MINNESOTA LIFE VARIABLE LIFE ACCOUNT, 485APOS, 1999-03-04

MINNESOTA LIFE VARIABLE LIFE ACCOUNT
485APOS, 1999-03-04

Previous: ML MEDIA PARTNERS LP, SC 14D9/A, 1999-03-04

Next: MINNESOTA LIFE VARIABLE LIFE ACCOUNT, 485APOS, 1999-03-04

<PAGE>

File Number 33-64395

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-6

POST-EFFECTIVE AMENDMENT NUMBER 3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MINNESOTA LIFE VARIABLE LIFE ACCOUNT
(formerly Minnesota Mutual Variable Life Account)
-------------------------------------------------
(Name of Trust)

Minnesota Life Insurance Company
(formerly 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
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101-2098
-------------------------------
(Agent for Service)

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

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

immediately upon filing pursuant to paragraph (b) of Rule 485
- ---
on (date) pursuant to paragraph (b) of Rule 485
- ---
60 days after filing pursuant to paragraph (a)(i) of Rule 485
- ---
X on May 3, 1999 pursuant to paragraph (a)(i) of Rule 485
- ---
this post-effective amendment designates a new effective date for a
- --- previously filed post-effective amendment

Title of Securities being registered:
Variable Adjustable Life-Second Death Insurance Policies

<PAGE>

MINNESOTA LIFE
VARIABLE LIFE ACCOUNT

MINNESOTA 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, Minnesota 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. and Class 2 of the Templeton
Developing Markets Fund

19. Voting Rights
<PAGE>

20. Not Applicable

21. Not Applicable

22. Not Applicable

23. Not Applicable

24. Not Applicable

25. General Descriptions, Minnesota Life Insurance Company

26. Not Applicable

27. General Descriptions, Minnesota Life Insurance Company

28. Directors and Principal Officers of Minnesota Life

29. General Descriptions, Minnesota Life Insurance Company

30. Not Applicable

31. Not Applicable

32. Not Applicable

33. Not Applicable

34. Not Applicable

35. General Descriptions, Minnesota 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 Second Death
Insurance Policy

This prospectus describes a Variable Adjustable Life Second Death Insurance
Policy ("VAL-SD") issued by Minnesota Life Insurance Company ("Minnesota
Life"). It provides life insurance protection payable at the death of the
second insured to die ("second death") 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 insureds.

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

VAL-SD policy values may be invested in our separate account called the
Variable Life Account. Policy values may also be invested in a general account
option. The actual cash value of all Policies will vary with the investment
experience of these options.

The Variable Life Account invests its assets in shares of Advantus Series Fund,
Inc. and Class 2 of the Templeton Developing Markets Fund (the "Funds"). The
Funds have seventeen Portfolios which are available to the Variable Life
Account. They are:

.Growth Portfolio .Value Stock Portfolio
.Bond Portfolio .Small Company Value Portfolio
.Money Market Portfolio .Global Bond Portfolio
.Asset Allocation Portfolio .Index 400 Mid-Cap Portfolio
.Mortgage Securities Portfolio .Macro-Cap Value Portfolio
.Index 500 Portfolio .Micro-Cap Growth Portfolio
.Capital Appreciation Portfolio .Real Estate Securities Portfolio
.International Stock Portfolio . Templeton Developing Markets Fund
.Small Company Growth Portfolio

THIS PROSPECTUS MUST BE ACCOMPANIED BY THE CURRENT PROSPECTUSES OF THE FUNDS.
THIS PROSPECTUS SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.

THE POLICIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC. NEITHER THE SEC
NOR ANY STATE HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Minnesota Life Insurance Company [LOGO OF MINNESOTA LIFE APPEARS HERE]
400 Robert Street North
St. Paul, MN 55101-2098

Ph 651/665-3500
http:/www.minnesotamutual.com

Dated: May 3, 1999
<PAGE>

Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Summary.................................................................. 1
Condensed Financial Information.......................................... 8
General Descriptions
Minnesota Life Insurance Company....................................... 10
Variable Life Account.................................................. 10
Advantus Series Fund, Inc.............................................. 10
Templeton Variable Products Series Fund................................ 11
Additions, Deletions or Substitutions.................................. 11
Selection of Sub-Accounts.............................................. 12
The Guaranteed Principal Account....................................... 12
Detailed Information about the Variable Adjustable Life Second Death In-
surance Policy
Adjustable Life Insurance.............................................. 13
Policy Adjustments..................................................... 15
Applications and Policy Issue.......................................... 19
Policy Premiums........................................................ 19
Policy Values.......................................................... 23
Death Benefit Options.................................................. 25
Policy Loans........................................................... 26
Surrender.............................................................. 28
Free Look.............................................................. 29
Conversion............................................................. 29
Policy Exchange........................................................ 29
Policy Charges......................................................... 29
Other Policy Provisions................................................ 32
Other Matters
Federal Tax Status..................................................... 35
Tax Treatment of Policy Benefits....................................... 36
Multiple Policies...................................................... 38
Directors and Principal Management Officers of Minnesota Life.......... 39
Voting Rights.......................................................... 40
Distribution of Policies............................................... 41
Legal Matters.......................................................... 41
Legal Proceedings...................................................... 41
Year 2000 Computer Problem............................................. 41
Experts................................................................ 42
Registration Statement................................................. 42
Special Terms............................................................ 43
Financial Statements of Minnesota Life Variable Life Account............. 44
Financial Statements of Minnesota Life Insurance Company................. 59
Appendix I-Illustrations of Policy Values, Death Benefits and Premiums... 83
Appendix II-Summary of Policy Charges.................................... 89
Appendix III-Illustration of Death Benefit Calculation................... 94
Appendix IV-Policy Loan Example.......................................... 95
Appendix V-Example of Sales Load Computation............................. 96
Appendix VI-Average Annual Returns....................................... 97
Appendix VII-S&P 500 Performance History................................. 98
Appendix VIII-Range of Returns........................................... 99
</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. You should review the
information contained elsewhere in this prospectus. You should also refer to
the heading "Special Terms" for the definition of unfamiliar terms.

What is a Variable Adjustable Life Second Death 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 payable at the second death so long as scheduled premiums are paid. In
this respect, the Policy is similar to conventional survivorship life policies.
In addition, 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.

Policy values are invested at your direction in the several portfolios of
Advantus Series Fund, Inc., in Class 2 of the Templeton Developing Markets Fund
(the "Funds") or in a Minnesota Life 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.

What is the guaranteed death benefit?

We guarantee that the face amount of insurance shown on the policy
specification page will be paid at the second death 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 this 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 not to
exceed 3 cents per thousand dollars of face amount per month 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 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. In addition, we offer a broad range of
"plans" of insurance. Generally speaking, a plan refers to the level of cash
value accumulation assumed in the design of the Policy and, for whole life
plans, the period of time over which you will have to pay premiums. The greater
your plan of insurance, the larger the policy values you may expect to be
available for investment in the Policy's actual cash value, loans or partial
surrenders and, for whole life plans, the shorter the period of time for which
you will have to pay premiums.
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
until the second death, 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 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.

1
<PAGE>

If the younger insured's age at original issue is over 70, the minimum plan of
protection will be less than ten years, as described in the table below:

<TABLE>
<CAPTION>
Younger Insured's Minimum Plan
Issue Age (In Years)
- ----------------- ------------
<S> <C>
71 9
72 8
73 7
74 6
75 or greater 5
</TABLE>

As used herein a protection Policy is one which provides only a term plan of
insurance, namely one with a stated face amount and premium level, providing
an illustrated face amount for a specified number of years, always less than
for whole life. A protection plan of insurance is designed to accumulate cash
value at the end of the time during which the initial face amount is in force
only to the extent that investment returns exceed the assumed rate of return
indicated in your Policy as the tabular cash value. Absent an adjustment to a
new plan, at the end of the initial protection period you would have a whole
life plan of insurance for a lower face amount, 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 two insureds, one female age 40 and one male
age 40, both standard nonsmokers for a $1,000,000 face amount VAL-SD Policy.
<TABLE>
<CAPTION>
Annual
Plan of Insurance Premium
- ----------------- -------
<S> <C>
Minimum--10 year protection plan $ 712
20 year protection plan $ 1,019
Whole life plan $10,805
25 pay life plan $13,396
Maximum--10 pay life plan $26,265
</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 $300 and any
adjustment to a Policy's face amount generally must result in a change of the
face amount of at least $50,000. Other than an automatic adjustment at the
point when the face amount is scheduled to decrease, an automatic adjustment
at the younger 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 younger
insured's age at original issue is over 70, 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>
Younger Insured's Minimum Plan
Issue Age (In Years)
- ----------------- ------------
<S> <C>
71 9
72 8
73 7
74 6
75 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, VAL-SD Policy values may be
invested in a separate account of ours called the Minnesota Life Variable Life
Account ("Variable Life Account"), the sub-accounts of which invest in
corresponding Portfolios of the Funds. Thus, your policy values invested in
these sub-accounts will reflect market rates of return.

2
<PAGE>

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 12.

What variable investment options are available?
The Variable Life Account invests in seventeen Portfolios of the Funds.
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 Growth

.Value Stock

.Small Company Value

.Global Bond

.Index 400 Mid-Cap

.Macro-Cap Value

.Micro-Cap Growth

.Real Estate Securities Portfolios

.Templeton Developing Markets Fund, Class 2

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 Funds' investment advisers 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
Advantus Series 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

3
<PAGE>

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 jwith the rise and fall of the general level of
interest rates.
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 Growth Portfolio seeks long-term accumulation of capital.
In pursuit of this objective, the Small Company Growth 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.
The Small Company Value Portfolio seeks the long-term accumulation of
capital. The Portfolio will follow a policy of investing primarily in the
equity securities of small companies, defined in terms of market
capitalization and which appear to have market values which are low relative
to their underlying value or future earnings and growth potential. Dividend
income will be incidental to the investment objective for this Portfolio.
The Global Bond Portfolio seeks to maximize current income consistent with
protection of principal. The Portfolio pursues its objective by investing
primarily in debt securities issued by issuers located anywhere in the world.
Prior to May 1, 1998, the Global Bond Portfolio was known as the
International Bond Portfolio and pursued its objective by investing primarily
in a managed portfolio of non-U.S. dollar debt securities issued by foreign
governments, companies and supranational entities. Effective May 1, 1998
pursuant to a change in the investment practices of the Portfolio approved by
the Board of Directors, the Portfolio will seek to achieve its investment
objective by investing primarily in debt securities issued anywhere in the
world. The investment objective of the Portfolio remains unchanged.

4
<PAGE>

The Index 400 Mid-Cap Portfolio seeks to provide investment results
generally corresponding to the aggregate price and dividend performance of
publicly traded common stocks that comprise the Standard & Poor's 400 MidCap
Index. The Portfolio pursues its investment objective by investing primarily
in the 400 common stocks that comprise the Index, issued by medium-sized
domestic companies with market capitalizations that generally range from $200
million to $5 billion. It is designed to provide an economical and convenient
means of maintaining a diversified portfolio in this equity security area as
part of an over-all investment strategy. The inclusion of a stock in the
Index in no way implies an opinion by Standard & Poor's as to its
attractiveness as an investment, nor is it a sponsor or in any way affiliated
with the Portfolio.
The Macro-Cap Value Portfolio seeks to provide high total return. It
pursues this objective by investing in equity securities that the sub-adviser
believes, through the use of dividend discount models, to be undervalued
relative to their long-term earnings power, creating a diversified portfolio
of equity securities which typically will have a price/earnings ratio and a
price to book ratio that reflects a value orientation. The Portfolio seeks to
enhance its total return relative to that of a universe of large-sized U.S.
companies.
The Micro-Cap Growth Portfolio seeks long-term capital appreciation. It
pursues its objective by investing primarily in equity securities of smaller
companies which the sub-adviser believes are in an early stage or
transitional point in their development and have demonstrated or have the
potential for above average revenue growth. It will invest primarily in
common stocks and stock equivalents of micro-cap companies, that is,
companies with a market capitalization of less than $300 million.
The Real Estate Securities Portfolio seeks above-average income and long-
term growth of capital. It will pursue its objective by investing primarily
in equity securities of companies in the real estate industry. The Portfolio
seeks to provide a yield in excess of the yield of the Standard & Poor's 500
Composite Index.
In addition to the investments in the Advantus Series Fund, the Variable
Life Account invests in the Templeton Developing Markets Fund, Class 2, a
diversified portfolio with two classes of shares of the Templeton Variable
Products Series Fund, a mutual fund of the series type.
The investment objectives and certain policies of the Templeton Developing
Markets Fund available under the Policy are as follows:
The Templeton Developing Markets Fund seeks long-term capital appreciation.
It pursues this objective by investing primarily in equity securities of
issuers in countries having developing markets. Countries generally
considered to have developing markets are all countries that are considered
to be developing or emerging countries by the International Bank for
Reconstruction and Development (more commonly referred to as the World Bank)
or the International Finance Corporation, as well as countries that are
classified by the United Nations or otherwise regarded by their authorities
as developing.

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 prospectuses for the
Funds, which are 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 us.

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.

5
<PAGE>

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 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.

Do you have access to your policy values?
Yes. Your actual cash value is available to you until the second death. 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 22 and certain
transactions may have tax consequences as described under the heading "Federal
Tax Status" on page 35.

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 29.
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 premiums we deduct sub-standard risk charges and premiums for
additional benefits.
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 federal tax charge of 1.25 percent. Nonrepeating premiums are currently
subject to the premium tax charge and the federal tax charge.
Against the actual cash value of a Policy we deduct an administration charge
not to exceed $15 per month, a face amount guarantee charge not to exceed 3
cents per thousand dollars of face amount per month, a transaction charge for
each Policy adjustment or transfer, 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.
Advantus Capital Management, Inc., one of our subsidiaries, acts as the
investment adviser to Advantus Series Fund and also deducts from the Fund the
advisory fee of the fund manager and the fund expense for the portfolio
expense for each of VAL-SD's portfolios. The respective advisory fee and fund
expense for each portfolio were as follows:

<TABLE>
<CAPTION>
Portfolio Advisory Fee Fund Expense
- --------- ------------ ------------
<S> <C> <C>
Growth .50% .03%
Bond .50 .05
Money Market .50 .08
Asset Allocation .50 .03
Mortgage Securities .50 .07
Index 500 .40 .04
Capital Appreciation .75 .03
International Stock .70 .24
Small Company Growth .75 .04
Value Stock .75 .04
Small Company Value .75 .15
Global Bond .60 .53
Index 400 Mid-Cap .40 .15
Macro-Cap Value .70 .15
Micro-Cap Growth 1.10 .15
Real Estate Securities .75 .15
</TABLE>
For more information about the Fund, see the prospectus of Advantus Series
Fund, Inc. which is attached to this prospectus.
The Templeton Developing Markets Fund pays its investment adviser management
fees

6
<PAGE>

at an annual rate of 1.25 percent of the Fund's average daily net assets, and
has other fund expenses of .33 percent. In addition, Class 2 of the Templeton
Developing Markets Fund has a Rule 12b-1 plan and may pay up to 0.25 percent
annually of the average daily net assets for distribution. For more
information, see the Templeton Fund's prospectus.

Are the benefits under a Policy subject to federal income tax?
Under current federal tax law, life insurance policies receive tax-favored
treatment. The death benefit is generally excludable from the beneficiary's
gross income for federal income tax purposes, according to Section 101(a)(1)
of the Internal Revenue Code. Owners of a life insurance policy are not taxed
on any increase in the cash value while the policy remains in force.
If a Policy is a modified endowment policy under federal tax law, certain
distributions made during either insured's lifetime, such as loans and partial
withdrawals from, and collateral assignments of, the Policy are includable in
gross income on an income-first basis. A 10 percent penalty tax may also be
imposed on distributions made before the policy owner attains age 59 1/2.
Policies that are not modified endowment policies under federal tax law
receive preferential tax treatment with respect to certain distributions.
For a discussion of the tax issues associated with this Policy, see "Federal
Tax Status" in this prospectus on page 35.

How do you purchase a Policy?
To be eligible to purchase a Policy both insureds must be between age 20 and
age 85 inclusive, satisfy our underwriting standards and the Policy must have
a face amount of at least $200,000. 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,
you may return the Policy 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 29. As a conversion privilege you can obtain comparable
fixed insurance coverage by transferring all of the policy value to the
guaranteed principal account and thereafter allocating all premiums to that
account.

7
<PAGE>

Condensed Financial Information

The financial statements of Minnesota Life Insurance Company and of
Minnesota Life 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, 1998. This
information should be read in conjunction with the financial statements and
related notes of Minnesota Life Variable Life Account included in this
prospectus.

<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
------- ---------- ---------- ---------- ---------- ---------- --------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Growth Sub-
Account:
Unit value at
beginning of
year $2.59 $2.22 $1.79 $1.79 $1.72 $1.65 $1.23 $1.24 $0.99
Unit value at
end of year $3.43 $2.59 $2.22 $1.79 $1.79 $1.72 $1.65 $1.23 $1.24
Number of units
outstanding at
end of year 19,284,419 16,176,371 12,822,494 9,964,217 6,671,352 3,703,167 1,251,845 511,276 257,995
Bond Sub-
Account:
Unit value at
beginning of
year $1.99 $1.95 $1.63 $1.72 $1.57 $1.48 $1.26 $1.18 $1.06
Unit value at
end of year $2.17 $1.99 $1.95 $1.63 $1.72 $1.57 $1.48 $1.26 $1.18
Number of units
outstanding at
end of year 9,679,443 7,366,222 5,340,539 3,659,230 2,240,344 1,281,711 654,954 484,684 247,525
Money Market
Sub-Account:
Unit value at
beginning of
year $1.58 $1.52 $1.45 $1.40 $1.37 $1.34 $1.27 $1.19 $1.10
Unit value at
end of year $1.66 $1.58 $1.52 $1.45 $1.40 $1.37 $1.34 $1.27 $1.19
Number of units
outstanding at
end of year 4,323,601 4,082,791 3,509,791 2,920,337 1,849,721 1,167,590 536,680 341,717 141,494
Asset Allocation
Sub-Account:
Unit value at
beginning of
year $2.50 $2.23 $1.79 $1.83 $1.73 $1.62 $1.26 $1.22 $1.02
Unit value at
end of year $2.96 $2.50 $2.23 $1.79 $1.83 $1.73 $1.62 $1.26 $1.22
Number of units
outstanding at
end of year 34,942,517 32,104,595 27,633,273 23,769,797 18,341,417 8,943,507 2,587,520 1,202,183 408,152
Mortgage
Securities
Sub-Account:
Unit value at
beginning of
year $2.13 $2.03 $1.73 $1.80 $1.66 $1.56 $1.35 $1.24 $1.10
Unit value at
end of year $2.31 $2.13 $2.03 $1.73 $1.80 $1.66 $1.56 $1.35 $1.24
Number of units
outstanding at
end of year 4,464,617 4,175,648 3,616,256 3,250,971 2,419,453 1,471,984 555,964 241,631 95,633
Index 500 Sub-
Account:
Unit value at
beginning of
year $2.93 $2.42 $1.78 $1.77 $1.62 $1.51 $1.17 $1.23 $0.95
Unit value at
end of year $3.86 $2.93 $2.42 $1.78 $1.77 $1.62 $1.51 $1.17 $1.23
Number of units
outstanding at
end of year 22,433,487 17,250,529 11,917,281 8,997,722 6,074,831 4,026,796 1,307,951 658,612 237,854
</TABLE>

8
<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.

9
<PAGE>

General Descriptions

Minnesota Life Insurance Company

We are Minnesota Life Insurance Company ("Minnesota Life"), a life insurance
company organized under the laws of Minnesota. Minnesota Life was formerly
known as The Minnesota Mutual Life Insurance Company ("Minnesota Mutual"), a
mutual life insurance company organized in 1880 under the laws of Minnesota.
On October 1, 1998, a plan of reorganization created a mutual insurance
holding company named Minnesota Mutual Companies, Inc. Minnesota Mutual
reorganized as a stock insurance company subsidiary of the new holding company
and took the new name Minnesota Life. Our home office is at 400 Robert Street
North, St. Paul, Minnesota 55101-2098, telephone: (651) 665-3500. We are
licensed to conduct 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 Life 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 ("SEC") under the Investment Company Act of 1940. Registration
under the Act does not signify that the SEC 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 Life 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 seventeen sub-accounts to which you
may allocate premiums. Each sub-account invests in shares of a corresponding
Portfolio of the Funds.

Advantus Series Fund, Inc.

The Variable Life Account currently invests in Advantus Series Fund, Inc., a
mutual fund of the series type. Prior to May 1, 1997, the name of the Fund was
"MIMLIC Series Fund, Inc." Advantus Series Fund is registered with the SEC as
a diversified, open-end management investment company. Such registration does
not signify that the SEC 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.

Advantus Series Fund's investment adviser is Advantus Capital Management,
Inc. ("Advantus Capital"). Advantus Capital is a wholly-owned subsidiary of
Minnesota Life.
While Advantus Capital acts as investment adviser to the Fund and its

Portfolios, it has obtained an order from the SEC permitting it to act as a
"manager of managers". Pursuant to the order, Advantus Capital may, for any
portfolio, select one or more sub-advisers and adopt or amend an investment
sub-advisory agreement without approval of the shareholders of the affected
portfolio. In accordance with the order, Advantus Capital has retained the
following sub-advisers:

. Winslow Capital Management, Inc. for the Capital Appreciation Portfolio,

. Templeton Investment Counsel, Inc. for the International Stock Portfolio,

. J.P. Morgan Investment Management Inc. for the Macro-Cap Value Portfolio,

. Wall Street Associates for the Micro-Cap Growth Portfolio, and

. Julius Baer Investment Management Inc. for the Global Bond Portfolio

10
<PAGE>

The Fund currently has nineteen investment Portfolios, sixteen 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.

Templeton Variable Products Series Fund
In addition to the investments in Advantus Series Fund, the Variable Life
Account invests in the Templeton Developing Markets Fund, Class 2, a
diversified portfolio of the Templeton Variable Products Series Fund, a mutual
fund of the series type.
Class 2 of the Templeton Developing Markets Fund pays 0.25 percent of the
average daily net assets annually under a distribution plan adopted under Rule
12b-1 of the Investment Company Act of 1940. Amounts paid under the 12b-1 plan
to us may be used for certain policy owner services or distribution
activities.
The investment adviser of Templeton Developing Markets Fund is Templeton
Asset Management Ltd., a Singapore corporation. It is an indirect wholly-owned
subsidiary of Franklin Resources, Inc. ("Franklin"). Through its subsidiaries,
Franklin is engaged in the financial services industry. The Templeton
organization has been investing globally since 1940 and, with its affiliates,
provides investment management and advisory services to a worldwide client
base. The investment adviser and its affiliates have offices worldwide.

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 variable policies, 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 SEC.

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 SEC.
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 Funds 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 Funds simultaneously. Although neither we nor the Funds currently
foresee any such disadvantages either to variable life insurance policy owners
or to variable annuity contract owners, the Funds' Boards of Directors intend
to monitor events in order to identify any material conflicts between such
policy owners and contract owners and to determine what action, if any, should
be taken in response thereto.

11
<PAGE>

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:

. changes in state insurance laws,

. changes in federal income tax laws,

. changes in the investment management of any of the Portfolios of the Funds,
or

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

Selection of Sub-Accounts
You must make a choice as to how your net premiums are allocated among the
various sub-accounts. In choosing, you should consider how willing you might
be to accept investment risks and the manner in which your other assets are
invested. The sub-accounts represent a broad range of investments available in
the marketplace.
The common stock sub-accounts differ depending on the types of stocks that
make up the account. The focus of each account varies by the size of company,
growth or value style, and U.S. versus international markets. 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 may be more desirable options for policy owners who are
willing to accept such short-term risks. These risks tend to be magnified in
the sub-accounts investing in more aggressive stocks, smaller company stocks
and international stocks. As an alternative to the actively managed sub-
accounts, index sub-accounts are available which tend to match the risks and
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 were, 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 has fallen and risen to a 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
rely on Advantus Capital's judgment for an appropriate asset mix by choosing
the asset allocation sub-account.

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 our
general account.

Because of exemptive and exclusionary provisions, interests in our 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 is subject to the provisions of these Acts,
and we have been advised that the staff of the SEC does not review disclosures
relating to the guaranteed principal account. 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 VAL-SD 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 VAL-SD
Policy.

General Account Description Our general account consists of all assets owned
by us other than those in the Variable Life Account and any other separate
accounts which we may establish. The guaranteed principal account is that
portion of our general assets which is attributable to this Policy and other
variable policies, 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 variable life policies. Allocations
to the guaranteed principal account become part of our general assets and are
used to support insurance and annuity obligations. Subject to applicable law,
we have sole discretion over

12
<PAGE>

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.

You may allocate or transfer a portion or all of the net premiums to
accumulate at a fixed rate of interest in the guaranteed principal account. We
guaranteed such amounts 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.

General Account Value We bear 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.

We may, at our sole discretion, credit a higher rate of interest, "excess
interest," although we are not obligated to credit interest in excess of 4
percent per year, and may 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 our sole discretion. You
assume the risk that interest credited may not exceed the guaranteed minimum
rate.

Even if excess interest is credited to your actual cash value in the
guaranteed principal account, we will not credit excess interest 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.
Adjustable Life Insurance

Detailed Information about the Variable
Adjustable Life Second Death Insurance Policy

Variable Adjustable Life Second Death This Policy, like joint survivor life
insurance, pays a death benefit at the death of the second to die of two named
insureds. Additionally this Policy, like 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 ages, 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.

Flexibility at Issue 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. This flexibility results in a broad range
of plans of insurance. Generally speaking, a plan, when used with respect to
the Policy, refers to the level of cash value accumulation assumed in the
design of the Policy and, for whole life plans, the period of coverage during
which you will have to pay premiums.
Whole life insurance plans provide life insurance in an amount at least equal
to the initial face amount at the second death whenever that occurs. Premiums
may be payable for a specified number of years or until the second death. Whole
life insurance plans contemplate an eventual tabular cash value accumulation,
at or before the younger 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, on any

13
<PAGE>

given date, to pay for all future guaranteed cost of insurance charges for the
entire lifetime of both insureds without the payment of additional premium.
This determination assumes that the current face amount of the Policy will be
constant and that the Policy will perform at its assumed rate of return.
Protection insurance plans provide life insurance in an amount at least
equal to the initial face amount at the second death for a specified period.
Protection plans of insurance assume an eventual exhaustion of the tabular
cash value at the end of that period, except for the cash value associated
with a residual amount of insurance coverage at the end of the initial
protection period. Under this Policy, after that initial protection period,
there is insurance coverage in a reduced amount until the second death.

The "greater" your plan of insurance, the larger the policy values you may
expect to be available for investment in the Fund Portfolios, and, for whole
life plans of insurance, the shorter the period of time during which you will
have to pay premiums. 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 is paid-up when its policy value is such
that no further premiums are required to provide the face amount of insurance
until the second death, provided there is no policy indebtedness.
Examples of such whole life plans include Policies which become paid-up upon
the payment of a designated number of annual premiums, such as ten pay life or
twenty pay life. 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.
If you select a premium amount which is less than the premium required for a
whole life plan or, in other words, if you select a protection plan of
insurance, the guaranteed face amount of insurance provided by the Policy will
not be level during the lifetimes of both insureds. The initial face amount
will be in effect until the Policy's tabular cash value, i.e., the cash value
which is assumed in designing the Policy and which would be guaranteed in a
conventional fixed-benefit policy, is exhausted. At that time a lower amount
of insurance will become effective. This is called the scheduled reduction in
face amount. The reduced face amount is calculated on the basis of the
continued payment of the scheduled premiums and a whole life plan of
insurance. The result is that the Policy, on issue, will have an initial
guaranteed death benefit extending to a stated date; after that date, a lower
death benefit is guaranteed until the second death.
At the time of scheduled reduction in face amount, we will adjust your
Policy as described in the policy adjustment section of this prospectus. If
the policy value (the actual cash value plus the amount of any loan) is
greater than the tabular cash value, the adjustment will result in either a
smaller reduction in the face amount or a scheduled reduction in face amount
occurring at a later date.
For example, if a standard risk VAL-SD Policy were issued with a face amount
of $1,000,000 and an annual premium of $11,300, the plan of insurance for a
male age 40 and a female age 40 at issue, both nonsmokers, would be full
coverage for twenty years at which time the face amount would be reduced to
$95,615 guaranteed until the second death.
The table below shows the tabular cash values and guaranteed death benefits
for the Policy described in the above example, and the scheduled reduction
which occurs twenty years after issue.

14
<PAGE>

Scheduled Reduction
<TABLE>
<CAPTION>
Guaranteed
Tabular Minimum
Value Death
Policy Annual End of Benefit at
Year Premium Year Issue
- ------ ------- ------- ----------
<S> <C> <C> <C>
5 $11,300 $38,443 $1,000,000
10 11,300 80,437 1,000,000
15 11,300 91,878 1,000,000
20 11,300 590 1,000,000
21 11,300 6,289 95,615
25 11,300 26,742 95,615
</TABLE>

At the policy anniversary when the scheduled reduction is to occur, we will
attempt to make a policy adjustment to maintain the face amount of $1,000,000
and the annual premium of $11,300. If the actual cash value with the annual
premium is sufficient to provide at least one year of protection at the then
current face amount, we will adjust your Policy, keeping your face amount and
annual premium constant, either eliminating the scheduled reduction in the
face amount or providing that reduction at a later policy anniversary.
If we cannot make the adjustment to maintain the current face amount, the
scheduled reduction in face amount will occur as scheduled; the resulting face
amount will not be less than that guaranteed.
The lowest annual base premium allowed for any plan of insurance is $600.
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
younger insured's age at original issue is over age 70, the minimum plan of
protection will be less than ten years, as described in the table below:

<TABLE>
<CAPTION>
Younger Insured's Minimum Plan
Issue Age (in years)
- ----------------- ------------
<S> <C>
71 9
72 8
73 7
74 6
75 or greater 5
</TABLE>

This is the minimum plan of insurance for any given face amount. The minimum
initial face amount on a Policy is $200,000.

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 at the policy anniversary nearest the younger
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

15
<PAGE>

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 21 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 15. Certain adjustments may cause a Policy to
become a modified endowment contract. See "Federal Tax Status" in this
prospectus on page 35 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 at the maximum amount. See,
for a further description of these values, the section "Policy Values" in this
prospectus on page 22. 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 ensures 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. 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.
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 and the type of
adjustment. 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 the Protection Option
death benefit before age 70, the face amount after adjustment will be equal to
the face amount of the Policy immediately prior to the adjustment. With the
Protection Option death benefit after age 70, the face amount after adjustment
will equal the death benefit immediately prior to the adjustment less the
amount of any partial surrender made as part of the adjustment.
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 ages 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. We
may impose additional restrictions or refuse to permit nonrepeating premiums
at our discretion.
Restrictions of Adjustments Adjustments can be made on any monthly anniversary
of the policy date. You may request a policy adjustment by completing an
application for adjustment. Adjustments will not apply to any

16
<PAGE>

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.

(1) An adjustment may not result in more than a paid-up whole life plan for
the then current face amount.

(2) If either insured is over age 85, increases in face amount requiring
evidence of insurability will not be allowed.

(3) Any adjustment for a change of premium must result in a change of the
annual premium of at least $300.

(4) 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 the younger insured's age 100, if less.

(5) Any adjustment, other than a change to a stop premium, must result in a
Policy with an annual base premium of at least $600.

(6) Any adjustment for a change of the face amount must result in a change of
the face amount of at least $50,000, except for a partial surrender under
the Policy or face amount changes which are required to satisfy
limitations pertaining to plans of insurance. The face amount requested
must be at least $200,000, except in the case of a reduction in face
amount equal to the amount of a partial surrender.

(7) After adjustment, other than an automatic adjustment at the point when the
face amount is scheduled to decrease, an automatic adjustment made at the
younger 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 younger insured's age at original
issue is over age 70, the minimum plan of protection will be less than ten
years from the policy issue date, as described on page 15.

(8) 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.

(9) If you are disabled and receiving, or are entitled to receive, waiver of
premium benefits under a Waiver of Premium Agreement attached to this
Policy, no adjustments will be permitted, except as provided in the Waiver
of Premium Agreement.

Proof of Insurability We require proof of insurability for all adjustments
resulting in an increase in face amount, except for increases made pursuant to
an additional benefit agreement. In addition, except for partial surrenders to
pay substandard risk premiums, we require proof of insurability 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. 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 $95 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 $95 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 29. 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.
17
<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 a later policy anniversary; a
face amount.......... while the premium increases 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 an
Retain the current earlier policy anniversary;
face amount.......... while the premium a scheduled decrease in
or decreases.................. the face amount will occur;
Make a partial or the premium paying
surrender............ while the premium and face 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 an
earlier policy anniversary and
no insurance will be provided
after the decrease; or, a
scheduled decrease in the face
amount will occur. However, 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.

18
<PAGE>

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
$200,000 and we require an annual base premium on each Policy of at least
$600. 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 younger insured's
age at original issue is over age 70, the minimum plan of protection will be
less than ten years from the Policy issue date, as described on page 15. Both
insureds must be between age 20 and age 85 inclusive when the Policy is
issued. Before issuing any Policy, we require evidence of insurability
satisfactory to us on both insureds. In some cases we will require a medical
examination. Persons whom we evaluate as good mortality risks 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 Policy has a level premium until the second death 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.

The amount of premium required for a Policy will depend on the Policy's
initial face amount; the plan of insurance; the insureds' ages at issue; sex,
risk classification and smoking status of each insured 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, insurance may be in
effect 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 under our automatic payment 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 until the second death on an
annual, semi-annual or quarterly basis on the due dates set forth in the
Policy.You may also pay scheduled premiums monthly if you make arrangements
for payments through an automatic payment plan established through your bank
or if you meet the requirements to establish a payroll deduction plan through
your employer. A scheduled premium may be

19
<PAGE>

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.

In addition to scheduled premiums, you may pay 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 bill annually, semi-annually
or quarterly for nonrepeating premiums if a Policy has a base annual premium
of at least $2,400 and if each nonrepeating premium is at least $250. You may
also arrange for monthly payments through an automatic payment plan
established through your bank; in this situation, your base annual premium
must be at least $2,400 and each nonrepeating premium must be at least $200.
We may impose additional restrictions or refuse to permit nonrepeating
premiums at 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
35.
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.
Paid-Up Policies A Policy is paid-up when no additional premiums are required
to provide the face amount of insurance. 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. 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 new page
1.
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
insurance provided by this Policy will continue during this 31-day period. If
the second death occurs during the 31-day grace period, we will deduct a
premium for the 31-day grace period from the death proceeds.

20
<PAGE>

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" below.

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, we will use it 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 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, payable at the second death.

We determine the duration of the extended term benefit 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 26.
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. We will require:
(1) your written request to reinstate the Policy;
(2) that you submit to us at our home office during the lifetime of both
insureds evidence satisfactory to us of the insurability of both insureds
so that we may have time to act on the evidence during the lifetime of
both insureds; 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 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, or the payment of interest on
reinstated loans.
If your Policy is reinstated, it will be contestable for two years from the
date of reinstatement as to representations contained in your request to
reinstate.
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

21
<PAGE>

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 26 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. We will use the greater of your
policy value or tabular cash value 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 base 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, we will use it to purchase extended
term coverage or we will pay it 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 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. For example, 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.

22
<PAGE>

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 you
continue 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 cash value, 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 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.

We determine each portion of a Policy's separate account actual cash value
separately. The separate account actual cash value is not guaranteed. We
determine the separate account actual cash value 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

23
<PAGE>

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
Funds 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 Funds are valued. The net asset value of the Funds'
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

(1) days on which changes in the value of the Funds' portfolio securities will
not materially affect the current net asset value of the Funds' shares,

(2) days during which no Funds' shares are tendered for redemption and no order
to purchase or sell the Funds' shares is received by the Funds and

(3) customary national business holidays on which the New York Stock Exchange
is closed for trading (as of the date hereof, New Year's Day, Martin Luther
King Jr. 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 second 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 not to exceed
$15 per month, the face amount guarantee charge not to exceed 3 cents per
thousand of face amount per month, and the cost of insurance charge. 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 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 83 of this prospectus. For
additional materials and tables, including values after policy charges, please
see Appendix II, "Summary of Policy Charges," found on page 89 of this
prospectus.
Transfers 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
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

24
<PAGE>

request is received at our home office. A transfer is subject to a transaction
charge, not to exceed $25, for each transfer of actual cash value among the
sub-accounts and the guaranteed principal account. Currently, there is a
charge of $10 only for non-systematic transfers in excess of four per year.
Establishing a systematic transfer program will be deemed to be a non-
systematic transfer for purposes of determining the transfer charge. 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 by 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 (651) 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 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.

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 you choose. At no time will the death
benefit be less than the larger of the then current face amount or the amount
of insurance that could be purchased using the policy value as a net single
premium.
Cash Option Under the Cash Option, the death benefit will be the current face
amount at the time of the second death. The death benefit will not vary unless
the policy value exceeds the net single premium for the then current face
amount.
At that time, the death benefit will be the greater of the face amount of
the Policy or the amount of insurance which could be purchased at the date of
the second death by using the policy value as a net single premium.
Protection Option The death benefit provided by the Protection Option will
vary with the investment experience of the allocation options you select, any
interest

25
<PAGE>

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.
Before the policy anniversary nearest the younger insured's age 70, and with
both the Protection Option and the Amended Protection Option, if you have
chosen that Option, 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.
At the policy anniversary nearest the younger insured's age 70, we will
automatically adjust the face amount of your Policy to equal the death benefit
immediately preceding the adjustment. The Protection Option is only available
until the policy anniversary nearest the younger insured's age 70; at that
time we will convert the death benefit option to the Cash Option. With the
Amended Protection Option, after the policy anniversary nearest the younger
insured's age 70, 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 second 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.
Choosing the Death Benefit Option The different death benefit options meet
different needs and objectives. 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. The Protection Option results primarily in an increased death
benefit. 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 second death because of the favorable investment
experience.
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 insurability of
both insureds 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 35.
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 94 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 federal income tax
consequences. See the heading "Federal Tax Status" in this prospectus on page
35.

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 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. 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. We will determine your policy value 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, we will take the policy loan from your guaranteed principal account
actual cash value and separate account actual cash value in the same

26
<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. 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 second death

. on a policy adjustment, surrender, lapse, a policy loan transaction

.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.

We will also credit interest 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. We allocate policy
loan interest credits to your actual cash value as of the date of the second
death, on a policy adjustment, surrender, lapse, a policy loan transaction and
on each policy anniversary. We allocate interest credits 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, we will allocate interest credits 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,
we will credit your loan at a rate which is equal to the policy loan rate
minus .75 percent per annum. The conditions which must be met are: (a) the age
of either insured must be age 55 or older as of the last policy anniversary;
and (b) the number of years during which the Policy has been in force as a
VAL-SD 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 second death. Your loan may also be
repaid within 60 days after the date of the second 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

27
<PAGE>

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.

We allocate loan repayments to the guaranteed principal account until all
loans from the guaranteed principal account have been repaid. Thereafter, we
allocate loan repayments to the guaranteed principal account or the sub-
accounts of the Variable Life Account as you direct. In the absence of your
instructions, we will allocate loan repayments 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 95.

Surrender

You may request a surrender or partial surrender of your Policy at any time
while either 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. We determine the surrender value 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 term insurance.

We will also permit a partial surrender of the actual cash value of the
Policy in any amount of $500 or more. In addition, the amount of a partial
surrender may not exceed the amount available as a policy loan.

With the Cash Option death benefit, if the Policy is not paid-up, the face
amount 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 the Protection Option death benefit, the face amount of the Policy is
not changed by the amount of the partial surrender. However, if the 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 of the
Policy will be reduced so as to retain the ratio between the policy value and
the death benefit of the Policy as existed prior to the partial surrender.

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 surrender 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, we will deduct partial surrenders 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.

We will pay a surrender or partial surrender as soon as possible, but not
later

28
<PAGE>

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:

(1) ten days after you receive it;

(2) 45 days after you have signed the application; or

(3) 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
As a conversion privilege, you can obtain fixed insurance coverage by
transferring all of the policy value to the guaranteed principal account and
thereafter allocating all premiums to that account.

Policy Exchange
So long as both insureds are alive, you may ask us to exchange this Policy
for two individual policies, insuring each of the insureds separately. We will
require evidence of insurability to make the exchange. The two new policies
will be issued on the variable or fixed policy form we are using on the date
of the exchange; each new policy will have one-half the death benefit, cash
value, loan and dividends of this 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. Charges for sub-
standard risks and for additional benefits are deducted from the premium, to
calculate the base premium.
From base premiums we deduct a sales load, an underwriting charge, a premium
tax charge and a federal tax charge.

(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 12 month period following either 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

29
<PAGE>

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 over the lesser of: the joint life expectancy
of the insureds 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 32.
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 $10 per
$1,000 of face amount of insurance. This amount may vary by the age of the
insureds 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
the event of a policy adjustment which results in a face amount increase
and no base 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. We do not
guarantee this charge and it may be increased in the future, but only as
necessary to cover our premium tax expenses.

(4) The federal tax charge of 1.25 percent is deducted from each base premium.
This charge is designed to cover a federal tax related to premium
payments. This charge is not guaranteed and may be increased in the
future, but only as necessary to cover the federal tax related to premium
payments.

Charges Taken From
Base Premium
Plus, in the
- -------------- First Year
-------------
7.00% Sales Additional
Load Sales Load
1.25% (up to 23%)
Federal Underwriting
Tax Charge (up
2.50% to $10/$1000
Premium of Insurance
Tax Coverage)
- --------------

10.75% Total

Nonrepeating Premiums Nonrepeating premiums are currently subject to the 2.5
percent premium tax charge and the 1.25 percent federal tax charge, but not to
a sales load charge. We do not assess an underwriting charge against
nonrepeating premiums.

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, the face amount guarantee charge, certain transaction
charges and the cost of insurance charge. These charges are as follows:

(1) The administration charge is designed to cover certain of our
administrative expenses, including those attributable to

30
<PAGE>

the records maintained for your Policy. The administration charge is
guaranteed not to exceed $15 per month. Currently we charge $10 per month.

(2) The face amount guarantee charge is guaranteed not to exceed 3 cents per
thousand dollars of face amount per month. Currently we charge 2 cents per
thousand dollars. 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 the second 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 14 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 the second 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.

(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 is based on the age,
gender, risk class, and the smoking habits of each insured. The rate also
reflects the plan of insurance and any policy adjustments since issue. The
rate is guaranteed not to exceed the maximum charges for mortality derived
from the 1980 Commissioners Standard Ordinary 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.

(4) The transaction charges are for expenses associated with processing
transactions. There is a charge of $95 for each policy adjustment. We also
reserve the right to 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 Variable Life Account. Currently we charge $10 only for
non-systematic transfers in excess of four per year. Establishing a
systematic transfer program will be deemed to be a non-systematic transfer
for purposes of determining the transfer charge. If the only policy
adjustment is a partial surrender, the transaction charge shall be the
lesser of $95 or 2 percent of the amount surrendered.

We assess administration, face amount guarantee and cost of insurance
charges against your actual cash value on the monthly policy anniversary. In
addition, we assess such charges on the occurrence of the second death, policy
surrender, lapse or a policy adjustment.

We assess transaction charges 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.

We assess charges 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
.Face Amount Guarantee Charge
.Cost of Insurance Charge
.Transaction Charge
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

31
<PAGE>

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. We deduct the mortality and expense risk charge
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 over
the lesser of: the joint life expectancy of the insureds 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
96.
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
premium should be avoided.

Policies Issued in Exchange We will modify or waive certain charges assessed
against base premiums as described above in situations where policy owners of
our existing joint life policies wish to exchange their policies for the
Policies described herein. These policy owners may do so, subject to their
application for this Policy and our approval of the exchange. An
administrative charge of $250 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 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

Additional Benefits When a Policy is issued, you may be able to obtain
additional policy benefits. We will provide these benefits by a rider to the
Policy, which will require the payment of additional premium. The Waiver of
Premium Agreement provides for the payment of policy premium in the event of a
covered insured's disability. You may add the Waiver of Premium coverage on
either or both insureds.

The Single Life Term Insurance Agreement, which has an extra cost, allows
you to purchase a specified amount of additional insurance, on one, specific,
named insured. The insurance provided is term insurance, renewable to age 90
and convertible to any whole life or adjustable life policy form we are then
offering. The premiums are indeterminate, which means that there is a table of
renewal premiums that we currently charge, along with a table of guaranteed
renewal premiums which are the maximums which we can charge. This agreement is
most useful in situations where there is also an insurance need at the death
of the first insured.
The Estate Preservation Agreement permits you to purchase additional four-
year term insurance on the death of the designated insured, without evidence
of insurability. This right extends for a period of 90 days after the death of
that person. Typically, the person you designate will be the younger of the
two persons insured under this Policy. In the event that both insureds under
this Policy die simultaneously, we will pay nothing under this Agreement. The
Estate Preservation Agreement is useful if there is a need to have the Policy
owned initially by one or both of the insureds and subsequently to change the
ownership to a trust.
The Short Term Agreement is temporary protection insurance, on a fixed death
benefit

32
<PAGE>

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
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.

Beneficiary When we receive proof satisfactory to us of the second death, we
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. You must
give us proof of the first death as soon as is reasonably possible, even
though no death benefit is payable at the first death.
If a beneficiary dies before the second death, that beneficiary's interest
in the Policy ends with that beneficiary's death. Only those beneficiaries who
are living at the second death will be eligible to share in the death
proceeds. If no beneficiary is living at the second death 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.
If both insureds die under circumstances which make it impossible to
determine the order of their deaths, we will assume that the older insured
died first.
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 second death occurs 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.

Payment of Proceeds The amount payable as death proceeds upon the second death
will be the death benefit provided by the Policy, plus any additional
insurance 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 second 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 second death occurred to the date to which premiums are
paid. 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 the second death, we will
determine the amount of payment as of the end of the valuation period during
which a request is received at our home office.
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 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:

(1) for any period during which the New York Stock Exchange is closed for
trading (except for normal holiday closing); or

(2) when the SEC has determined that a state of emergency exists which may
make such payment impractical.

Settlement Options The proceeds of a Policy will be payable if the Policy is
surrendered, or we receive proof satisfactory to us of the second death. These
events must occur while the Policy is in force. We will pay the proceeds 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
second death until the date of payment. Interest will be at an annual rate
determined by us, but never less than 3 percent.
The proceeds of a Policy may be paid in other than a single sum and you may,
before the second death, request that we pay the

33
<PAGE>

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 gender
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 he died prior to the due date of the second annuity payment, two if
he died before the due date of the third annuity payment, etc.

Option 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 second death.
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.

Assignment The Policy may be assigned. The assignment must be in writing and
filed at our home office. 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.

Misstatement of Age If the date of birth of either insured has been misstated,
we will adjust the amount of proceeds payable under the Policy to reflect cost
of insurance charges based upon the insured's correct date of birth.

Incontestability After a Policy has been in force during the lifetimes of both
insureds 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 or a reinstatement for which we required evidence
of insurability, we may contest that increase or the reinstatement for two
years with respect to information provided at that time, during the lifetimes
of both insureds, from the effective date of the increase or the
reinstatement.

Suicide If either 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 either 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.

34
<PAGE>

We will allocate any dividend applied to actual cash value 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, we will
allocate dividends 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 J actual 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. We will send the report
to you without cost. The report will be as of a date within two months of its
mailing.

Other Matters

Federal Tax Status
Introduction

The discussion of federal taxes is general in nature and is not intended as
tax advice. Each person concerned should consult a tax adviser. This discussion
is based on our understanding of federal income tax laws as they are currently
interpreted. We have not considered any applicable state or other tax laws. No
representation is made regarding the likelihood of continuation of current
income tax laws or the current interpretations of the Internal Revenue Service
(the "IRS").

We are taxed as a "life insurance company" under the Internal Revenue Code
(the "Code"). The operations of the Variable Life Account form a part of, and
are taxed with, our other business activities. Currently, we pay no federal
income tax 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.

Tax Status of Policies

In order to qualify as a life insurance contract for federal tax purposes,
the Policy must meet the definition of a life insurance contract which is set
forth in Section 7702 of the Code. The manner in which Section 7702 should be
applied to certain features of the Policy offered in this prospectus is not
directly addressed by Section 7702 or any guidance issued to date under Section
7702. Nevertheless, we believe it is reasonable to conclude that the Policy
will meet the Section 7702 definition of a life insurance contract. In the
absence of final regulations or other pertinent interpretations of Section
7702, however, there is necessarily some uncertainty as to whether a Policy
will meet the statutory life insurance contract definition, particularly if it
insures a substandard risk. If a Policy were determined not to be a life
insurance contract for purposes of Section 7702, that Policy would not provide
most of the tax advantages normally provided by a life insurance contract.

If it is subsequently determined that a Policy does not satisfy Section 7702,
we may take whatever steps are appropriate and reasonable to attempt to cause
that a Policy to comply with Section 7702. For these reasons, we reserve the
right to restrict Policy transactions as necessary to attempt to qualify it as
a life insurance contract under Section 7702.

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 Funds, intends to comply with the diversification requirements prescribed
in Regulations Section 1.817-5, which affect how the Funds' assets may be
invested. Although the investment adviser of Advantus Series Fund is an
affiliate of Minnesota Life, we do not have control over the Funds or their
investments. Nonetheless, we believe that each Portfolio of the Funds in which
the Variable Life Account owns shares will be operated in compliance with the
requirements prescribed by the Treasury.
35
<PAGE>

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 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."

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 policy owner has the choice of more sub-accounts to 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, if any,
will be set forth 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.

Tax Treatment of Policy Benefits
In general you are not currently taxed on any part of your interest until
you actually receive cash from the Policy. As discussed below, taxability is
determined by your contributions to the Policy and prior Policy activity. The
death benefit under a Policy should, however, be excludable from the gross
income of the beneficiary under Section 101(a)(1) of the Code.
Depending on the circumstances, the exchange of a Policy, the receipt of a
Policy in an exchange, a change in the Policy's Death Benefit Option (e.g., a
change from Cash Option to Protection Option), a policy loan, a partial
surrender, a surrender, a change in ownership, a change of insured, an
adjustment of face amount, or an assignment of the Policy may have federal
income tax consequences. If you are considering any such transaction, you
should consult a tax adviser before effecting the transaction.

We also believe that policy loans will be treated as indebtedness and will
not be currently taxable as income to you. However, whether a modified
endowment contract or not, the interest paid on policy loans will generally
not be tax deductible.
A surrender or partial surrender of the actual cash values of a Policy may
have tax consequences. On surrender, you generally 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 you 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. Finally, upon a complete surrender or lapse of
a Policy or when benefits are paid at a Policy's maturity date, if the amount
received plus the amount of indebtedness exceeds the total investment in the
Policy, the excess will generally be treated as ordinary income subject to
tax.

36
<PAGE>

It should be noted, however, that under the Code the tax treatment described
above is not available for policies described as modified endowment contracts.
In general, policies with a high premium in relation to the death benefit may
be considered modified endowment contracts. 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 ("7-pay test"). If those cumulative premiums
exceed the 7-pay test, 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 you received, 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 date
you attain age 59 1/2, or is attributable to your becoming disabled, or as
part of a series of substantially equal periodic payments for your life or the
joint lives of you and your beneficiary.
Compliance with the 7-pay test does not imply or guarantee that only seven
payments will be required for the initial death benefit to be guaranteed for
life. Making additional payments or reducing the benefits (for example,
through a partial withdrawal, a change in death benefit option, or a scheduled
reduction) may either violate the 7-pay test or reduce the amount that may be
paid in the future under the 7-pay test. Further, reducing the death benefit
at any time will require retroactive retesting and could result in a failure
of the 7-pay test regardless of any of our efforts to provide a payment
schedule that will not violate the 7-pay test.
Any Policy received in an exchange for a modified endowment contract will be
considered a modified endowment contract and will be subject to the tax
treatment accorded to modified endowment contracts. A Policy that is not
originally classified as a modified endowment contract can become so
classified if there is a reduction in benefits at any time or if a material
change is made in the contract at any time. A material change includes, but is
not limited to, a change in the benefits that was not reflected in a prior 7-
pay test computation.
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. 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.

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

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 tax adviser before
purchasing a policy to determine the circumstances under which the Policy
would be a modified endowment contract. You should also contact a 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.

37
<PAGE>

Multiple Policies
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, you should consult a tax adviser
before effecting an exchange of any life insurance policy.

Taxation of Policy Split. You may split a Policy into two other individual
contracts when certain events occur. A policy split could have adverse tax
consequences; for example, it is not clear whether a policy split will be
treated as a nontaxable exchange under Section 1031 through 1043 of the Code.
If a policy split is not treated as a nontaxable exchange, a split could
result in the recognition of taxable income in an amount up to any gain in the
Policy at the time of the split. Before you exercise rights provided by the
policy split provision, it is important that you consult a tax adviser
regarding the possible consequences of a policy split.

Other Tax Considerations. The transfer of the Policy or the designation of a
beneficiary may have federal, state, and/or local transfer and inheritance tax
consequences, including the imposition of gift, estate and generation-skipping
transfer taxes. For example, the transfer of the Policy to, or the designation
as beneficiary of, or the payment of proceeds to, a person who is assigned to
a generation which is two or more generations below the generation assignment
of the policy owner, may have Generation-Skipping Transfer tax considerations
under Section 2601 of the Code.

The individual situation of each policy owner or beneficiary will determine
the extent, if any, to which federal, state and local transfer taxes may be
imposed. That situation will also determine how ownership or receipt of policy
proceeds will be treated for purposes of federal, state and local estate,
inheritance, generation skipping transfer and other taxes.

In addition, the tax consequences associated with a Policy remaining in
force after the younger insured's 100th birthday are unclear. You should
consult a tax adviser in all these circumstances.

Other Transactions. Changing the policy owner may have tax consequences.
Exchanging this Policy for another involving the same insureds should have no
federal income tax consequences if there is no debt and no cash or other
property is received, according to Section 1035(a)(1) of the Code. The new
policy would have to satisfy the 7-pay test from the date of the exchange to
avoid characterization as a modified endowment contract. An exchange of a life
insurance contract for a new life insurance contract may, however, result in a
loss of grandfathering status for statutory changes made after the old policy
was issued.

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 consult a tax adviser
regarding the tax attributes of the particular arrangement. Moreover, in
recent years, Congress has adopted new rules relating to corporate owned life
insurance.

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 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, any person or business contemplating the
purchase of a variable life insurance policy or exercising elections under
such a policy should consult a tax adviser.

At the present time, we make no charge to the Variable Life Account for any
federal, state or local taxes (other than state premium

38
<PAGE>

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.

Directors and Principal Management Officers of Minnesota Life

<TABLE>
<CAPTION>
Directors Principal Occupation
--------- --------------------
<C> <S>
Giulio Agostini Senior Vice President, Finance and Administrative
Services, 3M, St. Paul, Minnesota
Anthony L. Andersen Chair-Board of Directors, H. B. Fuller Company, St. Paul,
Minnesota (Adhesive Products) since June 1995, prior
thereto for more than five years President and Chief
Executive Officer, H. B. Fuller Company
Leslie S. Biller Vice Chairman and Chief Operating Officer, Wells Fargo &
Company, San Francisco, California (Banking)
John F. Grundhofer President, Chairman and Chief Executive Officer, U.S.
Bancorp, Minneapolis, Minnesota (Banking)
David S. Kidwell, Ph.D. Dean and Professor of Finance, The Curtis L. Carlson
School of Management, University of Minnesota,
Minneapolis, Minnesota
Reatha C. King, Ph.D. President and Executive Director, General Mills
Foundation, Minneapolis, Minnesota
William B. Lawson, Sr. Chairman and Chief Executive Officer, Lawson Software,
Minneapolis, Minnesota
Thomas E. Rohricht Of Counsel, Doherty, Rumble & Butler Professional
Association, St. Paul, Minnesota (Attorneys)
Robert L. Senkler Chairman of the Board, President and Chief Executive
Officer, Minnesota Life Insurance Company since August
1995; prior thereto for more than five years Vice
President and Actuary, Minnesota Life Insurance Company
Michael E. Shannon Chairman, Chief Financial and Administrative Officer,
Ecolab Inc., St. Paul, Minnesota (Develops and Markets
Cleaning and Sanitizing Products)
Frederick T. Weyerhaeuser Retired since April 1998, prior thereto Chairman and
Treasurer, Clearwater Investment Trust since May 1996,
prior thereto for more than five years, Chairman,
Clearwater Management Company, St. Paul, Minnesota
(Financial Management)
</TABLE>

39
<PAGE>

Principal Officers (other than Directors)

<TABLE>
<CAPTION>
Name Position
---- --------
<C> <S>
John F. Bruder Senior Vice President
Keith M. Campbell Senior Vice President
Robert E. Hunstad Executive Vice President
James E. Johnson Senior Vice President and Actuary
Dennis E. Prohofsky Senior Vice President, General Counsel and Secretary
Gregory S. Strong Senior Vice President and Chief Financial Officer
Terrence M. Sullivan Senior Vice President
Randy F. Wallake Senior Vice President
William N. Westhoff Senior Vice President and Treasurer
</TABLE>

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

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 Funds
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 Funds
for determining shareholders eligible to vote at the meeting of the Funds.
Voting instructions will be solicited in writing prior to such meeting in
accordance with procedures established by the Funds. 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 Funds.
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 Funds or
approve or disapprove an investment advisory contract of the Funds. In
addition, we may disregard voting instructions in favor of changes in the
investment policies or the investment advisers of the Funds 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 Funds or would result in the purchase of
securities for the Funds 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

40
<PAGE>

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 Ascend Financial Services, Inc.
("Ascend Financial") or of other broker-dealers who have entered into selling
agreements with Ascend Financial. Ascend Financial acts as principal
underwriter for the Policies. Ascend Financial is a wholly-owned subsidiary of
Advantus Capital Management, Inc., which in turn is a wholly-owned subsidiary
of Minnesota Life.

Ascend Financial, 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 each 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 40 percent of gross premium in the first policy year; 3 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 VAL-SD
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. On premiums received in excess of that amount we will
pay commissions at a rate of 2 percent.

In addition, Ascend Financial or we will pay, based uniformly on the sales
of 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 VAL-SD 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.

Year 2000 Computer Problem

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

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

41
<PAGE>

Experts

Our financial statements and those of the Minnesota Life 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 Life, 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 Life, 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 sub-standard risks.

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

First Death: the death of the first insured to die. You must give us proof of
the first death as soon as is reasonably possible.

Funds: the mutual funds or separate investment portfolios within series
mutual funds which we have designated as an eligible investment for the
Variable Life Account, currently, Advantus Series Fund, Inc., its Portfolios
and the Templeton Developing Markets Fund, Class 2.

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
Life which is attributable to variable policies, 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 any given date, to pay
for all future guaranteed cost of insurance charges for the entire lifetime of
both insureds, or for the coverage period in the case of extended term
insurance, without the payment of additional premium. We will determine the net
single premium using the policy assumptions and the assumption that the current
face amount of the Policy will remain constant.

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.

Second Death: the death of the second insured to die. We will pay the death
proceeds when we receive due proof of the second death.

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
Life Variable Life Account, where the investment experience of its assets is
kept separate from our other assets.

We, Our, Us: Minnesota Life Insurance Company.

You, Your: the policy owner.

43
<PAGE>

Appendix I
Illustrations of Policy Values, Death Benefits and Premiums
The Appendix I illustrations beginning on page 85 show the projected actual
cash values and death benefits for various combinations of age, premium level,
face amount of insurance, death benefit option and level of cost of insurance
charges. The illustrations assume that 100 percent of net premiums are invested
in the sub-accounts of the Variable Life Account. Illustrations are provided
for a male and female, both non-smokers and both aged 40. The plan of insurance
for each illustration is a whole life plan, each with an initial face amount of
$1,000,000. Both death benefit options--the Cash Option and the Protection
Option are shown. We show all illustrations based on both guaranteed maximum
and current charges.
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. 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 both
insureds. We illustrate current cost of insurance charges since they represent
our current practices with respect to mortality charges for this class of
Policies.
Similarly, we impose a current administration charge and a current face
amount guarantee charge which are less than the guaranteed contractual. These
current charges are expected to compensate us for the actual costs of
administration and for guaranteeing the face amount. If the actual costs
change, these charges may increase or decrease, as necessary although they may
not exceed the maximum stated in the Policy.
The illustrations labeled "Using Current Charges" show actual cash values and
death benefits resulting from charging the Policy for cost of insurance,
administration and the face amount guarantee at the current level. The
illustrations labeled "Using Guaranteed Maximum Charges" shows actual cash
values and death benefits when cost of insurance, administration and the face
amount guarantee charges are deducted from the Policy at the maximum level as
stated in the Policy. These two ledger formats can be compared to demonstrate
the result of our charging less than the maximum 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 Funds 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
percent and represents an average of the annual fee charged for all portfolios
of the Funds. In addition to the deduction for the investment management fee,
the illustrations also reflect a deduction for those Fund costs and expenses
borne by the Funds. Fund expenses illustrated are percent, representing an
average of the 1998 expense ratios of the portfolios of the Funds. Therefore,
gross annual rates of return of 0 percent, 6 percent and 12 percent correspond
to approximate net annual rates of return of percent, percent and
percent.

83
<PAGE>

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 the age,
sex and risk classification of each insured, 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 actual situation. For example, illustrations
for smokers or individuals who are rated sub-standard will differ materially in
premium amount and illustrated values, even though the insureds may be the same
ages as the insureds in our sample illustration.

84
<PAGE>

VAL-SD
DEATH BENEFIT OPTION--CASH OPTION
MALE NONSMOKER ISSUE AGE 40
FEMALE NONSMOKER ISSUE AGE 40
INITIAL DEATH BENEFIT--$1,000,000(1)

$10,806 INITIAL SCHEDULED PREMIUM(2)

USING CURRENT CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 6.00% GROSS(3) 12.00% GROSS(3)
INITIAL (-1.36% NET) (4.64% NET) (10.64% NET)
POL BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
- --- ------- -------- ---------- -------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $10,806 $ 175 $1,000,000 $ 198 $1,000,000 $ 221 $1,000,000
2 10,806 9,309 1,000,000 9,912 1,000,000 10,517 1,000,000
3 10,806 18,310 1,000,000 20,067 1,000,000 21,900 1,000,000
4 10,806 27,170 1,000,000 30,675 1,000,000 34,475 1,000,000
5 10,806 35,892 1,000,000 41,757 1,000,000 48,369 1,000,000
6 10,806 44,477 1,000,000 53,335 1,000,000 63,724 1,000,000
7 10,806 52,919 1,000,000 65,424 1,000,000 80,686 1,000,000
8 10,806 61,221 1,000,000 78,048 1,000,000 99,429 1,000,000
9 10,806 69,375 1,000,000 91,225 1,000,000 120,132 1,000,000
10 10,806 77,385 1,000,000 104,980 1,000,000 143,112 1,000,000
15 10,806 116,271 1,000,000 184,749 1,000,000 300,708 1,000,000
20 10,806 152,665 1,000,000 284,666 1,000,000 565,599 1,312,661
25 10,806 186,050 1,000,000 409,548 1,000,000 1,004,909 1,963,917
30 10,806 214,686 1,000,000 565,409 1,000,000 1,729,991 2,868,913
</TABLE>

(1) The initial death benefit is guaranteed to age 100.
(2) If premiums are paid more frequently than annually, the payments would be
$5,403.00 semi-annually, $2,701.50 quarterly, or $900.50 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 LIFE OR THE FUNDS THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

85
<PAGE>

VAL-SD
DEATH BENEFIT OPTION--CASH OPTION
MALE NONSMOKER ISSUE AGE 40
FEMALE NONSMOKER ISSUE AGE 40
INITIAL DEATH BENEFIT--$1,000,000(1)

$10,806 INITIAL SCHEDULED PREMIUM(2)

USING GUARANTEED MAXIMUM CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 6.00% GROSS(3) 12.00% GROSS(3)
INITIAL (-1.36% NET) (4.64% NET) (10.64% NET)
POL BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
- --- ------- -------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $10,806 $ 0 $1,000,000 $ 14 $1,000,000 $ 32 $1,000,000
2 10,806 8,958 1,000,000 9,536 1,000,000 10,120 1,000,000
3 10,806 17,784 1,000,000 19,490 1,000,000 21,272 1,000,000
4 10,806 26,472 1,000,000 29,887 1,000,000 33,591 1,000,000
5 10,806 35,025 1,000,000 40,748 1,000,000 47,203 1,000,000
6 10,806 43,443 1,000,000 52,096 1,000,000 62,245 1,000,000
7 10,806 51,720 1,000,000 63,943 1,000,000 78,861 1,000,000
8 10,806 59,859 1,000,000 76,315 1,000,000 97,220 1,000,000
9 10,806 67,853 1,000,000 89,227 1,000,000 117,500 1,000,000
10 10,806 75,704 1,000,000 102,705 1,000,000 139,907 1,000,000
15 10,806 112,492 1,000,000 179,177 1,000,000 292,359 1,000,000
20 10,806 144,085 1,000,000 272,484 1,000,000 544,956 1,266,951
25 10,806 167,438 1,000,000 384,620 1,000,000 955,579 1,873,805
30 10,806 174,283 1,000,000 516,142 1,000,000 1,606,053 2,678,886
</TABLE>

86
<PAGE>

VAL-SD
DEATH BENEFIT OPTION--PROTECTION OPTION
MALE NONSMOKER ISSUE AGE 40
FEMALE NONSMOKER ISSUE AGE 40
INITIAL DEATH BENEFIT--$1,000,000(1)

$10,806 INITIAL SCHEDULED PREMIUM(2)

USING CURRENT CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 6.00% GROSS(3) 12.00% GROSS(3)
INITIAL (-1.36% NET) (4.64% NET) (10.64% NET)
POL BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
- --- ------- -------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $10,806 $ 175 $1,000,000 $ 198 $1,000,000 $ 221 $1,000,000
2 10,806 9,309 1,000,175 9,912 1,000,198 10,517 1,000,221
3 10,806 18,310 1,009,309 20,067 1,009,912 21,900 1,010,517
4 10,806 27,168 1,018,310 30,673 1,020,067 34,472 1,021,900
5 10,806 35,887 1,027,168 41,751 1,030,673 48,363 1,034,472
6 10,806 44,469 1,035,887 53,325 1,041,751 63,712 1,048,363
7 10,806 52,905 1,044,469 65,405 1,053,325 80,663 1,063,712
8 10,806 61,197 1,052,905 78,017 1,065,405 99,387 1,080,663
9 10,806 69,339 1,061,197 91,175 1,078,017 120,064 1,099,387
10 10,806 77,331 1,069,339 104,904 1,091,175 143,029 1,120,064
15 10,806 116,182 1,108,566 184,615 1,167,197 300,507 1,262,364
20 10,806 152,502 1,145,477 284,343 1,262,591 564,952 1,812,104
25 10,806 185,659 1,179,313 408,596 1,381,548 1,002,476 2,856,607
30 10,806 212,443 1,207,916 562,361 1,528,994 1,720,230 4,402,473
</TABLE>

87
<PAGE>

VAL-SD
DEATH BENEFIT OPTION--PROTECTION OPTION
MALE NONSMOKER ISSUE AGE 40
FEMALE NONSMOKER ISSUE AGE 40
INITIAL DEATH BENEFIT--$1,000,000(1)

$10,806 INITIAL SCHEDULED PREMIUM(2)

USING GUARANTEED MAXIMUM CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 6.00% GROSS(3) 12.00% GROSS(3)
INITIAL (-1.36% NET) (4.64% NET) (10.64% NET)
POL BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
- --- ------- -------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $10,806 $ 0 $1,000,000 $ 14 $1,000,000 $ 32 $1,000,000
2 10,806 8,957 1,000,000 9,536 1,000,014 10,120 1,000,032
3 10,806 17,784 1,008,957 19,489 1,009,536 21,271 1,010,120
4 10,806 26,470 1,017,784 29,885 1,019,489 33,589 1,021,271
5 10,806 35,020 1,026,470 40,743 1,029,885 47,197 1,033,589
6 10,806 43,434 1,035,020 52,086 1,040,743 62,233 1,047,197
7 10,806 51,706 1,043,434 63,925 1,052,086 78,838 1,062,233
8 10,806 59,836 1,051,706 76,284 1,063,925 97,180 1,078,838
9 10,806 67,817 1,059,836 89,178 1,076,284 117,433 1,097,180
10 10,806 75,651 1,067,817 102,630 1,089,178 139,800 1,117,433
15 10,806 112,219 1,105,296 178,713 1,162,282 291,564 1,254,985
20 10,806 143,064 1,137,479 270,409 1,250,795 540,634 1,739,410
25 10,806 164,276 1,161,195 376,835 1,354,644 935,742 2,684,274
30 10,806 165,472 1,167,550 489,195 1,467,002 1,522,529 3,950,528
</TABLE>

88
<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-SD
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 a federal tax related to premiums.
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 first year:
-----------------------------------------------------------------------------------------
<S> <C>
7.00% Sales Load Additional sales load (up to 23%)
1.25% Federal Tax Underwriting charge (up to $10/$1,000 of
insurance coverage)
2.50% Premium Tax
-----------------
10.75% Total
</TABLE>

In addition to the charges described above, there are additional charges for
substandard risk policies. These charges are taken directly from the premium.

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 portfolios of the Funds you have selected which is
referred to as the Variable Life Account. For a VAL-SD insurance policy, the
value in the Variable Life Account is determined by the number of 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, the face amount guarantee charge 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. The face amount guarantee charge compensates the company for
guaranteeing the face amount of the policy. In addition, transaction charges
are also taken from the actual cash value as transactions occur.

Table A

Direct charges taken from actual cash value:
--------------------------------------------------------------

.Administration charge (currently $10/month)
.Face amount guarantee charge (currently 2c/1,000/month
.Cost of insurance charge
.If applicable: Transaction Charges

89
<PAGE>

The indirect set of charges include the Mortality and Expense Risk charge
taken from the Variable Life Account plus the Advisory Fee and Fund Expense
taken from the Funds. 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 Fund charges cover the advisory fee of
the fund manager and portfolio expense for each of the portfolios.

For illustration purposes, we use an average of the actual Mortality and
Expense Risk Charge, Advisory Fee and Fund Expense which is percent. 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 percent = assumed net rate of return of percent.

Table B -- Indirect Charges
Actual Variable Life Separate Account Expenses and Fund Fees

<TABLE>
<CAPTION>
Mortality Other
and Expense Advisory Fund
Portfolio Name Risk Fee + Expenses = Total
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Advantus Series Fund, Inc.:
Growth...................... 0.50% 0.50% + 0.03% = 1.03%
Bond........................ 0.50% 0.50% + 0.05% = 1.05%
Money Market................ 0.50% 0.50% + 0.08% = 1.08%
Asset Allocation............ 0.50% 0.50% + 0.03% = 1.03%
Mortgage Securities......... 0.50% 0.50% + 0.07% = 1.07%
Index 500................... 0.50% 0.40% + 0.04% = 0.94%
Capital Appreciation........ 0.50% 0.75% + 0.03% = 1.28%
International Stock......... 0.50% 0.70% + 0.24% = 1.44%
Small Company Growth........ 0.50% 0.75% + 0.04% = 1.29%
Value Stock................. 0.50% 0.75% + 0.04% = 1.29%
Small Company Value......... 0.50% 0.75% + 0.15% = 1.40%
Global Bond................. 0.50% 0.60% + 0.53% = 1.63%
Index 400 Mid-Cap........... 0.50% 0.40% + 0.15% = 1.05%
Macro-Cap Value............. 0.50% 0.70% + 0.15% = 1.35%
Micro-Cap Growth............ 0.50% 1.10% + 0.15% = 1.75%
Real Estate Securities...... 0.50% 0.75% + 0.15% = 1.40%
Templeton Variable Product
Series:
Developing Markets Fund
Class 2.................... 0.50% 1.25% + 0.66% = 2.41%
---- ---- ---- ----
Average................... 0.50% 0.67% + 0.15% = 1.32%
</TABLE>

90
<PAGE>

[FLOW CHART APPEARS HERE]

YOUR VAL-SD PREMIUM AT WORK
---------------------------

- ----------------------------------------------
Variable Adjustable Life Second Death

. Male and Female, both Age 40, Non-smokers

. $1,000,000 Insurance Benefit

. Cash Death Benefit Option

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

+ Net Rate X Actual Cash Value

- ----------------------------------------------
9.00% Gross Rate
-1.32% Charges from Variable Life
---------- Account & Series Fund
7.68% Net Rate
- ----------------------------------------------

- - Charges from Actual Cash Value

- -------------------------------------
Administration Fee
Face Guarantee Charge
Cost of Insurance Charge
- -------------------------------------

= VAL-SD Policy Values

[_] Charges taken annually from the $10,806 premium: sales load (7%), premium
tax (2.5%) and federal tax (1.25%).
Charges taken from the $10,806 premium in the first year only: sales load
(23%) and underwriting charge (up to $10 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 Funds. This rate is for illustrative purposes and is not an
indication of future results.

- Administrative fee is $10 a month and face guarantee charge of 2 cents per
thousand per month. Cost if insurance charge is the cost of providing the
death benefit which varies based on age, gender, health, premium level and
duration.

YEAR 1 YEAR 2 YEAR 3 YEAR 4
$10,806 $10,806 $10,806 $10,806

------- ------------ ------------ ------------
Charges Charges From Charges From Charges From
From Premium Premium Premium
Premium ------------ ------------ ------------
-------

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

------- Net Net Net
Net Premium Premium Premium
Premium
------- ------------ ------------ ------------

To Actual Cash Value

$32,537
-------

$20,974
-------

$10,214
-------

$209
----

91
<PAGE>

VAL-SD
DEATH BENEFIT OPTION--CASH OPTION
MALE NONSMOKER ISSUE AGE 40
FEMALE NONSMOKER ISSUE AGE 40
INITIAL DEATH BENEFIT--$1,000,000(1)

$10,806 INITIAL SCHEDULED PREMIUM(2)

USING CURRENT CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 9.00% GROSS(3) 12.00% GROSS(3)
INITIAL (-1.36% NET) (7.64% NET) (10.64% NET)
POL BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
- --- ------- -------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $10,806 $ 175 $1,000,000 $ 209 $1,000,000 $ 221 $1,000,000
2 10,806 9,309 1,000,000 10,214 1,000,000 10,517 1,000,000
3 10,806 18,310 1,000,000 20,974 1,000,000 21,900 1,000,000
4 10,806 27,170 1,000,000 32,537 1,000,000 34,475 1,000,000
5 10,806 35,892 1,000,000 44,965 1,000,000 48,369 1,000,000
6 10,806 44,477 1,000,000 58,325 1,000,000 63,724 1,000,000
7 10,806 52,919 1,000,000 72,679 1,000,000 80,686 1,000,000
8 10,806 61,221 1,000,000 88,105 1,000,000 99,429 1,000,000
9 10,806 69,375 1,000,000 104,676 1,000,000 120,132 1,000,000
10 10,806 77,385 1,000,000 122,504 1,000,000 143,112 1,000,000
15 10,806 116,271 1,000,000 235,100 1,000,000 300,708 1,000,000
20 10,806 152,665 1,000,000 397,584 1,000,000 565,599 1,312,661
25 10,806 186,050 1,000,000 636,529 1,270,995 1,004,909 1,963,917
30 10,806 214,686 1,000,000 980,082 1,662,865 1,729,991 2,868,913
</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 LIFE OR THE FUNDS THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

92
<PAGE>

VAL-SD
DEATH BENEFIT OPTION--CASH OPTION
MALE NONSMOKER ISSUE AGE 40
FEMALE NONSMOKER ISSUE AGE 40
INITIAL DEATH BENEFIT--$1,000,000(1)

$10,806 INITIAL SCHEDULED PREMIUM(2)

USING GUARANTEED MAXIMUM CHARGES

<TABLE>
<CAPTION>
-ASSUMING HYPOTHETICAL INVESTMENT RETURNS OF-
0% GROSS(3) 9.00% GROSS(3) 12.00% GROSS(3)
INITIAL (-1.36% NET) (7.64% NET) (10.64% NET)
POL BASE POLICY DEATH POLICY DEATH POLICY DEATH
YR PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT
- --- ------- -------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $10,806 $ 0 $1,000,000 $ 23 $1,000,000 $ 32 $1,000,000
2 10,806 8,958 1,000,000 9,828 1,000,000 10,120 1,000,000
3 10,806 17,784 1,000,000 20,372 1,000,000 21,272 1,000,000
4 10,806 26,472 1,000,000 31,703 1,000,000 33,591 1,000,000
5 10,806 35,025 1,000,000 43,881 1,000,000 47,203 1,000,000
6 10,806 43,443 1,000,000 56,971 1,000,000 62,245 1,000,000
7 10,806 51,720 1,000,000 71,035 1,000,000 78,861 1,000,000
8 10,806 59,859 1,000,000 86,149 1,000,000 97,220 1,000,000
9 10,806 67,853 1,000,000 102,384 1,000,000 117,500 1,000,000
10 10,806 75,704 1,000,000 119,827 1,000,000 139,907 1,000,000
15 10,806 112,492 1,000,000 228,308 1,000,000 292,359 1,000,000
20 10,806 144,085 1,000,000 382,705 1,000,000 544,956 1,266,951
25 10,806 167,438 1,000,000 604,125 1,210,107 955,579 1,873,805
30 10,806 174,283 1,000,000 909,157 1,551,131 1,606,053 2,678,886
</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 LIFE OR THE FUNDS THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

93
<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 insureds with the following characteristics: The insureds
are a male and a female, both non-smokers and both age 40 at Policy issue. The
VAL-SD Insurance Policy has a face amount of $1,000,000, with a level face
amount and a whole life plan of insurance. The Protection Option has been
chosen as the form of the death benefit option. 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 Life deducted current charges. This situation is shown
in Appendix I, "Illustrations of Policy Values, Death Benefits and Premiums,"
on page 83 of this prospectus.
Now, further assume that the second death occurs at the end of the tenth
policy year, 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 (the actual cash value plus any
policy loan) on the date of the second death--composed of the Policy's interest
in one or more of the sub-accounts of the Variable Life Account--is equal to
$ . Under the Protection Option the death benefit will be $ .
The total proceeds 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 Cash Option
death benefit was elected. This situation is shown in Appendix I,
"Illustrations of Policy Values, Death Benefits and Premiums," on page 83 of
this prospectus.

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 then
current face amount. In this example, again assuming timely payment of
premiums, no withdrawals and no policy loan activity, the policy value on the
date of the second death would be $ . This is a higher value than 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 $1,000,000.
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 second death occurs is also included as part of the
Policy proceeds.

94
<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 Policy with the following characteristics: The insureds
are a male and a female, both non-smokers and both age 40 at Policy issue. The
VAL-SD Insurance Policy has a face amount of $1,000,000, with a level face
amount and a whole life plan of insurance. 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 Life deducted current charges. This situation is shown
in Appendix I, "Illustrations of Policy Values, Death Benefits and Premiums,"
on page 83 of this prospectus.
Now assume that 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>
$48,131 $48,363
</TABLE>
<TABLE>
<CAPTION>
End of Year
Total Death Benefit
With Loan Without Loan
--------- ------------
<S> <C>
$1,048,131 $1,048,363
</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 Cash Option
death benefit was elected. 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>
$48,137 $48,369
</TABLE>
<TABLE>
<CAPTION>
End of Year
Total Death Benefit
With Loan Without Loan
--------- ------------
<S> <C>
$1,000,000 $1,000,000
</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, the owner would receive only
the actual cash value in the sub-accounts of the Variable Life Account.
Similarly, if the second death were to occur 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.

95
<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 $10,000 and where the premium paying
period, prior to any reduction in face amount, is 20 years. The insureds are a
male and a female, both non-smokers and both age 60 at Policy issue, with a
joint life expectancy of 25 years. As premiums are paid in each year, we will
assess a basic sales load of 7 percent or $700 in each year. Also, as premiums
are paid in the first year, we will assess a first year sales load of 23
percent or $2,300. Therefore, in the first year the sales load charges will
total $3,000 or 30 percent ($3,000 / $10,000), and over the 15 year period from
policy issue sales load charges will total $12,800 or 8.54 percent ($12,800 /
$150,000).
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 $10,000 and where the
premium paying period prior to any reduction in face amount is 20 years.
Further assume that the insureds are a male and a female, both non-smokers and
both age 80 at Policy issue, with a joint 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 joint life expectancy of the insureds. As
premiums are paid in each year we will assess the basic sales load of 7
percent, or $700, but the first year sales load applicable to premiums paid in
the first year will be reduced from 23 percent to 18 percent, or $1,800.
Therefore, in the first year the sales load charges will total $2,500 or 25
percent ($2,500 / $10,000), and over the period of the joint life expectancy of
the insureds sales load charges will total $8,100 or 9 percent ($8,100 /
$90,000).
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 $10,000 annually as in the
example above and further assume that the premiums are being paid on a monthly
basis, $833.33 per month. As premiums are paid in each year we will assess a
basic sales load of 7 percent of premiums received or $700 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 $2,300. Now assume an adjustment is made, after
the payment of six monthly premiums, and that the premium is increased from
$10,000 to $12,000. 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 $2,300 has been collected, a
first year sales load of $1,150 remains to be collected. The $2,000 increase in
premium will also be assessed a first year sales load of 23 percent, or $460.
Both are added together and will be collected in the 12 months following the
adjustment. Therefore, after the adjustment of the premium to a $12,000 amount,
and assuming that premiums continue to be paid on a monthly basis, each monthly
premium of $1,000 will be subjected to a total sales load amount of $204.17,
consisting of $70 of basic sales load, and $134.17 of first year sales load.

96
<PAGE>

Appendix VI
Average Annual Returns
Twenty-Year Holding Periods

[BAR CHART APPEARS HERE]

Type 1957 1962 1967 1972 1977 1982 1987 1992 1997 1998
- ----- ------ ------ ------ ------ ----- ----- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury 0.912 1.496 2.378 3.387 4.439 6.513 7.444 7.700 7.289 7.171
Inflation 3.454 2.978 1.866 2.350 3.984 6.010 6.314 6.214 4.886 4.527
Bonds 2.516 2.484 2.011 2.948 3.988 4.471 7.885 9.541 10.288 10.857
Stocks 12.976 15.251 14.628 11.674 8.119 8.295 9.269 11.334 16.646 17.747
</TABLE>

Ending periods from 1957-1998

Source: Stocks, Bonds, Bills and Inflation (SBBI), Analyzer 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: 1938-1957, 1943-1962,
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 statistics on the performance of stocks in relation to high
grade, long-term corporate bonds and U.S. Treasury bills over the 54 twenty-
year periods beginning in 1926 and ending in 1998 include:

The average annual return of stocks was higher than that of bonds in 51
of the 54 periods.

The average annual return of stocks was higher than that of U.S. Treasury
bills in all of the 54 periods.

The average annual return of stocks was higher than inflation in all of
the 54 periods.

In the 44 thirty-year periods beginning in 1926 and ending in 1998, the
average annual return of stocks was higher than that of bonds, U.S. Treasury
bills and inflation in all 44 time periods.

From 1926 through 1998, the average annual return for this 73 year period
was:

11.2% for common stocks

5.80% for high grade, long-term corporate bonds

3.77% for U.S. Treasury bills

97
<PAGE>
Appendix VII
S&P 500

PERFORMANCE HISTORY 1926-1998

[BAR CHART 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
97 33.36

98 28.58

Source: Stocks, Bonds, Bills and Inflation (SBBI), Analyzer 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 73 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.

98
<PAGE>

Appendix VIII
RANGE OF RETURNS
Rolling Period Returns Using Ibbotson Asset Class Information*

(1960 through 1998)

[BAR CHART APPEARS HERE]

1 YEAR HIGH % LOW % MEAN %
ROLLING PERIOD RETURN RETURN RETURN
- ----------------------- ------ ------ --------
Small Cap 83.569 -30.904 16.476
Large Cap Stocks (S&P 500) 37.430 -26.468 13.267
Corporate Bonds 42.562 -8.090 8.176
Government Bonds 29.097 -5.144 7.545
United States T-Bills 14.709 2.127 5.672

5 YEAR HIGH % LOW % MEAN %
ROLLING PERIOD RETURN RETURN RETURN
- ----------------------- ------ ------ -------
Small Cap 39.804 -12.252 14.504
Large Cap Stocks (S&P 500) 24.057 -2.356 10.984
Corporate Bonds 22.513 -2.222 7.445
Government Bonds 16.978 2.080 7.366
United States T-Bills 11.115 2.834 5.974

10 YEAR HIGH % LOW % MEAN %
ROLLING PERIOD RETURN RETURN RETURN
- ----------------------- ------ ------ --------
Small Cap 30.381 3.199 13.111
Large Cap Stocks (S&P 500) 19.185 1.238 10.277
Corporate Bonds 16.319 1.677 7.470
Government Bonds 13.126 3.484 7.584
United States T-Bills 9.174 3.878 6.222

15 YEAR HIGH % LOW % MEAN %
ROLLING PERIOD RETURN RETURN RETURN
- ----------------------- ------ ------ ----------
Small Cap 23.326 5.872 14.081
Large Cap Stocks (S&P 500) 17.904 4.307 10.333
Corporate Bonds 13.659 3.077 7.601
Government Bonds 11.272 4.755 7.864
United States T-Bills 8.323 4.556 6.593

20 YEAR HIGH % LOW % MEAN %
ROLLING PERIOD RETURN RETURN RETURN
- ----------------------- ------ ------ ----------
Small Cap 20.334 11.472 14.250
Large Cap Stocks (S&P 500) 17.747 6.761 9.732
Corporate Bonds 10.857 3.028 7.006
Government Bonds 9.851 4.836 7.451
United States T-Bills 7.718 5.087 6.428

30 YEAR HIGH % LOW % MEAN %
ROLLING PERIOD RETURN RETURN RETURN
- ----------------------- ------ ------ ----------
Small Cap 15.099 12.052 12.642
Large Cap Stocks (S&P 500) 12.668 9.946 9.900
Corporate Bonds 9.142 6.801 7.086
Government Bonds 8.714 7.338 7.283
United States T-Bills 6.770 6.339 6.010

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,
Government 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.

99
<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 99 pages.

Part II
Undertakings - Indemnification; previously filed.
Representation of Insurer Pursuant to (S)26 of the Investment Company
Act of 1940.

Minnesota 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 to be filed by subsequent
amendment:
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; previously filed as
Exhibit A(1) to Registrant's Form S-6, File Number 33-64395, is
hereby incorporated by reference.

(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; previously filed as Exhibit A(3)(a)
to Registrant's Form S-6, File Number 33-64395, is hereby
incorporated by reference.

(b) Specimen of typical agreements between principal underwriter and
dealers, managers, sales supervisors and salesmen.
Agent and General Agent Sales Agreements; previously filed as
Exhibit A(3)(b) to Registrant's Form S-6, File Number
33-64395, is hereby incorporated by reference.

(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 95-690; previously
filed as Exhibit A(5)(a) to Registrant's Form S-6, File Number
33-64395, is hereby incorporated by reference.
(b) Waiver of Premium Agreement, form 95-917; previously filed as
Exhibit A(5)(b) to Registrant's Form S-6, File Number 33-64395, is
hereby incorporated by reference.
(c) Estate Preservation Agreement, form 95-943; previously filed as
Exhibit A(5)(c) to Registrant's Form S-6, File Number 33-64395, is
hereby incorporated by reference.
(d) Single Life Term Insurance Agreement, form 95-944; previously
filed as Exhibit A(5)(d) to Registrant's Form S-6, File Number
33-64395, is hereby incorporated by reference.
(e) Short Term Agreement, form F. E324.1 3-65; previously filed as
Exhibit A(5)(a) to Registrant's Form S-6, File Number 33-64395, is
hereby incorporated by reference.

(f) Protection Option Amendment, form 98-946; previously filed as
Exhibit A(5)(f) to Registrant's Form S-6, File Number 33-64395,
Post-Effective Amendment Number 2, is hereby incorporated by
reference.

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

(a) The Restated Certificate of Incorporation 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. 10-1997;
previously filed as Exhibit A(10)(a) to Registrant's Form
S-6, File Number 33-64395, Post-Effective Amendment Number
2, is hereby incorporated by reference.

(b) Supplement to Application - Part 1, form F. 43186V 7-95;
previously filed as Exhibit A(10)(b) to Registrant's Form
S-6, File Number 33-64395, is hereby incorporated by
reference.

(c) Application - Part 3 - Authorization New Issue, form F.
42663 10-1997; previously filed as Exhibit A(10)(c) to
Registrant's Form S-6, File Number 33-64395,
Post-Effective Amendment Number 2, is hereby incorporated
by reference.

(d) Policy Change Application - Part 1, form F. 44096 Rev.
10-1997; previously filed as Exhibit A(10)(d) to
Registrant's Form S-6, File Number 33-64395,
Post-Effective Amendment Number 2, is hereby incorporated
by reference.

(e) Policy Change Application - Part 3, form F. 44098 Rev.
10-1997; previously filed as Exhibit A(10)(e) to
Registrant's Form S-6, File Number 33-64395,
Post-Effective Amendment Number 2, is hereby incorporated
by reference.

(f) Variable Suitability Application - New Issue, form F.
48653 2-1998; previously filed as Exhibit A(10)(f) to
Registrant's Form S-6, File Number 33-64395,
Post-Effective Amendment Number 2, is hereby incorporated
by reference.

(g) Variable Suitability Application - Policy Change, form F.
48654 Rev. 2-1998; previously filed as Exhibit A(10)(g) to
Registrant's Form S-6, File Number 33-64395,
Post-Effective Amendment Number 2, is hereby incorporated
by reference.

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. to be filed by subsequent
amendment.

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

E. Opinion and Consent of Mr. Jaymes G. Hubbell, F.S.A. to be filed by
subsequent amendment.

F. Consent of Jones & Blouch L.L.P. to be filed by subsequent amendment.

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

None.

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

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

J. Financial Data Schedule, to be filed by subsequent amendment.

(1) Growth Sub-Account.
(2) Bond Sub-Account.
(3) Money Market Sub-Account.
(4) Asset Allocation Sub-Account.
(5) Mortgage Securities Sub-Account.
(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. Minnesota Life Insurance Company - Power of Attorney to Sign Registration
Statements.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Minnesota Life Variable Life Account, 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 3rd
day of March, 1999.

MINNESOTA LIFE VARIABLE LIFE ACCOUNT
(Registrant)

By: MINNESOTA 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,
Minnesota Life Insurance Company, 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 3rd
day of March, 1999.

MINNESOTA 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, March 3, 1999
- -------------------------- President and Chief
Robert L. Senkler Executive Officer

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

<PAGE>

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

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

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

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

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

Director
- ---------------------------
William B. Lawson, Sr.

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

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

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

/s/ Gregory S. Strong Vice President March 3, 1999
- --------------------------- (chief financial officer)
Gregory S. Strong

/s/ Gregory S. Strong Vice President March 3, 1999
- --------------------------- (chief accounting officer)
Gregory S. Strong

/s/ Dennis E. Prohofsky Attorney-in-Fact March 3, 1999
- ---------------------------
*By Dennis E. Prohofsky

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

<PAGE>

EXHIBIT INDEX

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

A(6)(a) The Restated Certificate of Incorporation of the Depositor.

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

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

I.(1) Notice of Withdrawal Right and Request for Cancellation of
Policy.

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

K. Minnesota Life Insurance Company - Power of Attorney to Sign
Registration Statement.

<PAGE>

RESTATED CERTIFICATE OF INCORPORATION
of
MINNESOTA LIFE INSURANCE COMPANY

Robert L. Senkler and Dennis E. Prohofsky, respectively, the President and
Secretary of Minnesota Life Insurance Company, a corporation under and existing
by virtue of the laws of the State of Minnesota, do hereby certify that the
following Restated Certificate of Incorporation was duly adopted by an
affirmative vote of a majority of the stockholders at a special meeting of the
Company on December 10, 1998.

This Restated Certificate of Incorporation of Minnesota Life Insurance Company
supersedes and takes the place of the existing Certificate of Incorporation and
all amendments to it:

ARTICLE I

The name of the Company is Minnesota Life Insurance Company (the "Company").

ARTICLE II

The principal office of the Company shall be located at 400 Robert Street North,
Saint Paul, Minnesota 55101-2098.

ARTICLE III

The Company is incorporated for the purpose of transacting the business of and
making insurance upon the lives of individuals and every assurance pertaining
thereto or connected therewith, to grant, purchase and dispose of annuities and
endowments of every kind and description whatsoever, to provide an indemnity
against death and for weekly or other periodic indemnity for disability
occasioned by accident or sickness to the person of the assured and to have all
the further rights, powers and privileges granted or permitted life insurance
companies organized under the provisions of Minnesota Statutes, Chapter 300, and
all Acts amendatory thereof or additional thereto.

ARTICLE IV

The duration and continuation of the Company shall be perpetual.

ARTICLE V

The authorized capital stock of this Company shall be 5,000,000 shares initially
paid in by operation of Minnesota Statutes Section 60A.077 and subsequently paid
in cash, consisting of shares of Common Stock, with par value of $1.00 per
share. Each share of the Common Stock shall have one vote per share.

No shareholder of the Company shall have any pre-emptive or preferential right,
nor be entitled as such as a matter of right, to subscribe for or purchase any
part of any new or additional issue
<PAGE>

of stock of the Company of any class or series, whether issued for money or for
consideration other than money, or of any issue of securities convertible into
stock of the Company.

ARTICLE VI

The corporate powers of the Company shall be vested in a Board of Directors of
at least five persons and shall be exercised by the Board of Directors and by
such officers, agents, employees and committees as the Board of Directors may,
in its discretion, from time to time appoint and empower. The Board of
Directors shall have the power from time to time to make, amend or repeal such
bylaws, rules and regulations for the transaction of the business of the Company
as the Board of Directors may deem expedient and as are not inconsistent with
this Certificate of Incorporation or the constitution or other laws of the State
of Minnesota.

The directors of the Company shall be divided into three classes, as nearly
equal in number as reasonably possible: the first class, the second class and
the third class. Each such director shall serve for a term ending on the third
annual meeting of stockholders following the annual meeting at which such
director was elected, provided, that the directors first elected to the first
class shall serve for a term ending upon the election of directors at the annual
meeting in 2000, the directors first elected to the second class shall serve for
a term ending upon the election of directors at the annual meeting in 2001, and
the directors first elected to the third class shall serve for a term ending
upon the election of directors at the annual meeting in 2002.

At each annual election, commencing at the annual meeting in 2000, the
successors to the class of directors whose term expires at that time shall be
elected by stockholders to hold office for a term of three years to succeed
those directors whose term expires, so that the term of one class of directors
shall expire each year.

Notwithstanding the requirement that the three classes of directors shall be as
nearly equal in number of directors as reasonably possible, in the event of any
change in the authorized number of directors, each director then continuing to
serve as such shall nevertheless continue as a director of the class of which he
or she is a member until the expiration of his or her current term, or his or
her prior resignation, disqualification, disability or removal. There shall be
no cumulative voting in the election of the directors.

Any vacancy on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office, an increase in the number of
directorships or other cause shall be filled only by the affirmative vote of a
majority of directors then in office, although less than a quorum or by the sole
remaining director. A director so chosen shall hold office for a term expiring
at the annual meeting at which the term of the class to which he or she has been
elected expires. If the number of directors is changed, any increase or
decrease shall be apportioned among the three classes by a two-thirds (2/3) vote
of the directors then in office. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

-2-
<PAGE>

ARTICLE VII

The incumbent members of the Board of Directors as of the date of the filing of
this Restated Certificate of Incorporation shall continue to be directors of the
Company until their successors are duly elected and qualified in accordance with
the bylaws. The current members of the Board of Directors who shall continue to
be directors of the Company and their respective addresses are:

Name of Director Address

Giulio Agostini 3M
3M Center - Executive 220-14W-08
St. Paul, MN 55144-1000

Anthony L. Andersen H. B. Fuller Company
2424 Territorial Road
St. Paul, MN 55114

Leslie S. Biller Norwest Corporation
Sixth and Marquette
Minneapolis, MN 55479-1052

John F. Grundhofer U.S. Bancorp
601 2nd Avenue South
Suite 2900
Minneapolis, MN 55402-4302

Harold V. Haverty 701 Fourth Avenue South, Suite 300
Minneapolis, MN 55415

David S. Kidwell The Curtis L. Carlson School
of Management
University of Minnesota
321 19th Avenue South
Minneapolis, MN 55455

Reatha C. King General Mills Foundation
P O Box 1113
Minneapolis, MN 55440

Thomas E. Rohricht Doherty, Rumble & Butler P.A.
2800 Minnesota World Trade Center
30 East Seventh Street
St. Paul, MN 55101-4999

Terry T. Saario Bravo!, LLC
900 Hennepin Avenue
Minneapolis, MN 55403

-3-
<PAGE>

Robert L. Senkler Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101

Michael E. Shannon Ecolab, Inc.
370 Wabasha Street
Ecolab Center
St. Paul, MN 55102

Frederick T. Weyerhaeuser Clearwater Investment Trust
332 Minnesota Street
Suite W-2090
St. Paul, MN 55101-1308

ARTICLE VIII

A director of the Company shall not be liable to the Company or the stockholders
of the Company for monetary damages for a breach of the fiduciary duty of care
as a director, except to the extent such exemption from liability or limitation
thereof is not permitted under the Minnesota Statutes, Section 300.64, as the
same currently exists or hereafter is amended. Specifically such exemption
shall not apply to:

(a) a breach of the director's duty of loyalty to the Company or its
stockholders;

(b) acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of the law;

(d) payment of a dividend when the Company is insolvent;

(e) intentional neglect or refusal to perform a duty imposed by law;

(f) a transaction from which the director derives an improper personal
benefit; or

(g) an act or omission occurring prior to the date when this Restated
Certificate of Incorporation became effective.

ARTICLE IX

In no event shall any funds or investments be held in the name of any individual
who is an officer or employee of the Company. The Board of Directors shall
designate those banks and financial institutions in which the Company funds
shall be deposited. The Board by separate resolution also shall designate the
persons authorized to withdraw or transfer funds held in those accounts. No
funds shall be withdrawn or transferred from those accounts except upon the
authorization of the person or persons so authorized.

-4-
<PAGE>

ARTICLE X

The annual meeting of the Company shall be held on the first Tuesday in May of
each year, if not a legal holiday, and if a legal holiday, then on the next day
not a legal holiday.

ARTICLE XI

The Company is authorized to issue any or all of its policies with or without
participation in profits, savings or unabsorbed portions of premiums; to
classify such policies issued on a participating or nonparticipating basis; and
to determine the right to participate and the extent of participation of any
class or classes of such policies, at the discretion of the Board of Directors.
The declaration and crediting of any policy dividend shall be subject to
approval by majority vote of the Minnesota Mutual Companies, Inc. Board of
Directors.

ARTICLE XII

This Restated Certificate of Incorporation may be amended at any annual meeting
of the Company, or any special meeting of the Company called for that expressly
stated purpose, by the affirmative vote of a majority of the stockholders.

IN WITNESS WHEREOF, the undersigned have executed this Restated Certificate of
Incorporation.

________________ , 1998 -------------------------------------
Robert L. Senkler
Chairman of the Board, President
and Chief Executive Officer

________________ , 1998 -------------------------------------
Dennis E. Prohofsky
Senior Vice President, Secretary
and General Counsel

-5-

<PAGE>

Exhibit A6(b)

BYLAWS

MINNESOTA LIFE INSURANCE COMPANY

As adopted on October 1, 1998
<PAGE>

BYLAWS

MINNESOTA LIFE INSURANCE COMPANY

TABLE OF CONTENTS

ARTICLE I STOCKHOLDERS..................................................1

SECTION 1.1 ANNUAL MEETING..............................................1
SECTION 1.2 SPECIAL MEETINGS............................................1
SECTION 1.3 PLACE AND HOUR OF MEETING...................................1
SECTION 1.4 NOTICE OF MEETINGS; RECORD DATE.............................1
SECTION 1.5 QUORUM......................................................2
SECTION 1.6 VOTING RIGHTS...............................................2
SECTION 1.7 VOTING BY PROXY.............................................2
SECTION 1.8 VOTING OF SHARES BY CERTAIN HOLDERS.........................2

ARTICLE II BOARD OF DIRECTORS...........................................3

SECTION 2.1 NUMBER......................................................3
SECTION 2.1 NON-OVERLAPPING DIRECTORS...................................3
SECTION 2.2 FILLING OF VACANCIES........................................3
SECTION 2.3 PLACE OF MEETING, CORPORATE BOOKS...........................3
SECTION 2.4 REGULAR MEETINGS............................................3
SECTION 2.5 SPECIAL MEETINGS............................................4
SECTION 2.6 QUORUM......................................................4
SECTION 2.7 COMPENSATION OF DIRECTORS...................................4
SECTION 2.8 ACTION BY UNANIMOUS WRITTEN CONSENT OF DIRECTORS............4
SECTION 2.9 REMOVAL.....................................................4

ARTICLE III COMMITTEES OF THE BOARD.....................................5

SECTION 3.1 CREATION OF COMMITTEES......................................5
SECTION 3.2 APPOINTMENTS................................................5
SECTION 3.3 QUALIFICATIONS..............................................5
SECTION 3.4 COMMITTEE CHAIRS............................................5
SECTION 3.5 MEETINGS....................................................5
SECTION 3.6 QUORUM......................................................5
SECTION 3.7 VACANCIES...................................................6
SECTION 3.8 MINUTES AND REPORTS.........................................6
SECTION 3.9 AUDIT COMMITTEE.............................................6
SECTION 3.10 INVESTMENT COMMITTEE.......................................7
SECTION 3.11 COMMITTEE OF NON-OVERLAPPING DIRECTORS.....................7
<PAGE>

ARTICLE IV OFFICERS......................................................7

SECTION 4.1 NUMBER.......................................................7
SECTION 4.2 ELECTION.....................................................7
SECTION 4.3 TERM OF OFFICE...............................................8
SECTION 4.4 REMOVAL......................................................8
SECTION 4.5 VACANCIES....................................................8
SECTION 4.6 DUTIES OF OFFICERS...........................................8
SECTION 4.7 ABSENCE OR DISABILITY........................................9

ARTICLE V INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES...........9

ARTICLE VI DISPOSITION OF FUNDS AND INVESTMENTS..........................9

SECTION 6.1 FUNDS AND INVESTMENTS........................................9
SECTION 6.2 DEPOSITS....................................................10

ARTICLE VII CORPORATE STOCK.............................................10

SECTION 7.1 CERTIFICATES FOR SHARES.....................................10
SECTION 7.2 TRANSFER OF SHARES..........................................10
SECTION 7.3 TRANSFER BOOKS..............................................10

ARTICLE VIII AMENDMENTS.................................................10
<PAGE>

BYLAWS

MINNESOTA LIFE INSURANCE COMPANY

ARTICLE I
STOCKHOLDERS

Section 1.1 Annual Meeting.

The annual meeting of stockholders shall be held on the first Tuesday in May of
each year, if not a legal holiday, and if a legal holiday, then on the next day
not a legal holiday, when members of the Board of Directors shall be elected to
succeed those whose terms are then expiring and such other business shall be
transacted as may properly be brought before the meeting.

Section 1.2 Special Meetings.

Special meetings of stockholders for the transaction of such business as may
properly come before the meeting may be called by order of the Board of
Directors or by stockholders holding together at least a majority of all the
shares of the Company entitled to vote at the meeting. Business transacted at
all special meetings of stockholders shall be confined to the purpose or
purposes stated in the notice of the meeting.

Section 1.3 Place and Hour of Meeting.

Every annual meeting of stockholders shall commence at such hour as shall be
determined by the Board of Directors. Every meeting of stockholders, whether an
annual or a special meeting, shall be held at the principal office of the
Company at 400 Robert Street North in the City of Saint Paul, in the State of
Minnesota (the "Home Office"), or at such other place as may be selected by the
Board of Directors.

Section 1.4 Notice of Meetings; Record Date.

Notice of each meeting of stockholders shall be mailed to each stockholder of
the Company not less than thirty days previous to such meeting, and every such
notice shall state the day and hour and the place at which the meeting is to be
held and, in the case of any special meeting, shall indicate briefly the purpose
or purposes thereof. The Board of Directors may fix in advance a date, not less
than twenty calendar days preceding the dates of the aforenamed occurrences, as
a record date for the determination of the shareholders entitled to notice of,
and to vote at, any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
shares. In such case, such stockholders, and only such stockholders as are
stockholders of the Company of record on the record date so fixed, are entitled
to notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Company after such record date so fixed. If the

-1-
<PAGE>

Board of Directors shall not set a record date for the determination of the
stockholders entitled to notice of, and to vote at, a meeting of stockholders,
only the stockholders who are stockholders of record at the close of business on
the 20th day preceding the date of the meeting are entitled to notice of, and to
vote at, the meeting and any adjournment of the meeting.

Section 1.5 Quorum.

A majority of the outstanding shares entitled to notice of and to vote at a
meeting, present in person or by proxy conforming the requirements of Section
1.7 of these bylaws, shall constitute a quorum for the transaction of any
business coming before any regular or special meeting of stockholders duly and
properly called, except as provided by law, the Restated Certificate of
Incorporation of the Company, or these bylaws. If, however, such quorum of
stockholders shall not be present or represented at any meeting of stockholders,
the stockholders entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a requisite number of stockholders shall be
present. At any such adjourned meeting at which the requisite number of
stockholders shall be represented, any business may be transacted which might
have been transacted at the meeting as originally notified.

Section 1.6 Voting Rights.

Each outstanding share of Common Stock shall be entitled to one vote upon each
matter submitted to a vote at any annual or special meeting of stockholders.

Section 1.7 Voting by Proxy.

Any stockholder may vote by proxy at any meeting of stockholders. To be valid,
the proxy appointment must be in writing and must be filed with, and received
by, the Secretary at the Home Office of the Company at least five days before
the meeting at which it is to be used, exclusive of the day of the meeting, but
inclusive of the day of receipt and filing of the proxy. A proxy appointment
may be for a specified period of time not to exceed one year. A proxy may be
revoked by a stockholder at any time by written notice to the Secretary of the
Company, or by executing a new proxy appointment and filing it as required
herein, or by personally appearing and exercising his or her rights as a
stockholder at any meeting of the stockholders.

Section 1.8 Voting of Shares by Certain Holders.

(a) Shares of stock in the name of another corporation, foreign or
domestic, are to be voted by such officer, agent, or proxy as the bylaws of such
corporation may determine.

(b) Shares of stock in the name of a deceased person are to be voted by his
executor or administrator in person or by proxy.

(c) Shares of stock in the name of a fiduciary, such as guardian, curator,
or trustee are to be voted by such fiduciary either in person or by proxy,
provided the books of the Company show the stock to be in the name of such
fiduciary in such capacity.

(d) Shares of stock in the name of a receiver are to be voted by such
receiver, and shares held by, or in the control of, a receiver are to be voted
by such receiver without the

-2-
<PAGE>

transfer thereof into his name, if such voting authority is contained in an
appropriate order of the court by which such receiver was appointed.

(e) Shares of stock which have been pledged are to be voted by the pledgor
until the shares of stock have been transferred into the name of the pledgee,
and thereafter, the pledgee is entitled to vote the shares so transferred.

ARTICLE II
BOARD OF DIRECTORS

Section 2.1 Number.

The Board of Directors shall consist of such number of Directors, not fewer than
five or more than sixteen, as the Board shall from time to time determine.

Section 2.1 Non-overlapping Directors.

Commencing with the first annual election of directors, and unless and until
Minnesota Mutual Companies, Inc. (or any successor mutual insurance holding
company) is converted from a mutual insurance holding company to a stock
company, the Board of Directors shall at all times include at least three
directors who are not concurrently serving as directors on the board(s) of
Minnesota Mutual Companies, Inc., Securian Holding Company or Securian Financial
Group, Inc. ("Non-overlapping Directors").

Section 2.2 Filling of Vacancies.

If the office of any Director becomes vacant for any reason, a majority of the
remaining Directors may choose a successor. Each Director so chosen shall hold
office until the next regular annual meeting of the shareholders and until his
or her successor has been duly elected and qualified. Not more than one-third
of the maximum number of Directors may be so chosen by the Board between regular
annual meetings of the shareholders.

Section 2.3 Place of Meeting, Corporate Books.

The Board of Directors may hold its meetings and keep the books of the Company
at the Home Office of the Company, or at such other place or places as they may
from time to time by resolution determine, except as otherwise required by law.

Section 2.4 Regular Meetings.

Regular meetings of the Board shall be held at such times and places as are
fixed from time to time by resolution of the Board. Notice need not be given of
those regular meetings of the Board held at the times and places fixed by
resolution, nor need notice be given of adjourned meetings. If either or both
the time or place of a regular meeting are other than that fixed by resolution,
a telephonic or written notice shall be given to each Director not less than
twenty-four hours prior to the time of that regular meeting.

-3-
<PAGE>

Section 2.5 Special Meetings.

Special meetings of the Board may be held at any time upon call either of the
Chair of the Board, or of the Chief Executive Officer, or upon written request
of any three or more directors. Except as otherwise provided, notice of a
special meeting shall be given to each director either in writing or by
telephone. Notice of at least seventy-two hours prior to the meeting time is
required if written notice is deposited in the United States mail in the City of
Saint Paul. Notice of at least twenty-four hours prior to the meeting time is
required if written notice is left at either the place of business or residence
of each director. Notice of at least six hours prior to the meeting time is
required if all directors are personally either served with a written notice or
contacted by telephone. Notice need not be given to the directors of adjourned
special meetings. Also, special meetings may be held at any time without notice
if all of the directors are present, or if, before the meeting, those not
present waive such notice in writing. Notice of a special meeting shall state
the purpose of the meeting.

Section 2.6 Quorum.

At all meetings of the Board of Directors, a majority of the directors then in
office shall be necessary and sufficient to constitute a quorum for the
transaction of business, but if, at any meeting, less than a quorum shall be
present, a majority of those present may adjourn the meeting from time to time,
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Restated Certificate of
Incorporation of the Company or by these bylaws.

Section 2.7 Compensation of Directors.

Members of the Board of Directors, who are not salaried officers of the Company,
shall receive such annual compensation as shall be fixed from time to time by
resolution of the Board of directors; and, in addition, the directors who are
not salaried officers of the Company shall receive a sum in such amount as shall
be fixed from time to time by resolution of the Board of Directors, and the
expenses of attendance, if any, for attendance at each regular or special
meeting of the Board, whether or not an adjournment be had because of the
absence of a quorum.

Section 2.8 Action by Unanimous Written Consent of Directors.

If all the directors severally or collectively consent in writing to any action
taken or to be taken by the directors, such consents have the same force and
effect as a unanimous vote of the directors at a meeting duly held, and may be
stated as such in any certificate or document filed with the Secretary of State
of Minnesota or any other state in the United States of America or other
Country. The Secretary of the Company shall file such consents with the minutes
of the meetings of the Board of Directors.

Section 2.9 Removal.

Any director or the entire Board of Directors may be removed at any time but
only for cause or pursuant to the Company's retirement policy in effect when the
director was first elected.

-4-
<PAGE>

ARTICLE III
COMMITTEES OF THE BOARD

Section 3.1 Creation of Committees.

The following designated standing committees of the Board are hereby authorized
and created: Audit, Investment, and Non-overlapping Directors. In addition,
the Board is authorized to create any other committee or committees of the Board
as the Board from time to time deems necessary. The name, duration and duties
of each other committee and the number of members thereof shall be as prescribed
in the action creating the committee. In the event the Board of Directors
creates an Executive Committee invested with the full powers of the Board of
Directors between meetings of the Board of Directors, then that Committee must
have at least the same proportion of Non-overlapping Directors as does the full
Board of Directors.

Section 3.2 Appointments.

The members of each standing Board committee shall consist of those Directors
appointed by the Board of Directors. Each Director appointed to a Board
committee shall continue to serve on that committee at the will and pleasure of
the Board for the period specified in his or her appointment or until his or her
earlier death, resignation or removal.

Section 3.3 Qualifications.

Each Director is qualified to be appointed and successively reappointed to one
or more committees.

Section 3.4 Committee Chairs.

The Board shall appoint one of the members of each of the Board committees to
chair that committee and, in its discretion, may also appoint one of the members
of each of the committees to serve as a vice chair of that committee. If
neither the committee chair nor the committee vice chair is present at a meeting
of a committee, the committee members present at that committee meeting shall
elect another committee member to chair that meeting.

Section 3.5 Meetings.

Each committee shall meet at such times as the chair of that committee may
designate or as a majority of that committee may determine, subject to a minimum
of not less than two meetings per calendar year.

Section 3.6 Quorum.

A majority of each Board committee shall constitute a quorum at each meeting of
that committee. At any meeting of a committee at which a quorum is present, the
committee may continue to transact business until adjournment, even though
committee member(s) may have left the meeting so that less than a quorum is
present at the meeting. If a quorum is not present for a committee meeting, the
chair of that committee may request the Board to appoint a sufficient number of
other directors to serve as members of the committee only for that meeting, so
as to obtain a quorum. If the Board makes the requested appointments, any
action so taken at the committee meeting shall be valid and binding.

-5-
<PAGE>

Section 3.7 Vacancies.

In the case of the death, resignation or removal of a member of a committee, the
Board may appoint another Director to fill the vacancy so created on that
committee for the balance of the unexpired appointment. The appointment shall
be subject to the qualifications set forth for that committee.

Section 3.8 Minutes and Reports.

Each committee shall keep a written record of its acts and proceedings and shall
submit that record to the Board of Directors at a regular meeting of the Board
and at such other times as requested by the Board or when a majority of the
committee deems it desirable to do so. Failure to submit a record will not,
however, invalidate any action taken by the committee prior to the time the
record of the action was, or should have been, submitted to the Board. The
minutes of each committee shall be recorded by the person designated by the
chair of that committee.

Section 3.9 Audit Committee.

The Audit Committee shall consist of not fewer than four directors that are not
officers or employees of Minnesota Mutual Companies, Inc. or any of its
subsidiaries. The committee shall have the following powers and duties:

(a) Annually recommend to the Board a firm of independent certified public
accountants to audit the Company's books, records and accounts.

(b) Approve the scope of audits to be conducted by the independent
certified public accountants, taking into account the principal risks inherent
in the Company's business and the recommendations from the independent
accountants as to scope of audit.

(d) Approve the scope of audits to be conducted by the Company's internal
auditors and review the reports of those audits.

(e) Review the reports which result from the examinations of the Company
conducted by state insurance authorities.

(f) Review corporate litigation involving extra-contractual damages.

(g) Periodically review the Company's plans for data security and disaster
recovery.

(h) Advise the Board of the results of the committee's reviews and
recommendations resulting therefrom.

-6-
<PAGE>

Section 3.10 Investment Committee.

The Investment Committee shall consist of not fewer than four directors and
shall have the following powers and duties which shall be exercised not less
than once every twelve months:

(a) Review the written investment policy for the Company investments,
recommend changes thereto, and submit to the Board for its approval and adoption
the policy and procedures for the ensuing twelve months.

(b) Review all investments of Company funds, including their acquisition
and sale and report findings to the Board.

(d) Review compliance with the written investment policy and valuation
procedures and submit findings to the Board.

Section 3.11 Committee of Non-Overlapping Directors.

The Committee of Non-overlapping Directors shall consist of not fewer than three
Non-overlapping Directors (as described in Section 2.1 of these bylaws) and
shall have the following powers and duties:

(a) Review all agreements and material transactions between and among the
Company, its affiliates and subsidiaries to assure that such agreements and
transactions are fair and reasonable and that they comply with Minnesota
Statutes, Section 60D, and all Acts amendatory thereof or additional thereto.
For purposes of this section, the term "material" shall have the definition set
forth in Minnesota Statutes, Section 60D.19, subd. 4, as it may be amended from
time to time.

(b) Such other powers and duties as determined by the Board of Directors.

ARTICLE IV
OFFICERS

Section 4.1 Number.

The officers of the Company shall be a Chief Executive Officer, a President, one
or more Vice Presidents, a Treasurer, an Actuary, a Controller, a Secretary, and
one or more Assistant Secretaries. In addition, there may be such other
officers as the Board of Directors from time to time may deem necessary. One
individual may hold two or more offices, except those of President and
Secretary.

Section 4.2 Election.

Officers shall be elected or appointed by the Board of Directors.

-7-
<PAGE>

Section 4.3 Term of Office.

Each officer shall serve for the term stated in his or her election or
appointment or until his or her earlier death, resignation or removal.

Section 4.4 Removal.

Any officer may be removed from office, with or without cause, at any time by
the affirmative vote of the majority of the Board of Directors then in office.

Section 4.5 Vacancies.

Any vacancy in any office from any cause may be filled by the Board of Directors
at its next meeting.

Section 4.6 Duties of Officers.

The duties of the officers shall be as follows:

(a) Chief Executive Officer. The Chief Executive Officer shall have
general active management of the business of the Company and, in the absence of
the Chair of the Board, shall preside at all meetings of the members and the
Board of Directors, and shall see that all orders and resolutions of the Board
are carried into effect. Except where, by law, the signature of the President
is required, the Chief Executive Officer shall possess the same power as the
President to sign and execute all authorized certificates, contracts, bonds, and
other obligations of the Company.

(b) President. The President, in the absence of the Chair of the Board and
the Chief Executive Officer, shall preside at all meetings of the members and
the Board of Directors. The President shall be the chief administrative officer
of the Company and shall have the power to sign and execute all authorized
certificates, contracts, bonds, and other obligations of the Company. The
President also shall perform such other duties as are incident to the office or
are properly required of him or her by the Board or the Chief Executive Officer.

(c) Vice Presidents. Each Vice President will perform those duties as from
time to time may be assigned by the Chief Executive Officer. In the absence of
the President, a Vice President designated by the Board of Directors shall
perform the duties of the President. A Vice President shall have the power to
sign and execute all authorized certificates, contracts, bonds and other
obligations of the Company. One or more of the Vice Presidents may be entitled
Executive Vice President, Senior Vice President, Vice President, Second Vice
President, or such other variation thereof as may be designated by the Board.

(d) Secretary. The Secretary shall give notice and keep the minutes of all
meetings of the members and of the Board of Directors and shall give and serve
all notices of the Company. The Secretary or an Assistant Secretary shall have
the power to sign with the Chief Executive Officer, President, or any Vice
President in the name of the Company all authorized certificates, contracts,
bonds, or other obligations of the company and may affix the Company Seal
thereto. The Secretary shall have charge and custody of the books and papers of
the Company and in general shall perform all duties incident to the office of
Secretary, except as

-8-
<PAGE>

otherwise specifically provided in these bylaws, and such other duties as from
time to time may be assigned by the Chief Executive Officer. If Assistant
Secretaries are elected or appointed, they shall have those powers and perform
those duties as from time to time may be assigned to them by the Chief Executive
Officer and, in the absence of the Secretary, one of them shall perform the
duties of the Secretary.

(e) Treasurer. The Treasurer shall have those powers and shall perform
those duties as from time to time may be assigned by the Chief Executive
Officer. If Assistant Treasurers are elected or appointed, they shall have
those powers and perform those duties as from time to time may be assigned to
them by the Chief Executive Officer and, in the absence of the Treasurer, one of
them shall perform the duties of the Treasurer.

(f) Controller. The Controller shall have those powers and shall perform
those duties as from time to time may be assigned by the Chief Executive
Officer.

(g) Actuary. The Actuary shall have those powers and shall perform those
duties as from time to time may be assigned by the Chief Executive Officer.

(h) Other Officers. Other officers elected or appointed by the Board of
Directors shall have those powers and perform those duties as from time to time
may be assigned by the Chief Executive Officer.

Section 4.7 Absence or Disability.

In the case of the absence or disability of any officer of the Company or of any
person authorized to act in his or her place during such period of absence or
disability, the Board of Directors from time to time may delegate the powers and
duties of such officer to any other officer, or any Director, or any other
person whom they may select.

ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The Company shall, to the fullest extent permitted under Minnesota Statutes,
Section 300.083, as the same currently exists or hereafter is amended, indemnify
(and advance expenses to) the directors, officers and employees of this Company.
The provisions of this Article shall not be deemed to limit or preclude
indemnification of a director, officer or employee by the Company for any
liability which has not been eliminated by the provisions of this Article.

ARTICLE VI
DISPOSITION OF FUNDS AND INVESTMENTS

Section 6.1 Funds and Investments.

All funds and investments of the Company shall be held in the name of "Minnesota
Life Insurance Company" or its nominee or as otherwise provided in accordance
with applicable Minnesota Statutes, as amended from time to time. In no event
shall any funds or investments be held in the name of any individual who is an
officer or employee of the Company.

-9-
<PAGE>

Section 6.2 Deposits.

The Board of Directors shall designate those banks and financial institutions in
which Company funds shall be deposited. The Board by separate resolution also
shall designate the persons authorized to withdraw or transfer funds held in
those accounts. No funds shall be withdrawn or transferred from those accounts
except upon the authorization of the person or persons so authorized.

ARTICLE VII
CORPORATE STOCK

Section 7.1 Certificates for Shares.

The Board of Directors is to prescribe the form of the certificate(s) of stock
of the Company. The certificate is to be signed by the President or Vice
President and by the Secretary, Treasurer, or Assistant Secretary or Assistant
Treasurer, is to be sealed with the seal of the Company and is to be numbered
consecutively. The name of the owner of the certificate, the number of shares
of stock represented thereby, and the date of issue are to be recorded on the
books of the Company. Certificates of stock surrendered to the Company for
transfer are to be canceled, and new certificates of stock representing the
transferred shares issued. New stock certificates may be issued to replace
lost, destroyed or mutilated certificates upon such terms and with such security
to the Company as the Board of Directors may require.

Section 7.2 Transfer of Shares.

Shares of stock of the Company may be transferred on the books of the Company by
the delivery of the certificates representing such shares to the Company for
cancellation, and with an assignment in writing on the back of the certificate
executed by the person named in the certificates as the owner thereof, or by a
written power of attorney executed for such purpose by such person. The person
registered on the books of the Company as the owner of shares of stock of the
Company is deemed the owner thereof and is entitled to all rights of ownership
with respect to such shares.

Section 7.3 Transfer Books.

Transfer books are to be maintained under the direction of the Secretary,
showing the ownership and transfer of all certificates of stock issued by the
Company.

ARTICLE VIII
AMENDMENTS

These bylaws may be amended by the Board of Directors or by the stockholders at
a regular meeting, or at a special meeting called for that expressly-stated
purpose, by the affirmative vote of a majority of the stockholders present, in
person or by proxy, at the meeting.

-10-

<PAGE>

Exhibit 99.H
May 1999

DESCRIPTION OF THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY'S ISSUANCE, TRANSFER
AND REDEMPTION PROCEDURES FOR POLICIES
PURSUANT TO RULE 6e-2(b)(12)(ii)

This document sets forth the administrative procedures established by Minnesota
Life Insurance Company ("we", "us", "our") in connection with the issuance of
our Variable Adjustable Life Second Death insurance policy ("policy"), the
transfer of assets held thereunder, and the redemption by owners of their
interests in those policies.

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 we will issue on a policy
is $200,000; the annual base premium on each policy must be at least
$600. 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 younger
insured's age at original issue is over age 70, the minimum plan of
protection will be less than ten years, as described in the table below:
<TABLE>
<CAPTION>
Younger Insured's Minimum Plan
Issue Age (in years)
----------------- ------------
<S> <C>
71 9
72 8
73 7
74 6
75 or greater 5
</TABLE>

Both insureds must be between age 20 and age 85 inclusive when the policy
is issued. Before issuing any policy, we will require evidence of
insurability satisfactory to us on both insureds, which in some cases
will require a medical examination. Persons whom we

-1-
<PAGE>

evaluate as good mortality risks 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.

Guaranteed maximum cost of insurance charges will vary by the gender, age
and risk class and smoking habits of each insured. 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 gender-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 plan of insurance and any policy
adjustments since issue.

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 insureds' mortality risk as actuarially

-2-
<PAGE>

determined, utilizing factors such as age, gender, 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, we will follow certain
insurance underwriting (risk evaluation) procedures designed to
determine whether the applicants are insurable. This process may
involve such verification procedures as medical examinations and may
require that further information be provided by the proposed insureds
before a determination can be made. A policy cannot be issued, 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 insureds may receive
immediate insurance coverage, if they prove to be insurable and have
paid the first premium and are covered under the terms of a
conditional insurance agreement. In accordance with industry practice,
we will establish procedures to handle errors in

-3-
<PAGE>

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 insureds may be covered under the terms of a
conditional insurance agreement until the policy date. If we accept an
application which is 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 period
following issue, the applicant may obtain a policy which has a policy
date of the date when we receive 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 on or before the payment of
the first premium. As a result of a requested 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.

-4-
<PAGE>

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
ages of the proposed insureds are 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 the Advantus Series
Fund, Inc. and Class 2 of the Templeton Developing Markets Fund.

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 a written request. A change
will not take effect until it is recorded 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. In that case, no more
than 50 percent of the net premium may be allocated to the guaranteed
principal account. This restriction will not apply when all of the
premiums are being allocated to the guaranteed principal account as a
conversion privilege.

-5-
<PAGE>

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 this right is exercised,
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 initial face
amount, the plan of insurance, the age at issue, gender, risk
classification and smoking status of each insured, and the additional
benefits associated with the policy.

D. Reinstatement
-------------

At any time within three years from the date of lapse, the owner may
restore the policy to a premium paying status. 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
lifetime of both insureds, evidence satisfactory to us of the
insurability of both insureds so that we may have time to act on
the evidence during the lifetime of both insureds; and

-6-
<PAGE>

(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 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 the payment of the reinstatement
amount at our home office.

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 second death. The loan may also be repaid
within 60 days after the date of the second death, if we have not paid
any of the benefits under the policy. Any loan

-7-
<PAGE>

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 an automatic bank check plan if the loan
repayment is 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 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 actual
cash value in such sub-account bears to the actual cash value in all of
the owner's sub-accounts.

Loan repayments reduce the loan account by the amount of the loan
repayment.

II. Transfer Among Sub-Accounts
---------------------------

A separate account called the Minnesota Life Variable Life Account was
established on October 21, 1985, by the Board of Trustees of Minnesota
Mutual in accordance with certain provisions of the Minnesota insurance
law. The Variable Life Account currently has seventeen sub-accounts to
which owners may allocate premiums. Each sub-account invests in shares of a
corresponding Portfolio of the Advantus Series Fund, Inc. or the Templeton
Developing Markets Fund.

-8-
<PAGE>

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.

None of the foregoing restrictions will apply when all of the policy value
is being transferred and when all of the premiums are being allocated 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 they are
approved and recorded at our home office. Currently, these restrictions are
being waived.

-9-
<PAGE>

III. "Redemption" Procedures:
------------------------

Surrender and Related Transactions
----------------------------------

A. Request for Surrender Value
---------------------------

Until the second death, 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 the surrender request is received at our home office. The policy
may be surrendered by sending the policy and a written request for its
surrender to us. 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.

A partial surrender of the actual cash value of the policy is also
permitted in any amount of $500 or more. In addition, the amount of a
partial surrender may not exceed the amount available as a policy loan.
With the Cash Option death benefit, if the Policy is not paid-up, the
face amount of the policy will be reduced by the amount of the partial
surrender. If the Policy is paid-up, the death benefit is 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 the
Protection Option death benefit, the face amount of the Policy is not
changed by the amount of the partial surrender. However, if the Policy
is not paid-up, the death benefit of the Policy is reduced by the amount
of the partial surrender; if the Policy is paid-up, the death benefit of
the

-10-
<PAGE>

Policy is reduced so as to retain the ratio between the policy value
and the death benefit of the Policy as existed prior to the partial
surrender.

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 we receive 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 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 the second death 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.

-11-
<PAGE>

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 you choose.

Under the Cash Option, the death benefit will be the current face amount
at the time of the second death. The death benefit will not vary unless
the policy value exceeds the net single premium for the current face
amount.

Before the policy anniversary nearest the younger insured's age 70, and
with both the Protection and the Amended Protection Option, the death
benefit will vary and 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.

At the policy anniversary nearest the younger insured's age 70, we will
automatically adjust the face amount to equal the death benefit
immediately preceding the adjustment. The Protection Option is only
available until the policy anniversary nearest the younger insured's age
70; at that time we will convert the death benefit option to the Cash
Option. With the Amended Protection Option, after the policy anniversary
nearest the younger insured's age 70, 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 second 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.

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

-12-
<PAGE>

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 second
death by using the policy value as a net single premium based upon the
policy assumptions. 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. 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. 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 at our home office. We
may require that the owner provide satisfactory evidence of the
insurability of both insureds before a change to the Protection Option
is made. The change will take effect when it is approved and recorded
in our home office.

The amount payable as death proceeds upon the second death will be the
death benefit provided by the policy, plus any additional insurance
provided by an

-13-
<PAGE>

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 second 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 second death occurs 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 second death.

Interest on single sum death proceeds will be paid from the date of the
second death until the date of payment. Interest will be at an annual
rate we determine, but never less than 3 percent.

Proceeds of the policy may be paid in other than a single sum. The
owner, before the second death, may request that the proceeds be paid
under one of the policy settlement options as described in the policy.
We may also use any other method of payment that is agreeable both to
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.

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.

-14-
<PAGE>

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 insurance will continue during this 31-day period. If the
second death occurs during the 31-day grace period, we will deduct a
premium for the 31-day grace period from the death proceeds.

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 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.

-15-
<PAGE>

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, it will be applied to purchase extended term insurance payable
at the second death.

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 may make a loan at anytime a loan
value is available. The owner may borrow 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.

-16-
<PAGE>

Policy loans in smaller amounts are allowed under the automatic premium
loan provision. Interest will be charged 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 the
owner's written request is received at our home office.

When a loan is taken, the actual cash value will be reduced by the
amount borrowed and any unpaid interest. Unless the owner directs
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 request 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 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.

-17-
<PAGE>

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 second death, 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 second death, 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. 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.

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 and asks for this service after the
policy has been issued, we will make automatic

-18-
<PAGE>

premium loans. The owner can also write at any time and ask 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, a policy loan will
be made 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.

-19-

<PAGE>

Exhibit I(1)

[MINNESOTA LIFE LETTERHEAD]

Notice of Withdrawal Right

Date

Specimen
400 Robert Street North
St. Paul, Minnesota 55101

Re: A VAL STD
MONTHLY -
ANNUALIZED -

Dear Specimen:

Congratulations on your purchase of the attached Variable Adjustable Life Second
Death Insurance policy. Minnesota Life wants you to understand that this is an
investment-oriented life insurance policy with customary insurance expense
charges. You have a right to examine and return the policy for cancellation and
a full refund of premiums paid. This letter will explain the procedure for
returning your policy 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 Life 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 1.25 percent federal tax charge
and a 7 percent basic sales load, and

- A first year sales charge not to exceed 23 percent of premium and a first
year underwriting charge not to exceed $5 per $1,000 of face amount of
insurance.

These charges do not include any premiums for additional benefits or
deductions for administration, transaction, face amount guarantee or
insurance costs assessed against policy actual cash values.
<PAGE>

If you have any questions, please contact your agent immediately. We want you
to understand and be satisfied with this policy. If you are satisfied, no
action on your part is required. If the policy 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 policy, or
- 45 days from the date you completed Part 1 of the application.

We are confident you'll be satisfied with this policy and look forward to a long
association. Thank you for choosing Minnesota Life.

Sincerely,

Nancy Winter
Director
Individual Policy Services

<PAGE>

Exhibit I(2)

[MINNESOTA LIFE LETTERHEAD]

Notice of Withdrawal Right

Date

Specimen
400 Robert Street North
St. Paul, Minnesota 55101

Re: POLICY NUMBER
A VAL STD
MONTHLY -
ANNUALIZED -

Dear Specimen:

Congratulations on the recent adjustment to your Variable Adjustable Life Second
Death Insurance policy. You already know this is an investment-oriented life
insurance policy with customary insurance expense charges. You have a right to
examine and return the policy 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.

- A premium tax charge of 2.5 percent, a 1.25 percent federal tax 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.

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 Life.

Sincerely,

Nancy Winter
Director
Individual Policy Services

<PAGE>

Exhibit K

Minnesota Life Insurance Company
Power of Attorney
To Sign Registration Statements

WHEREAS, Minnesota Life Insurance Company ("Minnesota Life") has
established certain separate accounts to fund certain variable annuity and
variable life insurance contracts, and

WHEREAS, Variable Fund D ("Fund D") is a separate account of Minnesota Life
registered as a unit investment trust under the Investment Company Act of 1940
offering variable annuity contracts registered under the Securities Act of 1933,
and

WHEREAS, Variable Annuity Account ("Variable Annuity Account") is a
separate account of Minnesota Life registered as a unit investment trust under
the Investment Company Act of 1940 offering variable annuity contracts
registered under the Securities Act of 1933, and

WHEREAS, Minnesota Life Variable Life Account ("Variable Life Account") is
a separate account of Minnesota Life registered as a unit investment trust under
the Investment Company Act of 1940 offering variable adjustable life insurance
policies registered under the Securities Act of 1933,

WHEREAS, Group Variable Annuity Account ("Group Variable Annuity Account")
is a separate account of Minnesota Life which has been established for the
purpose of issuing group annuity contracts on a variable basis and which is to
be registered as a unit investment trust under the Investment Company Act of
1940 offering group variable annuity contracts and certificates to be registered
under the Securities Act of 1933;

WHEREAS, Minnesota Life Variable Universal Life Account ("Variable
Universal Life Account") is a separate account of Minnesota Life which has been
established for the purpose of issuing group and individual variable universal
life insurance policies on a variable basis and which is to be registered as a
unit investment trust under the Investment Company Act of 1940 offering group
and individual variable universal life insurance policies to be registered under
the Securities Act of 1933;

NOW THEREFORE, We, the undersigned Directors and Officers of Minnesota
Life, do hereby appoint Dennis E. Prohofsky and Garold M. Felland, and each of
them individually, as attorney in fact for the purpose of signing in their names
and on their behalf as Directors of Minnesota Life and filing with the
Securities and Exchange Commission Registration Statements, or any amendment
thereto, for the purpose of: a) registering contracts and policies of Fund D,
the Variable Annuity Account, the Variable Life Account, the Group Variable
Annuity Account and the Variable Universal Life Account for sale by those
entities and Minnesota Life under the Securities Act of 1933; and b) registering
Fund D, the Variable Annuity Account, the Variable Life Account, the Group
Variable Annuity Account and the Variable Universal Life Account as unit
investment trusts under the Investment Company Act of 1940.

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

/s/ Robert L. Senkler Chairman of the Board, October 19, 1998
- ------------------------------ President and Chief
Robert L. Senkler Executive Officer
<PAGE>

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

/s/ Giulio Agostini Director October 19, 1998
- ------------------------------
Giulio Agostini

/s/ Anthony L. Andersen Director October 19, 1998
- ------------------------------
Anthony L. Andersen

/s/ Leslie S. Biller Director October 19, 1998
- ------------------------------
Leslie S. Biller

/s/ John F. Grundhofer Director October 19, 1998
- ------------------------------
John F. Grundhofer

/s/ David S. Kidwell Director October 19, 1998
- ------------------------------
David S. Kidwell, Ph.D.

/s/ Reatha C. King, Ph.D. Director October 19, 1998
- ------------------------------
Reatha C. King, Ph.D.

/s/ Thomas E. Rohricht Director October 19, 1998
- ------------------------------
Thomas E. Rohricht

/s/ Michael E. Shannon Director October 19, 1998
- ------------------------------
Michael E. Shannon

/s/ Frederick T. Weyerhaeuser Director October 19, 1998
- ------------------------------
Frederick T. Weyerhaeuser