined as of the date
we receive your written request for a loan at our home office.

What is the effect of a policy loan?
When you take a loan we will reduce the actual cash value of the policy. It will
be reduced by the amount you borrow. This determination will be made as of the
end of the valuation period during which your loan agreement is received at our
home office.

How does a policy loan reduce the actual cash value?
Unless you direct us otherwise, the policy loan will be taken from your
guaranteed principal account actual cash value and separate account actual cash
value in the same proportion that those values bear to each other and, as to the
actual cash value in the separate account, from each sub-account in the
proportion that the actual cash value in such sub-account bears to your actual
cash value in all of the sub-accounts.

Policy loans shall be transferred to the loan account. The loan account
continues to be a part of the policy in the general account.

The policy value of your policy may decrease between premium due dates. If your
policy has a policy loan and no actual cash value the policy will lapse.

What rate of interest do you have to pay?
The interest rate on indebtedness will be the rate shown on page 1 of this
policy. Interest accrues daily at this annual interest rate.

95-670 Minnesota Mutual Page 30
<PAGE>

When is policy loan interest due and payable?
Policy loan interest is due on the date of the death of the insured, on a policy
adjustment, surrender, lapse, a policy loan transaction and on each policy
anniversary.

How and when can you repay your loan?
If your policy is in force, your loan can be repaid in part or in full at any
time before the insured's death. Your loan may also be repaid within 60 days
after the date of the insured's death if we have not paid any of the benefits
under this policy. Any loan repayment must be at least $100 unless the balance
due is less than $100.

How are loan repayments allocated?
Loan repayments are allocated to the guaranteed principal account until all
loans from the guaranteed principal account have been repaid.

Thereafter, loan repayments are allocated to the guaranteed principal accounts
or the sub-accounts of the separate account as you direct.

Loan repayments reduce your loan account by the amount of the loan repayment:

What is the rate of interest credited to a policy as a result of a policy loan?
Interest credits shall be at a rate which is not less than your policy loan
interest rate minus 2 percent per annum.

When are interest credits on a policy loan allocated to your actual cash value?
Policy loan interest credits are allocated to your actual cash value as of the
date of the death of the insured, on a policy adjustment, surrender, lapse, a
policy loan transaction and on each policy anniversary.

How are policy loan interest credits allocated?
Policy loan interest credits are allocated to the guaranteed principal account
and separate account following your instructions to us. We will use your
instructions for the allocation of net premiums. In the absence of such
instructions, this amount will be allocated to the guaranteed principal account
actual cash value and separate account actual cash value in the same proportion

95-670 Minnesota Mutual Page 31
<PAGE>

that those values bear to each other and, as to the actual cash value in the
separate account, to each sub-account in the proportion that the actual cash
value in such sub-account bears to your actual cash value in all of the sub-
accounts.

What happens if you do not repay your loan?
If your policy has indebtedness, your policy will remain in force so long as it
has actual cash value. If it does not, your policy will lapse.

In this event, to keep your policy in force, you will have to make a loan
repayment. We will give you notice of our intent to terminate the policy and the
loan repayment required to keep it in force. The time for repayment will be
within 31 days after our mailing of the notice.

Can you arrange for automatic premium loans to keep your policy in force?
Yes. If you asked for this option in your application, or if you write us and
ask for this option after your policy has been issued, we will make automatic
premium loans. You can also write to us at any time and tell us you do not want
this option. If you have this option and you have not paid the premium that is
due before the end of the grace period, we will make a policy loan to pay the
premium. However, in order for this to occur, the amount available for a loan
must be enough to pay at least a quarterly premium. If the loan value is not
enough to pay at least a quarterly premium, your policy will lapse.

Is there a minimum policy loan?
Yes. Any policy loan we pay in cash must be in an amount of at least $100. A
policy loan may be in a lesser amount if it is used to pay a premium under the
automatic premium loan provisions.

ADDITIONAL INFORMATION

Can you assign your policy?
Yes. Your policy may be assigned. The assignment must be in writing and filed
with us at our home office. We assume no responsibility for the validity or
effect of any assignment of this policy or of any interest in it. Any proceeds
which become payable to the 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 that interest.

What if the insured's age is misstated?
If the insured's age has been misstated, the amount of proceeds will be adjusted
to reflect the cost of insurance charges, based upon the insured's correct age.

When does your policy become incontestable?
After this policy has been in force during the insured's lifetime for two years
from the original policy date, we cannot contest this policy, except for fraud
or the nonpayment of premiums. However, if there has been a face amount increase
for which we required evidence of

95-670 Minnesota Mutual Page 32
<PAGE>

insurability, that increase will be contestable for two years, during the
lifetime of the insured, from the effective date of the increase.

Is there a suicide exclusion?
If the insured, whether sane or insane dies by suicide, within two years of the
original policy date, our liability will be limited to an amount equal to the
premiums paid for this policy. If there has been a face amount increase for
which we required evidence of insurability, and if the insured dies by suicide
within two years from the effective date of the increase, our liability with
respect to that increase will be limited to an amount equal to the premiums paid
for such increase.

May the policy be converted?
Yes. During the first 24 months from the original policy date while this policy
is in force and the required premiums are fully paid you may convert this
policy. This right is in addition to your right to make described policy
adjustments. This policy, before the death of the insured, may be converted to
any adjustable life policy, with a fixed death benefit and fixed cash values,
which we may then offer. The converted policy shall have the same face amount as
is currently provided by this policy. The issue age and risk class of the
insured shall be as stated in this policy. The premium provided in the converted
policy may be different.

VARIABLE ADJUSTABLE LIFE POLICY

Variable Benefits

Premiums as stated on the Policy Information Page

Face Amount and Premium may be adjusted by the owner

Participating

You are a member of the Minnesota Mutual Life Insurance Company. Our annual
meetings are held in our home office on the first Tuesday in March of each year
at three o'clock in the afternoon.

MINNESOTA MUTUAL

95-670 Minnesota Mutual Page 33

<PAGE>

Exhibit 99.A5e
VARIABLE ADJUSTABLE LIFE

GUARANTEED PRINCIPAL ACCOUNT AGREEMENT
- --------------------------------------
This agreement is a part of the policy to which it is attached; it is subject to
all its terms and conditions.

What does this agreement provide?

This agreement provides for the addition of the guaranteed principal account to
your policy as an alternative, and in addition to, the existing separate account
options. the terms and conditions of this agreement are as described below.

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

net premium

The base premium or nonrepeating premium less policy charges assessed against
the premium. the net premium is the amount or amounts which are allocated to the
guaranteed principal account or the separate account.

guaranteed principal account

The portion of the general account of Minnesota Mutual which is attributable to
this policy and policies of this class, exclusive of policy loans. The
description is for accounting purposes only. It does not represent a separate
account. It does not represent any division of the general account for the
specific benefit of policies of this class.

loan account

The portion of the general account of Minnesota Mutual which is attributable to
policy loans under this policy and policies of this class. The loan account
balance is the sum of all outstanding loans under this policy.

actual cash value

The sum of the values under this policy in the separate account and the
guaranteed principal account. The interest in each is valued separately. They
are identified as the separate account actual cash value and the guaranteed
principal account actual cash value, respectively. Actual cash value does not
include the loan account.

The separate account actual cash value is composed of your interest in one or
more sub-accounts of the separate account. For each sub-account, the value is
determined by multiplying the current number of sub-account units credited to
this policy by the then current sub-account unit value. The total of these
values will be the separate account actual cash value.

tabular cash value

The amount which would be equal to the actual cash value of this policy at any
time if: all scheduled premiums are paid at any time if: all scheduled premiums
are paid when due; there is

90-930 Variable Adjustable Life Minnesota Mutual Life 1
Guaranteed Principal Account Agreement
<PAGE>
no policy adjustment; there are no policy loans; any percentage increase in the
actual cash value matches the policy's assumed rate of return; the net
investment experience for each sub-account and/or the interest credited to the
guaranteed principal account matches the policy's assumed rate of return; we
deduct the maximum cost of insurance charges and deduct all other charges as set
forth in this policy.

POLICY CHARGES
- --------------

What charges are assessed against your actual cash value?

Against your actual cash value, we assess: (1) the administration charge; (2)
transaction charges; (3) the cost of insurance charge; and (4) the charge for
sub-standard risks, if any.

(2) The transaction charges is for our administrative expenses, including those
attributable to the records we create and maintain for your policy. The
administration charge is $60 per contract year.

(3) The cost of insurance charge is for providing the death benefit under this
policy. the charge is calculated by multiplying the net amount at risk
under your policy by a rate which varies with the insured's age, sex and
risk class. The rate is guaranteed not to exceed rates determined on the
basis of the 1980 Commissions Standard Ordinary Mortality Tables. The net
amount at risk is the death benefit under your policy less your policy
value.

When are charges assessed against you actual cash value?

Transaction charges are assessed at the time of a policy adjustment or when a
transfer is made. In the case of a transfer, the charge is assessed against the
amount transferred.

Charges will be assessed against your actual cash value. They will be assessed
against your guaranteed principal account actual cash value and separate account
actual cash value in the same

90-930 Variable Adjustable Life Minnesota Mutual Life 2
Guaranteed Principal Account Agreement
<PAGE>
proportion that those values bear to each other and, as to the actual cash value
in the separate account, from each sub-account in the proportion that the actual
cash value in such sub-account bears to your actual cash value in all of the
sub-accounts.

SEPARATE ACCOUNT
- ----------------

How are net premiums allocated?

They are allocated either to the guaranteed principal account or to the separate
account and its sub-accounts. Initially, you indicate your allocation in the
application. You may change your allocation for future premiums. You may do this
by giving us a written request. A change will not take effect until it is
recorded by us in our home office.

Allocations must be expressed in whole percentages. The allocation to any
alternative must be at least 10 percent of the net premium. We reserve the right
to restrict the allocation of premium. If we do so, no more than 50 percent of
the net premium may be allocated to the guaranteed principal account.

What is a transfer?

A transfer is a reallocation of the actual cash value between the guaranteed
principal account and the separate account or among the sub-accounts of the
separate account.

May you make transfers of amounts under the policy?

Yes. Transfers may be made by your written request. For transfers out of the
separate account or among the sub-accounts of the separate account we will make
the transfer on the basis of sub-account unit values as of the end of the
valuation period during which your written request is received at our home
office. For transfers out of the guaranteed principal account, the transfer will
be made on the basis of your guaranteed principal account actual cash value at
the time of transfer.

Are there limitations on transfers?

Yes. The amount of actual cash value to be transferred to or from a sub-account
of the separate account or the guaranteed principal account must be at least
$250. If the balance is less than $250, the entire actual cash value
attributable to that sub-account or the guaranteed principal account must be
transferred. If a transfer would reduce the actual cash value in the sub-account
from which the transfer is to be made to less than $250 we reserve the right to
include that remaining sub-account actual cash value in the amount transferred.

90-930 Variable Adjustable Life Minnesota Mutual Life 3
Guaranteed Principal Account Agreement
<PAGE>
The maximum amount of actual cash value to be transferred out of the guaranteed
principal account to the sub-accounts of the separate account may be limited to
20 percent of the guaranteed principal account balance. Transfers to or from the
guaranteed principal account may be limited to one such transfer per policy
year.

Transfers from the guaranteed principal account must be made by a written
request. It must be received by us or postmarked in the 30-day period before or
after the last day of the policy year. Written requests for transfers which meet
these conditions will be effective after we approve and record them at our home
office.

VALUES
- ------

How is your actual cash value determined?

The guaranteed principal account actual cash value is the sum of all net premium
payments allocated to the guaranteed principal account. This amount will be
increased by any interest, dividends, loan repayments, policy loan interest
credits and transfers into the guaranteed principal account. This amount will be
reduced by any policy loans, unpaid policy loan interest, partial surrenders,
transfers into the sub-accounts of the separate account and charges assessed
against your guaranteed principal account actual cash value.

Is the actual cash value guaranteed?

No. Your separate account actual cash value is not guaranteed.

You guaranteed principal account actual cash value is guaranteed by us. It
cannot be reduced by any investment experience of the general account.

Is interest credited on the guaranteed principal account actual cash value?

90-930 Variable Adjustable Life Minnesota Mutual Life 4
Guaranteed Principal Account Agreement
<PAGE>
May additional interest be credited on the guaranteed principal account?

Yes. As conditions permit, we will credit additional amounts of interest to the
guaranteed principal account actual cash value.

May you direct us as to how partial surrenders will be taken from actual cash
value?

Yes. You may tell us the sub-accounts from which a partial surrender is to be
taken or whether it is to be taken in whole or in part from the guaranteed
principal account. If you do not, partial surrenders will be deducted from your
guaranteed principal account actual cash value and separate account actual cash
value in the same proportion that those values bear to each other and, as to the
actual cash value in the separate account, from each sub-account in the
proportion that the actual cash value in such sub-account bears to your actual
cash value in all of the sub-account.

DIVIDENDS
- ---------

May you tell us how to allocate dividends?

POLICY LOANS
- ------------

Can you borrow money on your policy?

At your request we will send you a loan agreement for your signature. The policy
will be the only security required for your loan.

What is the effect of a policy loan?

90-930 Variable Adjustable Life Minnesota Mutual Life 5
Guaranteed Principal Account Agreement
<PAGE>
How does a policy loan reduce actual cash value?

Unless you direct us otherwise, the policy loan will be taken from your
guaranteed principal account actual cash value and separate account actual cash
value in the same proportion that those values bear to each other and, as to the
actual cash value in the separate account, from each sub-account in the
proportion that the actual cash value in each sub-account bears to your actual
cash value in all of the sub-accounts.

Policy loans shall be transferred to the loan account. The loan account
continues to be a part of the policy in the general account.

The policy value of your policy may decrease between premium due dates. If your
policy has a policy loan and no actual cash value the policy will lapse.

How are loan repayments allocated?

Loan repayments are allocated to the guaranteed principal account until all
loans from the guaranteed principal account have been repaid.

Thereafter, loan repayments are allocated to the guaranteed principal account or
the sub-accounts of the separate account as you direct.

Loan repayments reduce your loan account by the amount of the loan repayment.

How are policy loan interest credits allocated?

This agreement is effective May 1, 1990, unless a different effective date is
shown here.

/s/ Richard A. Engen /s/ Robert J. Hasling
President Secretary

90-930 Variable Adjustable Life Minnesota Mutual Life 6
Guaranteed Principal Account Agreement

<PAGE>

Exhibit 99.A5f

Family Term Agreement - Children
- --------------------------------------------------------------------------------

What does this agreement provide?

We will pay the death benefit shown for this agreement on page 1 of this policy
upon receipt of proof satisfactory to us that an insured child died while under
this agreement. As used in this agreement, "insured child" means any natural
child, step-child, or legally adopted child of the insured, who is at least 14
days old, and who:

(1) is named in the application for this agreement and on the date of that
application has not attained his or her 18th birthday; or

(2) is born to the insured after the date of that application; or

(3) is legally adopted by the insured after the date of that application
but before the child's 18th birthday.

The insurance on each insured child is level term insurance which expires on
that child's 25th birthday. The amount of life insurance on each insured child
is shown on page 1 of this policy.

What is the cost for this agreement?

The additional annual premium for this agreement is shown on page 1 of the
policy. Premiums for this agreement are payable until:

(1) the youngest insured child's 25th birthday; or

(2) the death of the last surviving insured child; or

(3) the death of the insured.

If the insured dies before termination of this agreement, the insurance then
provided by this agreement will continue for the remainder of its term without
payment of further premiums. Any premium payable on this policy after this
agreement terminates will be reduced by the premium for this agreement.

Who will receive the proceeds from this agreement?

The death benefit will be paid to the beneficiary designated for this agreement,
if living; otherwise to the legal spouse of the insured, if living; otherwise to
the living person or persons then insured under this agreement, equally if more
than one, or if none, the estate of the person at whose death payment is to be
made.

When does this agreement terminate?

This agreement will terminate on:

(1) the date any premium due for this policy remains unpaid at the end of
the grace period; or

86-904 Family Term Agreement - Children Minnesota Mutual Life
<PAGE>

(2) the date this policy is continued as extended term insurance; or

(3) the date this policy is surrendered or terminated; or

(4) the date we receive a written request to cancel this agreement; or

(5) the date the youngest insured child attains age 25; or

(6) the date of death of the last surviving insured child.

Who will control this agreement at the insured's death?

At the death of the insured, the legal spouse of the insured will have complete
control of this agreement. At the death of the legal spouse, or if the insured
has no legal spouse, all rights will vest in each insured child with respect to
the insurance then in force under this agreement on the life of each insured
child.

Can this agreement be reinstated?

If the policy to which this agreement is attached is reinstated in accordance
with its provisions, this agreement may also be reinstated. Evidence of
insurability satisfactory to us will be required of all persons then eligible
for insurance under this agreement. No benefits will be paid for the death of
an insured child occurring after the expiration of the grace period on this
policy and prior to the date of reinstatement.

Is there a suicide limitation?

If within two years from the effective date of this agreement, the insured dies
by suicide, whether sane or insane, our liability under this agreement will be
limited to the return of the amount of additional premiums paid for this
agreement, and this agreement will then automatically terminate.

When does this agreement become incontestable?

Except for nonpayment of premium, this agreement will be incontestable after it
has been in force during an insured child's lifetime for two years from the
effective date of the agreement.

Will this agreement increase your policy values or dividends?

This agreement will not increase the policy values of this policy nor will it
increase the dividends on this policy.

Can this insurance be converted to a new policy?

Upon termination of the insurance on an insured child, you may convert that
insurance without evidence of insurability to a new policy on that child.
Application for the new policy and payment of the first premium must be received
at our home office within 31 days after the insurance terminates or expires.
<PAGE>

The new policy may be on any adjustable or variable-adjustable policy form which
we then offer. Also, the new policy must be within the issue and amount limits
for the plan. It will be issued as of the date of termination at the premium
rate then used for the insured child's age on that date.

If the insurance on an insured child is converted prior to the child's 25th
birthday, the amount of the new policy may not exceed the amount of that
insurance. If the insurance on an insured child is converted within 30 days of
the child's 25th birthday, the amount of the new policy may not exceed 5 times
the amount of that insurance.

Evidence of insurability on the insured child satisfactory to us will not be
required unless the new policy is to contain an additional benefit agreement.
However, if this policy contains a waiver of premium agreement, a waiver of
premium agreement may be included in the new policy without evidence of
insurability. The waiver of premium agreement will not cover any disability of
the insured child commencing before the policy date of the new policy.

If evidence of insurability is not required for the converted policy, we will
waive any underwriting charge usually assessed on a variable adjustable policy.

This agreement is effective as of the policy date of this policy unless a
different effective date is shown here.

/s/ John A. Clymer
President

/s/ Robert J. Hasling
Secretary

<PAGE>

Exhibit 99.A5g

Exchange of Insureds Agreement
- --------------------------------------------------------------------------------

What does this agreement provide?

This agreement provides for the exchange of this policy for a reissued policy on
the life of a substitute insured you designate, subject to the following
conditions:

(1) this policy and agreement must be in force;

(2) you must have an insurable interest in the life of the substitute
insured;

(3) we must receive an application for the policy exchange signed by you
and the substitute insured;

(4) you must provide evidence of insurability on the substitute insured
which is satisfactory to us.

When will the reissued policy become effective?

Coverage under the reissued policy will become effective on the date of the
exchange only if the insured under this policy is then living. This policy will
terminate at the end of the day prior to the date of the exchange.

Is evidence of insurability required?

Yes, the policy exchange is subject to current evidence of insurability on the
substitute insured which is satisfactory to us.

What will be the face amount of the reissued policy?

The face amount of the reissued policy may not exceed the face amount of this
policy on the date of exchange.

What policy form will be available?

The reissued policy will be on the same policy form as this policy. If on the
date of exchange we are not issuing this policy form, the reissued policy will
be on a similar variable adjustable life policy form we then use. The reissued
policy will also have the same policy number as this policy.

What will be the premium rate for the new policy?

Premiums will be based on the sex and the age of the substitute insured on his
or her birthday nearest the policy date of the reissued policy.

What will be the policy date of the reissued policy?

The policy date of the reissued policy will be the same as the policy date of
this policy. If the substitute insured was not living on the policy date of
this policy, the policy date of the reissued policy will be the policy
anniversary which follows the substitute insured's date of birth.

What is this policy has an outstanding policy loan?

The reissued policy will be subject to any outstanding policy loans on this
policy on the date of the exchange.

86-914 Exchange of Insureds Agreement Minnesota Mutual Life
<PAGE>

What if this policy is assigned?

The reissued policy will be subject to any outstanding assignment of this policy
on file at our home office on the date of the exchange.

Who will be the beneficiary?

The reissued policy will have the same beneficiary as this policy, unless you
request another beneficiary. If you have designated an irrevocable beneficiary
on this policy, the written consent of that beneficiary will be required for any
policy exchange under this agreement and for any beneficiary change.

Can additional benefit agreements be added to the reissued policy?

Additional benefit agreements may be attached to the reissued policy, but only
with our consent.

Will this agreement increase your policy values or policy dividends?

No, this agreement will not increase the policy values of this policy nor will
it increase policy dividends.

What is the premium for this agreement?

There is no premium charge for this agreement.

Is this agreement subject to the suicide and incontestable provisions?

Yes, those provisions apply to this agreement. The suicide and contestable
periods for the reissued policy will be measured from the effective date of the
policy exchange and not from the policy date. If the substitute insured,
whether sane or insane, dies by suicide, within two years from the effective
date of the policy exchange, our liability under the reissued policy will be
limited to an amount equal to the premiums paid for the reissued policy as of
the effective date of the policy exchange. After the reissued policy has been
in force during the substitute insured's lifetime for two years from the
effective date of the policy exchange, we cannot contest the reissued policy,
except for the nonpayment of premiums. The reissued policy will show the date
from which the suicide and contestable periods will be measured.

When will this agreement terminate?

This agreement will terminate on the date:

(1) any premium due for this policy remains unpaid at the end of the grace
period; or

(2) this policy is surrendered or terminates; or

(3) this policy is continued as extended term insurance; or

(4) we receive your request to cancel this agreement; or

(5) this policy is exchanged for a new policy under the provisions of this
agreement; or

(6) of the insured's death.

/s/ Coleman Bloomfield /s/ Robert J. Hasling
President Secretary

<PAGE>

Exhibit 99.A5h

Face Amount Increase Agreement
- ------------------------------

What does this agreement provide?

This agreement gives you the right to increase the face amount of your policy on
each regular face amount increase date shown on page 1. You must exercise this
right within the 30 day period immediately before, or the 30 day period
immediately after, a regular face amount increase date. If you do not exercise
your right within this 60 day period you will lose that right to increase the
face amount. Whenever we use the words "increase date" in this agreement, we
mean the face amount increase date.

Are there alternate face amount increase dates?

Yes, an alternative increase date will be available on the date of:

(1) the insured's lawful marriage,
(2) the birth of a live child to the insured and the insured's then lawful
spouse
(3) the legal adoption of a child by the insured.

These alternate increase dates are not in addition to the regular increase dates
provided by this agreement. If an alternate increase date is elected it will
replace the regular increase date then currently available. If there is no
increase date then currently available, it will replace the next available
regular increase date not previously replaced. When all future regular increase
dates are so replaced this agreement will terminate.

Multiple births resulting from the same pregnancy and multiple adoptions
resulting from the same adoption proceeding will be considered as one birth or
one adoption.

You must furnish proof satisfactory to us of the occurrence of an alternate
increase date within 90 days after the occurrence. You must also exercise your
right to increase the face amount of your policy within this 90 day period.

What must you do?

You must notify us in writing that you are exercising your right to increase the
face amount of your policy. Also, you must pay the first premium due on your
increased policy. Your written request and adjusted premium payment must be
received in our home office within the 60 day period allowed for regular
increase dates or within the 90 day period allowed for alternate increase dates.

What will be the amount of the face amount increase?

The maximum face amount increase provided by this agreement is shown on page 1.

When will an increase in the face amount be effective?

If you exercise your right to increase the face amount of this policy, the
increase will be effective as of the regular or alternate increase date used.
However, your request to increase the face amount of your policy must be
received in our home office during the lifetime of the insured to be effective.
When we receive your written request to increase the face amount, along with the

86-915 Face Amount Increase Agreement Minnesota Mutual Life
<PAGE>

adjusted premium for the increase, we will adjust your policy and issue a new
page 1. The new page 1 will show the adjusted premiums and policy values for
your policy.

Are there any limitations?

Since a face amount increase results in a policy adjustment, any such increase
is subject to all adjustment limitations described in the "Policy Adjustments"
section of your policy.

Will evidence of insurability be required?

No. We will also waive any underwriting charge usually assessed in connection
with a face amount increase.

What is the cost?

The annual premium for this agreement is shown on page 1 of this policy. If this
agreement terminates, the total annual premium for this policy will be reduced
by the amount shown.

When does an increase in the face amount become incontestable?

The contestable and suicide period for any face amount increase will be measured
from the effective date of this agreement.

Will this agreement increase your policy values or policy dividends?

No, this agreement will not increase the policy values of this policy nor will
it increase policy dividends.

When will this agreement terminate?

This agreement will terminate on:

(1) the date any premium due for this policy remains unpaid at the end of
the grace period; or
(2) the date this policy is surrendered or terminates; or
(3) the date this policy is continued as extended term insurance; or
(4) the date we receive your written request to cancel this agreement; or
(5) the policy anniversary nearest the insured's 40th birthday; or
(6) the date when all regular increase dates have been replaced by
alternate increase dates; or
(7) the date of the insured's death.

The right to increase the face amount of this policy cannot be exercised after
this agreement has terminated.

What if the insured is totally disabled on a regular increase date?

If this policy contains a waiver of premium agreement, and if the insured is
totally disabled as defined in that agreement on an available regular increase
date and has qualified, or subsequently qualifies, for those disability benefits
retroactive through the regular increase date, the regular face amount increase
shown on page 1 will be placed in effect.

We must receive written notice of disability at our home office while the
insured is living and totally disabled and within one year after the regular
increase date before this provision will be
<PAGE>

effective. However, failure to give that notice within the time provided will
not invalidate a claim if it is shown that notice was given as soon as
reasonably possible.

We will adjust your policy and issue a new page 1 which will show the adjusted
premiums and policy values for the new policy. The adjusted premium for this
policy will be waived only while the insured continues to qualify for the waiver
of premium benefit.

This agreement is effective as of the original policy date of this policy unless
a different effective date is shown here.

/s/ Coleman Bloomfield /s/ Robert J. Hasling
President Secretary

<PAGE>
Exhibit 99.A5i

Cost of Living Increase Agreement
- --------------------------------------------------------------------------------

What does this agreement provide?

You may periodically request an increase in the face amount of your policy
without evidence of insurability based on increases in the cost of living. Your
request must be in writing.

When may the face amount be increased?

On the third policy anniversary and on each policy anniversary thereafter while
this agreement is in force, we will determine whether or not your policy is
eligible for a cost of living increase. You may increase the face amount of
your policy if the following conditions are met:

(1) there has not been a policy adjustment (an increase or decrease) to the
face amount of this policy during the three year period immediately
preceding the policy anniversary.

(2) there has been an increase in the cost of living as defined in this
agreement, and

(3) an annual premium for the basic policy of at least $300 has been paid
during each of the three years immediately preceding the policy
anniversary.

The increase in the face amount will be effective as of the policy anniversary.
However, the face amount will be determined as of the day immediately preceding
the policy anniversary.

How is the increase in the cost of living determined?

We use the Consumer Price Index published by the United States Department of
Labor for all urban households. If any alteration in the composition, base, or
method of computation of the Consumer Price Index is introduced which, in our
opinion, makes the Index inappropriate for this agreement, or if the publication
of the Index is discontinued or delayed, we have the right to choose what we
believe to be an appropriate standard, published or unpublished, as a substitute
for the Consumer Price Index.

What will be the amount of the increase?

You may increase the face amount of your policy by applying the following
formula:

Consumer Price Index 5
months before the date of
the cost of living increase -1.00
- -------------------------------
Consumer Price Index 41
months before the date of
the cost of living increase

The increase will be rounded off to the next highest $1,000 of face amount.
However, please note that any one increase in the face amount of this policy may
not exceed 20% of the face amount or the maximum amount shown for this agreement
on page 1, whichever amount is less.

86-916 Cost of Living Increase Agreement Minnesota Mutual Life
<PAGE>

If this formula would produce a reduction in the face amount no change will be
made.

What will be the cost of the increase?

If the face amount of this policy is increased, the annual premium for this
policy will also be increased. The premium will increase by the same percent as
the face amount increases.

The change in face amount, premium, and policy values will be made by adjusting
your policy and issuing a new page 1. This will be subject to the Policy
Adjustments provisions of your policy.

Are there any limitations?

Yes. If your policy did not have a scheduled decrease in face amount prior to
the Cost of Living Increase, the premium may be increased by a greater percent
than the face amount in order to avoid any scheduled decrease in the face amount
caused by the increase. In addition, any increase will be subject to all
adjustment limitations described in the Policy Adjustments provisions of your
policy.

Is evidence of insurability required?

No.

Do you have to accept an increase?

No, you have the right to refuse any increase. If you refuse any increase
before the insured has attained age 21, no increase will be offered until the
insured attains age 21. However, if you refuse any increase after the insured
has attained age 21, this agreement will terminate and no further increases will
be offered under this agreement.

What if this policy contains a waiver of premium agreement?

Cost of living increases may continue to be made while the insured is totally
disabled. We will also waive the increased premiums on your policy during the
period of continuous total and permanent disability.

When does this agreement terminate?

This agreement will terminate on:
(1) the policy anniversary nearest the insured's 56th birthday; or

(2) the date we receive your written request to cancel this agreement; or

(3) the date you refuse an increase in the face amount offered under this
agreement, except if the insured has not attained age 21 on that date; or

(4) the date this policy is surrendered, terminated or continued in force as
extended term insurance; or

(5) the date of the death of the insured.
<PAGE>

This agreement is effective as of the original policy date of this policy unless
a different effective date is shown here.

/s/ John A. Clymer /s/ Robert J. Hasling
President Secretary

<PAGE>

Exhibit 99.A5j

Waiver of Premium Agreement
- ---------------------------

What does this agreement provide?

This agreement provides for the waiver of premiums on this policy if the insured
becomes totally and permanently disabled. This means that you will not be
required to pay any premium that falls due while the insured is totally and
permanently disabled. To qualify for this benefit you must give us timely notice
of the insured's disability. You must also furnish evidence satisfactory to us
that the insured's total disability:

(1) commenced while this policy and agreement were in force, and

(2) commenced after the policy anniversary nearest the insured's age 5 but
before the policy anniversary nearest the insured's age 60, and

(3) was continuous for six months or more, and

(4) did not result directly from any act of war.

What is "total" disability?

Total disability is a disability resulting from an accidental injury or a
disease that requires the care of a licensed physician and continuously prevents
the insured from engaging in an occupation. During the first 24 months of total
disability "occupation" means the insured's regular occupation. After 24 months
it means any occupation for which the insured is reasonably fitted by education,
training or experience.

Also, the insured's total and irrecoverable loss of:

(1) the sight of both eyes, or
(2) the use of both hands, or
(3) the use of both feet, or
(4) the use of one hand and one foot, or
(5) hearing or speech

will be considered total disability even in the insured engages in an
occupation.

What is "permanent" disability?

Total disability will be considered permanent only after it has existed
continuously for at least six months.

On what basis will premiums be waived or refunded?

We will waive or refund premiums according to the frequency of premium payment
that was in effect on this policy on the date the insured's total disability
commenced.

86-917 Waiver of Premium Agreement Minnesota Mutual Life
<PAGE>

is approved we will waive premiums under this agreement as if your policy were
on a plan with premiums payable to the insured's age 100 and no scheduled
decrease in the face amount. If your policy is not on this plan, we will
automatically increase or decrease your annual premium so that your policy is on
this plan. In that event, we will issue a new page 1 which will be subject to
the Policy Adjustments provisions of your policy. In addition, we will waive the
premium for any additional benefit agreement that is attached to your policy.

What is the insured recovers from the disability?

We will, of course, no longer waive any premiums on this policy due after the
insured recovers. In addition, we will, upon your request, restore your policy
to the premium level that was in effect before the insured's disability
commenced, subject to the Policy Adjustments provisions of your policy.

Are there any limitations?

No premium will be waived or refunded if the insured's total disability results
directly from an act of war while the insured is serving in the military, naval
or air forces of any country at war, declared or undeclared.

When must we be notified?
We must receive written notice of the insured's total disability at our home
office:

(1) while the insured is living and totally disabled, and

(2) not later than one year after the termination of this agreement, and

(3) within one year after the due date of the premium that you request us to
waive or refund.

However, the failure to give this notice within the time provided will not
invalidate the claim if it is shown that notice was given as soon as reasonably
possible.

What is the cost?
The annual premium for this agreement is shown on page 1 of this policy. If
this agreement terminates, the total annual premium for this policy will be
reduced by the amount shown.

What proof will be required?

You must furnish proof satisfactory to us that the insured is totally and
permanently disabled as defined in this agreement before any premiums will be
waived or refunded. We will from time to time also require additional proof
satisfactory to us that the insured continues to be totally and permanently
disabled. We may also require the insured to submit to one or more physical
examinations at our expense. However, we will not require a physical
examination of the insured more frequently than once a year if the total
disability has continued for two years.

What if this policy lapses?
<PAGE>

If this policy lapsed for nonpayment of premium before notice of the insured's
total disability is received at our home office, premiums will be waived or
refunded only if the notice is received within one year after the due date of
the first unpaid premium. Also, the total disability must have commenced prior
to the due date of the unpaid premium or during the grace period allowed for the
payment of that premium.

When is this agreement incontestable?

This agreement is subject to the incontestability provision in this policy.
However, the contestable period for this agreement will be measured from the
effective date of this agreement.

Will this agreement increase your policy values or policy dividends?

No, this agreement will not increase the policy values of this policy nor will
it increase policy dividends.

When will this agreement terminate?

This agreement will terminate on:

(1) the date any premium due for this policy remains unpaid at the end of
the grace period; or

(2) the date this policy is continued as extended term insurance; or

(3) the date this policy is surrendered or terminates; or

(4) the date we receive your written request to cancel this agreement; or

(5) the policy anniversary nearest the insured's 60th birthday.

This agreement is effective as of the original policy date of this policy unless
a different effective date is shown here.

/s/ Coleman Bloomfield /s/ Robert J. Hasling
President Secretary

<PAGE>

Exhibit 99.A5k

Survivorship Life Agreement
- -------------------------------------------------------------------------------

This agreement is a part of the policy to which it is attached; it is subject to
all the terms and conditions of the policy.

What does this agreement provide?
This agreement gives you the right to increase the face amount of this policy,
without evidence of insurability, at the death of the designated life.

Who is the designated life?
The designated life is the person named as such in the application for this
agreement. The designated life may not be changed.

When may this right be exercised?
At the death of the designated life, you may exercise the right to increase the
face amount of this policy within the ninety days immediately following the
designated life's death. This ninety day period is the Option Period.

What will be the amount of the face amount increase?
The maximum face amount increase provided by this agreement is shown on page 1.
The maximum face amount increase will decrease each year according to the
schedule on page 1.

How do you exercise this right?
You must notify us in writing that you are exercising your right to increase the
face amount of this policy. You must also send us:

(1) proof satisfactory to us of the designated life's death; and

(2) a completed application for a face amount increase; and

(3) the first premium due for the increased policy

We must receive these requirements in our home office within the Option Period.

When will an increase in the face amount be effective?
If you exercise your right to increase the face amount of this policy, the
increase will be effective at the end of the Option Period.

How will we increase the face amount?
When we receive your written request to increase the face amount, along with the
premium for the increase, we will adjust this policy and issue a new page 1.

The adjustment will be subject to all the provisions of the Policy Adjustments
Section of this policy, except that there will be no age limitations on face
amount increases.

90-929 Survivorship Life Agreemeent Minnesota Mutual Life
<PAGE>

What will the premium be for the increase in the face amount?
It will be based on the age of the insured at the time of exercise, the plan of
insurance selected and the same premium classification applicable to the insured
at the time this policy is issued or at the time this agreement is added,
whichever is later.

What if the insured dies within the Option Period?
If the insured dies during the Option Period but not simultaneously with the
designated life, we will pay the maximum face amount increase to the beneficiary
of this policy.

What if the insured and the designated life die simultaneously?
If the insured and the designated life die at the same time or under
circumstances in which the order of death cannot be determined, we will pay one-
half of the maximum face amount increase to the beneficiary of this policy.

When does the increase in the face amount become incontestable?
The contestable and suicide period for the increase will be measured from the
effective date of this agreement.

What if the face amount of this policy decreases before the death of the
designated life?
If the face amount of this policy decreases, the maximum face amount increase
and the premium for this agreement will also be decreased proportionately.

What is the cost for this agreement?
The annual premium for this agreement is shown on page 1. If this agreement
terminates, the total annual premium for this policy will be reduced by the
amount shown for this agreement.

When is this agreement incontestable?
If this agreement is issued on the same date as this policy, it will be subject
to the incontestability provision in this policy, if this agreement is issued at
a date later than the policy, then this agreement will be contestable for two
years from the effective date of this agreement, but only as to the evidence of
insurability which we required to issue this agreement at the later date.

When will this agreement terminate?
This agreement will terminate on the earliest of:

(1) the date any premium due for this policy remains unpaid at the end of the
grace period; or

(2) the date this policy is surrendered or terminates; or

(3) the date this policy is continued as extended term or reduced-paid up
insurance; or

(4) the date we receive your written request to cancel this agreement; or
<PAGE>

(5) the date on which you exercise your right under this agreement to
increase the face amount of this policy; or

(6) the date of the death of the insured; or

(7) the end of the Option Period; or

(8) the policy anniversary when the maximum face amount increase, as shown on
page 1 decreases to zero.

This agreement is effective as of the policy date of this policy unless a
different effective date is shown here.

/s/ John A. Clymer /s/ Robert J. Hasling
President Secretary

<PAGE>

Exhibit 99.A5l

Accelerated Benefit Agreement
- --------------------------------------------------------------------------------

General Information

This agreement amends the policy to which it is attached and is subject to all
its terms and conditions.

What does this agreement provide?
This agreement provides for the payment of an accelerated benefit if the insured
has a terminal condition, as described below.

The accelerated benefit will be paid as a loan. The entire amount of the loan
will be due and payable at the death of the insured.

The receipt of any accelerated benefit may be taxable to you. You should seek
assistance from your personal tax advisor.

Definitions

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

death benefit
The face amount of this policy, plus any additional insurance provided by paid-
up additions, less any existing loans or indebtedness under the policy; we will
adjust the face amount for any policy loan interest paid or payable.

maximum accelerated benefit
The maximum amount of the death benefit we will pay if you are eligible under
this agreement. The maximum accelerated benefit will be 75% of the death
benefit.

physician
An individual who is licensed to practice medicine or treat illness in the state
in which treatment is received. This does not include you, the insured, or a
member of your or the insured's immediate family.

immediate family
The insured's or your spouse, child, parent, grandparent, grandchild, brothers
and sisters and their spouses.

Terminal Condition

What is a terminal condition?
A terminal condition is a condition caused by sickness or accident which
directly results in a life expectancy of 12 months or less.

92-931 Accelerated Benefit Agreement The Minnesota Mutual Life Insurance Company
<PAGE>

What evidence do we require of the insured's terminal condition?
We must be given evidence that satisfies us that the insured's life expectancy,
because of sickness or accident, is 12 months or less. That evidence must
include certification by a licensed physician.

Do we have the right to obtain independent medical verification?
Yes. We retain the right to have the insured medically examined at our own
expense to verify the insured's medical condition. We may do this as often as
reasonably required while an accelerated benefit is being considered or paid.

Payment of an Accelerated Benefit

What are the conditions for the payment of an accelerated benefit?
We will consider the payment of an accelerated benefit, subject to all of the
following conditions:

(1) your policy must be in force other than as extended term insurance and
all premiums due must be fully paid;

(2) you must apply in writing and in a form satisfactory to us;

(3) the policy must not be assigned, except to us as security for a loan;

(4) if the policy has an irrevocable beneficiary, that beneficiary must
consent to the payment of an accelerated benefit.

Is there a minimum or maximum amount for an accelerated benefit?
Yes. The minimum accelerated benefit we will pay is $10,000. The maximum
accelerated benefit is the less of $1,000,000 and 75% of the death benefit.

How will we pay the accelerated benefit?
We will pay the accelerated benefit in one sum or in any other mutually
agreeable manner.

To whom will we pay accelerated benefits?
All accelerated benefits will be paid to you unless you validly assign them.

How is your policy affected when you receive an accelerated benefit?
The accelerated benefit plus any accrued interest will be considered a loan to
you of a portion of the death benefit. After the accelerated benefit has been
paid, we do not expect that any further dividends will be declared on this
policy.

If the accelerated benefit, plus interest exceeds the loan value of your policy,
you will not be able to surrender the policy, or receive any further policy
loans.
<PAGE>

At the death of the insured, the entire amount of the loan and interest will be
due and payable. Any balance of the proceeds will be paid to the beneficiary of
your policy.

Can you repay an accelerated benefit?
Yes. The accelerated benefit may be repaid in full or in part at any time.

Is the request for an accelerated benefit voluntary?
Yes. An accelerated benefit is not intended to cause you to involuntarily reduce
the death proceeds ultimately payable to the named beneficiary. An accelerated
benefit will be made available to you on a voluntary basis only.

If you are required by law to use this option to meet the claims of creditors,
whether in bankruptcy or otherwise, you are not eligible for this benefit. If
you are required by a government agency to use this option to apply for, obtain,
or keep a government benefit or entitlement, you are not eligible for this
benefit.

Interest

Will interest be charged on the amount loaned as an accelerated benefit?
Yes. The accelerated benefit interest rate will be set quarterly on the first
day of each calendar quarter. It will not exceed the greater of the "published
monthly average" for the calendar month ending two months before the beginning
of the calendar quarter, or the policy loan interest rate.

The "published monthly average" means the Moody's Composite Average of Yields on
Bonds as published by the Moody's Investors Service. In the event this average
is no longer published, we will use a substantially similar average. The
interest rate charged on the portion of the accelerated benefit equal to the
loan value of the policy at the time the accelerated benefit is paid shall not
exceed the policy loan interest rate.

We will not notify you when we process the accelerated benefit what the interest
rate charge will be. The interest rate will not be changed during the course of
the accelerated benefit loan.

Interest is charged daily on the unpaid balance of any accelerated benefit; it
is payable annually in arrears. If you do not pay the interest on the
accelerated benefit when it is due, the unpaid interest will be added to the
accelerated benefit and charged the same rate of interest as your accelerated
benefit.

Additional interest will not accrue if the accelerated benefit plus accrued
interest equals the face amount.

Will it be necessary to continue to pay premiums if I receive an accelerated
benefit?
Yes. Once an accelerated benefit has been paid, you must keep the policy in
force until such time as the death benefit is payable or the entire accelerated
benefit is repaid to us. It will be necessary to continue to pay premiums to do
this. If premiums are not paid when due, we will pay them and add the premium
amounts to the accelerated benefit amount which must be repaid
<PAGE>

before any death benefits are payable. If the policy includes a waiver of
premium provision and the insured qualifies under that provision, we will waive
those premiums.

Termination of Agreement

When does this agreement terminate?
This agreement will terminate on the earliest of:

(1) the date any premium due for this policy remains unpaid at the end of
the grace period; or

(2) the date we receive your written request to cancel this agreement; or

(3) the date this policy matures, is surrendered, terminated or continued
in force as extended term or reduced paid-up insurance; or

(4) the date of the insured's death.

This agreement is effective as of the policy date of this policy unless a
different effective date is shown on page 1.

/s/ John A. Clymer /s/ Robert J. Hasling
President Secretary

<PAGE>
Exhibit 99.A5m

MINNESOTA MUTUAL LIFE SHORT TERM AGREEMENT

Agreement Date Applicable Coverage Short Term Premium
- --------------------------------------------------------------------------------

GENERAL
In consideration of the payment of the Short Term Premium shown above, the
Company hereby agrees to pay the death benefit provided by this agreement upon
receipt of due proof that an Insured Person has died while this agreement is in
effect.

APPLICABLE COVERAGE
This short term agreement provides temporary protection preceding another
coverage which shall be known as the Applicable Coverage. If the Applicable
Coverage is a policy, it shall be identified by the words "Entire Policy" in the
space above. If the Applicable Coverage is an agreement being added to a policy
already in force, it shall be identified by its form number in the space above.

INSURED PERSON
An Insured Person shall be that person or those persons to be insured under the
Applicable Coverage.

SHORT TERM PERIOD
This agreement shall take effect at the same time and subject to the same
conditions as those stated in the application for the Applicable Coverage
provided that wherever the words "first premium" appear therein, the words
"Short Term Premium" are substituted. This agreement shall terminate on the day
preceding the date of issue of the Applicable Coverage. However, a grace period
of 31 days will be allowed for payment of the first regular premium required
under the Applicable Coverage. This agreement shall continue in force during
the grace period. If death occurs during the grace period the unpaid premium
shall be deducted from the amount otherwise payable.

DEATH BENEFIT
This agreement applies to the life coverage on the lives of all Insured Persons.
The death benefit provided by this agreement shall be those benefits which would
have been payable under the Applicable Coverage had death taken place on its
date of issue, except that if an infant insured dies before attaining the age of
32 days, the amount shall be reduced to one-fourth the amount otherwise payable.

DISABILITY
Any total and permanent disability benefits provided under the Applicable
Coverage shall be included under this agreement.

E324 3-65
<PAGE>

CONTESTABLE AND SUICIDE PERIODS
The contestable and suicide periods for the Applicable Coverage shall be
measured from the date of this agreement.

This agreement is not in force unless countersigned by a Registrar.

/s/ Coleman Bloomfield
President

/s/ Robert J. Hasling
Secretary

Registrar

<PAGE>

Exhibit 99.A6a

CERTIFICATE OF SECRETARY

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Corporate seal
of The Minnesota Mutual Life Insurance Company this 5th day of February, 1986.

/s/ Robert J. Hasling
Secretary

(Seal)
<PAGE>

RE-INCORPORATION

"THE BANKERS LIFE ASSOCIATION OF MINNESOTA"

and

Change of Name to

"THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY"

"Resolved, that THE BANKERS LIFE ASSOCIATION OF MINNESOTA, hereby
authorizes and declares its Re-incorporation, and does hereby Re-incorporate
under and by virtue of Chapter One Hundred and Seventy-five (175), as amended,
of the General Laws of the State of Minnesota for the year Eighteen Hundred and
Ninety-five entitled 'An Act to Revise and Codify the Insurance Laws of the
State'; and to that end does hereby adopt the following Articles of
Incorporation, in lieu of, and as a substitute for, any and all Articles of
Incorporation, heretofore existing, viz:

ARTICLE I.

The future corporate name of this corporation is THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY.

ARTICLE II.

The location and Home Office of the Company is and shall be in the City of
Saint Paul, State of Minnesota.

ARTICLE III.

This Company is re-incorporated for the purpose of transacting and it
proposes, upon the Mutual Plan, to transact, the business of, and to make,
insurance upon the lives of individuals, and every insurance appertaining
thereto or connected therewith; to grant, purchase or dispose of annuities and
endowments of any kind whatsoever; and to take risks, and insure, against
accident to or sickness of persons.

It is proposed and intended that the duration and continuance of this
corporation and its corporate powers shall be perpetual, and that it shall have
perpetual succession.

ARTICLE IV.

By-laws not in conflict herewith or with the law, may be adopted, and from
time to time amended, repealed or abrogated in whole or in part, by the Board of
Trustees.
<PAGE>

ARTICLE V.

Except as herein otherwise expressly provided, all of the corporate powers
of the company shall be exercised and the amount of compensation of Officers and
Trustees shall be regulated by a Board of Trustees, and authority is vested in
the Board of Trustees to appoint, and delegate power and authority to, such
Officers, Servants and Agents as said Board shall by resolution or by-law
determine.

ARTICLE VI.

The Board of Trustees shall consist of at least five persons, and may
consist of a greater number, if the by-laws shall at any time so provide.
All of the members of the Board of Trustees shall be residents and
citizens of the State of Minnesota, until such time as the By-laws otherwise
provide.
The names of the members of the present Board of Trustees are CHARLES
H. BIGELOW, MAURICE AUERBACH, JOHN B. SANBORN, CRAWFORD LIVINGSTON and J.F.R.
Foss.

ARTICLE VII.

The first meeting of members hereafter shall be held at three o'clock in
the afternoon on the first Tuesday in March, A.D. Nineteen Hundred and Two at
the Home Office of the Company; provided, that a special meeting, or special
meetings of members may be held prior to said date upon due notice.

ARTICLE VIII.

The regular annual meeting of members shall be held at three o'clock in the
afternoon of the first Tuesday in March of each year, at the Home Office, for
the election of Trustees, whenever any are to be elected, and for the
transaction of such other business as may properly come before it.

ARTICLE IX.

Article ten of these Articles relates solely to a Guaranty Trust Fund
heretofore created by the deposits of members who became such under the
assessment plan.
ARTICLE X.

All amounts pledged to this Company to secure payment of assessments
occasioned by death of its members shall be used only for that purpose, and
meanwhile the same shall be and remain invested in United States Registered
Bonds, and shall constitute and be known as "The Guaranty Trust Fund". Such
bonds shall be made payable to this company, and shall be
<PAGE>

transferable or convertible only upon resolution of its Board of Trustees, and
such board shall have the exclusive charge and control thereof.

All interest realized from such bonds shall meanwhile be used to defray the
Company's operating expenses.

This article shall never be amended or in any way at all changed
without the consent of every member of this Company, to be given in writing,
signed by him and filed with the Company's Secretary, and reciting in full the
proposed amendment or change.

ARTICLE XI.

These Articles may be amended at any time to any extent, not in violation
of law, by resolution adopted by a two-thirds vote of all the votes cast by the
members at any special meeting lawfully called for that purpose, or by such two-
thirds vote at any regular meeting of the members."

<PAGE>

Exhibit 99.A6b

BY-LAWS

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

ST. PAUL, MINNESOTA

As Amended by Resolution of the Board of
Trustees
July 22, 1994

<PAGE>

BY-LAWS
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I. MEMBERS
Section 1. Regular Annual Meetings. . . . . . . . . 1
Section 2. Special Meetings . . . . . . . . . . . . 1
Section 3. Number of Votes. . . . . . . . . . . . . 2
Section 4. Proxies. . . . . . . . . . . . . . . . . 2
Section 5. Quorum . . . . . . . . . . . . . . . . . 2
Section 6. Presiding Officer and Recording
of Minutes . . . . . . . . . . . . . . . 3

ARTICLE II. BOARD OF TRUSTEES
Section 1. Composition of the Board of Trustees . . 3
(a) Number of Trustees . . . . . . . . . . . . 3
(b) Qualifications . . . . . . . . . . . . . . 4
(c) Election . . . . . . . . . . . . . . . . . 4
(d) Term of Office of Elected Trustee. . . . . 4
(e) Appointment by the Board . . . . . . . . . 5
Section 2. Meetings of the Board. . . . . . . . . . 5
(a) Place of Meetings. . . . . . . . . . . . . 5
(b) Regular Meetings . . . . . . . . . . . . . 5
(c) Special Meetings . . . . . . . . . . . . . 6
(d) Notice . . . . . . . . . . . . . . . . . . 6
(e) Quorum . . . . . . . . . . . . . . . . . . 7
(f) Action without Meeting . . . . . . . . . . 7
Section 3. Removal. . . . . . . . . . . . . . . . . 7
Section 4. Chair of the Board . . . . . . . . . . . 8
Section 5. Compensation . . . . . . . . . . . . . . 8

ARTICLE III. COMMITTEES OF THE BOARD
Section 1. Standing and Other Committees
of the Board . . . . . . . . . . . . . 9
(a) Creation of Committees . . . . . . . . . . 9
(b) Appointments . . . . . . . . . . . . . . . 9
(c) Qualifications . . . . . . . . . . . . . . 9
(d) Committee Chairs. . . . . . . . . . . . . 10
(e) Meetings. . . . . . . . . . . . . . . . . 10
(f) Quorum. . . . . . . . . . . . . . . . . . 10
(g) Vacancies . . . . . . . . . . . . . . . . 11
(h) Minutes and Reports . . . . . . . . . . . 11
Section 2. Audit Committee . . . . . . . . . . . . 11
Section 3. Corporate Governance and Public
Affairs Committee . . . . . . . . . . . 12
Section 4. Executive Committee . . . . . . . . . . 14
Section 5. Investment Committee. . . . . . . . . . 14
Section 6. Personnel and Compensation Committee. . 15
</TABLE>

<PAGE>

<S> <C>
Page
----
ARTICLE IV. OFFICERS
Section 1. Number . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2. Election . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3. Term of Office . . . . . . . . . . . . . . . . . . . . . 17
Section 4. Removal. . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 5. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6. Duties of Officers . . . . . . . . . . . . . . . . . . . 18
(a) Chief Executive Officer . . . . . . . . . . . . . . . . . . 18
(b) President . . . . . . . . . . . . . . . . . . . . . . . . . 18
(c) Vice Presidents . . . . . . . . . . . . . . . . . . . . . . 19
(d) Secretary . . . . . . . . . . . . . . . . . . . . . . . . . 19
(e) Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . 20
(f) Controller . . . . . . . . . . . . . . . . . . . . . . . . 20
(g) Actuary . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(h) Other Officers . . . . . . . . . . . . . . . . . . . . . . 20
Section 7. Absence or Disability . . . . . . . . . . . . . . . . . . 21

ARTICLE V. DISPOSITION OF FUNDS AND INVESTMENTS
Section 1. Fund and Investments . . . . . . . . . . . . . . . . . . 21
Section 2. Deposits . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE VI. INDEMNIFICATION
Section 1. Trustees and Officers. . . . . . . . . . . . . . . . . . 22
Section 2. Employees and Agents . . . . . . . . . . . . . . . . . . 23
Section 3. Insurance. . . . . . . . . . . . . . . . . . . . . . . . 24
Section 4. Other Indemnification Permitted. . . . . . . . . . . . . 24

ARTICLE VII. CORPORATE SEAL. . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE VIII. AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 25
</TABLE>
<PAGE>

BY-LAWS

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

ST. PAUL, MINNESOTA

As Amended by Resolution

of the Board of Trustees

July 22, 1994

ARTICLE I

MEMBERS

Section 1. Regular Annual Meetings. The regular annual meeting of members
shall be held at three o'clock in the afternoon of the first Tuesday in March of
each year, at the Home Office of the Company, as required by Article VIII of the
Articles of Re-incorporation. Notice of the meeting shall be as prescribed in
Section 61A.32 of Minnesota Statutes, as amended from time to time.

Section 2. Special Meetings. A special meeting of the members may be
called at any time by the Board of Trustees or by the joint action of either the
Chair of the Board or the Chief Executive Officer and not less than three other
Trustees. The Secretary shall give notice of the special meeting by causing to
be mailed to each member, at the member's address then appearing on the books of
the Company, a notice of the time, place and purpose of the meeting at least
thirty days before the date set for the meeting.

-1-
<PAGE>

Section 3. Number of Votes. At each meeting of the members, every person
insured by this Company will be a member entitled to one vote, and one
additional vote for each one thousand dollars of insurance in excess of the
first one thousand dollars, subject to a maximum of one hundred votes; provided,
however, that, in the case of group insurance, voting rights shall be determined
by Section 61A.32 of Minnesota Statutes, as amended from time to time. The
Company has no cumulative voting.

Section 4. Proxies. Any member may vote by proxy at any meeting of
members. 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 or may provide that it
will be in effect until revoked. A proxy may be revoked by a member at any time
by written notice to the Secretary, 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 member at any meeting of the members.

Section 5. Quorum. Insurance of an amount not less than One Hundred
Million Dollars, represented in person or by proxy, or partly in person and
partly by proxy, shall constitute a quorum at any regular or special meeting of
members. In the

-2-
<PAGE>

absence of a quorum, those members present may adjourn the meeting from time to
time until a quorum shall be present. If a quorum is present when a duly called
or held meeting is convened, the members present may continue to transact
business until adjournment, even though member(s) may have left the meeting so
that less than a quorum is present at the meeting.

Section 6. Presiding Officer and Recording of Minutes. Meetings of the
members shall be presided over by the Chair of the Board, if present, otherwise
by the Chief Executive Officer, if present, otherwise by the President, if
present, otherwise by a Vice President; provided that if none of those
designated are present, then by a chair to be chosen by a majority of the
members who are present in person or by proxy. The Secretary, if present,
otherwise an Assistant Secretary, shall record the minutes of every meeting;
provided that if none of those designated are present, then a person to record
the minutes of that meeting shall be chosen by a majority of the members who are
present in person or by proxy.

ARTICLE II

BOARD OF TRUSTEES

Section 1. Composition of the Board of Trustees. The composition of the
Board of Trustees shall be as follows:

(a) Number of Trustees. The property, affairs and business of the Company
shall be managed by a Board of Trustees which shall consist of not fewer than
five (as required by

-3-
<PAGE>

Article VI of the Articles of Re-incorporation) or more than sixteen persons,
the number of which for each year shall be determined by the members at their
regular annual meeting. The person or persons who hold the offices of Chief
Executive Officer and President shall, without the necessity of election, be
Trustees by virtue of the office.

(b) Qualifications. Trustees need not be members of the Company, nor
residents or citizens of Minnesota. Additional qualifications for initial or
continued Board membership may be prescribed from time to time by the Board.

(c) Election. Except as otherwise provided in these By-Laws, Trustees
shall be elected at regular annual meetings of the members. Nominations for the
office of Trustee shall be made before voting for that office commences. Votes
for persons not so nominated shall be disregarded. The election of each Trustee
shall be by a plurality of the votes cast for the office. In the event the
members fail to elect nominees to fill all of the offices to be elected, then
the Board of Trustees shall have the authority to choose qualified persons to
fill such office or offices by appointment as provided in Section 1(e) of this
Article II.

(d) Term of Office of Elected Trustee. The term of office of each elected
Trustee shall be to such of the next three regular annual meetings of the
members as is stated in his or her nomination, or, if none is stated, to the
third such meeting following the date of his or her election, or until his

-4-
<PAGE>

or her earlier death, resignation or removal. No Trustee shall be elected to the
Board for a term of office which extends beyond the annual meeting of members
which coincides with or next follows his or her seventieth birthday.

(e) Appointment by the Board. If the office of any Trustee is not filled
by the members at a regular annual meeting of members, a majority of the
Trustees may choose a person to fill that office. If the office of any Trustee
becomes vacant for any reason, a majority of the remaining Trustees may choose a
successor. Each Trustee so chosen shall hold office until the next regular
annual meeting of the members. Not more than one-third of the maximum number of
Trustees may be so chosen by the Board between regular annual meetings of the
members.

Section 2. Meetings of the Board. Meetings of the Board of Trustees shall
be as follows:

(a) Place of Meetings. Meetings of the Board may be held either within or
without the State of Minnesota.

(b) 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 Trustee not

-5-
<PAGE>

less than twenty-four hours prior to the time of that regular meeting.

(c) 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 Trustees. Except as
otherwise provided, notice of a special meeting shall be given to each Trustee
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 Trustee. Notice of at least six hours
prior to the meeting time is required if all Trustees are personally either
served with a written notice or contacted by telephone. Notice need not be
given to the Trustees of adjourned special meetings. Also, special meetings may
be held at any time without notice if all of the Trustees 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.

(d) Notice. All notices of meetings of the Board required to be given
under these By-Laws shall be given either by the person or persons who called
the meeting, or by the Secretary, or, in his or her absence, by an Assistant
Secretary.

-6-
<PAGE>

(e) Quorum. A majority of the Trustees shall constitute a quorum for the
transaction of business at any meeting of the Board. In the absence of a
quorum, those Trustees present may adjourn the meeting from time to time until a
quorum shall be present. Except as otherwise provided in these By-Laws, the
acts of a majority of the Trustees present at any meeting at which a quorum is
present shall be the acts of the Board. The Trustees present at a duly called
or held meeting at which a quorum is present, may continue to transact business
until adjournment, even though Trustee(s) may have left the meeting so that less
than a quorum is present at the meeting.

(f) Action without Meeting. Any action which may be taken at a meeting of
the Board may be taken without a meeting if a consent in writing, setting forth
the actions to be taken, shall be signed by all of the Trustees. The action so
taken shall be effective on the date on which the last signature is placed on
the writing or writings, or on such earlier effective date as is stated in the
writing.

Section 3. Removal. A member of the Board of Trustees who fails to meet
the standards set by the Board for Board members, or who is deemed by the
remaining members of the Board to be untrustworthy, or incapable by reason of
total and permanent disability of fulfilling the duties of his or her office,
may be removed from office by the unanimous vote of the remaining Trustees then
in office.

-7-
<PAGE>

Section 4. Chair of the Board. The Board of Trustees shall elect annually
from among its members a Chair of the Board. The Chair of the Board shall
continue to serve at the will and pleasure of the Board, for the term of his or
her election or until his or her prior death, resignation, or removal from the
Board. The Chair of the Board shall preside at meetings of the members, of the
Board and of the Executive Committee. In addition, the Chair shall have such
other powers, duties and responsibilities as may be determined and assigned by
the Board or these By-Laws.

Section 5. Compensation. Except as provided in this Section, Trustees
shall be entitled to reasonable compensation for their services, and to
reimbursement for reasonable expenses incurred, as Trustees and as members of
committees of the Board. The amount of compensation shall be set from time to
time by resolution of the Board of Trustees. Except as otherwise expressly
provided by the Board, no such compensation or reimbursement shall be paid to an
officer of the Company who also serves as a Trustee. Any Trustee receiving
compensation under this Section shall not be barred from serving the Company in
a non-officer capacity and receiving reasonable compensation for such other
services.

-8-
<PAGE>

ARTICLE III

COMMITTEES OF THE BOARD

Section 1. Standing and Other Committees of the Board. The Board of
Trustees shall have the following committees:

(a) Creation of Committees. The following designated standing committees
of the Board are hereby authorized and created: Audit, Corporate Governance and
Public Affairs, Executive, Investment, and Personnel and Compensation. 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.

(b) Appointments. Except as provided in Section 4 of this Article III,
the members of each standing Board committee shall consist of those Trustees
appointed by the Board of Trustees. Each Trustee 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.

(c) Qualifications. Each Trustee is qualified to be appointed and
successively reappointed to one or more committees, except that a Trustee who
also acts as an officer or employee of the Company shall not serve as a member
of the Audit Committee.

-9-
<PAGE>

(d) Committee Chairs. The Board shall appoint one of the members of each
of the Board committees, except the Executive Committee, 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.

(e) 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, except
that the Executive Committee is not subject to a minimum number of meetings
requirement.

(f) 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 Trustees to serve as members of the committee only
for that meeting, so as to obtain a quorum. If the Board makes the

-10-
<PAGE>

requested appointments, any action so taken at the committee meeting shall be
valid and binding.

(g) Vacancies. In the case of the death, resignation or removal of a
member of a committee, the Board may appoint another Trustee 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.

(h) Minutes and Reports. Each committee shall keep a written record of
its acts and proceedings and shall submit that record to the Board of Trustees
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 the Corporate Governance and Public
Affairs, Executive, and Personnel and Compensation Committees shall be recorded
by the Secretary. The minutes of each of the other committees shall be recorded
by the person designated by the chair of that committee.

Section 2. Audit Committee. The Audit Committee shall consist of not
fewer than four non-management Trustees and shall have the following powers and
duties:

-11-
<PAGE>

(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 Committee reviews and
recommendations resulting therefrom.

Section 3. Corporate Governance and Public Affairs Committee. The
Corporate Governance and Public Affairs Committee shall consist of not fewer
than four Trustees and shall have the following powers and duties:

-12-
<PAGE>

(a) Annually review the size and composition of the Board.

(b) Periodically develop and recommend to the Board the standards to be
met by persons selected for nomination to the Board.

(c) Prior to the annual meeting of members each year, recommend to the
Board a slate of persons to be nominated to serve on the Board for whom the
Company should solicit proxies.

(d) On the recommendation of the Chair of the Board or the Chief Executive
Officer, review the ongoing affiliation with the Board of any member who fails
to meet the standards set by the Board for Board members, or who is deemed by
the remaining members of the Board to be untrustworthy, or incapable by reason
of total and permanent disability of fulfilling the duties of his or her office.

(e) Periodically, review the powers and duties of Board committees.

(f) Annually review and approve the methods and levels of compensation for
members of the Board, including but not limited to benefit plans and
compensation deferral plans; and review and make changes in the method and
timing of benefits for individuals covered under any such plans in accordance
with the terms of such plans.

(g) Annually review and approve the contributions policy.

(h) Annually review Company contributions to be made to the foundation.

-13-
<PAGE>

(i) Review Company's code of ethics and conflict of interest disclosures.

(j) Review Company policy on major issues in areas of social
responsibility and public affairs, including such matters as voting and
solicitation of proxies, "social purpose" investments, and other like matters as
may properly come before it.

(k) Periodically review Company by-laws.

(l) Advise the Board of the results of Committee reviews and
recommendations resulting therefrom.

Section 4. Executive Committee. The Executive Committee shall consist of
the Chairs of the other standing Board committees and the Chair of the Board
and, in the interim between meetings of the Board, shall have and exercise all
of the powers and authority of the Board (including the determination of whether
a person is entitled to indemnification under Article VI of these By-Laws as
required by Section 300.083, Subdivision 6(b) of Minnesota Statutes, as amended
from time to time), except the Committee shall not:

(a) alter or amend the By-Laws;

(b) make appointments to the Board of Trustees;

(c) elect, appoint or terminate the Chairman of the Board, Chief Executive
Officer, President, any Vice President, Secretary, or Treasurer.

Section 5. Investment Committee. The Investment Committee shall consist
of not fewer than four Trustees and

-14-
<PAGE>

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 Company investments, the
procedures for the valuation of real estate owned by the Company and commercial
loans held by the Company, 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, except policy loans, 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 6. Personnel and Compensation Committee. The Personnel and
Compensation Committee shall consist of not fewer than four Trustees and shall
have the following powers and duties:

(a) For senior management, annually review performance and total
compensation, including salary, bonus plans, employee benefits and perquisites.
Senior management is defined as Chief Executive Officer, Chief Operating
Officer, President and all vice presidents. Approve and report to the Board for
ratification total compensation for the Chief Executive

-15-
<PAGE>

Officer, President and Chief Operating Officer. Approve total compensation for
the vice presidents.

(b) Review qualifications of candidates for election as officers of the
Company. Recommend to the Board for approval officer candidates for the
positions of Chief Executive Officer, Chief Operating Officer, President, all
vice presidents, controller, secretary, treasurer, assistant secretary and
assistant treasurer.

(c) Periodically review succession plans for Chief Executive Officer,
Chief Operating Officer and senior vice presidents.

(d) Review and report to the Board organization changes that have
significant Company and business impact.

(e) Review and approve special employment or compensation contracts for
active, retired or terminated employees.

(f) Annually review and approve salary policies for Company employees.

(g) Annually review and recommend to the Board a PSP distribution to
covered employees.

(h) Periodically review and approve changes to compensation deferral plans
for officers and employees, including the designation of plan trustees and plan
administrators. Review and make changes in the method of timing of benefits for
individuals covered under any of said plans in accordance with the terms of said
plans. Annually determine and approve the interest crediting rates for amounts

-16-
<PAGE>

held under deferred compensation plans for officers, employees and Trustees and
make any other determination necessary or advisable in the administration of
those plans.

(i) Periodically review and approve major changes to benefit plans.

(j) Annually review programs and progress made for developing diversity at
all levels of the Company and submit findings to the Board.

ARTICLE IV

OFFICERS

Section 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 Trustees from time to time may
deem necessary. One individual may hold two or more offices, except that of
President and Secretary.

Section 2. Election. Officers shall be elected or appointed by the Board
of Trustees.

Section 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.

-17-
<PAGE>

Section 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 Trustees then in office.

Section 5. Vacancies. Any vacancy in any office from any cause may be
filled by the Board of Trustees at its next meeting.

Section 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 Trustees, 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 Trustees. 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

-18-
<PAGE>

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 Trustees 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, Group Vice President, Assistant 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, the Board of Trustees, the Corporate Governance and
Public Affairs Committee, the Executive Committee and the Personnel and
Compensation Committees 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 otherwise specifically

-19-

<PAGE>

provided in these By-Laws, 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
Trustees shall have those powers and perform those duties as from time to time
may be assigned by the Chief Executive Officer.

-20-
<PAGE>

Section 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
Trustees from time to time may delegate the powers and duties of such officer to
any other officer, or any Trustee, or any other person whom they may select.

ARTICLE V

DISPOSITION OF FUNDS AND INVESTMENTS

Section 1. Funds and Investments. All funds and investments of the
Company shall be held in the name of "The Minnesota Mutual 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.

Section 2. Deposits. The Board of Trustees 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.

-21-
<PAGE>

ARTICLE VI

INDEMNIFICATION

Section 1. Trustees and Officers. To the fullest extent permitted by
applicable Minnesota Statutes, as amended from time to time, the Company shall
indemnify each person (and the legal representatives of the person) who has
been, or is, a Trustee or officer of the Company. This indemnification shall
extend to all judgments, penalties, and fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorney's fees and
disbursements incurred by the person in connection with the defense of a
threatened, pending, or completed claim, action, suit or other proceeding,
whether it be civil, criminal, administrative, arbitration, or investigative
proceeding. This shall include any proceeding by or in the right of the Company,
in which the person becomes involved as a party or otherwise by reason of his or
her being or having been a Trustee or officer of the Company or who, while a
Trustee or officer of the Company, is or was serving at the request of the
Company or whose duties in that position involve or involved service as a
director, officer, partner, trustee, employee, or agent of another organization
or of an employee benefit plan. However, indemnification for appeals from any
determination in a proceeding shall be subject to prior approval of the Board by
Trustees.

-22-
<PAGE>

Section 2. Employees and Agents. Subject to the provisions of applicable
Minnesota Statutes, as amended from time to time, the Board of Trustees may, but
need not, decide to indemnify a person (and the legal representatives of the
person), other than a Trustee or officer, who has been or is an employee or
agent of the Company. The indemnification, if any, shall extend to all
judgments, penalties, and fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorney's fees and
disbursements incurred by the person in connection with the defense of a
threatened, pending, or completed claim, action, suit or other proceeding,
whether it be civil, criminal, administrative, arbitration, or investigative
proceeding. This shall include any proceeding by or in the right of the Company,
in which the person becomes involved as a party or otherwise by reason of his or
her being or having been an employee or agent of the Company or who, while an
employee or agent of the Company, is or was serving at the request of the
Company or whose duties in that position involve or involved service as a
director, officer, partner, trustee, employee or agent of another organization
or of an employee benefit plan. Also, indemnification for appeals from any
determination in a proceeding, where indemnification was previously granted by
the Board, shall be subject to prior approval by the Board.

-23-
<PAGE>

Section 3. Insurance. The Board of Trustees may authorize the purchase
and maintenance of such form or forms of insurance as the Board may deem
necessary or prudent to indemnify the Company and/or those persons who have
been, are or may be Trustees, officers, employees, or agents of the Company, or
who, while a Trustee, officer, employee or agent of the Company, is or was
serving at the request of the Company as a director, officer, partner, trustee,
employee, or agent of another organization or of an employee benefit plan
against any liability asserted against and incurred by the person in or arising
from that capacity, whether or not the Company would have been required to
indemnify the person against the liability under the provisions of this Article
VI or under applicable Minnesota Statutes, as amended from time to time.

Section 4. Other Indemnification Permitted. Nothing contained in this
Article shall affect the rights to indemnification to which Company personnel
other than Trustees and officers may be entitled by contract or otherwise under
law.

ARTICLE VII

CORPORATE SEAL

The corporate seal of this Company shall be the words "Corporate Seal"
encircled with the words "The Minnesota Mutual Life Insurance Company".

-24-
<PAGE>

ARTICLE VIII

AMENDMENTS

By the affirmative vote of a majority of the Board of Trustees, these By-
Laws, or any part thereof, may be amended, repealed, or abrogated.

-25-

<PAGE>

Exhibit 99.A10a
================================================================================

MINNESOTA MUTUAL APPLICATION PART 1

- --------------------------------------------------------------------------------
The Minnesota Mutual Life Insurance Company . Individual Policy Issues . 400
Robert Street North . St. Paul, Minnesota 55101-2098
ALL APPLICATIONS
<TABLE>
<CAPTION>
<S> <C>
PERSONAL INFORMATION
Proposed Insured's Name (Last, First, Middle Initial) Date of Birth (Mo., Day, Yr.)

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

[_] Check if new address and
you want our records to
Street address or RFD route reflect this.
- ------------------------------------------------------------------------------------------------------------------------------------

City or Town County State Zip Code
- ------------------------------------------------------------------------------------------------------------------------------------

Sex [_] M [_] F Social Security Number Birthplace (State or Country)
- ------------------------------------------------------------------------------------------------------------------------------------

Driver's License Number Indicate here for special dating
- ------------------------------------------------------------------------------------------------------------------------------------

Employer's name
- -----------------------------------------------------------------------------------------------------------------------------------

[_] Check box if mail to be
Business address sent to business address
- ------------------------------------------------------------------------------------------------------------------------------------

City or Town County State Zip Code
- ------------------------------------------------------------------------------------------------------------------------------------

LIFE INSURANCE

Occupational title Years in occupation Income $
- ------------------------------------------------------------------------------------------------------------------------------------
BASE POLICY INFORMATION
Basic Face amount $ Product Total annual premium or plan
- ------------------------------------------------------------------------------------------------------------------------------------
PREMIUMS PAYABLE: [_] Automatic Payment Plan PREMIUMS PAID BY:
[_] Annual [_] Direct Monthly [_] Proposed Insured
[_] Semi-annual [_] List Bill # ______________ [_] Employer
[_] Quarterly [_] Payroll Deduction # ___________ [_] Other (indicate name and address in
Additional Remarks, pg. 10.)
Non-Repeating Premium

Amount? _______________ Include at issue? ___________________
($500.00 Minimum required)
If billable: Amount _________________ Frequency __________________
($200.00 Minimum per billing with a $2,400.00 minimum annual base premium.)
ADDITIONAL BENEFITS AND AGREEMENTS
[_] Additional Insured Agreement(Complete F.41056.33)..............................................$_________________
[_] Family Term - Children's Agreement (Complete F.41056.33).......................................$_________________
[_] Accidental Death Benefit ......................................................................$_________________
[_] Face Amount Increase Agreement ................................................................$_________________
[_] Additional Term Protection (Authomatically includes FX Dividend option)........................$_________________
[_] Policy Enhancement Rider (if available) ________% (Indicate a whole number between three & ten Percent)
[_] Automatic Premium Loan (if available)
[_] Guaranteed Protection Waiver (if available)
[_] Waiver of Premium Agreement (if available)
[_] Accelerated Benefits Agreement (Complete Outline of Coverage F.44244)
[_] Omit COL (if available)
[_] Adjustable Survivorship Life $ ___________ Designated Insured ________________________________________________________________
Automatic Election Option: [_]Yes [_]No
[_] Other ________________________________________________________________________________________________________________________
</TABLE>
<PAGE>

DIVIDEND INFORMATION

Dividend Option __________________________________________________

Unless otherwise requested, dividends will be used to purchase: paid-up
additions on permanent plans, policy or plan improvement on Adjustable Life, and
accumulations on term plans.

REPLACEMENT

Will you systematically borrow, lapse, replace or surrender any existing life
insurance or annuity? [_] Yes [_] No
If yes, please indicate which coverage will be replaced in the box and submit
replacement forms where required.

LIFE INSURANCE IN FORCE AND PENDING. Life Insurance on Proposed Insured: (if
none, insert "None").

Year Type of Full Company Policy Business/ Pending? Will it be
Issued Amount Coverage Name Number Personal Yes No Replaced?
- --------------------------------------------------------------------------------

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

BENEFICIARIES

Beneficiaries: Beneficiaries may be labeled class 1, 2, or 3; the class
determines the order in which death proceeds should be paid. If there is more
than one surviving Beneficiary in the same class, they will share benefits
equally, unless we are told otherwise. The Owner may change any Beneficiary
unless designated "Irrevocable" below. All of this is subject to the complete
Beneficiary provisions in the policy. If the Beneficiary is a Trust, please
indicate the date it was established and give its complete name.

Print Given Name, Middle Initial and Surname
(If Corporate Beneficiary, give full name and Relationship to
Class State of Incorporation) Insured
- --------------------------------------------------------------------------------

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

ADDITIONAL REMARKS FOR POLICY ISSUES OR UNDERWRITING:

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

<PAGE>

Exhibit 99.A10B
================================================================================

MINNESOTA MUTUAL APPLICATION PART 3
AGREEMENTS, CERTIFICATION AND AUTHORIZATION
- --------------------------------------------------------------------------------
The Minnesota Mutual Life Insurance Company . 400 Robert Street North . St.
Paul, Minnesota 55101-2098
- --------------------------------------------------------------------------------
Proposed Insured's Name (Last, First, Middle Initial)
[_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_]

AGREEMENTS/CERTIFICATION: I have read, or had read to me the statements and
answers recorded on Part 1 and Part 2 of my application. They are given to
obtain this insurance and are, to the best of my knowledge and belief, true and
complete and correctly recorded. I understand that any false statement or
misrepresentation on this application may result in loss of coverage under this
policy subject to the Time Limit on Certain Defenses, incontestability
provision, and legal proceedings. I agree that they will become part of this
application and any policy issued on it. The insurance applied for will not take
effect unless the policy is issued and delivered and the full first premium is
paid while the health of the Proposed Insured remains as stated in Part 1 and
Part 2 of the application. IF SUCH CONDITIONS ARE MET THE INSURANCE WILL TAKE
EFFECT AS OF THE POLICY DATE SPECIFIED IN THE POLICY; THE ONLY EXCEPTION TO THIS
IS PROVIDED IN THE RECEIPT AND TEMPORARY LIFE INSURANCE AGREEMENT, AND THE
CONDITIONAL HEALTH RECEIPT, ISSUED IF THE PREMIUM IS PAID IN ADVANCE. No deposit
has been made nor any premium paid on the policy applied for, either in cash or
by extension of credit, except as stated on this application.

VARIABLE ADJUSTABLE LIFE: I also agree that if this application is for a
Variable Adjustable Life policy, that Minnesota Mutual, if it is unable for any
reason to collect funds for units which have been allocated to a sub-account
under the policy applied for, may redeem for itself the full value of such
units. If such units are no longer available, it may recover that value from any
other units of equal value available under the policy.

I UNDERSTAND THAT THE AMOUNT OR THE DURATION OF THE DEATH BENEFIT (OR BOTH) OF
THE POLICY APPLIED FOR MAY INCREASE OR DECREASE DEPENDING ON THE INVESTMENT
RESULTS OF THE SUB-ACCOUNTS OF THE SEPARATE ACCOUNT. I UNDERSTAND THAT THE
ACTUAL CASH VALUE OF THE POLICY APPLIED FOR INCREASES AND DECREASES DEPENDING ON
INVESTMENT RESULTS. THERE IS NO MINIMUM ACTUAL CASH VALUE FOR POLICY VALUES
INVESTED IN THESE SUB-ACCOUNTS.

AUTHORIZATION: I authorize any physician, medical practitioner, hospital, clinic
or other health care provider, insurance or reinsuring company, consumer
reporting agency, the Medical Information Bureau, Inc. (MIB), or employer which
has any records or knowledge of the physical or mental health of me or my minor
children, to give all such information and any other nonmedical information
relating to such persons to Minnesota Mutual or its reinsurers. This shall
include ALL INFORMATION as to any medical history, consultations, diagnoses,
prognoses, prescriptions or treatments and tests, including information
regarding alcohol or drug abuse, sickle cell disease and AIDS or AIDS-related
conditions. To facilitate rapid submission of such information, I authorize all
said sources, except MIB, to give such records or knowledge to any agency
employed by Minnesota Mutual to collect and transmit such information.

I understand this information is to be used for the purpose of determining
eligibility for insurance and may be used for determining eligibility for
benefits. I understand this information may be made available to Underwriting,
Claims and support staff of Minnesota Mutual. I authorize Minnesota Mutual or
its reinsurers to release any such information to reinsuring companies, the MIB,
or other persons or organizations performing business or legal services in
connection with my application, claim or as may be otherwise lawfully required
or as I may further authorize.

I agree this authorization shall be valid for twenty-six months from the date it
is signed.

I understand that I have the right to request and receive a copy of this
authorization and that a photocopy of this authorization shall be as valid as
the original.

I acknowledge that I have been given the Minnesota Mutual Consumer Privacy
Notice. (Notice Regarding Consumer Reports and Notice Regarding Medical
Information Bureau, Inc.)

Proposed Insured X Date signed
---------------------------- ---------
City State
------ ---

Signature of Applicant (if other than Proposed Insured)
Give title if signed on behalf of a buinsess
X
- -------------------------------------------------------

D.O.B. of Applicant
(if other than Proposed Insured)
-------------------------------------

Witness/Registered Representative (licensed resident agent)

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

Signature of Parent, Conservator or Guardian (on juvenile applications)
X
- -------------------------------------------------------------------------

<PAGE>
Exhibit 99.A10C
================================================================================

MINNESOTA MUTUAL POLICY CHANGE APPLICATION PART 1
UNDERWRITING REQUIRED

- --------------------------------------------------------------------------------
The Minnesota Mutual Life Insurance Company . Individual Policyowner Services .
400 Robert Street North . St. Paul, Minnesota 55101-2098
- --------------------------------------------------------------------------------
ALL APPLICATIONS
PERSONAL INFORMATION
- --------------------------------------------------------------------------------
POLICY NUMBER(S) INSURED'S BIRTHPLACE (State or Country)

- --------------------------------------------------------------------------------
INSURED'S NAME INSURED'S SOCIAL SECURITY NUMBER

- --------------------------------------------------------------------------------
INSURED'S OCCUPATION INSURED'S INCOME

- --------------------------------------------------------------------------------
OWNER'S NAME OWNER'S SOCIAL SECURITY/TAX I.D. NUMBER

- --------------------------------------------------------------------------------
OWNER'S ADDRESS (Street, City, State, Zip) [_] Check if new address and you
want our records to reflect
this.
- --------------------------------------------------------------------------------
EFFECTIVE DATE [_] Current AMOUNT SUBMITTED POLICY SENT
OF CHANGE [_] Other (Indicate $ [_] Receipt [_] Yes [_] No
month and reason) given
- --------------------------------------------------------------------------------
LIFE INSURANCE (ALL PRODUCTS)

FACE/PREMIUM ADJUSTMENTS

[_] Change face amount to $ ___________________________________________________

[_] Change annual premium amount to $ _________________________________________

Premiums payable

[_] Annual [_] Semi-annual

[_] Quarterly [_] Direct Monthly

[_] APP/LIST BILL/PRD # ___________________________________________________

[_] Change plan of insurance to _______________________________________________

[_] Credit a Non-Repeating Premium of $ _______________________________________

[_] Increase face by Non-Repeating Premium amount

[_] Do not increase face by Non-Repeating Premium amount

[_] All or part of the Non-Repeating Premium is the result of surrendering
or borrowing the cash value of another policy(ies)
(Complete Replacement Section, page 2)

If billable: Amount $ ______________________________________________
($500.00 Minimum required)

Frequency _____________________________________________
($200.00 Minimum per billing with a
$2,400.00 minimum annual base premium.)

[_] Cash withdrawal of $ __________________________________________________
(Complete Withholding Election on page 2)

[_] Maintain same face amount

[_] Reduce face amount

Send check direct to client [_] Yes [_] No

F.44096 2-92

PRODUCT ADJUSTMENTS (Policy required - if policy lost, see page 10)

[_] Convert term insurance at attained age to:

[_] Adjustable Life [_] Variable Adjustable Life

[_] Partial conversion:

[_] Retain balance [_] Surrender balance

[_] Conversion of term agreement:

Name __________________________________________________________________

[_] Rollover at attained age to:

[_] Adjustable Life [_] Variable Adjustable Life
(loans will be eliminated)

Please note: Waiver will be a separate premium charge. Loan interest rate
will be 8%.

[_] Combined policies and rollover at attained age to:

[_] Adjustable Life [_] Variable Adjustable Life
(loans will be eliminated)

Please note: Waiver will be a separate premium charge. Loan interest rate
will be 8%. Policies must have same beneficiary and owner.
Complete F.17092-2a, page 15 if needed.

[_] Eliminate policy loan
(Complete Withholding Election on page 2)

[_] Maintain same face amount

[_] Reduce face amount

Please note: Dividend additions and accumulations will be surrendered
first.

<PAGE>

================================================================================
MINNESOTA MUTUAL POLICY CHANGE APPLICATION PART 3
AGREEMENTS, CERTIFICATION AND AUTHORIZATION
- --------------------------------------------------------------------------------
The Minnesota Mutual Life Insurance Company . Individual Policyowner Services .
400 Robert Street North . St. Paul, Minnesota 55101-2098
- --------------------------------------------------------------------------------
Insured's Name (Last, First, Middle Initial)

- --------------------------------------------------------------------------------
AGREEMENTS/CERTIFICATION:
I have read, or had read to me the statements and answers recorded on Part 1 and
Part 2 of my application. They are given to obtain this insurance and are, to
the best of my knowledge and belief, true and complete and correctly recorded.
I agree that they will become part of this application and any coverage issued
on it. I understand that the policy will be contestable, as to representations
in this application, from the date of reinstatement or reissue, for the time
period stated in the incontestable provision of the policy. The insurance
applied for will not take effect unless and until the policy is reissued and
delivered and the full first premium is paid while the health of the Insured
remains as stated in Part 1 and Part 2 of the Policy Change Application, as
provided in the Receipt and Temporary Life Insurance Agreement and the
Conditional Health Receipt.

VARIABLE ADJUSTABLE LIFE:
I also agree that if this application is for a Variable Adjustable Life Policy,
that Minnesota Mutual, if it is unable for any reason to collect funds for units
which have been allocated to a sub-account under the policy applied for, may
redeem for itself the full value of such units. If such units are no longer
available, it may recover that value from any other units of equal value
available under the policy.

I UNDERSTAND THAT THE AMOUNT OR THE DURATION OF THE DEATH BENEFIT (OR BOTH) OF
THE REISSUED POLICY APPLIED FOR MAY INCREASE OR DECREASE DEPENDING ON THE
INVESTMENT RESULTS OF THE SUB-ACCOUNTS OF THE SEPARATE ACCOUNT. I UNDERSTAND
THAT THE ACTUAL CASH VALUE OF THE REISSUED POLICY APPLIED FOR INCREASES AND
DECREASES DEPENDING ON INVESTMENT RESULTS. THERE IS NO MINIMUM ACTUAL CASH
VALUE FOR POLICY VALUES INVESTED IN THESE SUB-ACCOUNTS.

AUTHORIZATION:
I authorize any physician, medical practitioner, hospital, clinic or other
health care provider, insurance or reinsuring company, consumer reporting
agency, the Medical Information Bureau, Inc., (MIB), or employer which has any
records or knowledge of the physical or mental health of me or my minor
children, to give all such information and any other nonmedical information
relating to such persons to Minnesota Mutual or its reinsurers. This shall
include ALL INFORMATION as to any medical history, consultations, diagnoses,
prognoses, prescriptions or treatments and tests, including information
regarding alcohol or drug abuse, sickle cell disease, AIDS or AIDS-related
conditions. To facilitate rapid submission of such information, I authorize all
said sources, except MIB, to give such records or knowledge to any agency
employed by Minnesota Mutual to collect and transmit such information.

I understand this information is to be used for the purposes of determining
eligibility for insurance and may be used for determining eligibility for
benefits. I understand this information may be made available to Underwriting,
Claims and support staff of Minnesota Mutual. I authorize Minnesota Mutual or
its reinsurers to release any such information to reinsuring companies, the
Medical Information Bureau, Inc., or other persons or organizations performing
business or legal services in connection with my application, claim or as may be
otherwise lawfully required or as I may further authorize.

I agree this authorization shall be valid for twenty-six months from the date it
is signed.

I understand that I have the right to request and receive a copy of this
Authorization and that a photocopy of this authorization shall be as valid as
the original.

I acknowledge that I have been given Minnesota Mutual's Consumer Privacy
Notice. (Notice Regarding Consumer Reports and Notice Regarding Medical
Information Bureau, Inc.)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
DATE SIGNED CITY STATE [_] CHANGE SERVICE AGENT (Print name/code only if policy(ies) is being reassigned)
AGENT CODE
- ------------------------------------------------------------------------------------------------------------------------------------
INSURED AGENCY CODE
X
- ------------------------------------------------------------------------------------------------------------------------------------
OWNER (If other than insured, list title OWNER'S TELEPHONE NUMBER
if signed on behalf of corporation) ( )
X
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE (List title if signed on behalf WITNESS/REGISTERED REPRESENTATIVE (Licensed agent where required) CODE %
of corporation)
X X
- ------------------------------------------------------------------------------------------------------------------------------------
IRREVOCABLE BENEFICIARY AGENT CODE %
X X
- ------------------------------------------------------------------------------------------------------------------------------------
PARENT/CONSERVATOR/GUARDIAN AGENT CODE %
X X
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

F.44096 2-92

<PAGE>

VARIABLE ADJUSTABLE LIFE (ONLY)

INVESTMENT ALLOCATIONS / DEATH BENEFIT OPTION SELECTIONS

A. Death Benefit Option: [ ] Cash [ ] Protection
B. Select Sub-Account or Guaranteed Principal Account allocation of net
premium:
(Allocations must total 100%. Minimum of 10% in any sub-account,
allocations must be in increments of 5%.)

<TABLE>
<CAPTION>
<S> <C> <C>
% Growth % Mortgage Securities % International Stock
- ------ ------ ------
% Bond % Index 500 % Small Company Fund
- ------ ------ ------
% Money Market % Capital Appreciation % Value Stock Portfolio
- ------ ------ ------
% Asset Allocation % Guaranteed Principal Account % Other
- ------ ------ ------ ----------------------
</TABLE>
If submitting a non-repeating premium with different allocations than annual
premium, please indicate sub-accounts and allocation percentages here:
% %
- ------ ------------------ ------ ------------------

C. INVESTMENT SUITABILITY--TO BE COMPLETED BY POLICYOWNER

NASD rules require inquiry concerning the financial condition of individuals
applying for variable policies. The proposed policyowner must supply such
information so that an informed judgment may be made as to the suitability of
the investment for the policyowner.

(NOTE: IF THE PROPOSED POLICYOWNER AND THE PROPOSED INSURED ARE NOT THE SAME,
THE PROPOSED POLICYOWNER MUST COMPLETE QUESTIONS 11-13 ALSO.)

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 an employee of an NASD firm? [ ] Yes [ ] No

4. Dependents: [ ] Spouse [ ] Children Ages
----------------------------

5. Current Approximate: Annual Income $ Assets $
-------- --------

Debt $ Tax Bracket %
-------- --------

6. Other Investments:
<TABLE>
<CAPTION>
<S> <C>
Savings $ Balanced/Total Return Funds $
---------------- ----------------
Insurance Cash Values $ Stock Funds $
---------------- ----------------
Real Estate $ Bond Funds $
---------------- ----------------
Business Interests $ Individual Stocks $
---------------- ----------------
Retirement Funds $ Individual Bonds $
---------------- ----------------
Other $
-------------- ----------------

</TABLE>

7. Ranking of Investment Objectives (Rank 1-5, in order of importance):

Capital Preservation/Conservative Income Growth
------ ------
Current Income Aggressive Growth
------ ------
Total Return/Conservative Growth
------

8. Risk Tolerance (Check one): [ ] Low Risk [ ] Moderate Risk [ ] High Risk

9. Did you receive the current Variable Adjustable Life and
Fund Prospectus? [ ] Yes [ ] No

10. Would you like us to send you a Statement of Additional
Information referred to in the Variable Adjustable Life
and Fund Prospectus? [ ] Yes [ ] No

PLEASE ANSWER THE FOLLOWING QUESTIONS IF THE PROPOSED POLICYOWNER AND THE
PROPOSED INSURED ARE NOT THE SAME.

11. Employer Address
--------------------------- ------------------------------

Occupation Years Employed
---------------------------------------- -------------

12. Are you of legal age in the state of your mailing address? [ ] Yes [ ] No

13. Face amount of life insurance in force (on the proposed policyowner) $
------
================================================================================

Suitability accepted by Registered Principal Date
-------------------- ---------

F 48653 8-95

<PAGE>

VARIABLE ADJUSTABLE LIFE ONLY (CONT.)

SYSTEMATIC TRANSFER (DOLLAR COST AVERAGING)

If you wish to begin a systematic transfer of funds, please complete the
following section.

PART A: Transfer Option (Minimum transfer lesser of $250 or the account balance)

I wish to transfer: (select one of the following)

[ ] units from the Account. (Units must be a
------------ --------------------
positive whole number)

[ ]$ from the Account. (Must be a
------------ --------------------
positive whole number)

PART B: Transfer Allocation (Increments of 5%, Minimum is 10% - must total 100%)

Indicate dollar amounts only if transferring a dollar amount from Part A
I wish the amount transferred to be allocated as follows:
<TABLE>
<CAPTION>
DOLLAR AMOUNT or PERCENT DOLLAR AMOUNT or PERCENT
<S> <C> <C> <C> <C> <C>
$ % Growth $ % Capital Appreciation
--------- --------- --------- ---------
$ % Bond $ % Guaranteed Principal Account
--------- --------- --------- ---------
$ % Money Market $ % International Stock
--------- --------- --------- ---------
$ % Asset Allocation $ % Small Company Fund
--------- --------- --------- ---------
$ % Mortgage Securities $ % Value Stock Portfolio
--------- --------- --------- ---------
$ % Index 500 $ % Other
--------- --------- --------- --------- ---------------------
</TABLE>
PART C: FREQUENCY

I wish the transfer to occur:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
[ ] Monthly [ ] Quarterly [ ] Semi-annually [ ] Annually

PART D: TRANSFER DATE (10th or 20th only)

[ ] 10th [ ] 20th Starting (Month and Year)
------------------------

Ending (Month and Year)
--------------------------
</TABLE>
ADDITIONAL INFORMATION

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

<PAGE>

April 1, 1997

The Minnesota Mutual Life Insurance Company
Minnesota Mutual Life Center
400 Robert Street North
St. Paul, Minnesota 55101

Gentlepersons:

In my capacity as counsel for The Minnesota Mutual Life Insurance Company (the
"Company"), I have reviewed certain legal matters relating to the Company's
Separate Account entitled Minnesota Mutual Variable Life Account (the "Account")
in connection with Post-Effective Amendment No. 12 to its Registration Statement
on Form S-6. This Post-Effective Amendment is to be filed by the Company and
the Account with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, with respect to certain variable life insurance policies
(Securities and Exchange Commission File No. 33-3233).

Based upon that review, I am of the following opinion:

1. The Account is a separate account of the Company duly created and
validly existing pursuant of the laws of the State of Minnesota; and

2. The issuance and sale of the variable life insurance policies funded by
the Account have been duly authorized by the Company and such policies,
when issued in accordance with and as described in the current
Prospectus contained in the Registration Statement, and upon compliance
with applicable local and federal laws, will be legal and binding
obligations of the Company in accordance with their terms.

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

Sincerely,

Donald F. Gruber
Senior Counsel

<PAGE>

KPMG Peat Marwick LLP Letterhead

Independent Auditors' Consent
-----------------------------

The Board of Directors
The Minnesota Mutual Life Insurance Company and
Policy Owners of Minnesota Mutual Variable Life Account:

We consent to the use of our reports included herein and to the reference to our
Firm under the heading "EXPERTS" in Part I of the Registration Statement.

KPMG Peat Marwick LLP

Minneapolis, Minnesota
April 23, 1997

<PAGE>

[MINNESOTA MUTUAL LETTERHEAD]

April 1, 1997

MINNESOTA MUTUAL

The Minnesota Mutual Life Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101

Re: Variable Adjustable Life Policy

Dear Sir or Madam:

This opinion is furnished in connection with the filing of Post-Effective
Amendment Number 12 to the Registration Statement on Form S-6 ("Registration
Statement"), File Number 33-3233, which covers premiums expected to be received
under Variable Adjustable Life Insurance Policy ("Policies") on the form
referenced above and offered by The Minnesota Mutual Life Insurance Company. The
prospectus included in the Registration Statement describes policies which will
be offered by Minnesota Mutual, after the Amendment to the Registration
Statement is declared effective, in each state where they have been approved by
appropriate state insurance authorities. The policy form was prepared under my
direction, and I am familiar with the Registration Statement and Exhibits
thereto. In my opinion:

(1) The illustrations of death benefits, policy values and accumulated premiums
for the Policy, described under the headings "Policy Values," "Death Benefit
Options" and "Variations in Death Benefit," and fully illustrated in
Appendix I of the prospectus entitled "Illustrations of Policy Values, Death
Benefits and Premiums" and Appendix II of the prospectus entitled "Summary
of Policy Charges" and included in the Registration Statement
("Prospectus"), based upon the assumptions stated, are consistent with the
provisions of the Policies. The rate structure of the Policies has not been
designed so as to make the relationship between premiums and benefits, as
shown in Appendix I, appear to be correspondingly more favorable to a
prospective purchaser of a Policy for males age 40 than to prospective
purchasers of Policies for a male at other ages or for a female at other
ages.

(2) The table shown under the heading "Summary," illustrating the representative
premiums for maximum and minimum plans of insurance, is consistent with the
provisions of the Policies.

(3) The description under the heading "Policy Adjustments," describing the
effects of a Policy adjustment on an illustrated standard risk Policy, and
illustrating adjustments on a hypothetical policy, is consistent with the
provisions of the Policies.

<PAGE>

The Minnesota Mutual Life Insurance Company
April 1, 1997
Page 2

(4) The description under the sub-heading "Restrictions on Adjustments,"
describing the effects of restrictions on Policy adjustments in illustrated
situations, is consistent with the provisions of the Policies.

(5) The description under the heading "Policy Charges," describing sales load
computations in illustrated situations and in Appendix V, is consistent with
the provisions of the Policies.

(6) The information with respect to the Policy contained in Appendix III,
entitled "Illustration of Death Benefit Calculation," based upon the
assumptions stated therein, is consistent with the provisions of the
Policies.

(7) The information with respect to the Policy contained in Appendix IV,
entitled "Policy Loan Example," based upon the assumptions stated therein,
is consistent with the provisions of the Policies.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
Prospectus.

Very truly yours,

Jaymes G. Hubbell, F.S.A.
Second Vice President
and Actuary

JGH:pjh

<PAGE>

Jones & Blouch L.L.P. Letterhead

April 23, 1997

The Minnesota Mutual Life
Insurance Company
400 Robert Street North
St. Paul, MN 55101

Gentlemen:

We hereby consent to the reference to this firm under the caption "Legal
Matters" in the prospectus contained in Post-Effective Amendment No. 12 to the
registration statement on Form S-6 of Minnesota Mutual Variable Life Account,
File No. 33-3233, to be filed with the Securities and Exchange Commission.

Very truly yours,

Jones & Blouch L.L.P.

<PAGE>

Exhibit 99.H May 1997

DESCRIPTION OF THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY'S ISSUANCE, TRANSFER
AND REDEMPTION PROCEDURES FOR POLICIES
PURSUANT TO RULE 6e-2(b)(12)(ii)

AND

METHOD OF COMPUTING ADJUSTMENTS IN
PAYMENTS AND CASH VALUES OF POLICIES
UPON CONVERSION TO FIXED BENEFIT
POLICIES PURSUANT TO RULE 6e-2(b)(13)(v)(B)

This document sets forth the administrative procedures established by The
Minnesota Mutual Life Insurance Company ("we", "our", "us") in connection with
the issuance of its Variable Adjustable Life insurance policy ("policy"), the
transfer of assets held thereunder, and the redemption by owners of their
interests in those policies. This document also explains the method that we
will follow when a policy is exchanged for a fixed benefit insurance policy as
provided by the policy provisions and subject to Rule 6e-2(b)(13)(v)(B).

I. Procedures Relating to Issuance and Purchase of the Policies
------------------------------------------------------------

Persons wishing to purchase a policy must send a completed application to
us at our home office. The minimum face amount that we will issue on a
policy is $50,000; the annual base premium on each policy must be at
least $300. The minimum plan of insurance at policy issue is a term plan
which has a level death benefit for a period of ten years. If the
insured's age at original issue is over age 55, the minimum plan of
protection will be less than ten years, as described in the table below:

-1-
<PAGE>

<TABLE>
<CAPTION>
Minimum Plan
Issue Age (in years)
--------- ----------
<S> <C>
56 9
57 8
58 7
59 6
60 or greater 5
</TABLE>

The policy must be issued on an insured who is no more than age 85. Before
issuing any policy, we will require evidence of insurability satisfactory
to us, which in some cases will require a medical examination. Persons who
satisfy the underwriting requirements are offered the most favorable
premium rates, while a higher premium is charged to persons with a greater
mortality risk. Acceptance of an application is subject to our
underwriting rules and it reserves the right to reject an application for
any reason.

Guaranteed maximum cost of insurance charges will vary by age, sex and risk
class. We use the male, female and unisex 1980 Commissioners Standard
Ordinary Mortality Tables ("1980 CSO"), as appropriate. The unisex tables
are used in circumstances where legal considerations require the
elimination of sex-based distinctions in the calculation of mortality
costs. Maximum cost of insurance charges are based on an assumption of
mortality not greater than the mortality rates reflected in 1980 CSO
Tables.

In most cases, we intend to impose cost of insurance charges which are
substantially lower than the maximum charges determined as described above.
In addition to the factors governing maximum cost of insurance charges,
actual charges will vary depending on the level of scheduled premiums for a
given amount of insurance, the duration of the policy and the smoking
habits of the insured.

-2-
<PAGE>

When the policy is issued, the face amount, premium, tabular cash values
and a listing of any supplemental agreements are stated on the policy
information pages of the policy form, page 1.

A. Premium Schedules and Underwriting Standards
--------------------------------------------

Premiums for the policies will not be the same for all owners.
Insurance is based on the principle of pooling and distribution of
mortality risks, which assumes that each owner pays a premium
commensurate with the insured's mortality risk as actuarially determined
utilizing factors such as age, sex, health and occupation. A uniform
premium for all insureds would discriminate unfairly in favor of those
insureds representing greater risk. Although there will be no uniform
premium for all insureds, there will be a single price for all insureds
in a given risk classification.

The policies will be offered and sold pursuant to established premium
schedules and underwriting schedules in accordance with state insurance
laws. The prospectus specifies premiums for specified illustrative
ages. In addition, the premiums to be paid by the owner of a policy
will be specified in the policy.

B. Application and Initial Premium Processing
------------------------------------------

When we receive a completed application from an applicant we will follow
certain insurance underwriting (risk evaluation) procedures designed to
determine whether the applicant is insurable. This process may involve
such verification procedures as medical examinations and may require
that further information be provided by the proposed insured before a
determination can be made. A policy cannot be issued,

-3-
<PAGE>

i.e., physically issued through our computerized issue system, until
this underwriting procedure has been completed.

These processing procedures are designed to provide immediate benefits
to the prospective owner in connection with payment of the initial
premium and will not dilute any benefit payable to any existing owner.
Although a policy cannot be issued until after the underwriting process
has been completed, the proposed insured may receive immediate insurance
coverage, if he proves to be insurable and has paid the first premium
and is covered under the terms of a conditional insurance agreement. In
accordance with industry practice, we will establish procedures to
handle errors in initial and subsequent premium payments to refund
overpayments and collect underpayments, except for de minimis amounts.
If an application is accompanied by a check for all or at least one-
twelfth of the annual premium and we accept the application, the policy
date will be the date the underwriting decision is made. The policy
date is the date used to determine subsequent policy anniversaries and
premium due dates. The issuance will take effect as of the policy date
specified in the policy, except as altered by another agreement, e.g.,
the receipt and temporary life insurance agreement. If the application
is accompanied by a check for all or at least one-twelfth of the annual
premium, the insured life may be covered under the terms of a
conditional insurance agreement until the policy date. If we accept an
application not accompanied by a check for the initial premium, the
policy will be issued with a policy date which will normally be fifteen
days after the date our underwriters approve issuance of the policy.
The initial plan premium must be received within 60 days after the issue
date. If the premium is not paid or if the application is rejected, the
policy will be cancelled and any partial premiums paid will be returned
to the applicant. In a case where there is no paid premium, there will
be no life insurance coverage provided. On delivery of the policy
within the 60 day

-4-
<PAGE>

period following issue, the applicant may obtain a
policy which has a policy date of the date which the home office
receives the initial plan premium. In that case the applicant has to
indicate to us his or her intention to obtain such a policy. This
should be done with payment of the first premium. If the applicant
requests a change, Policy pages with updated policy information and a
policy date that reflects the date the first premium was received will
be sent to the agent for delivery to the applicant. Under certain
circumstances a policy may be issued where the applicant wishes to
retain the original policy issue date. In such cases all premiums due
between the issue date and the date of delivery must be paid on delivery
in order for the original policy issue date to be retained.

The policy date, assuming the payment of the first premium, marks the
date on which benefits begin to vary in accordance with the investment
performance of any selected sub-accounts of the Variable Life Account.
Premium payments may also be allocated to the guaranteed principal
account. The policy date is also the date as of which the insurance age
of the proposed insured is determined. It represents the first day of
the policy year and therefore determines the policy anniversary and also
the monthly dates. It also represents the commencement of the suicide
and contestable periods for purposes of the policy.

The owner of the policy must pay the initial premium within 60 days of
the date of the policy. The first net premiums, namely premiums after
the deduction of the charges assessed against premiums and nonrepeating
premiums, are allocated to the guaranteed principal account or any sub-
accounts of the Variable Life Account which will, in turn, invest in
shares of the Portfolios of Advantus Series Fund, Inc. The variable
benefits under all policies will be calculated on the basis of the
allocation of that initial net premium to the Variable Life Account.

-5-
<PAGE>

Net premiums are allocated to the guaranteed principal account or any
one or more of the sub-accounts as selected by the owner on the
application for the policy. The owner may change the allocation
instructions for future premiums by giving us a written request. A
change will not take effect until it is recorded by us in our home
office. The allocation to the guaranteed principal account or any sub-
account, expressed in whole percentages, must be at least 10 percent of
the net premium and preferably, in increments of 5 percent. We reserve
the right to restrict the allocation of premium. If we do so, no more
than 50 percent of the net premium may be allocated to the guaranteed
principal account. This restriction will not apply when all premiums
are being allocated to the guaranteed principal account as a conversion
privilege.

We also reserve the right to delay the allocation of net premiums to
named sub-accounts. Such a delay will be for a period of 30 days after
issuance of a policy or policy adjustment. If we exercise this right,
net premiums will be allocated to the money market sub-account of the
separate account until the end of that period.

C. Premium Processing
------------------

Twenty days before the premium due date, we will send a premium notice
for the premium due to the owner's address on record. The amount of the
net premium will depend upon such factors as the insured's age at issue,
sex, risk classification, smoking status, and the additional benefits
associated with the policy.

-6-
<PAGE>

D. Reinstatement
-------------

At any time within three years from the date of lapse, the owner may
restore the policy to a premium paying status, unless the policy
terminated because the surrender value has been paid or the period of
extended insurance has expired. We will require:

(1) the owner's written request to reinstate the policy;

(2) that the owner submits to us at our home office during the insured's
lifetime, evidence satisfactory to it of the insured's insurability
so that we may have time to act on the evidence during the insured's
lifetime; and

(3) at our option, a premium payment which is equal to all overdue
premiums with interest at a rate not to exceed 8 percent per annum
compounded annually and any policy loan in effect at the end of the
grace period following the date of default with interest at a rate
not exceeding 8 percent per annum compounded annually.

This reinstatement provision is designed to comply with the insurance
laws of a number of states.

In order to assist an owner of a lapsed policy in making a considered
judgment as to whether to reinstate, we may calculate the amount payable
upon reinstatement and "freeze" the amount for up to 15 days.

The reinstatement will take effect as of the date we receive the
required proof of insurability and payment of the reinstatement amount
at our home office.

-7-
<PAGE>

We will allocate the net premiums, namely premiums after the deduction
of the charges assessed against premiums and nonrepeating premiums, to
the guaranteed principal account or the sub-accounts of the Variable
Life Account which, in turn, invest in Fund shares. The amount
submitted by the owner is required to support the reinstated benefits.

E. Repayment of a Policy Loan
--------------------------

If the policy is in force, a policy loan can be repaid in part or in
full at any time before the insured's death. The loan may also be
repaid within 60 days after the date of the insured's death, if we have
not paid any of the benefits under the policy. Any loan repayment must
be at least $100 unless the balance due is less than $100. Currently,
we will waive this Minimum Loan Repayment Provision for loan repayments
made under our automatic bank check plan.

Loan repayments are allocated to the guaranteed principal account until
all loans from the guaranteed principal account have been repaid.

Thereafter, loan repayments are allocated to the guaranteed principal
account or the sub-accounts of the separate account as the owner may
direct.

In the absence of instructions from the owner, loan repayments will be
allocated to the guaranteed principal account actual cash value and
separate account actual cash value in the same proportion that those
values bear to each other and, as to the actual cash value in the
separate account, to each sub-account in the proportion that the

-8-
<PAGE>

actual cash value in such sub-account bears to the actual cash value in
all of the owner's sub-accounts.

Loan repayments reduce your loan account by the amount of the loan
repayment.

II. Transfer Among Sub-Accounts
---------------------------

A separate account called the Minnesota Mutual Variable Life Account was
established on October 21, 1985, by our Board of Trustees in accordance
with certain provisions of the Minnesota insurance law. The Variable Life
Account currently has ten sub-accounts to which owners may allocate
premiums. Each sub-account invests in shares of a corresponding Portfolio
of the Advantus Series Fund, Inc. (the "Fund").

The amount of actual cash value to be transferred to or from a sub-account
of the separate account or the guaranteed principal account must be at
least $250. If the balance is less than $250, the entire actual cash value
attributable to that sub-account or the guaranteed principal account must
be transferred. If a transfer would reduce the actual cash value in the
sub-account from which the transfer is to be made to less than $250 we
reserve the right to include that remaining sub-account actual cash value
in the amount transferred.

The maximum amount of actual cash value to be transferred out of the
guaranteed principal account to the sub-accounts of the separate account
may be limited to 20 percent of the guaranteed principal account balance.
Transfers to or from the guaranteed principal account may be limited to one
such transfer per policy year.

-9-
<PAGE>

None of the foregoing restrictions will apply when the owner is
transferring all of the policy value, or allocating all of the premiums, to
the guaranteed principal account as a conversion privilege.

Transfers from the guaranteed principal account must be made by a written
request. It must be received by us or postmarked in the 30-day period
before or after the last day of the policy year. Written requests for
transfers which meet these conditions will be effective after we approve
and record them at our home office. Currently, we do not impose such
restrictions.

III. "Redemption" Procedures:
------------------------

Surrender and Related Transactions
----------------------------------

A. Request for Surrender Value
---------------------------

If the insured is living, we will pay the surrender value of the policy
to the owner upon written request. On surrender, the surrender value of
the policy is the actual cash value minus unpaid policy charges which
are assessed against the actual cash value. The determination of the
surrender value is made as of the end of the valuation period during
which we receive the surrender request at our home office. The policy
may be surrendered by sending us the policy and a written request for
its surrender. The owner may request that the surrender value be paid
in cash or, as an alternative, the owner may request that the surrender
value be applied on a settlement option as described in the policy or to
provide extended term insurance on the life of the insured.

-10-
<PAGE>

A partial surrender of the actual cash value of the policy is also
permitted in any amount of $500 or more. However, if there is a policy
loan, a partial surrender will not be permitted if it would reduce the
actual cash value to an amount which is less than 10 percent of the
policy value immediately after the partial surrender. If a Policy is
not paid-up, the death benefit of the Policy will be reduced by the
amount of the partial surrender. If the Policy is paid-up, the death
benefit will be reduced so as to retain the same ratio between the
policy value and the death benefit of the Policy as existed prior to the
partial surrender. With any partial surrender, the Policy will be
adjusted to reflect the new face amount and actual cash value and,
unless otherwise instructed, the existing level of premium payments.

On a partial surrender, the owner may tell us which sub-accounts of the
actual cash value of the policy should be reduced or whether it is to be
taken in whole or in part from the guaranteed principal account. If the
owner does not, partial surrenders will be deducted from the guaranteed
principal account actual cash value and separate account actual cash
value in the same proportion that those values bear to each other and,
as to the actual cash value in the separate account, from each sub-
account in the proportion that the actual cash value in such sub-account
bears to the actual cash value in all of the sub-accounts.

Payment of a surrender or a partial surrender will be made as soon as
possible, but not later than seven days after our receipt of a completed
written request for surrender. However, if any portion of the actual
cash value to be surrendered is attributable to a premium or
nonrepeating premium payment made by non-guaranteed funds such as a
personal check, we will delay mailing that portion of the surrender
proceeds until we have reasonable assurance that the payment has cleared
and that

-11-
<PAGE>

good payment has been collected. The amount the owner receives on the
surrender may be more or less than the total of premiums paid to the
policy.

B. Death Claims
------------

We will pay a death benefit to the beneficiary within seven days after
receipt at our home office of due proof of death of the insured and on
completion of all other requirements necessary to make payment. In
addition, payment of the death benefit is subject to the provisions of
the policy regarding suicide and incontestability.

The death benefit provided by the policy depends upon the death benefit
option chosen by the owner. The owner may choose one of two available
death benefit options -- the Cash Option or the Protection Option. If
the owner fails to make an election, the Cash Option will be in effect.
The scheduled premium for a policy is the same no matter which death
benefit option is chosen.

Under the Cash Option, the death benefit will be the current face amount
at the time of the insured's death. The death benefit will not vary
unless the policy value exceeds the net single premium for the current
face amount.

Under the Protection Option, the death benefit will vary with the
investment experience of the allocation options selected by the owner,
any interest credited as a result of a policy loan and the extent to
which we assess lower insurance charges than those maximums derived from
the 1980 Commissioners Standard Ordinary Mortality Tables. With VAL
'87, the amount of the death benefit is equal to the current face amount
or, if the policy value is greater than the tabular cash value at the
date of the

-12-
<PAGE>

insured's death, the current face amount plus an additional amount of
insurance which could be purchased by using that difference between
values as a net single premium.

With VAL '87, when a policy becomes paid-up, the death benefit under the
Protection Option is the greater of the face amount of the policy when
it became paid-up or the amount of insurance which could be purchased at
the date of the insured's death by using the policy value as a net
single premium based upon the policy assumptions and the insured's
attained age. The two assumptions we use in computing the additional
amount of insurance are an interest rate assumption of 4 percent per
year and an assumption of mortality based upon the 1980 Commissioners
Standard Ordinary Mortality Tables.

Under the Protection Option of VAL '95, the death benefit will be the
policy value, plus the larger of:

(1) the then current face amount; and

(2) the amount of insurance which could be purchased using the policy
value as a net single premium.

The Protection Option under VAL '95 is only available until the policy
anniversary nearest the insured's age 70. At the policy anniversary
nearest the insured's age 70, the Protection Option death benefit is
automatically converted to the Cash Option death benefit. At that time,
we will automatically adjust your policy, and adjust the face amount to
equal the death benefit immediately preceding the adjustment.

-13-
<PAGE>

As noted, the death benefit under the Cash Option does not vary from the
policy's face amount until the policy value exceeds the net single
premium for the current face amount. Once paid-up, the death benefit
under the Cash Option is the greater of the face amount of the policy
when it became paid-up or the amount of insurance which could be
purchased at the date of the insured's death by using the policy value
as a net single premium based upon the policy assumptions and the
insured's attained age. The two assumptions we use in computing the
additional amount of insurance are an interest rate assumption of 4
percent per year and an assumption of mortality based upon the 1980
Commissioners Standard Ordinary Mortality Tables.

A policy is paid-up when no additional premiums are required to provide
the face amount of insurance for the life of the insured. We may or may
not accept additional premiums. When a policy becomes paid-up, the
policy value will then equal or exceed the net single premium needed to
purchase an amount of insurance equal to the face amount of the policy
at the insured's then attained age. However, its actual cash value will
continue to vary daily to reflect the investment experience of the
Variable Life Account and any interest credited as a result of a policy
loan. Once a policy becomes paid-up, it will always retain its paid-up
status regardless of any subsequent decrease in its policy value.
However, on a paid-up policy with indebtedness, where the actual cash
value decreases to zero, a loan repayment may be required to keep the
policy in force.

The owner may elect to have the death benefit option changed while the
policy is in force by filing a written request with us at our home
office. We may require that the owner provide us with satisfactory
evidence of the insured's insurability before we make a change to the
Protection Option. The change will take effect when we approve and
record it in our home office.

-14-
<PAGE>

The amount payable as death proceeds upon the insured's death will be
the death benefit provided by the policy, plus any additional insurance
on the insured's life provided by an additional benefit agreement, if
any, minus any policy charges and minus any policy loans. In addition,
if the Cash Option death benefit is in effect at the insured's death we
will pay to the beneficiary any part of a paid premium that covers the
period from the end of the policy month in which the insured died to the
date to which premiums are paid.

The death benefit is determined on each monthly policy anniversary and
as of the date of the insured's death.

We will pay interest on single sum death proceeds from the date of the
insured's death until the date of payment. Interest will be at an
annual rate determined by us, but never less than 3 percent (4 percent
for VAL '87).

Proceeds of the policy may be paid in other than a single sum. The
owner, during the lifetime of the insured, may request that we pay the
proceeds under one of the policy settlement options as described in the
policy. We may also use any other method of payment that is agreeable
between the owner and us. A settlement option may be selected only if
the payments are to be made to a natural person in that person's own
right. Each settlement option is payable in fixed amounts as described
in the policy. The payments do not vary with the investment performance
of the Variable Life Account.

-15-
<PAGE>

C. Default and Options on Lapse
----------------------------

A policy may lapse in one of two ways: (1) if a scheduled premium is
not paid, or (2) if there is no actual cash value when there is a policy
loan.

As a scheduled premium policy, the policy will lapse if a premium is not
paid on or before the date it is due or within the 31-day grace period
provided by the policy. The owner may pay that premium during the 31-
day period immediately following the premium due date. The premium
payment, however, must be received in our home office within the 31-day
grace period. The insured's life will continue to be insured during
this 31-day period.

With VAL '95, if a policy covers an insured in a sub-standard risk
class, the portion of the scheduled premium equal to the charge for such
risk will continue to be payable notwithstanding the adjustment to a
stop premium mode. As with any scheduled premium, failure to pay the
premium for the sub-standard risk within the grace period provided will
cause the policy to lapse.

If scheduled premiums are paid on or before the dates they are due or
within the grace period, absent any policy loans, the policy will remain
in force even if the investment results of the sub-accounts have been so
unfavorable that the actual cash value has decreased to zero. However,
should the actual cash value decrease to zero while there is an
outstanding policy loan the policy will lapse, even if the policy was
paid-up and all scheduled premiums have been paid.

If the policy lapses because not all scheduled premiums have been paid
or if a policy with a policy loan has no actual cash value, we will send
the owner a notice of default

-16-
<PAGE>

that will indicate the payment required to keep the policy in force on a
premium paying basis. If the payment is not received within 31 days
after the date of mailing the notice of default, the policy will
terminate or the nonforfeiture benefits will apply.

If at the time of any lapse a policy has a surrender value, that is, an
amount remaining after subtracting from the actual cash value all unpaid
policy charges, it will be used to purchase extended term insurance. As
an alternative to the extended term insurance, the owner may have the
surrender value paid to the owner in a single sum payment, thereby
terminating the policy. Unless the owner requests a single sum payment
of the surrender value within 62 days of the date of the first unpaid
premium, we will apply it to purchase extended term insurance on the
insured's life.

The duration of the extended term benefit is determined by applying the
surrender value of the policy as of the end of the grace period as a net
single premium to buy fixed benefit term insurance. The extended term
benefit is not provided through the Variable Life Account and the death
benefit will not vary during the extended term insurance period. The
amount of this insurance will be equal to the face amount of the policy,
less the amount of any policy loans at the date of lapse. During the
extended term period, a policy has a surrender value equal to the
reserve for the insurance coverage for the remaining extended term
period. At the end of the extended term period all insurance provided
by the policy will terminate and the policy will have no further value.

D. Loans
-----

The policy provides that an owner, if no premium is in default beyond
the grace period, may make a loan at anytime a loan value is available.
The owner may borrow

-17-
<PAGE>

from us using only the policy as the security for the loan. The total
amount of the loan may not exceed 90 percent of the policy value. The
policy value is the actual cash value of the policy plus any policy
loan. Any policy loan paid to the owner in cash must be in an amount of
at least $100. Policy loans in smaller amounts are allowed under the
automatic premium loan provision. We will charge interest on the loan in
arrears. At the owner's request we will send a loan request form for the
signature of the owner. The policy value will be determined as of the
date we receive the owner's written request at our home office.

When a loan is taken, we will reduce the actual cash value by the amount
borrowed and any unpaid interest. Unless the owner directs us
otherwise, the policy loan will be taken from a policy's guaranteed
principal account actual cash value and separate account actual cash
value in the same proportion that those values bear to each other and,
as to the actual cash value in the separate account, from each sub-
account in the proportion that the actual cash value in such sub-account
bears to the policy's actual cash value in all of the sub-accounts.

The number of units to be cancelled will be based upon the value of the
units as of the end of the valuation period during which we receive the
loan requests at our home office. This amount shall be transferred to
our general account. It will continue to be part of the policy in the
general account.

The actual cash value of a policy may decrease between premium due
dates. If a policy has indebtedness and no actual cash value, the
policy will lapse. In this event, to keep a policy in force, the owner
will have to make a loan repayment. We will give the owner notice of
our intent to terminate the policy and notice of the amount

-18-
<PAGE>

of the loan repayment required to keep the policy in force. The time for
repayment will be within 31 days after our mailing of the notice.

The interest rate on a policy loan will not be more than the rate shown
on page 1 of the policy. The interest rate charged on a policy loan
will not be more than that permitted in the state in which the policy is
delivered.

Policy loan interest is due on the date of the death of the insured, on
a policy adjustment, surrender, lapse, a policy loan transaction and on
each policy anniversary. If the owner does not pay the interest on the
loan in cash, the policy loan will be increased and the actual cash
value will be reduced by the amount of the unpaid interest. The new
loan will be subject to the same rate of interest as the loan in effect.

Interest is also credited to the policy when there is a policy loan.
Interest credits on a policy loan shall be at a rate which is not less
than the policy loan interest rate minus 2 percent per annum. Policy
loan interest credits are allocated to the actual cash value as of the
date of the death of the insured, on a policy adjustment, surrender,
lapse, a policy loan transaction and on each policy anniversary. Policy
loan interest credits are allocated to the guaranteed principal account
and separate account following the owner's instructions to us. We will
use the instructions for the allocation of net premiums. In the absence
of such instructions, this amount will be allocated to the guaranteed
principal account actual cash value and separate account actual cash
value in the same proportion that those values bear to each other and,
as to the actual cash value in the separate account, to each sub-account
in the proportion that the actual cash value in such sub-account bears
to the policy's actual cash value in all of the sub-accounts.

-19-
<PAGE>

Policy loans may also be used as automatic premium loans to keep a
policy in force. If the owner has asked for this service in the
application, or if the owner writes us and asks for this service after
the policy has been issued, we will make automatic premium loans. The
owner can also write to us at any time and tell us to delete this
service. If the owner has this service and has not paid the premium due
that is due before the end of the grace period, we will make a policy
loan to pay the premium. Interest on such a policy loan is charged from
the date the premium was due. However, in order for an automatic
premium loan to occur, the amount available for a loan must be enough to
pay at least a quarterly premium. If the loan value is not enough to
pay at least a quarterly premium, the policy will lapse.

A policy loan has no immediate effect on policy value since at the time
of the loan the policy value is the sum of the actual cash value and any
policy loan.

A policy loan, whether or not it is repaid, will have a permanent effect
on the policy value because the investment results of the sub-accounts
of the Variable Life Account will apply only to the amount remaining in
the sub-accounts. The effect could be either positive or negative. If
net investment results of the sub-accounts of the Variable Life Account
are greater than the amount being credited on the loan, the policy value
will not increase as rapidly as it would have if no loan had been made.
If investment results of the sub-accounts are less than the amount being
credited on the loan, the policy value will be greater than if no loan
had been made.

The guaranteed minimum death benefit is not affected by a policy loan if
premiums are duly paid. However, on settlement, the amount of any
policy loan is subtracted from the insurance amount.

-20-
<PAGE>

IV. Policy Conversion
-----------------

The policy provides that the owner may exchange the policy to an Adjustable
Life policy, with a fixed death benefit and cash value, which we may then
offer. This right exists while the policy is in force and all scheduled
premiums have been fully paid. The converted policy will have the same
face amount as was currently provided by the policy and premiums will be
based upon the same issue age and risk classification of the insured as
stated in the policy. The premiums and cash values provided by the
converted policy may be different as a result of an equitable adjustment
made to reflect any variances in the premiums and cash values under the
policy and the new policy.

The procedure to effect such a conversion will be to use the surrender
value of the policy as a no load nonrepeating premium for the converted
policy which is newly created, with a new policy number and transferred
insurability. We will provide the insured with an expense allowance credit
for previously taken expense allowance under the policy. This exchange
privilege is designed to permit the owner to obtain a fixed benefit
Adjustable Life insurance policy at any time during the existence of the
policy. For VAL '95, this conversion privilege is only available during
the first 24 months from the original policy date, but comparable fixed
insurance coverage can be obtained after 24 months from the original policy
date by transferring all of the policy value to the guaranteed principal
account and thereafter allocating all premiums to that account.

-21-

<PAGE>

Exhibit 99.I2

Minnesota Mutual Letterhead

Notice of Withdrawal Right

May 1, 1996

JOHN DOE
400 ROBERT STREET NORTH
ST. PAUL MN 55101

SPECIMEN

RE: 1-234-567V
JOHN DOE
MONTHLY - $83.33
ANNUALIZED - $1,000.00
May 1, 1996

Dear John Doe:

Congratulations on your recent adjustment to your Variable Adjustable Life
Insurance policy. You already know this is an investment-oriented life insurance
contract with customary insurance expense charges. You have a right to examine
and return the contract for cancellation of the adjustment and a refund of any
associated premiums. This letter will explain the procedure of declining your
adjustment if it does not meet your needs.

Your policy cash value will vary depending on the investment experience of the
portfolios (sub-accounts) you selected. The Minnesota Mutual Variable Life
Account and all sub-accounts are described in your prospectus.

Your scheduled premium is shown on Page 1A of your policy, and we encourage you
to review your ongoing ability to pay the premium. Your prospectus describes the
various deductions from your premiums before application to the Variable Life
Account. These charges are similar to those made in a whole life insurance
policy. They are:

-- A premium tax charge of 2.5 percent, a 1.5 percent face amount guarantee
charge and a 7 percent basic sales load, and
-- A first year sales charge not to exceed 23 percent of the increased
premium and a first year underwriting charge not to exceed $5 per $1,000
of the increased face amount of insurance.

These charges do not include any premiums for additional benefits or
deductions for administration, transaction or insurance costs assessed
against policy actual cash values.

If you have any questions, please contact your agent immediately. We want you to
understand and be satisfied with this adjustment. If you are satisfied, no
action on your part is required. If the adjustment is not what you want, you
must complete the attached form and return it, along with the policy, postmarked
no later than the later of:

-- 10 days from the date you received this notice and adjustment, or
-- 45 days from the date you completed Part 1 of the application.

We are confident you'll be satisfied with this adjustment and look forward to a
long association. Thank you for choosing Minnesota Mutual.

Sincerely,

Nancy Winter
Director
Individual Policy Services

<PAGE>

<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> MIMLIC GROWTH SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 36799248
<INVESTMENTS-AT-VALUE> 41812703
<RECEIVABLES> 175309
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 41988012
<PAYABLE-FOR-SECURITIES> 132168
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 43141
<TOTAL-LIABILITIES> 175309
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 16176371
<SHARES-COMMON-PRIOR> 12822494
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 41812703
<DIVIDEND-INCOME> 278451
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 173630
<NET-INVESTMENT-INCOME> 104821
<REALIZED-GAINS-CURRENT> 3720603
<APPREC-INCREASE-CURRENT> 1398787
<NET-CHANGE-FROM-OPS> 5224211
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7527990
<NUMBER-OF-SHARES-REDEEMED> 4174113
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 13369844
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 173630
<AVERAGE-NET-ASSETS> 34767216
<PER-SHARE-NAV-BEGIN> 2.218
<PER-SHARE-NII> .007
<PER-SHARE-GAIN-APPREC> .361
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.586
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<RESTATED>
<SERIES>
<NUMBER> 3
<NAME> MIMLIC BOND SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-01-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 14228679
<INVESTMENTS-AT-VALUE> 14690192
<RECEIVABLES> 95872
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 14786064
<PAYABLE-FOR-SECURITIES> 83752
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12120
<TOTAL-LIABILITIES> 95872
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 7366222
<SHARES-COMMON-PRIOR> 5340539
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 14690192
<DIVIDEND-INCOME> 603154
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 60937
<NET-INVESTMENT-INCOME> 542217
<REALIZED-GAINS-CURRENT> 197119
<APPREC-INCREASE-CURRENT> (343676)
<NET-CHANGE-FROM-OPS> 395660
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4397925
<NUMBER-OF-SHARES-REDEEMED> 2372242
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4298534
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 60937
<AVERAGE-NET-ASSETS> 12185930
<PER-SHARE-NAV-BEGIN> 1.794
<PER-SHARE-NII> .008
<PER-SHARE-GAIN-APPREC> .416
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.218
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<RESTATED>
<SERIES>
<NUMBER> 1
<NAME> MIMLIC MONEY MARKET SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 6472735
<INVESTMENTS-AT-VALUE> 6472735
<RECEIVABLES> 32109
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6504844
<PAYABLE-FOR-SECURITIES> 22782
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9326
<TOTAL-LIABILITIES> 32108
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 4082791
<SHARES-COMMON-PRIOR> 3509791
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 6472736
<DIVIDEND-INCOME> 294271
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 30589
<NET-INVESTMENT-INCOME> 263682
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 263682
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8165940
<NUMBER-OF-SHARES-REDEEMED> 7592940
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1143087
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 30589
<AVERAGE-NET-ASSETS> 6113327
<PER-SHARE-NAV-BEGIN> 1.518
<PER-SHARE-NII> .067
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.585
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<RESTATED>
<SERIES>
<NUMBER> 4
<NAME> MIMLIC ASSET ALLOCATION SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 71092231
<INVESTMENTS-AT-VALUE> 80173829
<RECEIVABLES> 237248
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 80411077
<PAYABLE-FOR-SECURITIES> 166949
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 70299
<TOTAL-LIABILITIES> 237248
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 32104595
<SHARES-COMMON-PRIOR> 27633273
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 80173829
<DIVIDEND-INCOME> 2095397
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 350927
<NET-INVESTMENT-INCOME> 1744470
<REALIZED-GAINS-CURRENT> 5579339
<APPREC-INCREASE-CURRENT> 682688
<NET-CHANGE-FROM-OPS> 8006497
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11761903
<NUMBER-OF-SHARES-REDEEMED> 7290581
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 18526678
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 350927
<AVERAGE-NET-ASSETS> 70213866
<PER-SHARE-NAV-BEGIN> 2.231
<PER-SHARE-NII> .058
<PER-SHARE-GAIN-APPREC> .208
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.497
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<RESTATED>
<SERIES>
<NUMBER> 5
<NAME> MIMLIC MORTGAGE SECURITIES SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 8578929
<INVESTMENTS-AT-VALUE> 8885876
<RECEIVABLES> 16847
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8902723
<PAYABLE-FOR-SECURITIES> 9346
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7501
<TOTAL-LIABILITIES> 16847
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 4175648
<SHARES-COMMON-PRIOR> 3616256
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 8885876
<DIVIDEND-INCOME> 499341
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 39632
<NET-INVESTMENT-INCOME> 459709
<REALIZED-GAINS-CURRENT> 26510
<APPREC-INCREASE-CURRENT> (107111)
<NET-CHANGE-FROM-OPS> 379108
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1651580
<NUMBER-OF-SHARES-REDEEMED> 1092188
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1535421
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 39632
<AVERAGE-NET-ASSETS> 7920528
<PER-SHARE-NAV-BEGIN> 2.032
<PER-SHARE-NII> .119
<PER-SHARE-GAIN-APPREC> (.023)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.128
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<RESTATED>
<SERIES>
<NUMBER> 6
<NAME> MIMLIC INDEX 500 SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 40143423
<INVESTMENTS-AT-VALUE> 50550629
<RECEIVABLES> 271895
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 50822524
<PAYABLE-FOR-SECURITIES> 239801
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 32094
<TOTAL-LIABILITIES> 271895
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 17250529
<SHARES-COMMON-PRIOR> 11917281
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 50550629
<DIVIDEND-INCOME> 476493
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 195010
<NET-INVESTMENT-INCOME> 281483
<REALIZED-GAINS-CURRENT> 2563607
<APPREC-INCREASE-CURRENT> 4756817
<NET-CHANGE-FROM-OPS> 7601907
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9927022
<NUMBER-OF-SHARES-REDEEMED> 4593774
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 21699122
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 195010
<AVERAGE-NET-ASSETS> 39036016
<PER-SHARE-NAV-BEGIN> 2.421
<PER-SHARE-NII> .019
<PER-SHARE-GAIN-APPREC> .490
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.930
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<RESTATED>
<SERIES>
<NUMBER> 7
<NAME> MIMLIC CAPITAL APPRECIATION SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 48530230
<INVESTMENTS-AT-VALUE> 59240353
<RECEIVABLES> 195132
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 59435485
<PAYABLE-FOR-SECURITIES> 148568
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 46564
<TOTAL-LIABILITIES> 195132
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 19778274
<SHARES-COMMON-PRIOR> 16587673
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 59240353
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 255630
<NET-INVESTMENT-INCOME> (255630)
<REALIZED-GAINS-CURRENT> 3639546
<APPREC-INCREASE-CURRENT> 4331602
<NET-CHANGE-FROM-OPS> 7715518
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7957386
<NUMBER-OF-SHARES-REDEEMED> 4766785
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 16787544
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 255630
<AVERAGE-NET-ASSETS> 51167489
<PER-SHARE-NAV-BEGIN> 2.559
<PER-SHARE-NII> (.014)
<PER-SHARE-GAIN-APPREC> .450
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.995
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<RESTATED>
<SERIES>
<NUMBER> 8
<NAME> MIMLIC INTERNATIONAL STOCK SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 43229837
<INVESTMENTS-AT-VALUE> 50217042
<RECEIVABLES> 206373
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 50423415
<PAYABLE-FOR-SECURITIES> 175980
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 30393
<TOTAL-LIABILITIES> 206373
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 28056128
<SHARES-COMMON-PRIOR> 20883317
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 50217042
<DIVIDEND-INCOME> 928852
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 199522
<NET-INVESTMENT-INCOME> 729330
<REALIZED-GAINS-CURRENT> 2093958
<APPREC-INCREASE-CURRENT> 4335633
<NET-CHANGE-FROM-OPS> 7158921
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14398443
<NUMBER-OF-SHARES-REDEEMED> 7225632
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 18859988
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 199522
<AVERAGE-NET-ASSETS> 39412629
<PER-SHARE-NAV-BEGIN> 1.502
<PER-SHARE-NII> .030
<PER-SHARE-GAIN-APPREC> .258
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.790
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<RESTATED>
<SERIES>
<NUMBER> 9
<NAME> MIMLIC SMALL COMPANY SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 32846806
<INVESTMENTS-AT-VALUE> 33630035
<RECEIVABLES> 192761
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 33822796
<PAYABLE-FOR-SECURITIES> 166189
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 26572
<TOTAL-LIABILITIES> 192761
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 19918050
<SHARES-COMMON-PRIOR> 13089758
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 33630035
<DIVIDEND-INCOME> 70099
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 136946
<NET-INVESTMENT-INCOME> (66847)
<REALIZED-GAINS-CURRENT> 4202384
<APPREC-INCREASE-CURRENT> (2840532)
<NET-CHANGE-FROM-OPS> 1295005
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12096257
<NUMBER-OF-SHARES-REDEEMED> 5267965
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 12751293
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 70099
<AVERAGE-NET-ASSETS> 27385487
<PER-SHARE-NAV-BEGIN> 1.369
<PER-SHARE-NII> .013
<PER-SHARE-GAIN-APPREC> .402
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.784
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<RESTATED>
<SERIES>
<NUMBER> 10
<NAME> MIMLIC VALUE STOCK SUB-ACCOUNT
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 15551266
<INVESTMENTS-AT-VALUE> 17213125
<RECEIVABLES> 152817
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 17365942
<PAYABLE-FOR-SECURITIES> 142419
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10398
<TOTAL-LIABILITIES> 152817
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 9648331
<SHARES-COMMON-PRIOR> 3864294
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 17213125
<DIVIDEND-INCOME> 134162
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 51183
<NET-INVESTMENT-INCOME> 82979
<REALIZED-GAINS-CURRENT> 1493727
<APPREC-INCREASE-CURRENT> 1239111
<NET-CHANGE-FROM-OPS> 2815817
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8210018
<NUMBER-OF-SHARES-REDEEMED> 2425981
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 11922094
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 51183
<AVERAGE-NET-ASSETS> 10246340
<PER-SHARE-NAV-BEGIN> 1.369
<PER-SHARE-NII> .013
<PER-SHARE-GAIN-APPREC> .402
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.784
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>